CITIGROUP INC
S-3, EX-24, 2000-10-23
NATIONAL COMMERCIAL BANKS
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                                                               Exhibit 24.01


                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ C. Michael Armstrong
                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Alain J. P. Belda
                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Kenneth J. Bialkin
                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 17th day
of September, 2000.


                                          /s/ Kenneth T. Derr

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ John M. Deutch

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Ann Dibble Jordan
                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Robert I. Lipp
                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Reuben Mark

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Michael T. Masin

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Dudley C. Mecum

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Richard D. Parsons

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Andrall E. Pearson

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Robert E. Rubin

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Franklin A. Thomas

                                          ---------------------------
                                                (Signature)





                             POWER OF ATTORNEY

                                 (Form S-4)

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, Charles O. Prince, III, Stephanie
B. Mudick and John R. Dye, 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 being registered on the Registration Statement on Form S-4 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 of the Company, the Registration Statement on Form S-4 to which
this power of attorney is filed as an exhibit, a Registration Statement
under Rule 462(b) of the Securities Act, or another appropriate form in
respect of the registration of the Securities, 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, any such
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 19th day
of September, 2000.


                                          /s/ Arthur Zankel
                                          ---------------------------
                                                (Signature)





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