As filed with the Securities and Exchange Commission on December 1, 1997
Registration No. 333-38647-1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8
TO FORM S-4 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)
Salomon Inc Non-Qualified Stock Option Plan of 1984
Salomon Inc 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 2,780,478(1) $49.406 $137,372,296.10 $0 (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 Salomon Inc Non-Qualified Stock Option Plan of 1984 and the
Salomon Inc Stock Incentive Plan that are covered by this Registration
Statement.
(2) Fee previously paid
* Filed as a Post-Effective Amendment on Form S-8 to such Registration Statement
pursuant to the procedure described herein - see "Explanatory Note".
<PAGE>
EXPLANATORY NOTE
Travelers Group Inc. ("Travelers") hereby amends its Registration
Statement on Form S-4 (No. 333-38647), declared effective on October 24, 1997
(the "S-4"), by filing this Post-Effective Amendment No. 1 on Form S-8 relating
to up to 2,780,478 shares of common stock $.01 par value per share, of
Travelers ("Travelers Common Stock"), issuable upon the exercise of options to
purchase shares of Travelers Common Stock pursuant to the provisions of the
Salomon Inc Non-Qualified Stock Option Plan of 1984 (the "1984 Plan") and the
Salomon Inc Stock Incentive Plan (the "Incentive Plan", collectively, the
"Stock Option Plans") which have been assumed by Travelers pursuant to the
Merger Agreement defined and described below.
Pursuant to the Agreement and Plan of Merger, dated as of September 24,
1997 (the "Merger Agreement"), among Travelers, Diamonds Acquisition Corp.
("Sub") and Salomon Inc ("Salomon"), and the transactions contemplated thereby,
among other things, (i) Sub merged with and into Salomon (the "Merger"), with
Salomon continuing as the surviving corporation and changing its name to Salomon
Smith Barney Holdings Inc. ("Salomon Smith Barney"); (ii) each share of common
stock, par value $1.00 per share, of Salomon (the "Salomon Common Stock") issued
and outstanding immediately prior to the effective time of the Merger (the
"Effective Time"), other than shares owned by Salomon, was converted into the
right to receive 1.695 shares of Travelers Common Stock; and (iii) at the
Effective Time, Travelers assumed the Stock Option Plans (and all outstanding
stock options granted thereunder).
Prior to the Effective Time, stock options granted under the 1984 Plan
related to shares of Salomon Common Stock, which shares had been registered by
Salomon under a Registration Statement on Form S-8 (No. 33-26524).
Subsequent to the filing of the S-4 but prior to the Effective Time, on
November 19, 1997 Travelers paid a three-for-two stock split with respect to
each outstanding share of Travelers Common Stock (the "Stock Split").
This Post-Effective Amendment relates to an aggregate amount of up to
2,780,478 shares of Travelers Common Stock issuable pursuant to the 1984 Plan
and the Incentive Plan. When the S-4 was filed, Travelers registered 204,340,225
shares (equivalent to 136,226,817 shares prior to the Stock Split)(1) of
Travelers Common Stock (the "S-4 Registered Shares"). The S-4 Registered Shares
included 2,780,478 shares (equivalent to 1,853,652 shares prior to the Stock
Split) of Travelers Common Stock ("S-4 Option Shares")
- ----------
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended,
the S-4 was deemed to cover the additional shares of Travelers Common Stock
issuable as a result of the Stock Split.
2
<PAGE>
issuable upon exercise of the outstanding options under the Stock Option Plans
assumed by Travelers.
The designation of this Post-Effective Amendment No. 1 as Registration No.
333-38647-1 denotes that this Post-Effective Amendment relates only to the up to
2,780,478 shares of Travelers Common Stock issuable upon exercise of options
under the Stock Option Plans and that this is the first Post-Effective Amendment
to the S-4 filed with respect to such shares.
3
<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 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
4
<PAGE>
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 not 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 of Article V of the Registrant's By-Laws provides that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
5
<PAGE>
The Registrant 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
Registrant 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 Registrant'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
Registrant'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, 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
6
<PAGE>
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 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
7
<PAGE>
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.
8
<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 this Post-Effective Amendment on Form
S-8 to the Registration Statement (No. 333-38647) on Form S-4 (the "Form S-4")
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 1st day of December, 1997.
TRAVELERS GROUP INC.
(Registrant)
By: /s/ James Dimon
---------------------
James Dimon, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to the Form S-4 has been signed below by the following
persons in the capacities indicated on this 1st day of December, 1997.
SIGNATURE CAPACITY
Chairman of the Board, Chief
Executive Officer (Principal
/s/ Sanford I. Weill Executive Officer) and Director
----------------------
Sanford I. Weill
Senior Vice President and
Chief Financial Officer
/s/ Heidi G. Miller (Principal Financial Officer)
----------------------
Heidi G. Miller
Executive Vice President
and Chief Accounting Officer
/s/ Irwin R. Ettinger (Principal Accounting Officer)
----------------------
Irwin R. Ettinger
* Director
---------------------
C. Michael Armstrong
* Director
---------------------
Judith Arron
9
<PAGE>
SIGNATURE CAPACITY
* Director
---------------------
Kenneth J. Bialkin
* Director
---------------------
Edward H. Budd
* Director
---------------------
Joseph A. Califano, Jr.
* Director
---------------------
Douglas D. Danforth
/s/ James Dimon Director
---------------------
James Dimon
* Director
---------------------
Leslie B. Disharoon
* Director
---------------------
Gerald R. Ford
* Director
---------------------
Thomas W. Jones
* Director
---------------------
Ann D. Jordan
* Director
---------------------
Robert I. Lipp
10
<PAGE>
SIGNATURE CAPACITY
* Director
---------------------
Michael T. Masin
Director
---------------------
Deryck C. Maughan
* Director
---------------------
Dudley C. Mecum
* Director
---------------------
Andrall E. Pearson
* Director
---------------------
Frank J. Tasco
* Director
---------------------
Linda J. Wachner
* Director
---------------------
Joseph R. Wright, Jr.
Director
---------------------
Arthur Zankel
*By: /s/ James Dimon
---------------------
James Dimon
Attorney-in-fact under the Powers of Attorney filed as Exhibit 24
hereto.
11
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
5 Opinion of Stephanie B. Mudick, Esq.,
with respect to the legality of the securities
being registered
23.1 Consent of Stephanie B. Mudick, Esq.
(included in her opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Arthur Andersen LLP
24 Powers of Attorney of certain directors of the Registrant.
12
Exhibit 5
December 1, 1997
Travelers Group Inc.
388 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
I am Deputy General Counsel and Assistant 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 2,780,478 shares of common stock,
$.01 per share par value (the "Shares"), of the Company relating to the Salomon
Inc Non-Qualified Stock Option Plan of 1984 and the Salomon Inc Stock Incentive
Plan, which plans were assumed by the Company on November 28, 1997 (the
"Plans").
In connection with the foregoing, I or attorneys under my supervision have
examined the minute books and stock records of the Company, the Restated
Certificate of Incorporation and By-Laws of the Company, the Registration
Statement, the Plans and resolutions duly adopted by the Board of Directors of
the Company relating to the Plans. 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 such
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted as
originals, the conformity to original documents of all documents submitted as
certified, photostatic or facsimile copies, and the 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 Plans have been duly authorized and, when issued and delivered in
accordance with the terms of the Plans, 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 and the General Corporation Law of the state of
Delaware. I am not admitted to the practice of law in the state of Delaware.
13
<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.
Very truly yours,
/s/ Stephanie B. Mudick
------------------------
Stephanie B. Mudick
Deputy General Counsel
14
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Travelers Group Inc.:
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form S-8 to Form S-4 Registration Statement (No. 333-38647) of Travelers
Group Inc. of our reports dated January 17, 1997 which are incorporated by
reference or included in the 1996 Annual Report on Form 10-K as amended by Form
10-K/A-2, of Travelers Group Inc. We also consent to the incorporation by
reference of our report dated November 28, 1997, with respect to the
supplemental consolidated statement of financial position of Travelers Group
Inc. and subsidiaries as of December 31, 1996 and 1995, and the related
supplemental consolidated statements of income, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996, and the related supplemental financial statement schedule, which report
appears in the Current Report on Form 8-K dated November 28, 1997 of Travelers
Group Inc.
/s/ KPMG Peat Marwick LLP
New York, New York
December 1, 1997
15
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Post-Effective Amendment No. 1 on Form S-8 to Form S-4
Registration Statement of Travelers Group Inc. of our report dated March 13,
1997, related to the consolidated statement of financial condition of Salomon
Inc and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996, which
report is incorporated by reference or included in the annual report on Form
10-K of Salomon Inc for the year ended December 31, 1996.
/s/ Arthur Andersen LLP
New York, New York
November 28, 1997
16
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ C. Michael Armstrong
- --------------------------------------
(Signature) C. Michael Armstrong
17
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Judith Arron
- --------------------------------------
(Signature) Judith Arron
18
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Kenneth J. Bialkin
- --------------------------------------
(Signature) Kenneth J. Bialkin
19
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Edward H. Budd
- --------------------------------------
(Signature) Edward H. Budd
20
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Joseph A. Califano, Jr.
- --------------------------------------
(Signature) Joseph A. Califano, Jr.
21
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Douglas D. Danforth
- --------------------------------------
(Signature) Douglas D. Danforth
22
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Leslie B. Disharoon
- --------------------------------------
(Signature) Leslie B. Disharoon
23
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Gerald R. Ford
- --------------------------------------
(Signature) Gerald R. Ford
24
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Thomas W. Jones
- --------------------------------------
(Signature) Thomas W. Jones
25
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Ann D. Jordan
- --------------------------------------
(Signature) Ann D. Jordan
26
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Robert I. Lipp
- --------------------------------------
(Signature) Robert I. Lipp
27
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Michael T. Masin
- --------------------------------------
(Signature) Michael T. Masin
28
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Dudley C. Mecum
- --------------------------------------
(Signature) Dudley C. Mecum
29
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Andrall E. Pearson
- --------------------------------------
(Signature) Andrall E. Pearson
30
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Frank J. Tasco
- --------------------------------------
(Signature) Frank J. Tasco
31
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Linda J. Wachner
- --------------------------------------
(Signature) Linda J. Wachner
32
<PAGE>
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 of the securities of the Company being registered on the
Registration Statement on Form S-8 to which this power of attorney is filed as
an exhibit (the "Securities"), 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, the Registration Statement on Form S-8
to which this power of attorney is filed as an exhibit, 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 Securities 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 24th day of
September, 1997.
/s/ Joseph R. Wright, Jr.
- --------------------------------------
(Signature) Joseph R. Wright, Jr.
33
