As filed with the Securities and Exchange Commission on October 8, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
CITIGROUP 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.)
--------
399 Park Avenue 10043
New York, NY (Zip Code)
(Address of principal executive offices)
Citicorp 1988 Stock Incentive Plan
Citicorp 1997 Stock Incentive Plan
Citicorp 1994 Stock Purchase Plan
Citicorp Executive Incentive Compensation Plan
Citibank Savings Incentive Plan
(Full title of the plan)
Stephanie B. Mudick
General Counsel - Corporate Law
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
(Name and address of agent for service)
(212) 559-1000
(Telephone number, including area
code, for agent for service)
---------
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered offering price per aggregate offering registration fee
to be registered share price
- ------------------------ ---------------------- ---------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share (1) 122,000,000 (2) $32.7188 $3,991,693,600 $1,177,549.61
- ------------------------ ---------------------- ---------------------- ------------------------ --------------------
<FN>
(1) In addition, pursuant to rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Citibank Savings Incentive
Plan.
(2) The number of shares to be registered is based upon the maximum number of
shares of common stock, par value $.01 per share, of the Registrant
expected to be issued under the Plans (as defined herein) following the
Merger (as described in the Explanatory Note), minus the 45,754,813 shares
that have been registered under the Post Effective Amendment No. 1 on Form
S-8 to Form S-4 Registration Statement (No. 333-56589) (the
"Post-Effective Amendment").
(3) 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 high and low sale price of the Common Stock as reported
on the New York Stock Exchange on October 7, 1998.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
Citigroup Inc., ("Citigroup") (formerly Travelers Group Inc.), hereby
files this Registration Statement on Form S-8 relating to up to 122,000,000
shares of common stock, $.01 par value per share, of Citigroup ("Citigroup
Common Stock"), issuable pursuant to the provisions of the Citicorp 1988 Stock
Incentive Plan (the "1988 Stock Incentive Plan"), the Citicorp 1997 Stock
Incentive Plan (the "1997 Stock Incentive Plan"), the Citicorp 1994 Stock
Purchase Plan (the "Stock Purchase Plan") and the Citicorp Executive Incentive
Compensation Plan (the "Executive Incentive Compensation Plan"), which have been
assumed by Citigroup pursuant to the Merger Agreement defined and described
below, and the Citibank Savings Incentive Plan (the "Savings Incentive Plan")
(collectively the "Plans").
Pursuant to the Agreement and Plan of Merger dated as of April 5, 1998,
between Citicorp and Travelers Group Inc. ("Travelers"), as supplemented by a
certain letter agreement dated June 8, 1998 among Citicorp, Travelers and Citi
Merger Sub, Inc. ("Citi Merger Sub"), and the transactions contemplated thereby,
(i) Citicorp merged with and into Citi Merger Sub (the "Merger"), with Citi
Merger Sub continuing as the surviving corporation and changing its name to
Citicorp; (ii) Travelers changed its name to Citigroup Inc. (iii) each share of
common stock, par value $1.00 per share of Citicorp (the "Citicorp Common
Stock") issued and outstanding immediately prior to the Effective Time of the
Merger (the "Effective Time") was converted into the right to receive 2.5 shares
of Citigroup Common Stock; and (iv) at the Effective Time, Citigroup assumed all
outstanding obligations to issue Citicorp Common Stock under the Plans.
This Registration Statement relates to an aggregate amount of up to
122,000,000 shares of Citigroup Common Stock issuable pursuant to the Plans (the
"Plan Shares"). In connection with the Merger, Travelers filed its registration
statement on Form S-4 (declared effective on June 11, 1998) (the "S-4")
registering 1,174,986,185 shares of Citigroup Common Stock, which included the
45,754,813 shares (the "S-4 Plan Shares") that were reserved and were expected
to be issued under the Plans on or before the Effective Time. The S-4 Plan
Shares were registered on Form S-8 pursuant to a Post Effective Amendment No. 1
on Form S-8 to Form S-4 Registration Statement (No. 333-56589), declared
effective on October 8, 1998 which Registration Statement is hereby incorporated
by reference in this Registration Statement, pursuant to General Instruction E
of Form S-8. This Registration Statement covers the additional 122,000,000
shares reserved for issuance under the Plans.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citigroup 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 8th day of
October, 1998.
Citigroup Inc.
(Registrant)
By /s/ James Dimon
---------------
James Dimon,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Form S-8 has been signed by the following persons in the capacities
indicated on this 8th day of October, 1998.
Signature Capacity
--------- --------
Chairman of the Board, Co-Chief
/s/ John S. Reed Executive Officer (Principal
---------------------- Executive Officer) and Director
John S. Reed
Chairman of the Board, Co-Chief
/s/ Sanford I. Weill Executive Officer (Principal
---------------------- Executive Officer) and Director
Sanford I. Weill
Executive 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
<PAGE>
*
---------------------- Director
Judith Arron
*
---------------------- Director
Alain J. P. Belda
*
---------------------- Director
Kenneth J. Bialkin
*
---------------------- Director
Kenneth T. Derr
*
---------------------- Director
John M. Deutch
*
---------------------- Director
Ann Dibble Jordan
*
---------------------- Director
Reuben Mark
*
---------------------- Director
Michael T. Masin
*
---------------------- Director
Dudley C. Mecum
*
---------------------- Director
Richard D. Parsons
*
---------------------- Director
Andrall E. Pearson
<PAGE>
*
---------------------- Director
Robert B. Shapiro
*
---------------------- Director
Franklin A. Thomas
*
---------------------- Director
Edgar S. Woolard
*
---------------------- Director
Arthur Zankel
*By: /s/ James Dimon
-------------------------
James Dimon, as
Attorney-in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
5 Opinion of Stephanie B. Mudick
with respect to the legality of the securities
being registered
23.1 Consent of Stephanie B. Mudick
(included in the opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Arthur Andersen LLP
24 Powers of Attorney of certain directors of the Registrant.
Exhibit 5
October 8, 1998
Citigroup Inc.
399 Park Avenue
New York, NY 10043
Ladies and Gentlemen:
I am General Counsel-Corporate Law and Assistant Secretary of Citigroup
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 122 million shares of common stock,
$.01 per share par value (the "Shares"), of the Company relating to the Citicorp
1988 Stock Incentive Plan, the Citicorp 1997 Stock Incentive Plan, the Citicorp
1994 Stock Purchase Plan and the Citicorp Executive Incentive Compensation Plan,
which plans were assumed by the Company on October 8, 1998 and the Citibank
Savings Incentive Plan (collectively, 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, as amended, 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.
<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 Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stephanie B. Mudick
--------------------
Stephanie B. Mudick
General Counsel-Corporate Law
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Citigroup Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Citigroup Inc. of our reports dated January 26, 1998 relating to the
consolidated statement of financial position of Travelers Group Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1997, which reports are
incorporated by reference or included in the 1997 Annual Report on Form 10-K/A-1
of Travelers Group Inc. incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
New York, New York
October 8, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Citigroup Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Citigroup Inc. of our report dated January 20, 1998 relating to the
consolidated balance sheets of Citicorp and subsidiaries as of December 31, 1997
and 1996, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, and the related consolidated balance sheets of
Citibank, N.A. and subsidiaries as of December 31, 1997 and 1996, which report
is included in the Current Report on Form 8-K of Travelers Group Inc. dated
April 8, 1998 incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
New York, New York
October 8, 1998
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Citigroup Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in the Form S-8 Registration Statement of Citigroup Inc. (the
"Registration Statement"), of our report dated March 13, 1997, relating 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 Travelers Group Inc.
for the year ended December 31, 1997, as amended by Form 10-K/A-1.
Arthur Andersen LLP
/s/ Arthur Andersen LLP
New York, New York
October 8, 1998
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, Irwin Ettinger 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, a
registration statement under Rule 462(b) of the Securities Act, 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 22nd day of
April, 1998.
/s/ Judith Arron
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, 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 8th day of
October, 1998.
/s/ Alain J. P. Belda
- --------------------------------------
(Signature)
<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, Irwin Ettinger 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, a
registration statement under Rule 462(b) of the Securities Act, 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 7th day of
October, 1998.
/s/ Kenneth J. Bialkin
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, 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 8th day of
October, 1998.
/s/ Kenneth T. Derr
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, 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 8th day of
October, 1998.
/s/ John M. Deutch
- --------------------------------------
(Signature)
<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, Irwin Ettinger 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 (the "Securities Act"), 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 to be issued or reserved for issuance in connection
with the transactions described in 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, a registration statement under Rule 462(b) of the
Securities Act, 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 7th day of
October, 1998.
/s/ Ann Dibble Jordan
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, 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 8th day of
October, 1998.
/s/ Reuben Mark
- --------------------------------------
(Signature)
<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, Irwin Ettinger 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, a
registration statement under Rule 462(b) of the Securities Act, 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 7th day of
October, 1998.
/s/ Michael T. Masin
- --------------------------------------
(Signature)
<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, Irwin Ettinger 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, a
registration statement under Rule 462(b) of the Securities Act, 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 7th day of
October, 1998.
/s/ Dudley C. Mecum
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, 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 8th day of
October, 1998.
/s/ Richard D. Parsons
- --------------------------------------
(Signature)
<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, Irwin Ettinger 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, a
registration statement under Rule 462(b) of the Securities Act, 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 7th day of
October, 1998.
/s/ Andrall E. Pearson
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, 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 8th day of
October, 1998.
/s/ Robert B. Shapiro
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, 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 8th day of
October, 1998.
/s/ Franklin A. Thomas
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, 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 8th day of
October, 1998.
/s/ Edgar S. Woolard
- --------------------------------------
(Signature)
<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, Irwin Ettinger 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, a
registration statement under Rule 462(b) of the Securities Act, 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 7th day of
October, 1998.
/s/ Arthur Zankel
- --------------------------------------
(Signature)
