As filed with the Securities and Exchange Commission on April 25, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Registration No. ________
WASHINGTON, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1568099
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of Principal Executive Offices) (Zip Code)
TRAVELERS GROUP 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
CHARLES O. PRINCE, III, ESQ.
TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Name and address of agent for service)
(212) 816-8000
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share 50,000,000(1) $60.4375(2) $3,021,875,000(2) $1,042,025.86(2)
</TABLE>
(1) This Registration Statement also covers such additional number of shares as
may be issuable or saleable by reason of the operation of the anti-
dilution provisions of the Travelers Group 1996 Stock Incentive Plan that
are covered by this Registration Statement.
(2) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based
upon the average of the high and low sale price of the Common Stock, par
value $.01 per share, of Travelers Group Inc. as reported on the New York
Stock Exchange on April 18, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The latest annual report filed by Travelers Group Inc. (the
"Registrant") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under the Exchange Act, as updated by
the description of the Registrant's Common Stock contained in the Company's
Registration Statement on Form S-3 dated February 15, 1994 (File No. 33-52281),
and any amendment or report filed for the purpose of further updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other
2
<PAGE>
than an action by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Other subsections of Section 145 further provide that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. Section
3
<PAGE>
3 of Article V of the Company's By-Laws provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
DGCL.
The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended. In certain employment agreements, the
Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements. Such
indemnification is generally to the same extent as provided in the Company's By-
laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TENTH of the Company's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which,
4
<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in
5
<PAGE>
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers Group Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, this 24th day of
April, 1996.
TRAVELERS GROUP INC.
(Registrant)
/s/ James Dimon
By:__________________
James Dimon, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 24th day of April, 1996.
SIGNATURE CAPACITY
Chairman of the Board and Chief
/s/ Sanford I. Weill Executive Officer (Principal
____________________ Executive Officer) and Director
Sanford I. Weill
Senior Vice President and
/s/ Heidi G. Miller Chief Financial Officer
_____________________ (Principal Financial Officer)
Heidi G. Miller
Executive Vice President and Chief
/s/ Irwin R. Ettinger Accounting Officer (Principal
_____________________ Accounting Officer)
Irwin R. Ettinger
*
____________________ Director
C. Michael Armstrong
*
____________________ Director
Kenneth J. Bialkin
7
<PAGE>
SIGNATURE CAPACITY
____________________ Director
Edward H. Budd
*
____________________ Director
Joseph A. Califano, Jr.
*
_____________________ Director
Douglas D. Danforth
*
_____________________ Director
Robert F. Daniell
/s/ James Dimon
_____________________ Director
James Dimon
*
____________________ Director
Leslie B. Disharoon
*
____________________ Director
Gerald R. Ford
____________________ Director
Ann D. Jordan
____________________ Director
Robert I. Lipp
8
<PAGE>
SIGNATURE CAPACITY
*
____________________ Director
Dudley C. Mecum
*
____________________ Director
Andrall E. Pearson
*
____________________ Director
Frank J. Tasco
*
____________________ Director
Linda J. Wachner
*
____________________ Director
Joseph R. Wright, Jr.
*
____________________ Director
Arthur Zankel
/s/ James Dimon
*By:_________________________
James Dimon
Attorney-in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
9
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
5 Opinion of Charles O. Prince, III, Esq.,
with respect to the legality of the securities
being registered
23.1 Consent of Charles O. Prince, III, Esq.
(included in his opinion filed as Exhibit 5)
23.2.1 Consent of KPMG Peat Marwick LLP
23.2.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney of certain directors of the Registrant.
10
Exhibit 5
April 24, 1996
Travelers Group Inc.
388 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Corporate Secretary of
Travelers Group Inc., a Delaware corporation (the "Company"). I have acted as
counsel to the Company in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of fifty million
(50,000,000) shares of common stock, $.01 par value (the "Shares"), of the
Company relating to the Travelers Group 1996 Stock Incentive Plan (the "Plan").
In connection with the foregoing, I or attorneys under my supervision, have
examined the minute books and stock records of the Company, the Certificate of
Incorporation and By-Laws of the Company, the Registration Statement, the Plan
and resolutions duly adopted by the Board of Directors of the Company relating
to the Plan. In addition, I or attorneys under my supervision, have reviewed
such other documents and instruments and have conferred with various officers
and directors of the Company and have ascertained or verified to my satisfaction
such additional facts as I have deemed necessary or appropriate for the purposes
of this opinion. In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified, photostatic or facsimile copies and
authenticity of the originals of such latter documents.
Based upon the foregoing I am of the opinion that the Shares to be issued
under the Plan have been duly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
My opinion is limited to matters governed by the Federal laws of the United
States of America, the laws of the state of New York and the General Corporation
Law of the state of Delaware. I am not admitted to the practice of law in the
states of New York and Delaware; however, members of my legal staff who have
assisted me in this transaction are admitted to practice in such states.
11
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulation of the
Securities and Exchange Commission thereunder.
This opinion is solely for your benefit in connection with the Company's
offer and sale of the Shares, and is not to be used, circulated, quoted or
otherwise referred to for any other purpose without my express written
permission.
Very truly yours,
/s/ Charles O. Prince, III
Charles O. Prince, III
General Counsel
12
EXHIBIT 23.2.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Travelers Group Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of our reports dated January 16, 1996 which are incorporated by
reference or included in the 1995 Annual Report on Form 10-K of Travelers Group
Inc. (formerly The Travelers Inc.) incorporated herein by reference. Our
reports refer to changes in the Company's method of accounting for certain
investments in debt and equity securities in 1994, and methods of accounting for
postretirement benefits other than pensions and accounting for postemployment
benefits in 1993.
/s/ KPMG Peat Marwick LLP
New York, New York
April 24, 1996
13
EXHIBIT 23.2.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
The Board of Directors
Aetna Life and Casualty Company:
We consent to the incorporation by reference in the registration statement on
Form S-8 filed by Travelers Group Inc. of our report on the combined financial
statements of The Aetna Casualty and Surety Company and The Standard Fire
Insurance Company and their subsidiaries dated February 28, 1996 which is
included in the Travelers Group Inc. Form 8-K/A-1 dated April 2, 1996
incorporated herein by reference. Our report refers to a change to the methods
of accounting for certain investments in debt and equity securities, workers'
compensation life table indemnity reserves and retrospectively rated reinsurance
contracts in 1993.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
April 24, 1996
14
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Travelers Group Inc.:
We consent to the incorporation by reference in the Registration Statement of
Travelers Group Inc. (the "Company") on Form S-8, of our report dated January
24, 1994, relating to our audit of the preacquisition consolidated balance sheet
of The Travelers Corporation and Subsidiaries as of December 31, 1993, and the
related consolidated statements of operations and retained earnings and cash
flows for the year then ended (the preacquisition financial statements), which
report is included in the Annual Report on Form 10-K of the Company for the
fiscal year ended December 31, 1995, and includes an explanatory paragraph
referring to changes in the method of accounting for reinsurance in 1993.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
April 22, 1996
15
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ C. Michael Armstrong
- ----------------------------
(Signature)
C. Michael Armstrong
16
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Kenneth J. Bialkin
- ----------------------------
(Signature)
Kenneth J. Bialkin
17
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Joseph A. Califano, Jr.
- ----------------------------
(Signature)
Joseph A. Califano, Jr.
18
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
March, 1996.
/s/ Douglas D. Danforth
- ----------------------------
(Signature)
Douglas D. Danforth
19
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Robert F. Daniell
- ----------------------------
(Signature)
Robert F. Daniell
20
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Leslie B. Disharoon
- ----------------------------
(Signature)
Leslie B. Disharoon
21
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Gerald R. Ford
- ----------------------------
(Signature)
Gerald R. Ford
22
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Dudley C. Mecum
- ----------------------------
(Signature)
Dudley C. Mecum
23
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Andrall E. Pearson
- ----------------------------
(Signature)
Andrall E. Pearson
24
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Frank J. Tasco
- ----------------------------
(Signature)
Frank J. Tasco
25
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Linda J. Wachner
- ----------------------------
(Signature)
Linda J. Wachner
26
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Joseph R. Wright, Jr.
- ----------------------------
(Signature)
Joseph R. Wright, Jr.
27
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to do
or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of up to fifty million (50,000,000) shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company pursuant to the Travelers Group 1996 Stock Incentive Plan
(the "Plan"), including specifically, but without limiting the generality of the
foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-8 or another
appropriate form in respect of the registration of such Common Stock and any and
all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said attorneys-
in-fact or agents, or any of them, shall do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of
March, 1996.
/s/ Arthur Zankel
- ----------------------------
(Signature)
Arthur Zankel
28
