1
Exhibit 24.01
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ C. Michael Armstrong
---------------------------
(Signature)
2
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Alain J.P. Belda
---------------------------
(Signature)
3
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Kenneth J. Bialkin
---------------------------
(Signature)
4
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Kenneth T. Derr
---------------------------
(Signature)
5
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ John M. Deutch
---------------------------
(Signature)
6
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Ann Dibble Jordan
---------------------------
(Signature)
7
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Robert I. Lipp
---------------------------
(Signature)
8
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Reuben Mark
---------------------------
(Signature)
9
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Michael T. Masin
---------------------------
(Signature)
10
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Dudley C. Mecum
---------------------------
(Signature)
11
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Richard D. Parsons
---------------------------
(Signature)
12
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Andrall G. Pearson
---------------------------
(Signature)
13
POWER OF ATTORNEY
(Form S-3)
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 and Todd S. Thomson, 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-3 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-3 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 21st day of
March, 2001.
Robert E. Rubin
---------------------------
(Signature)
14
POWER OF ATTORNEY
(Form S-3)
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, Robert E. Rubin, Charles O. Prince, III and Todd S. Thomson,
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-3 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-3 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 21st day of
March, 2001.
/s/ Franklin A. Thomas
---------------------------
(Signature)