<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of MICHAEL A. ROSS, TODD S.
THOMSON and ROGER W. TRUPIN his true and lawful attorney and agent, in the name
and on behalf of the undersigned, to do any and all acts and things in
connection with the registration statement dated the date hereof (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, including specifically, but without limiting the generality
of the foregoing, the power and authority to execute the Registration Statement
in the name of the undersigned in his capacity as Director and/or Officer of
Citicorp and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, and any and
all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: November 20, 2000.
/s/ ALAN S. MACDONALD
---------------------------------------
Name: Alan S. MacDonald
Title: Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of MICHAEL A. ROSS, TODD S.
THOMSON and ROGER W. TRUPIN his true and lawful attorney and agent, in the name
and on behalf of the undersigned, to do any and all acts and things in
connection with the registration statement dated the date hereof (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, including specifically, but without limiting the generality
of the foregoing, the power and authority to execute the Registration Statement
in the name of the undersigned in his capacity as Director and/or Officer of
Citicorp and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, and any and
all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: November 20, 2000.
/s/ WILLIAM R. RHODES
---------------------------------------
Name: William R. Rhodes
Title: Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of MICHAEL A. ROSS, TODD S.
THOMSON and ROGER W. TRUPIN his true and lawful attorney and agent, in the name
and on behalf of the undersigned, to do any and all acts and things in
connection with the registration statement dated the date hereof (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, including specifically, but without limiting the generality
of the foregoing, the power and authority to execute the Registration Statement
in the name of the undersigned in his capacity as Director and/or Officer of
Citicorp and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, and any and
all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: November 20, 2000.
/s/ H. ONNO RUDING
---------------------------------------
Name: H. Onno Ruding
Title: Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of MICHAEL A. ROSS, TODD S.
THOMSON and ROGER W. TRUPIN his true and lawful attorney and agent, in the name
and on behalf of the undersigned, to do any and all acts and things in
connection with the registration statement dated the date hereof (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, including specifically, but without limiting the generality
of the foregoing, the power and authority to execute the Registration Statement
in the name of the undersigned in his capacity as Director and/or Officer of
Citicorp and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, and any and
all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: November 20, 2000.
/s/ ROBERT I. LIPP
---------------------------------------
Name: Robert I. Lipp
Title: Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of MICHAEL A. ROSS, TODD S.
THOMSON and ROGER W. TRUPIN his true and lawful attorney and agent, in the name
and on behalf of the undersigned, to do any and all acts and things in
connection with the registration statement dated the date hereof (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, including specifically, but without limiting the generality
of the foregoing, the power and authority to execute the Registration Statement
in the name of the undersigned in his capacity as Director and/or Officer of
Citicorp and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, and any and
all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: November 20, 2000.
/s/ VICTOR J. MENEZES
---------------------------------------
Name: Victor J. Menezes
Title: Chairman and Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of MICHAEL A. ROSS, TODD S.
THOMSON and ROGER W. TRUPIN her true and lawful attorney and agent, in the name
and on behalf of the undersigned, to do any and all acts and things in
connection with the registration statement dated the date hereof (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, including specifically, but without limiting the generality
of the foregoing, the power and authority to execute the Registration Statement
in the name of the undersigned in her capacity as Director and/or Officer of
Citicorp and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, and any and
all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand.
Dated: November 20, 2000.
/s/ MARJORIE MAGNER
---------------------------------------
Name: Marjorie Magner
Title: Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of MICHAEL A. ROSS, TODD S.
THOMSON and ROGER W. TRUPIN his true and lawful attorney and agent, in the name
and on behalf of the undersigned, to do any and all acts and things in
connection with the registration statement dated the date hereof (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, including specifically, but without limiting the generality
of the foregoing, the power and authority to execute the Registration Statement
in the name of the undersigned in his capacity as Director and/or Officer of
Citicorp and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, and any and
all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: November 20, 2000.
/s/ PETROS K. SABATACAKIS
---------------------------------------
Name: Petros K. Sabatacakis
Title: Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of MICHAEL A. ROSS, TODD S.
THOMSON and ROGER W. TRUPIN his true and lawful attorney and agent, in the name
and on behalf of the undersigned, to do any and all acts and things in
connection with the registration statement dated the date hereof (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, including specifically, but without limiting the generality
of the foregoing, the power and authority to execute the Registration Statement
in the name of the undersigned in his capacity as Director and/or Officer of
Citicorp and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, and any and
all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: November 20, 2000.
/s/ ROBERT B. WILLUMSTAD
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Name: Robert B. Willumstad
Title: Director
