CITIGROUP INC
S-8, EX-24, 2000-12-01
NATIONAL COMMERCIAL BANKS
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<PAGE>   1



                                                                      EXHIBIT 24

                                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, 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-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 of the Company, 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 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)
                                                        C. Michael Armstrong

<PAGE>   2



                                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, 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-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 of the Company, 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 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)
                                                        Alain J.P. Belda

<PAGE>   3


                                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, 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-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 of the Company, 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 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)
                                                        Kenneth J. Bialkin

<PAGE>   4



                                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, 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-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 of the Company, 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 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)
                                                           Kenneth T. Derr



<PAGE>   5


                                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, 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-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 of the Company, 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 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)
                                                   John M. Deutch


<PAGE>   6


                                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, 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-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 of the Company, 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 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 D. Jordan
                                                      --------------------------
                                                      (Signature)
                                                             Ann D. Jordan

<PAGE>   7



                                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, 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-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 of the Company, 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 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)
                                                            Robert I. Lipp
<PAGE>   8



                                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, 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-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 of the Company, 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 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 I. Mark
                                                     ---------------------------
                                                     (Signature)
                                                            Reuben I. Mark

<PAGE>   9



                                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, 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-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 of the Company, 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 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)
                                                            Michael T. Masin
<PAGE>   10



                                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, 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-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 of the Company, 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 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)
                                                           Dudley C. Mecum

<PAGE>   11



                                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, 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-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 of the Company, 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 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)
                                                           Richard D. Parsons

<PAGE>   12


                                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, 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-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 of the Company, 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 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)
                                                         Andrall E. Pearson


<PAGE>   13


                                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, 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-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 of the Company, 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 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)
                                                            Robert E. Rubin

<PAGE>   14



                                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, 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-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 of the Company, 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 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 18th day
of September, 2000.

                                                       /s/ Franklin A. Thomas
                                                   -----------------------------
                                                   (Signature)
                                                   Franklin A. Thomas


<PAGE>   15



                                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, 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-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 of the Company, 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 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)
                                                              Arthur Zankel



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