SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12

CITIGROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[CITIGROUP LOGO]
Citigroup Inc.
399 Park Avenue
New York, NY 10043

March 12, 2002

Dear Stockholder:

We cordially invite you to attend Citigroup's annual
stockholders' meeting. The meeting will be held on Tuesday,
April 16, 2002, at 9AM at Carnegie Hall, 154 West 57th Street
in New York City. The entrance to Carnegie Hall is on West
57th Street just east of Seventh Avenue.

At the meeting, stockholders will vote on a number of
important matters. Please take the time to carefully read each
of the proposals described in the attached proxy statement.

Thank you for your support of Citigroup.

Sincerely,

/s/ Sanford I. Weill

Sanford I. Weill
Chairman of the Board
and Chief Executive Officer

--------------------------------------------------------------
This proxy statement and the accompanying proxy card are being
mailed to
Citigroup stockholders beginning about March 15, 2002.

[CITIGROUP LOGO]
Citigroup Inc.
399 Park Avenue
New York, NY 10043

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

Citigroup's annual stockholders' meeting will be held on
Tuesday, April 16, 2002, at 9AM at Carnegie Hall, 154 West
57th Street in New York City. The entrance to Carnegie Hall is
on West 57th Street just east of Seventh Avenue. You will need
an admission ticket or proof of ownership of Citigroup stock
to enter the meeting.

At the meeting, stockholders will be asked to

-- elect directors,

-- ratify the selection of Citigroup's independent auditors
for 2002,

-- act on certain stockholder proposals, and

-- consider any other business properly brought before the
meeting.

The close of business on February 28, 2002 is the record date
for determining stockholders entitled to vote at the annual
meeting. A list of these stockholders will be available at
Citigroup's headquarters, 399 Park Avenue, New York City,
before the annual meeting.

PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE, OR VOTE BY TELEPHONE OR INTERNET
(INSTRUCTIONS ARE ON YOUR PROXY CARD), SO THAT YOUR SHARES
WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL
MEETING.

By order of the board of directors

/s/ Charles O. Prince, III
Charles O. Prince, III
Corporate Secretary

March 12, 2002

CONTENTS

<Table>

ABOUT THE ANNUAL MEETING 1

HOW WE HAVE DONE 3

STOCK OWNERSHIP 5

PROPOSAL 1: ELECTION OF DIRECTORS 8
The Nominees 8
Meetings of the Board of Directors 16
Committees of the Board of Directors 16
Personnel, Compensation and Directors
Committee Interlocks and Insider
Participation and Certain Relationships 17
Directors' Compensation 18

AUDIT COMMITTEE REPORT 19

REPORT OF THE PERSONNEL, COMPENSATION AND
DIRECTORS COMMITTEE ON EXECUTIVE
COMPENSATION 21

EXECUTIVE COMPENSATION 23
Compensation Tables 23
Retirement Plans 28
Employment Protection Agreements 29
Indebtedness 30

PROPOSAL 2: RATIFICATION OF SELECTION OF
AUDITORS 31

STOCKHOLDER PROPOSALS 32

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS 40

COST OF ANNUAL MEETING AND PROXY
SOLICITATION 40

HOUSEHOLDING 40

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING 40

ANNEX A A-1
CITIGROUP INC.
CHARTER OF THE AUDIT COMMITTEE
</Table>

ABOUT THE ANNUAL MEETING

WHO IS SOLICITING MY VOTE?

The board of directors of Citigroup is soliciting your vote at the 2002 annual
meeting of Citigroup's stockholders.

WHAT WILL I BE VOTING ON?

- - Election of directors (see page 8).

- - Ratification of KPMG LLP as Citigroup's auditors for 2002 (see page 31).

- - six stockholder proposals (see page 32).

HOW MANY VOTES DO I HAVE?

You will have one vote for every share of Citigroup common stock you owned on
February 28, 2002 (the record date).

HOW MANY VOTES CAN BE CAST BY ALL STOCKHOLDERS?

5,155,480,368, consisting of one vote for each of Citigroup's shares of common
stock that were outstanding on the record date. There is no cumulative voting.

HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?

A majority of the votes that can be cast, or 2,577,740,185 votes. We urge you to
vote by proxy even if you plan to attend the annual meeting so that we will know
as soon as possible that enough votes will be present for us to hold the
meeting.

DOES ANY SINGLE STOCKHOLDER CONTROL AS MUCH AS 5% OF ANY CLASS OF CITIGROUP'S
VOTING STOCK?

No single stockholder controls as much as 5% of any class of Citigroup's voting
stock.

HOW DO I VOTE?

You can vote either in person at the annual meeting or by proxy without
attending the annual meeting.

To vote by proxy, you must either:

- - fill out the enclosed proxy card, date and sign it, and return it in the
enclosed postage-paid envelope,

- - vote by telephone (instructions are on the proxy card), or

- - vote by Internet (instructions are on the proxy card).

Citigroup employees who participate in Citigroup benefit plans may receive their
proxy cards separately.

If you want to vote in person at the annual meeting, and you hold your Citigroup
stock through a securities broker (that is, in street name), you must obtain a
proxy from your broker and bring that proxy to the meeting.

CAN I CHANGE MY VOTE?

Yes. Just send in a new proxy card with a later date, or cast a new vote by
telephone or Internet, or send a written notice of revocation to Citigroup's
Secretary at the address on the cover of this proxy statement. If you attend the
annual meeting and want to vote in person, you can request that your previously
submitted proxy not be used.

WHAT IF I DON'T VOTE FOR SOME OF THE MATTERS LISTED ON MY PROXY CARD?

If you return a proxy card without indicating your vote, your shares will be
voted for the nominees listed on the card, for KPMG LLP as auditors for 2002,
and against the other proposals.

WHAT IF I VOTE "ABSTAIN"?

A vote to "abstain" on any matter other than the election of directors will have
the effect of a vote against.

CAN MY SHARES BE VOTED IF I DON'T RETURN MY PROXY CARD AND DON'T ATTEND THE
ANNUAL MEETING?

If you don't vote your shares held in street name, your broker can vote your
shares on any of the matters scheduled to come before the meeting, other than
the stockholder proposals.

If your broker does not have discretion to vote your shares held in street name
on a particular proposal and you don't give your broker instructions on how to
vote your shares, the votes will be broker nonvotes, which will have no effect
on the vote for any matter scheduled to be considered at the annual meeting. If
you don't vote your shares held in your name, your shares will not be voted.

COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?

We don't know of any other matters that will be considered at the annual
meeting. If a stockholder proposal that was excluded from this proxy statement
is brought before the meeting, we will vote the proxies against the proposal. If
any other matters arise at the annual meeting, the proxies will be voted at the
discretion of the proxy holders.

WHAT HAPPENS IF THE MEETING IS POSTPONED OR ADJOURNED?

Your proxy will still be good and may be voted at the postponed or adjourned
meeting. You will still be able to change or revoke your proxy until it is
voted.

DO I NEED A TICKET TO ATTEND THE ANNUAL MEETING?

Yes, you will need an admission ticket or proof of ownership of Citigroup stock
to enter the meeting. If you are a stockholder of record, you will find an
admission ticket attached to the proxy card sent to you. If you plan to attend
the meeting, please so indicate when you vote and bring the ticket with you to
the meeting. If your shares are held in the name of a bank, broker or other
holder of record, your admission ticket is the left side of your voting
information form. If you don't bring your admission ticket, or opted to receive
your proxy materials electronically, you will need proof of ownership to be
admitted to the meeting. A recent brokerage statement or letter from a bank or
broker is an example of proof of ownership. If you arrive at the meeting without
an admission ticket, we will admit you only if we are able to verify that you
are a Citigroup stockholder.

HOW CAN I ACCESS CITIGROUP'S PROXY MATERIALS AND ANNUAL REPORT ELECTRONICALLY?

This proxy statement and the 2001 annual report are available on Citigroup's
Internet site at http://www.citigroup.com. Most shareowners can elect to view
future proxy statements and annual reports over the Internet instead of
receiving paper copies in the mail.

If you are a shareowner of record, you can choose this option and save Citigroup
the cost of producing and mailing these documents by following the instructions
provided when you vote over the Internet. If you hold your Citigroup stock
through a bank, broker or other holder of record, please refer to the
information provided by that entity for instructions on how to elect to view
future proxy statements and annual reports over the Internet.

If you choose to view future proxy statements and annual reports over the
Internet, you will receive an e-mail message next year containing the Internet
address to use to access Citigroup's proxy statement and annual report. Your
choice will remain in effect until you tell us otherwise. You do not have to
elect Internet access each year. To view, cancel or change your enrollment
profile, please go to www.InvestorDelivery.com.

HOW WE HAVE DONE

ANNUAL REPORT

By now you should have received Citigroup's annual report to stockholders for
2001. We urge you to read it carefully.

FIVE-YEAR CUMULATIVE TOTAL RETURN

The following graph and table compare the annual changes in Citigroup's
cumulative total return for the last five years with the cumulative total return
of

- - the S&P 500 Index,

- - the S&P Financial Index, and

- - a Peer Index.

The S&P Financial Index is made up of the following Standard & Poor's industry
groups: Money Center Banks, Major Regional Banks, Consumer Finance, Diversified
Financial, Insurance Brokers, Investment Management, Life/ Health Insurance,
Multi-Line Insurance, Property and Casualty Insurance, Investment Banking/
Brokerage and Savings & Loan Companies. Citigroup and the Federal Home Loan
Mortgage Corporation and the Federal National Mortgage Association (each
government sponsored entities), have been excluded from the Index. The Peer
Index comprises ABN Amro Holding N.V., J.P. Morgan Chase & Co., The Hartford
Financial Services Group, Inc., HSBC Holdings plc, MBNA Corporation, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Dean Witter & Co.

The following graph and table show the value at year-end of $100 invested at the
closing price on December 31, 1996 in Citigroup common stock, the S&P 500, the
S&P Financial Index and the Peer Index. The comparisons in this table are set
forth in response to Securities and Exchange Commission (SEC) disclosure
requirements, and therefore are not intended to forecast or be indicative of
future performance of the common stock.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

<Table>
<Caption>
S&P Financial
December 31 Citigroup S&P 500 Index Index Peer Index
----------- --------- ------------- ------------- ----------

1996 100.00 100.00 100.00 100.00
1997 179.86 133.35 152.90 136.30
1998 167.53 171.46 172.17 159.20
1999 284.96 207.53 174.16 230.39
2000 352.02 188.64 220.47 257.07
2001 352.34 166.24 195.19 208.33
</Table>

[CHART]

STOCK OWNERSHIP

Citigroup has long encouraged stock ownership by its directors, officers and
employees to align their interests with the interests of stockholders. We
believe that these policies, which are a unique and distinguishing
characteristic of Citigroup, have been a significant factor in the excellent
returns we have achieved for Citigroup's stockholders.

As part of our commitment to aligning employee and stockholder interests:

- - we pay a significant portion of directors' fees and senior management
compensation in common stock and/or stock options, and

- - our directors and senior management, approximately 150 individuals in all,
have entered into a stock ownership commitment, which provides that they will
hold at least 75% of all Citigroup common stock owned by them on the date they
agree to the commitment and awarded to them in the future, subject to certain
minimum ownership guidelines, for as long as they remain directors or members
of senior management.

For these purposes, "senior management" includes:

- - our management committee, comprised of our most senior executives,

- - the planning groups for the Global Consumer, Global Corporate, Global
Investment Management and Private Banking, and Emerging Markets businesses,
and

- - the most senior members of our corporate staff.

The only exceptions to the stock ownership commitment are gifts to charity,
limited estate planning transactions with family members, and transactions with
Citigroup itself in connection with exercising options or paying withholding
taxes under stock option and restricted or deferred stock plans.

We provide numerous opportunities for employees around the world to own common
stock through periodic management stock option grants, broad-based stock option
grants to all eligible employees, restricted or deferred stock awards, which are
granted at the time annual cash incentive awards are paid, the availability of a
Citigroup common stock fund in the 401(k) plan, various equity based incentive
programs for employees who are paid on commission and participation in
Citigroup's employee stock purchase programs. Our goal is to provide all
employees the opportunity to own stock. These programs provide that opportunity
and approximately two-thirds of our employees currently participate in at least
one of these programs.

The following table shows the beneficial ownership of Citigroup common stock by
our directors, nominees and certain executive officers at February 28, 2002.

<Table>
<Caption>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
STOCK
COMMON OPTIONS
STOCK EXERCISABLE TOTAL
BENEFICIALLY WITHIN COMMON
OWNED 60 DAYS OF STOCK
EXCLUDING RECORD BENEFICIALLY
NAME POSITION OPTIONS DATE OWNED
- ----------------------------------------------------------------------------------------------------------

C. Michael Armstrong Director 83,115 3,750 86,865
Alain J.P. Belda Director 16,377 7,279 23,656
Kenneth J. Bialkin Director 961,685 5,514 967,199
Michael A. Carpenter Executive Officer 1,025,800 749,207 1,775,007
George David Nominee 0 0 0
Kenneth T. Derr Director 51,570 3,750 55,320
John M. Deutch Director 54,361 5,514 59,875
Alfredo Harp Helu Director 17,134,285 0 17,134,285
Roberto Hernandez
Ramirez Director 19,461,525 0 19,461,525
Ann Dibble Jordan Director 19,053 3,750 22,803
Robert I. Lipp Director 1,107,220 1,424,744 2,531,964
Reuben Mark Director 52,307 7,703 60,010
Michael T. Masin Director 20,709 3,750 24,459
Dudley C. Mecum Director 300,267 3,750 304,017
Victor J. Menezes Executive Officer 1,704,206 1,122,599 2,826,845
Richard D. Parsons Director 24,925 3,750 28,675
Andrall E. Pearson Director 233,903 3,750 237,653
Robert E. Rubin Director, Member of the Office 233,699 1,200,000 1,433,699
of the Chairman and Chairman
of the Executive Committee
Franklin A. Thomas Director 89,222 6,714 95,936
Sanford I. Weill Chairman and Chief Executive 22,891,392 9,677,950 32,569,342
Officer
Robert B. Willumstad Executive Officer 1,065,586 484,241 1,549,827
Arthur Zankel Director 477,440 7,703 485,143
The Hon. Gerald R. Ford Honorary Director 115,659 3,750 119,409
All directors and executive 70,972,866 17,566,724 85,539,590
officers as a group (28
persons)
</Table>

At January 31, 2002, no director, nominee or executive officer owned

- - any shares of Citigroup's preferred stock, or

- - as much as 1% of Citigroup's common stock;

however, all of the directors and executive officers as a group beneficially
owned approximately 1.7% of Citigroup's common stock.

Some of the Citigroup shares shown in the preceding table are considered as
beneficially owned under SEC rules, but are shares

- - for which receipt has been deferred under certain directors deferred
compensation plans,

- - held as a tenant-in-common with family members or trusts,

- - owned by a family member or held by a trust for which the director or
executive officer is a trustee but not a beneficiary,

- - for which the director or executive officer has direct or indirect voting
power but not dispositive power, or

- - for which the director or executive officer has direct or indirect voting
power but that are subject to restrictions on disposition, as shown in the
following table:

<Table>
<Caption>
VOTING
TENANT-IN- OWNED BY POWER, VOTING POWER,
COMMON WITH FAMILY BUT NOT BUT SUBJECT TO
RECEIPT FAMILY MEMBER MEMBER DISPOSITIVE RESTRICTIONS ON
DIRECTOR/OFFICER DEFERRED OR FAMILY TRUST OR TRUST POWER DISPOSITION
- ----------------------------------------------------------------------------------------------------

Mr. Armstrong 77,220
Mr. Belda 11,377
Mr. Bialkin 235,437
Mr. Carpenter 800 149 231,847
Mr. Derr 20,834
Mr. Deutch 4,244
Mr. Ford 115,659
Mr. Harp Helu 17,134,285
Mr. Hernandez Ramirez 19,461,525
Ms. Jordan 5,183
Mr. Lipp 5,785 308,404
Mr. Mark 17,307
Mr. Masin 16,709
Mr. Mecum 237,613 5,054*
Mr. Menezes 35,000 595,888
Mr. Parsons 19,925
Mr. Pearson 230,543
Mr. Rubin 227,033
Mr. Thomas 76,617
Mr. Weill 5,900 600* 39,974 446,377
Mr. Willumstad 143,820 8,303 83,030
Mr. Zankel 401,200**
All directors and 964,694 500,224 59,531 2,131,525
executive officers as a
group (28 persons) 37,158,003***
</Table>

* DISCLAIMS BENEFICIAL OWNERSHIP
** DISCLAIMS BENEFICIAL OWNERSHIP OF 1,200 SHARES
*** DISCLAIMS BENEFICIAL OWNERSHIP OF AN AGGREGATE OF 10,734 SHARES

PROPOSAL 1: ELECTION OF DIRECTORS

The board of directors has nominated all of the current directors for
re-election at the 2002 annual meeting except Messrs. Bialkin and Lipp who will
be retiring from the board, effective at the annual meeting, and has nominated
one additional candidate for election to the board. The one-year terms of all of
Citigroup's directors expire at the annual meeting. Directors are not eligible
to stand for re-election after reaching the age of 72, except for Mr. Pearson.

Directors will be elected by a plurality of the votes cast.

THE NOMINEES

The following tables give information -- provided by the nominees -- about their
principal occupation, business experience and other matters.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR EACH OF THE FOLLOWING NOMINEES.

<Table>
<Caption>
NAME AND AGE AT POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
RECORD DATE AND DIRECTORSHIPS
- ------------------------------------------------------------------------------------------------------------------

C. MICHAEL ARMSTRONG CHAIRMAN AND CHIEF EXECUTIVE OFFICER
63 AT&T CORP.
- Chairman and Chief Executive Officer, AT&T Corp. -- 1997 to present
[PHOTO OF C. MICHAEL ARMSTRONG] - Chairman and Chief Executive Officer, Hughes Electronic
Corporation -- 1992 to 1997
- Officer, International Business Machines Corporation -- 1961 to 1992
Member, IBM Management Committee
Chairman, IBM World Trade Corporation
- Director of Citigroup (or predecessor) since 1993
- Other Directorships: Thyssen-Bornemisza Group (Supervisory Board)
- Other Activities: Board of Trustees of Johns Hopkins University, Yale
School of Management (Advisory Board), President's Export Council
(Chairman), Council on Foreign Relations (member), National Security
Telecommunications Advisory Committee (member), Defense Policy Advisory
Committee on Trade (member), Carnegie Hall (Trustee), the Business
Council (member) and the Business Roundtable (member)
</Table>

ALAIN J.P. BELDA CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
58 ALCOA INC.
- Chairman of the Board, Alcoa Inc. -- 2001 to present
[PHOTO OF ALAIN J.P. BELDA] - Chief Executive Officer -- 1999 to present
- Director -- 1999 to present
- President -- 1997 to 2001
- Chief Operating Officer -- 1997 to 1999
- Vice Chairman -- 1995 to 1997
- Executive Vice President -- 1994 to 1995
- President, Alcoa (Latin America) -- 1991 to 1994
- Vice President -- 1982 to 1991
- President, Alcoa Aluminio SA (Brazil) -- 1979 to 1994
- Joined Alcoa -- 1969
- Director of Citigroup (or predecessor) since 1997
- Other Directorships: E. I. du Pont de Nemours and Company
- Other Activities: The Ford Foundation (Trustee)

GEORGE DAVID CHAIRMAN AND CHIEF EXECUTIVE OFFICER
59 UNITED TECHNOLOGIES CORPORATION
[PHOTO OF George David] - Chairman of the Board, United Technologies Corporation --
1997 to present
- Chief Executive Officer -- 1994 to present
- President -- 1992 to 1999
- Director -- 1992 to present
- Nominee for Director of Citigroup; no prior service as a
Director of Citigroup
- Other Activities: Wadsworth Atheneum Museum of Art (President), Institute
for International Economics (member), National Academy Foundation
(member), The Business Roundtable (member) and The Business Council
(member)

KENNETH T. DERR CHAIRMAN OF THE BOARD, RETIRED
65 CHEVRONTEXACO CORPORATION
[PHOTO OF KENNETH T. DERR] - Chairman and Chief Executive Officer, Chevron Corporation -- 1989 to 1999
- Vice Chairman -- 1985 to 1988
- Director -- 1981 to 1999
- President and Chief Executive Officer, Chevron USA Inc. -- 1979 to 1984
- Vice President -- 1972 to 1979
- Assistant to the President -- 1969 to 1972
- Joined Chevron Corporation -- 1960
- Director of Citigroup (or predecessor) since 1987
- Other Directorships: AT&T Corp., Halliburton Company and Calpine
Corporation
- Other Activities: American Petroleum Institute (Director) and The
Business Council (member)
</Table>

JOHN M. DEUTCH INSTITUTE PROFESSOR
63 MASSACHUSETTS INSTITUTE OF TECHNOLOGY
- Institute Professor, M.I.T. -- 1990 to present
[PHOTO OF JOHN M. DEUTCH] - Director of Central Intelligence -- 1995 to 1996
- Deputy Secretary, U.S. Department of Defense -- 1994
- Under Secretary, U.S. Department of Defense -- 1993
- Provost and Karl T. Compton Professor of Chemistry, M.I.T. -- 1985 to
1990
- Dean of Science, M.I.T. -- 1982 to 1985
- Under Secretary, U.S. Department of Energy -- 1979 to 1980
- Director, Energy Research of the U.S. Department of Energy -- 1978
- Director of Citigroup (or predecessor) since 1996 (and 1987 to 1993)
- Other Directorships: Ariad Pharmaceuticals, Inc., CMS Energy, Cummins
Engine Company, Inc., Raytheon Company and Schlumberger, Ltd.

ALFREDO HARP HELU CHAIRMAN OF THE BOARD
58 GRUPO FINANCIERO BANAMEX
- Chairman of the Board, Grupo Financiero Banamex Accival -- 1996 to
[PHOTO OF ALFREDO HARP HELU] present
- Chief Executive Officer, Grupo Financiero Banamex Accival -- 1996 to 1997
- Vice Chairman, S.D. Indeval, Instituto para el Deposito de Valores
(Depository Trust Company) -- 1988 to 1990
- Chairman of the Board, Bolsa Mexicana de Valores (Mexican Stock
Exchange) -- 1988 to 1990
- Chairman of the Board, Asociacion Mexicana de Casas de Bolsa (Mexican
Securities Industry Association) -- 1988 to 1990
- Chairman of the Board, Instituto Mexicano del Mercado de Capitales
(Equity Market Mexican Institute) -- 1988 to 1990
- Chairman of the Board, Centro de Comunicacion Bursatil 2000
(Communication 2000 Securities Center) -- 1988 to 1990
- Co-founder, Casa de Bolsa Acciones y Valores de Mexico (Accival) -- 1971
- Member of the Mexican Stock Exchange -- 1968 to present
- Price Waterhouse y Cia -- 1964 to 1966
- Other Directorships: Fomento Social Banamex (Chairman), Fomento Cultural
Banamex (Chairman), Fondo Ecologico Banamex (Chairman)
- Other Activities: Patronato Centro Cultural Santo Domingo de Oaxaca
(Trustee), Instituto Cultural Mexicano Libanes (Trustee), Museo de
Filatelia de Oaxaca (Trustee), Fideicomiso Amigos de Oaxaca (Trustee)
</Table>

ROBERTO HERNANDEZ RAMIREZ CHAIRMAN OF THE BOARD
59 BANCO NACIONAL DE MEXICO
- Chairman of the Board, Banco Nacional de Mexico -- 1996 to present
[PHOTO OF ROBERTO HERNANDEZ RAMIREZ] - Chief Executive Officer, Banco Nacional de Mexico 1997-2001
- Chairman of the Board, Grupo Financiero Banamex Accival -- 1991 to 1996
- Co-founder, Casa de Bolsa Acciones y Valores de Mexico (Accival) -- 1971
- Chairman of the Board, 1971 to present
- Chairman of the Board, Investment fund companies operated by
Accival -- 1971 to present
- Chairman of the Board, Asociacion Mexicana de Bancos (Bankers
Association) -- 1993 to 1994
- Chairman of the Board, Bolsa Mexicana de Valores (Mexican Stock
Exchange) -- 1974 to 1979
- Member of the Mexican Stock Exchange -- 1968 to present
- Other Activities: Patronato Economico y de Desarrollo de la Universidad
Iberoamericana, Patronato del Museo Nacional de Arte, Instituto de
Fomento e Investigacion Educativa, Consejo Mexicano de Hombres de
Negocios, Centro Mexicano para la Filantropia, Fondo Valle de Bravo de
Solidaridad, Patronato del Centro Historico (Trustee), Patronato del
Museo de Arte del Estado de Veracruz (Trustee), Patronato del Hospital
Infantil de Mexico "Federico Gomez" (Trustee), Patronato del Museo
Dolores Olmedo Patino en Xochimilco (Trustee)

ANN DIBBLE JORDAN CONSULTANT
67 - Director of the Department of Social Services for the University of
Chicago Medical Center -- 1986 to 1987
[PHOTO OF ANN DIBBLE JORDAN] - Field Work Associate Professor at the School of Social Service
Administration of the University of Chicago -- 1970 to 1987
- Director of Social Services of Chicago Lying-in Hospital -- 1970 to 1985
- Director of Citigroup (or predecessor) since 1989
- Other Directorships: Johnson & Johnson Corporation and Automatic Data
Processing, Inc.
- Other Activities: The National Symphony Orchestra (Director), The
Phillips Collection (Director), Child Welfare League (Director) and
Catalyst (Director)
</Table>

REUBEN MARK CHAIRMAN AND CHIEF EXECUTIVE OFFICER
63 COLGATE-PALMOLIVE COMPANY
- Chairman of the Board and Chief Executive Officer, Colgate-Palmolive
[PHOTO OF REUBEN MARK] Company -- 1986 to present
- Chief Executive Officer -- 1984 to 1986
- President (Chief Operating Officer) -- 1983 to 1984
- Director -- 1983 to present
- Executive Vice President -- 1981 to 1983
- Group Vice President -- 1979 to 1981
- Vice President and General Manager, Household Products Division -- 1975
to 1979
- President and General Manager (Venezuela and Canada) -- 1970 to 1974
- Joined Colgate-Palmolive Company -- 1963
- Director of Citigroup (or predecessor) since 1996
- Other Directorships: Pearson plc and AOL Time Warner Inc.
- Other Activities: Catalyst (Director)

MICHAEL T. MASIN VICE CHAIRMAN AND PRESIDENT
57 VERIZON COMMUNICATIONS INC.
- Vice Chairman and President, Verizon Communications Inc. -- 2000 to
[PHOTO OF MICHAEL T. MASIN] present
- President -- International, GTE Corporation -- 1995 to 2000
- Vice Chairman -- 1993 to 2000
- Director -- 1989 to 2000
- Partner, O'Melveny & Myers -- 1977 to 1993
- Director of Citigroup (or predecessor) since 1997
- Other Directorships: Telus Communications, Inc., Puerto Rican Telephone
Company and Genuity, Inc.
- Other Activities: Carnegie Hall (Trustee), W.M. Keck Foundation (Trustee)
and China-American Society (Trustee); Dean's Advisory Council of
Dartmouth College (member) and Dean's Council of UCLA School of Law
(member)

DUDLEY C. MECUM MANAGING DIRECTOR
67 CAPRICORN HOLDINGS, LLC
- Managing Director, Capricorn Holdings, LLC -- 1997 to present
[PHOTO OF DUDLEY C. MECUM] - Partner, G.L. Ohrstrom & Co. -- 1989 to 1996
- Managing Partner, KPMG LLP (New York office) -- 1979 to 1985
- Assistant Secretary of the Army (I&L) -- 1971 to 1973
- Director of Citigroup (or predecessor) since 1986
- Other Directorships: Dyncorp, Lyondell Companies, Inc., Suburban Propane
Partners MLP, CCC Information Services, Inc. and Mrs. Fields Famous
Brands, Inc.
</Table>

RICHARD D. PARSONS CO-CHIEF OPERATING OFFICER
53 AOL TIME WARNER INC.
- Co-Chief Operating Officer, AOL Time Warner Inc. -- 2001 to present;
[PHOTO OF RICHARD D. PARSONS] Chief Executive Officer designate, effective May 2002
- Director, AOL Time Warner (or predecessor) -- 1991 to present
- President, Time Warner Inc. -- 1995 to 2000
- Chairman and Chief Executive Officer, Dime Savings Bank of New
York -- 1991 to 1995
- President and Chief Operating Officer -- 1988 to 1990
- Associate, Partner and Managing Partner, Patterson, Belknap, Webb &
Tyler -- 1977 to 1988
- General Counsel and Associate Director, Domestic Council, White
House -- 1975 to 1977
- Deputy Counsel to the Vice President, Office of the Vice President of the
United States -- 1975
- Assistant and First Assistant Counsel to the Governor, State of New
York -- 1971 to 1974
- Director of Citigroup (or predecessor) since 1996
- Other Directorships: Estee Lauder Companies Inc.

ANDRALL E. PEARSON FOUNDING CHAIRMAN AND CHAIRMAN OF THE
76 EXECUTIVE COMMITTEE
TRICON GLOBAL RESTAURANTS, INC.
[PHOTO OF ANDRALL E. PEARSON] - Founding Chairman and Chairman of the Executive Committee, Tricon Global
Restaurants, Inc. -- 2001 to present
- Chairman and Chief Executive Officer -- 1997 to 2000
- Operating Partner, Clayton, Dubilier & Rice, Inc. -- 1993 to 1997
Chairman of the Board and Director, Alliant Foodservice Inc., a
subsidiary of Clayton, Dubilier & Rice, Inc.
Director, KINKO's Inc., a subsidiary of Clayton, Dubilier & Rice, Inc.
- Professor, Harvard Business School -- 1985 to 1993
(currently Professor Emeritus)
- President and Chief Operating Officer, PepsiCo, Inc. -- 1971 to 1984
- Director of Citigroup (or predecessor) since 1986
</Table>

ROBERT E. RUBIN DIRECTOR, MEMBER OF THE OFFICE OF THE CHAIRMAN AND
63 CHAIRMAN OF THE EXECUTIVE COMMITTEE
CITIGROUP INC.
[PHOTO OF ROBERT E. RUBIN] - Member of the Office of the Chairman and Chairman of the Executive
Committee, Citigroup Inc. -- 1999 to present
- Secretary of the Treasury of the United States -- 1995 to 1999
- Assistant to the President for Economic Policy -- 1993 to 1995
- Co-Senior Partner and Co-Chairman, Goldman, Sachs & Co. -- 1990 to 1992
- Vice-Chairman and Co-Chief Operating Officer -- 1987 to 1990
- Management Committee -- 1980
- General Partner -- 1971
- Joined Goldman, Sachs & Co. -- 1966
- Director of Citigroup since 1999
- Other Directorships: Ford Motor Company and Insight Capital Partners
(Advisory Board)
- Other Activities: Local Initiatives Support Corporation (Chairman) and
The Mount Sinai School of Medicine (Trustee)

FRANKLIN A. THOMAS FORMER PRESIDENT
67 THE FORD FOUNDATION
- President, The Ford Foundation -- 1979 to 1996
[PHOTO OF FRANKLIN A. THOMAS] - Private practice of law -- 1978 to 1979
- President, Bedford-Stuyvesant Restoration Corporation -- 1967 to 1977
- Director of Citigroup (or predecessor) since 1970
- Other Directorships: Alcoa Inc., Cummins Engine Company, Inc., Lucent
Technologies, Inc., Pepsico, Inc., CONOCO Inc. and Avaya Inc.
- Other Activities: September 11th Fund (Chairman)
</Table>

SANFORD I. WEILL CHAIRMAN
68 CHIEF EXECUTIVE OFFICER
CITIGROUP INC.
[PHOTO OF SANFORD I. WEILL] - Chairman and Chief Executive Officer, Citigroup Inc. -- 1998 to present
- Member of the Office of the Chairman -- 1999 to present
- Chairman of the Board and Chief Executive Officer, Travelers
Group -- 1986 to 1998
- President -- 1986 to 1991
- President, American Express Company -- 1983 to 1985
- Chairman of the Board and Chief Executive Officer, American Express
Insurance Services, Inc. -- 1984 to 1985
- Chairman of the Board, Shearson Lehman Brothers Holdings Inc. -- 1984 to
1985
- Chairman of the Board and Chief Executive Officer, or a principal
executive officer, Shearson Lehman Brothers Inc. -- 1965 to 1984
- Founding Partner, Shearson Lehman Brothers Inc.'s predecessor
partnership -- 1960 to 1965
- Director of Citigroup (or predecessor) since 1986
- Other Directorships: AT&T Corp. and United Technologies Corp.
- Other Activities: The Business Roundtable (member), The Business Council
(member), Board of Directors, Federal Reserve Bank of New York
(Director), Board of Trustees, Carnegie Hall (Chairman), Baltimore
Symphony Orchestra (Director), Board of Governors of New York Hospital
(member), Board of Overseers of the Joan and Sanford I. Weill Medical
College & Graduate School of Medical Sciences of Cornell University
(Chairman), The New York and Presbyterian Hospitals (Trustee), Cornell
University's Johnson Graduate School of Management Advisory Council
(member), Cornell University (Trustee Emeritus), National Academy
Foundation (Chairman) and United States Treasury Department's Working
Group on Child Care (member)

ARTHUR ZANKEL MANAGING MEMBER
70 HIGH RISE CAPITAL ADVISORS, LLC
- Managing Member, High Rise Capital Advisors, LLC -- 2000 to present
[PHOTO OF ARTHUR ZANKEL] - Co-Managing Partner, First Manhattan Co. -- 1979 to 1997
- General Partner, First Manhattan Co. -- 1965 to 1999
- Director of Citigroup (or predecessor) since 1986
- Other Directorships: White Mountains Insurance Group Ltd.
- Other Activities: Carnegie Hall (Vice Chairman), Teachers College
(Trustee) and UJA-Federation (Trustee)
</Table>

THE HONORABLE FORMER PRESIDENT OF THE UNITED STATES
GERALD R. FORD, - President of the United States -- August 1974 through January 1977
HONORARY DIRECTOR* - Vice President of the United States -- December 1973 through August 1974
88 - Director or Honorary Director of Citigroup (or predecessor) since 1986
- Other Positions: American Express Company (Advisor to the Board)
[PHOTO OF GERALD R. FORD]
*The Hon. Gerald R. Ford is an honorary director and as such is appointed
by the Board and does not stand for election.
</Table>

MEETINGS OF THE BOARD OF DIRECTORS

The board of directors met 10 times in 2001. Each director attended at least 75
percent of the total number of meetings of the board of directors and board
committees of which he or she was a member in 2001.

COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of the board of directors are:

The executive committee, which acts on behalf of the board if a matter requires
board action before a meeting of the full board can be held.

The audit committee, which among other things:

- - reviews the audit plans and findings of the independent auditors and
Citigroup's internal audit and risk review staff, and the results of
regulatory examinations, and tracks management's corrective action plans where
necessary;

- - reviews Citigroup's financial statements, including any significant financial
items and/or changes in accounting policies, with Citigroup's senior
management and independent auditors;

- - reviews risk and control issues, Citigroup's compliance programs and
significant tax and legal matters; and

- - recommends to the board the annual appointment of independent auditors and
evaluates their independence and performance.

Subcommittees of the audit committee cover Citigroup's corporate and investment
banking businesses and consumer business, including the emerging markets, and
insurance business.

The Audit Committee charter is attached to this proxy statement as Annex A.

The public affairs committee, which reviews Citigroup's relationship with
external constituencies and how Citigroup is viewed by those constituencies. The
committee reviews Citigroup's policies, postures and programs that relate to
public issues of significance to Citigroup and the public at large. These
include the impact of business and business practices on the communities where
Citigroup does business, its ethics and business code of conduct, employee
diversity and other significant public policy issues.

The personnel, compensation and directors committee, which evaluates the efforts
of Citigroup and the board of directors to maintain effective corporate
governance practices and identifies candidates for election to the board of
directors. The committee will consider candidates suggested by directors or
stockholders. Nominations from stockholders, properly submitted in writing to
Citigroup's Secretary, will be referred to the committee for consideration. The
committee reviews the compensation actions for senior management, which includes
the management committee, members of the business planning groups and the most
senior members of corporate staff. The committee is responsible for establishing
compensation for the members of the Office of the Chairman, reviews the
compensation structure for senior management and approves all compensation for
Citigroup's executive officers. The committee is assisted by an independent
compensation consulting firm. The committee also approves broad-based and
special compensation plans across Citigroup.

All of the committees except the executive committee are comprised entirely of
non-management directors.

The following table shows the current membership of each committee and the
number of meetings held by each committee during 2001.

<Table>
<Caption>
PERSONNEL,
COMPENSATION
DIRECTOR EXECUTIVE AUDIT PUBLIC AFFAIRS AND DIRECTORS
- -----------------------------------------------------------------------

Mr. Armstrong X
Mr. Belda X
Mr. Bialkin X X
Mr. Derr X X
Mr. Deutch X X
Mr. Harp Helu
Mr. Hernandez Ramirez
Ms. Jordan X X
Mr. Lipp X
Mr. Mark X X
Mr. Masin X X
Mr. Mecum X Chair
Mr. Parsons X
Mr. Pearson X
Mr. Rubin Chair
Mr. Thomas X Chair X
Mr. Weill X
Mr. Zankel X Chair
2001 meetings 0 8 4 6
</Table>

PERSONNEL, COMPENSATION AND DIRECTORS
COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION AND CERTAIN RELATIONSHIPS

The persons shown above as the members of the personnel, compensation and
directors committee were the only members of the committee during 2001.

Except for Mr. Harp Helu, Mr. Hernandez Ramirez, Mr. Lipp, Mr. Rubin and Mr.
Weill, no director or nominee is a current or former officer or employee of
Citigroup or any of its subsidiaries.

DIRECTORS' COMPENSATION

Directors' compensation is determined by the board. Since its initial public
offering in 1986, Citigroup has paid outside directors in common stock, to
assure that the directors have an ownership interest in common with other
stockholders. Outside directors and the honorary director currently receive an
annual retainer of $125,000, payable either 100% in common stock, receipt of
which may be deferred at the director's election, or up to 50% in cash to cover
taxes and the remainder in common stock. Directors may elect to receive all or a
portion of this compensation in the form of an option to purchase shares of
Citigroup common stock. The number of shares in the option grant are calculated
by dividing the dollar amount elected by one-third of the fair market value of
Citigroup common stock on the grant date. The exercise price of the option is
the closing price of Citigroup common stock on the New York Stock Exchange on
the trading day immediately preceding the grant date. The options vest and
become exercisable in two equal annual installments beginning one year from the
grant date and expire ten years after the grant date.

In addition, outside directors and the honorary director receive an annual
option grant to purchase 5,000 shares of Citigroup common stock. The calculation
of the exercise price and other terms of these options are identical to those
described in the previous paragraph.

Except as described below, directors receive no additional compensation for
participation on board committees and subcommittees. Committee and subcommittee
chairs receive additional compensation of $15,000, except for the chair of the
audit committee, who receives $25,000. This additional compensation is paid in
the same manner as the annual retainer. Additional compensation for special
assignments is determined on a case by case basis, but no such additional
compensation was paid to any director in 2001; however, Mr. Lipp received
$158,152 and certain additional benefits in consideration of his services as
Chairman of TPC from January 2001 to October 2001 and Messrs. Harp Helu and
Hernandez Ramirez received $30,578 and $33,826, respectively, of benefits in
connection with their services to Grupo Financiero Banamex from October 2001 to
December 2001.

Directors who are employees of Citigroup or its subsidiaries do not receive any
compensation for their services as directors.

AUDIT COMMITTEE REPORT

In accordance with its written charter, which was approved in its current form
by the Board of Directors on October 16, 2001, the Audit Committee assists the
Board in oversight of the accounting, auditing, and financial reporting
practices of Citigroup. A copy of the Audit Committee charter is attached to
Citigroup's proxy statement as Annex A.

The Audit Committee consists of six independent members (as independence is
defined by the rules of the New York Stock Exchange and the Federal Deposit
Insurance Corporation).

Management is responsible for the financial reporting process, the preparation
of consolidated financial statements in accordance with generally accepted
accounting principles, the system of internal controls, and procedures designed
to insure compliance with accounting standards and applicable laws and
regulations. Citigroup's independent auditors are responsible for auditing the
financial statements. The Audit Committee's responsibility is to monitor and
review these processes and procedures. The members of the Audit Committee are
not professionally engaged in the practice of accounting or auditing and are not
experts in the fields of accounting or auditing. The Audit Committee relies,
without independent verification, on the information provided to us and on the
representations made by management and the independent auditors that the
financial statements have been prepared in conformity with generally accepted
accounting principles.

During fiscal 2001, the Audit Committee had eight meetings (in addition, the
Global Consumer Audit Subcommittee and the Global Corporate and Investment Bank
Audit Subcommittee each had four meetings and the Global Insurance Audit
Subcommittee had six meetings). The meetings were conducted so as to encourage
communication among the members of the Audit Committee, management, the internal
auditors, and Citigroup's independent auditors, KPMG LLP. Among other things,
the Audit Committee discussed with Citigroup's internal and independent auditors
the overall scope and plans for their respective audits. The Audit Committee
separately met with each of the internal and independent auditors, with and
without management, to discuss the results of their examinations and their
evaluations of Citigroup's internal controls. The Audit Committee also discussed
with Citigroup's independent auditors all matters required by generally accepted
auditing standards, including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".

The Audit Committee reviewed and discussed the audited consolidated financial
statements of Citigroup as of and for the year ended December 31, 2001 with
management, the internal auditors, and Citigroup's independent auditors.

The Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and Citigroup that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees." The
Audit Committee discussed with the auditors any relationships that may have an
impact on their objectivity and independence and satisfied itself as to the
auditors' independence. The Audit Committee also reviewed, among other things,
the amount of fees paid to KPMG for audit and non-audit services and considered
whether the provision of non-audit services by KPMG is compatible with
maintaining KPMG's independence. KPMG did not provide any financial information
systems design or implementation services to Citigroup during the fiscal year
ended December 31, 2001.

Based on the above-mentioned review and discussions with management, the
internal auditors, and the independent auditors, and subject to the limitations
on our role and responsibilities described above and in the Audit Committee
char-
19

ter, the Audit Committee recommended to the Board of Directors that Citigroup's
audited consolidated financial statements be included in Citigroup's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001, for filing with
the Securities and Exchange Commission.

THE AUDIT COMMITTEE:
Dudley C. Mecum (Chairman)
C. Michael Armstrong
Alain J.P. Belda
Kenneth T. Derr
John M. Deutch
Reuben Mark

REPORT OF THE PERSONNEL, COMPENSATION AND
DIRECTORS COMMITTEE ON EXECUTIVE COMPENSATION

COMMITTEE RESPONSIBILITIES. The Personnel, Compensation and Directors Committee
(the "Committee") is responsible, among other things, for evaluating the efforts
of the Company and the Board of Directors to maintain effective corporate
governance practices and identifying candidates for election to the Company's
Board of Directors. The Committee will consider candidates suggested by
directors or stockholders. Nominations from stockholders, properly submitted in
writing to the Secretary of the Company, will be referred to the Committee for
consideration. The Committee sets the compensation for the Office of the
Chairman. In addition, the Committee reviews the compensation structure for
senior management which includes members of the business planning groups and the
most senior members of corporate staff and approves the compensation of all
highly paid officers. Further, the Committee approves broad-based and special
compensation plans across the Company. In executing its compensation
responsibilities, the Committee utilizes the assistance of an independent
compensation consulting firm. No member of the Committee is a former or current
officer or employee of the Company or any of its subsidiaries.

STATEMENT OF PHILOSOPHY. The Company seeks to attract and retain highly
qualified employees at all levels, and in particular, those whose performance is
most critical to the Company's success. To accomplish this, the Company is
willing to provide superior compensation for superior performance. Such
performance is generally measured on the performance of a business unit or on
the performance of the Company as a whole, or using both criteria, as the nature
of an executive's responsibilities may dictate. Factors considered include
earnings, earnings per share, return on equity, return on capital, return on
assets, balance sheet and capital strength, risk containment, franchise
expansion, customer satisfaction, adherence to corporate values and
contributions to both operating unit and Company-wide achievement. In conducting
its assessment, the Committee reviews changes in the Company's and its
individual business units' overall financial results over time, as well as
similar data for comparable companies to the extent available. The Chief
Executive Officer presents to the Committee his assessment of executives, their
accomplishments, and individual and corporate performance.

STOCK OWNERSHIP COMMITMENT. It is the Company's longstanding policy to strongly
encourage stock ownership by both directors and senior management as it serves
to closely align the interests of management with those of the stockholders.
This policy is a unique and distinguishing characteristic of the Company,
encouraging ownership in the following ways:

- - at least 50% and, at the director's election, up to 100% of directors' fees
are paid in Company stock or in Company stock options

- - a broad group of employees, including all members of senior management, are
paid an annual bonus in the form of restricted or deferred Company stock at
the same time cash incentives are paid

- - periodic stock option grants are made globally, with over 145,000 employees
currently holding an outstanding option grant

- - employees below the senior management level are provided the opportunity to
own stock through various broad-based stock option programs, the 401(k) Plan
and a global stock purchase program.

As noted above, to further underscore the Company's commitment to stock
ownership, all members of the Board of Directors and senior executives have
committed to hold at least 75% of any Company stock owned by them on the date
they agree to the commitment and awarded to them in the future, subject to
certain minimum ownership guidelines, as long as they remain

directors or senior executives (the "Stock Ownership Commitment"). Senior
executives include those members of senior management who comprise the
Management Committee, members of the business planning groups and the most
senior members of corporate staff. The only exceptions to the Stock Ownership
Commitment are gifts to charity, limited estate planning transactions with
family members and transactions with the Company itself in connection with
exercising options or paying withholding taxes under stock option and restricted
or deferred stock plans. The Committee believes that this Stock Ownership
Commitment has played, and will continue to play, a significant part in driving
the Company's success in creating value for its stockholders.

COVERED EXECUTIVE COMPENSATION. To secure the deductibility of bonuses awarded
to the five executives (the "Covered Executives") named in the Summary
Compensation Table that follows this report, bonuses to these executives have
been awarded under the 1999 Citigroup Executive Performance Plan (the
"Compensation Plan"), except Mr. Rubin whose compensation is governed by an
employment agreement (the "Employment Agreement") which is described on page 30
of the Company's proxy statement. The Compensation Plan was approved by
stockholders in 1999 and establishes certain performance criteria for
determining the maximum amount of bonus compensation available for the Covered
Executives. Under the Compensation Plan, the creation of any bonus pool for
Covered Executives is contingent upon the Company achieving at least a 10%
return on equity, as defined in the plan. The amount of the bonus pool is
calculated based upon the extent to which the return on equity equals or exceeds
the 10% minimum threshold.

The Compensation Plan further establishes that the maximum percentage of the
bonus pool that may be awarded to a Covered Executive is 30%. The Committee may
award a bonus to the Chief Executive Officer in an amount equal to a maximum of
30% of the bonus pool. The total of the maximum percentages for all Covered
Executives shall not exceed 100% of the bonus pool. The Committee nevertheless
has the discretion to reduce or eliminate payments under the Compensation Plan
to account for results relative to subjective factors, including an executive's
individual performance.

The maximum bonus pool for 2001 for the Covered Executives of the Company, other
than Mr. Rubin, was approximately $198.4 million. The amount awarded to them
from the bonus pool was approximately $48.9 million, which represents less than
25% of the amount permitted to be awarded to the Covered Executives, other than
Mr. Rubin, under the Compensation Plan.

COMPONENTS OF COMPENSATION. Compensation of executive officers consists of base
salary, discretionary bonus awards, which include both cash awards and awards of
restricted or deferred stock, and stock option grants. Executive officers also
participate in benefit plans available to employees generally. Examination of
competitors' pay practices is conducted periodically to ensure that the
Company's compensation policies continue to enable it to attract outstanding new
people, and motivate and retain current valuable employees. Consistent with the
Company's compensation policies, each executive officer received a restricted or
deferred stock award equal to 25% of his or her total annual compensation.

Bonuses are discretionary for all of the Covered Executives, other than Mr.
Rubin whose compensation is governed by his Employment Agreement. However,
bonuses for the Covered Executives, other than Mr. Rubin, are subject to certain
maximum amounts as specified in the Compensation Plan. Bonuses generally
represent a substantial part of total compensation for the Company's executives.
Because bonuses are awarded in the form of cash and restricted or deferred
stock, bonus awards are not only a short-term reward but also a long-term
incentive designed to increase retention and relate directly to the enhancement
of stockholder value. The vesting period applicable to awards of restricted
22

or deferred stock to executives is three years in furtherance of the long-term
nature of such awards.

2001 COMPENSATION. 2001 was a year in which the Company continued to grow
despite unprecedented challenges from both the economy and the terrorist attack
of September 11. Unlike many of its peers, the Company managed a small increase
in earnings for the year after absorbing significant unusual charges. These
earnings, a record for the Company, resulted in a return on shareholders' equity
of approximately 20%. The Company's consumer and emerging markets businesses
were exceedingly strong while its other businesses, exclusive of
property-casualty insurance, managed small increases as well. A significant
strategic acquisition in Mexico, Banamex, should enhance the Company's long-
term prospects internationally.

The Committee believes that management performed exceedingly well under these
unusually difficult circumstances and that the leadership of Mr. Weill was
central to this performance.

THE PERSONNEL, COMPENSATION AND DIRECTORS COMMITTEE:
Arthur Zankel (Chair)
Ann Dibble Jordan
Michael T. Masin
Richard D. Parsons
Andrall E. Pearson
Franklin A. Thomas

EXECUTIVE COMPENSATION

COMPENSATION TABLES

The tables on pages 24 to 28 profile Citigroup's compensation for the Chief
Executive Officer and its four other most highly compensated executive officers
(the covered executives), including salaries and bonuses paid during the last
three years and 2001 option grants and exercises. The form of the tables is set
by SEC regulations.

Summary Compensation Table

The following table shows the compensation of the covered executives for 1999,
2000 and 2001. Share numbers have been restated to eliminate fractional shares
held by covered executives as a result of stock dividends paid in 1993, 1996,
1997, 1999 and 2000 as well as the merger with The Travelers Corporation (1993),
the merger with Salomon Inc (1997) and the merger of Travelers Group and
Citicorp to form Citigroup (the Citigroup merger) (1998).

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION SECURITIES
OTHER RESTRICTED UNDERLYING
NAME AND PRINCIPAL ANNUAL STOCK STOCK OPTIONS ALL OTHER
POSITION AT COMPENSATION AWARDS (NUMBER OF COMPENSATION
DECEMBER 31, 2001 YEAR SALARY($) BONUS($) ($)(A) ($)(B) SHARES) ($)(C)
- ---------------------------------------------------------------------------------------------------------------------

Sanford I. Weill 2001 $1,000,000 $16,986,748 $683,684 $8,017,669 619,095 $6,858
Chairman and CEO 2000 1,000,000 18,484,414 449,404 8,687,442 18,177,203 6,858
1999 1,000,000 8,732,474 448,577 4,356,698 9,157,845 2,022

Michael A. Carpenter 2001 800,000 8,406,250 0 4,091,667 312,486 0
Chairman and CEO, 2000 800,000 8,805,520 * 4,259,304 1,210,403 0
Citigroup Corporate and 1999 600,000 5,082,016 * 2,525,310 657,822 0
Investment Bank and
Salomon Smith Barney

Victor J. Menezes 2001 800,000 3,925,000 * 1,575,000 237,333 1,811
Chairman and CEO, 2000 800,000 4,300,053 * 1,699,947 394,266 2,070
Citibank, N.A. 1999 800,000 2,800,036 * 1,199,965 148,959 37,303

Robert E. Rubin (D) 2001 1,000,000 10,250,000 159,050 5,000,000 100,000 3,564
Director, Chairman of the 2000 1,000,000 10,250,018 259,507 4,999,973 2,000,000 3,564
Executive Committee and 1999 183,333 1,881,976 * 917,899 2,000,000 165
Member of the Office of
the Chairman

Robert B. Willumstad 2001 500,000 3,962,500 * 1,983,333 211,352 2,322
President; Chairman and 2000 500,000 1,944,375 * 805,625 762,430 2,322
CEO, Global Consumer 1999 350,000 1,417,500 * 582,500 475,950 426
Business; Head, Global
Consumer Lending
</Table>

Notes to Summary Compensation Table

(A) Except as shown in this column, no executive officer received other annual
compensation during 2001 required to be shown in this column. Mr. Weill's other
compensation includes $359,995 for required use of company transportation and
Mr. Rubin's other compensation includes $159,050 for use of company
transportation. An asterisk (*) indicates that the total amount of perquisites
or personal benefits paid to an executive officer during the referenced year was
less than $50,000, the minimum, under SEC rules, an executive must have received
before any amount is required to be shown in this column.

(B) Restricted stock awards are made under Citigroup's capital accumulation
program (CAP). Generally, awards of restricted stock under CAP are discounted
25% from market value to reflect restrictions on transfer. All of the covered
executives participate in CAP, with 25% of their annual cash compensation
(salary and bonus) paid in restricted stock. However, under the terms of the CAP
program, which provides that Citicorp employees who are grandfathered in the
Citibank Retirement Plan are not entitled to receive discounted stock awards,
none of Mr. Menezes' stock awards were discounted. CAP is mandatory

(Footnotes continued on following page)

(Footnotes continued from preceding page)

for Citigroup senior management and certain other employees.

Under CAP, a recipient may not transfer restricted stock for three years after
the award. If the recipient is still employed by Citigroup at the end of three
years, the restricted stock becomes fully vested and freely transferable
(subject to the stock ownership commitment described above). From the date of
award, the recipient can direct the vote on the restricted stock and receives
regular dividends.

As of December 31, 2001 (excluding awards that vested in January 2002, but
including awards made in February 2002), total holdings of restricted stock of
Citigroup and the market value of such shares for the covered executives was:

<Table>
<Caption>
MARKET
EXECUTIVE SHARES VALUE
- ------------------------------------------------

Mr. Weill 446,377 $22,533,111
Mr. Carpenter 231,847 11,703,636
Mr. Menezes 95,887 4,840,376
Mr. Rubin 227,033 11,460,625
Mr. Willumstad 83,031 4,191,405
</Table>

The market price at December 31, 2001 was $50.48 per share. All shares were
awarded under CAP.

(C) Includes supplemental life insurance paid by Citigroup. For Mr. Menezes
for 1999, includes cash compensation earned under the Citicorp Savings Incentive
Plan. Amounts in excess of contribution limits established by the IRS were paid
to Mr. Menezes in cash. This program is no longer available to senior
executives.

(D) As Mr. Rubin became an officer and director of Citigroup on October 26,
1999, his 1999 compensation is for the period from October 26, 1999 through
December 31, 1999.

Stock Options Granted Table

The following table shows 2001 stock option grants to the covered executives.
All 2001 stock option grants, including reload options, were made under the
Citigroup 1999 Stock Incentive Plan. The value of stock options depends upon a
long-term increase in the market price of the common stock: if the stock price
does not increase, the options will be worthless; if the stock price does
increase, the increase will benefit all stockholders.

The table describes options as either "initial" or "reload." Unless otherwise
stated:

- - The per share exercise price of all options is the closing price on the New
York Stock Exchange (the NYSE) on the trading day before the option grant.

- - Initial options generally vest in cumulative installments of 20% per year over
a five year period and remain exercisable until the tenth anniversary of the
grant.

Reload Options

Under the reload program, option holders can use Citigroup common stock they
have owned for at least six months to pay the exercise price of their options
and have shares withheld for the payment of income taxes due on exercise. They
then receive a new reload option to make up for the shares they used or had
withheld.

Reload options maintain the option holder's commitment to Citigroup by
maintaining as closely as
25

possible the holder's net equity position - the sum of shares owned and shares
subject to option.

The personnel, compensation and directors committee determines at the time of
grant whether an option may be exercised under the reload program, and may amend
the program guidelines at any time. For optionees who are eligible to
participate in the reload program, the issuance of a reload option is not a new
discretionary grant by Citigroup. Rather, the issuance results from rights that
were granted to the option holder as part of the initial option grant. The
reload option does not vest (i.e., become exercisable) for six months and
expires on the expiration date of the initial grant.

2001 OPTION GRANTS

<Table>
<Caption>
INDIVIDUAL GRANTS
% OF TOTAL
NUMBER OF OPTIONS GRANTED
SHARES UNDERLYING TO ALL EMPLOYEES EXERCISE OR GRANT DATE
OPTIONS GRANTED(A) IN 2001 BASE PRICE EXPIRATION PRESENT VALUE
NAME INITIAL RELOAD INITIAL RELOAD ($ PER SHARE) DATE ($)(B)
- -----------------------------------------------------------------------------------------------------------

Sanford I. Weill 125,000 .20 $53.1250 1/16/11 $ 1,525,964
494,095 3.62 46.2500 11/02/08 2,107,898
--------- ---------- ---- ----- -----------
Total 125,000 494,095 .20 3.62 3,633,862
========= ========== ==== ===== ===========
Michael A. Carpenter 100,000 .16 53.1250 1/16/11 1,220,771
53,041 .40 54.9375 2/03/05 341,441
22,112 .16 45.5200 11/01/06 93,191
137,333 1.01 46.2500 11/02/08 585,887
--------- ---------- ---- ----- -----------
Total 100,000 212,486 .16 1.57 2,241,290
========= ========== ==== ===== ===========
Victor J. Menezes 100,000 .16 53.1250 1/16/11 1,220,771
137,333 1.01 46.2500 11/02/08 585,887
--------- ---------- ---- ----- -----------
Total 100,000 137,333 .16 1.01 1,806,658
========= ========== ==== ===== ===========
Robert E. Rubin 100,000 .16 53.1250 1/16/11 1,220,771
========= ==== ===========
Robert Willumstad 100,000 .16 53.1250 1/16/11 1,220,771
13,193 .10 54.9375 1/28/08 84,927
13,457 .10 55.1875 1/28/08 86,372
84,702 .62 46.2500 11/02/08 361,354
--------- ---------- ---- ----- -----------
100,000 111,352 .16 .82 1,753,424
========= ========== ==== ===== ===========
</Table>

Notes to Option Grants Table

(A) The total options outstanding at the end of 2001 for each covered
executive is shown as "Number of Shares Underlying Unexercised Options at 2001
Year-End" in the table "2001 Aggregated Option Exercises and Year-End Option
Values" below.

(B) The "Grant Date Present Value" numbers in the table were derived by
application of a variation of the Black-Scholes option pricing model. The
following assumptions were used in employing the model:

- - Stock price volatility was calculated using the closing price of Citigroup
common stock on the NYSE for the year before the option grant date.

- - The risk-free interest rate for each option grant was the interpolated market
yield on the date of grant on a Treasury bill with a term identical

(Footnotes continued on following page)

(Footnotes continued from previous page)

to the subject estimated option life, as reported by the Federal Reserve.

- - The dividend yield (based upon the actual annual dividend rate during 2001)
was assumed to be constant over the life of the option.

- - For reload options, which vest six months after the date of grant, exercise
was assumed to occur approximately twelve months after the grant date, based
on each individual's historical experience of the average period between the
grant date and exercise date.

- - For options that vest at a rate of 20% per year, exercise was assumed to occur
approximately three and one-half years after the grant date, based on an
estimate of the respective average period between the grant date and exercise
date.

- - The values arrived at through the Black-Scholes model were discounted by
18.75% to reflect the reduction in value (as measured by the estimated cost of
protection) of the options for senior management due to the holding
requirements of the stock ownership commitment. For purposes of calculating
the discount, a five year holding period was assumed even though a particular
executive may be a member of senior management for more or less than five
years.

Option Exercises Table

The following table shows the aggregate number of shares underlying options
exercised in 2001 and the value at year-end of outstanding options, whether or
not exercisable.

2001 AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

<Table>
<Caption>
VALUE OF UNEXERCISED
NUMBER OF SHARES IN-THE-MONEY OPTIONS AT
UNDERLYING UNEXERCISED 2001 YEAR-END($)(C)
OPTIONS AT 2001 YEAR-END
SHARES ACQUIRED VALUE REALIZED
NAME ON EXERCISE(A) ($)(B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------

Sanford I. Weill 700,000 $15,925,000 9,677,950 2,339,095 $605,517 $40,085,622
Michael A. Carpenter 300,373 6,473,540 749,207 766,112 152,174 11,557,127
Victor J. Menezes 751,667 28,145,735 1,122,599 744,000 22,887,392 11,447,452
Robert E. Rubin 0 0 1,200,000 2,900,000 11,696,500 17,544,750
Robert B. Willumstad 154,629 3,481,950 484,241 539,369 151,591 7,917,363
</Table>

Notes to Option Exercises Table

(A) This column shows the number of shares underlying options exercised in
2001 by the covered executives. The actual number of shares received by these
individuals from options exercised in 2001 (net of shares used to cover the
exercise price and withheld to pay income tax) was:

<Table>
<Caption>
EXECUTIVE SHARES
- -----------------------------------------------

Mr. Weill.......................... 205,905
Mr. Carpenter...................... 87,886
Mr. Menezes........................ 299,330
Mr. Rubin.......................... 0
Mr. Willumstad..................... 43,277
</Table>

(Footnotes continued on following page)

(Footnotes continued from preceding page)

(B) "Value Realized" is the difference between the exercise price and the
market price on the exercise date, multiplied by the number of options
exercised. "Value Realized" numbers do not necessarily reflect what the
executive might receive if he or she sells the shares acquired by the option
exercise, since the market price of the shares at the time of sale may be higher
or lower than the price on the exercise date of the option. All of the covered
executives have made the stock ownership commitment (described above) to hold at
least 75% of their Citigroup stock while they are members of senior management.

(C) "Value of Unexercised In-the-Money Options" is the aggregate, calculated
on a grant by grant basis, of the product of the number of unexercised options
at the end of 2001 multiplied by the difference between the exercise price for
the grant and the year-end market price, excluding grants for which the
difference is equal to or less than zero.

RETIREMENT PLANS

Qualified Pension Plan

Citigroup's domestic employees are covered by the Citigroup pension plan. Prior
to January 1, 2002, different formulas applied depending upon a given employee's
specific employment history with Citigroup. Effective January 1, 2002, this plan
provides a single benefit formula for most of the covered population. Employees
become eligible to participate in the Citigroup pension plan after one year of
service, and benefits under the Citigroup pension plan generally vest after 5
years of service. The normal form of benefit under the Citigroup pension plan is
a joint and survivor annuity (payable over the life of the participant and
spouse) for married participants, and a single life annuity (payable for the
participant's life only) for single participants. Other forms of payment are
also available.

The Citigroup cash balance benefit is expressed in the form of a hypothetical
account balance. Benefit credits accrue annually at a rate between 1.5% and 6%;
the rate increases with age and service. Interest credits are applied annually
to the prior year's balance; these credits are based on the yield on 30-year
Treasury bonds. Although the normal form of the benefit is an annuity, the
hypothetical account balance is also payable as a single lump sum.

Mr. Menezes accrued benefits in accordance with a prior plan formula. Under this
formula, the benefit is generally equal to 2% of final average salary over a
five-year period for each year of service up to 30 years plus 0.75% for each
year of service over 30 years (up to a maximum of 5 additional years), less a
portion of the primary Social Security amount.

Nonqualified Pension Plans

Effective January 1, 2002, Citigroup's nonqualified pension programs no longer
provide accruals for most employees covered by Citigroup's qualified pension
plan. Prior to 2002, these nonqualified programs provided retirement benefits
for compensation in excess of the Internal Revenue Code compensation limit
($200,000 for 2002), or in respect of benefits accrued in excess of the Internal
Revenue Code benefit limit ($160,000 for 2002).

Mr. Menezes continues to accrue nonqualified benefits under the grandfathered
formula described above. The supplemental nonqualified plan covering Mr. Menezes
was amended in 1999 to limit covered compensation. The annual compensation
covered under this plan is limited by a cap determined based on 1998
compensation levels. This cap increases by 6% for each year

after 1998. The covered compensation for Mr. Menezes is $2,024,727 for 2001 and
$2,146,211 for 2002.

In addition to these programs, there is a supplemental retirement plan that
provided additional pension benefits to certain employees for service through
the end of 1993. Messrs. Weill and Willumstad participated in this program.

Estimated Annual Benefit Under All Plans

The estimated annual benefit provided in total by all plans described above,
expressed in the form of a single life annuity, is as follows:

<Table>
<Caption>
- ---------------------------------------
YEARS OF
SERVICE ESTIMATED
THROUGH ANNUAL
NAME 2001 BENEFIT
- ---------------------------------------

Mr. Weill 15 $673,724
- ---------------------------------------
Mr.
Carpenter 6 23,114
- ---------------------------------------
Mr. Menezes 29 1,357,368
- ---------------------------------------
Mr. Rubin 2 5,653
- ---------------------------------------
Mr.
Willumstad 15 91,152
- ---------------------------------------
</Table>

These estimates are based on the following assumptions:

- - The benefit is determined as of age 65 (or current age if older);

- - Covered compensation for each covered executive remains constant at 2001
levels;

- - Regulatory limits on compensation and benefits, and the Social Security Wage
Base remain constant at 2002 levels;

- - The interest credit rate for cash balance benefits for 2002 (5.5%) remains
constant; and

- - The interest rate used to convert hypothetical account balances to annual
annuities for 2002 (5.5%) remains constant.

EMPLOYMENT PROTECTION AGREEMENTS

In 1986 Citigroup's predecessor entered into an agreement with Mr. Weill
(amended in 1987 and 2001), which provides that Mr. Weill will receive an annual
salary, incentive participation and employee benefits as determined from time to
time by the board. The agreement contains automatic one-year renewals (unless
notice of nonrenewal is given by either party). If Mr. Weill's employment is
terminated as a result of illness, disability or otherwise without cause by
Citigroup, or following Mr. Weill's retirement from Citigroup, all of his stock
options will vest and remain exercisable for their full respective terms.
Following such termination or retirement, Mr. Weill shall be subject to certain
non-competition, non-hire and other provisions in favor of Citigroup. Such
provisions shall be applicable for the remainder of his life, subject to his
ability to opt out after a minimum period of ten years following such
termination or retirement. So long as he does not opt out of such provisions, he
shall be entitled to receive a supplemental pension benefit equal to a $350,000
lifetime annuity and certain other employee benefits and perquisites, including
access to Citigroup facilities and services comparable to those currently made
available to him by Citigroup. In addition, for a period of at least ten years
following such

retirement, Mr. Weill will be required to provide consulting services and advice
to Citigroup for up to 45 days per year for which he will be paid a daily fee
for such services equal to his salary rate at the time of his retirement.

Mr. Rubin is party to an employment agreement dated as of October 26, 1999
(amended in 2002), under which he has agreed to serve as Director, Chairman of
the Executive Committee and a member of the Office of the Chairman of Citigroup.
The agreement provides that Mr. Rubin will receive a base salary of $1 million
annually and a bonus for each of 2000, 2001 and 2002 of $14 million, which bonus
amounts are being deferred. As reflected in the summary compensation table,
these amounts were prorated for 1999. The agreement provides for a grant in each
of 1999 and 2000 of 1.5 million Citigroup stock options, which after giving
effect to the 4-for-3 stock split paid on August 25, 2000, is equivalent to 2
million options, and certain other benefits. Upon reaching age 65, Mr. Rubin's
combined age and service shall be deemed to satisfy the requirements for
retirement for the purposes of all plans and programs of Citigroup (other than
any pension plans sponsored by Citigroup or any of its affiliates). If Mr.
Rubin's employment is terminated without cause, or under certain circumstances,
the agreement provides for certain continued payments and vesting of stock
options and CAP awards. Following any termination, Mr. Rubin would be subject to
certain confidentiality and other provisions in favor of Citigroup.

INDEBTEDNESS

Before and during 2001, certain executive officers have incurred indebtedness to
Salomon Smith Barney, a wholly owned subsidiary of Citigroup and a registered
broker-dealer, and/or other broker/dealer subsidiaries of Citigroup, on margin
loans against securities accounts. The margin loans were made in the ordinary
course of business on substantially the same terms (including interest rates and
collateral) as those prevailing for comparable transactions for other persons,
and did not involve more than the normal risk of collectibility or present other
unfavorable features.

Certain transactions involving loans, deposits, credit cards and sales of
commercial paper, certificates of deposit and other money market instruments and
certain other banking transactions occurred during 2001 between Citibank and
other Citigroup banking subsidiaries on the one hand and certain directors or
executive officers of Citigroup, members of their immediate families,
corporations or organizations of which any of them is an executive officer or
partner or of which any of them is the beneficial owner of 10% or more of any
class of securities, or associates of the directors, the executive officers or
their family members on the other. The transactions were made in the ordinary
course of business on substantially the same terms, including interest rates and
collateral, that prevailed at the time for comparable transactions with other
persons and did not involve more than the normal risk of collectibility or
present other unfavorable features.

PROPOSAL 2: RATIFICATION OF SELECTION OF AUDITORS

The board of directors has selected KPMG LLP as the independent auditors of
Citigroup for 2002. KPMG has served as the independent auditors of Citigroup and
its predecessors since 1969. Arrangements have been made for a representative of
KPMG to attend the Annual Meeting. The representative will have an opportunity
to make a statement if he or she desires to do so, and will be available to
respond to appropriate stockholder questions.

The selection of KPMG as Citigroup's auditors must be ratified by a majority of
the votes cast at the annual meeting.

DISCLOSURE OF AUDITOR FEES

The following is a description of the fees billed to Citigroup by KPMG during
the year ended December 31, 2001:

Audit Fees: Audit fees paid by Citigroup to KPMG in connection with KPMG's
review and audit of Citigroup's annual financial statements for the year ended
December 31, 2001 and KPMG's review of Citigroup's interim financial statements
included in Citigroup's Quarterly Reports on Form 10-Q during the year ended
December 31, 2001 totaled approximately $24.7 million.

Financial Information Systems Design and Implementation Fees: Citigroup did not
engage KPMG to provide advice to Citigroup regarding financial information
systems design and implementation during the year ended December 31, 2001.

All Other Fees: Fees billed to Citigroup by KPMG during the year ended December
31, 2001 for all other services rendered to Citigroup totaled approximately
$31.6 million. These fees can be sub-categorized as follows:

Other Audit and Audit-Related Services. Other audit and audit related services
are services performed by KPMG that are closely related to the performance of
the audit and in many cases could only be provided by our external auditors.
Such services include comfort letters and consents related to SEC registration
statements and other capital raising activities, reports relating to Citigroup's
regulatory filings, reports relating to Citigroup's compliance with provisions
of or calculations required by agreements, agreed-upon procedures, internal
control related reports, and due diligence pertaining to acquisitions, including
consultation on accounting matters. The aggregate fees billed to Citigroup by
KPMG for other audit and audit related services rendered to Citigroup totaled
approximately $10.3 million.

Tax Related Services. The aggregate fees billed to Citigroup by KPMG for tax
related services rendered to Citigroup (including expatriate employee services
in the amount of approximately $8.8 million) totaled approximately $15.5
million.

Other Services. The aggregate fees billed to Citigroup by KPMG for all other
services rendered to Citigroup for matters such as non-financial systems
consulting, reviews of compliance programs of potential acquisition targets, and
certain capital markets related services, totaled approximately $5.8 million.

THE BOARD RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF KPMG AS CITIGROUP'S INDEPENDENT AUDITORS FOR 2002.

STOCKHOLDER PROPOSALS

PROPOSAL 3

Evelyn Y. Davis, Editor, Highlights and Lowlights, Watergate Office Building,
2600 Virginia Ave., N.W., Suite 215, Washington, D.C. 20037, beneficial owner of
2,520 shares, has submitted the following proposal for consideration at the
annual meeting:

RESOLVED: "That the stockholders of Citigroup assembled in Annual Meeting in
person and by proxy, hereby recommend that the Corporation affirm its political
non-partisanship. To this end the following practices are to be avoided:

"(a) The handing of contribution cards of a single political party to an
employee by a supervisor.

"(b) Requesting an employee to send a political contribution to an individual in
the Corporation for a subsequent delivery as part of a group of
contributions to a political party or fund raising committee.

"(c) Requesting an employee to issue personal checks blank as to payee for
subsequent forwarding to a political party, committee or candidate.

"(d) Using supervisory meetings to announce that contribution cards of one party
are available and that anyone desiring cards of a different party will be
supplied one on request to his supervisor.

"(e) Placing a preponderance of contribution cards of one party at mail station
locations."

REASONS: "The Corporation must deal with a great number of governmental units,
commissions and agencies. It should maintain scrupulous political neutrality to
avoid embarrassing entanglements detrimental to its business. Above all, it must
avoid the appearance of coercion in encouraging its employees to make political
contributions against their personal inclination. The Troy (Ohio) News has
condemned partisan solicitation for political purposes by managers in a local
company (not Citigroup)." "And if the Company did not engage in any of the above
practices, to disclose this to ALL shareholders in each quarterly report."

Last year the owners of 203,105,732 shares, representing 6.06% of shares voting,
voted for this proposal."

"If you AGREE, please mark your proxy FOR this resolution."

MANAGEMENT COMMENT

Federal and state regulations, along with Citigroup's own policies and
procedures, adequately address the issues raised by the proposal. Adoption of
the proposal is unnecessary and administratively burdensome and not in the best
interests of Citigroup or its stockholders.

Citigroup is already required to comply with numerous federal and state laws and
regulations governing political contributions. Citigroup sponsors two political
action committees, as authorized by federal and state law, supported solely by
voluntary contributions from employees. This provides an opportunity for
employees to support candidates and public officials whose views are consistent
with Citigroup's long-term legislative and regulatory goals regarding the
financial services industry or the communities served by Citigroup and its
subsidiaries. Citigroup has established policies and procedures to ensure that
such employee contributions are entirely voluntary.

THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.

Adoption of this stockholder proposal must be ratified by a majority of the
votes cast at the annual meeting.

PROPOSAL 4

Clinton Weiman, 2 Roberta Lane, Greenwich, Connecticut 06830, beneficial owner
of 40,694 shares, has submitted the following proposal for consideration at the
annual meeting:

Whereas, a shareholder proposal regarding a matching gift program was presented
at the April 20, 2000 Annual Meeting. The submitted proposal received 5.13 per
cent of votes cast, which according to SEC regulations permits resubmission.

Whereas, on August 4, 2000 Mr. Weill informed employees of a new matching gift
program which falls far short of what a leading corporation should set as an
example. It limits participation to those employees whose compensation is below
$100,000.00 and are not on commission. In addition, retirees are not eligible
and individual contributors may not contribute more than $1000.00 per annum.
Excluding those highly compensated staff eliminates those who are likely to make
significant contributions.

Whereas, on April 13, 2001 the Wall Street Journal reported J.P. Morgan Chase &
Co. announced retirees would no longer be eligible for matching gifts as of
January 16, 2001. Three weeks later as a result of protests by retirees the
program was reinstated. Their President and CEO Mr. Harrison told retirees of
the bank's commitment "to stay at the forefront of charitable giving in
corporate America".

Whereas, in a previous shareholder proposal on this subject, management
recommended a vote against because of "financial liability". When Citigroup
terminated the program in 1998, the total pre-tax cost to Citigroup was 8
million dollars, which represented only 0.12% of profits.

Our proposal allows ALL employees, active and retired to participate. Currently
62% of the top 100 U.S. Corporations include retirees in their programs. This
proposal limits cumulative annual contributions by an individual to $10,000. The
same study revealed 55.8% of these top U.S. Corporations had per annum limits of
$10,000 or more. The proposal anticipates Citigroup or its foundation will match
these gifts on a one to one basis and the benefactors receive a two for one
benefit.

A vote FOR this proposal helps Citigroup be recognized as a leading socially
conscious corporation in America. It also recognizes education, the arts, health
and the environment in our society need the financial support of all our
citizens. Because of the broad geographic locations of its employees and the
diverse interests of its employees the receipt of Citigroup's matching gift
check by as many non-profit institutions as possible is the best and lowest cost
of advertising and marketing that the consumer oriented Citigroup can spend.

It is noteworthy Citigroup recently contributed 15 million dollars in support of
the victims of the World Trade Disaster. Since September 11th the usual
contributions to charities have dried up which makes this effort even more
significant and important.

Your vote FOR and support of this proposal is a positive expression of your
social consciousness for are great country.

MANAGEMENT COMMENT

Citigroup has a matching gift program in place. Adoption of the proposal would
require expanding the program to include people with resources to make
philanthropic contributions on their own and would not be the best allocation of
corporate resources. Citigroup established an employee matching gift program in
October 2000. Employees earning annual compensation of less than $100,000 are
entitled to have 100% of their contributions, up to a maximum of $1,000 per
employee, matched dollar for dollar by Citigroup. The contributions will be
eligible for matching funds only if they are made to non-political, charitable
organizations based in the United

States that are not exclusively sectarian in nature. Approximately 90% of
Citigroup's salaried employees in the United States are eligible to participate
in the program. Because management believes that its more highly compensated
employees are better able to make philanthropic contributions, the program was
not extended to employees earning more than $100,000. Management determined that
the inclusion of retirees and employees earning more than $100,000 in the
program would make the program substantially more expensive for Citigroup.

Management believes that the program it has created achieves a balance between
the desire to assist those employees who need assistance in making philanthropic
contributions with the desire to limit the financial impact of a matching gift
program on Citigroup. The establishment of the program called for by the
proposal would extend the matching gift program to a relatively small number of
individuals who generally are better able to make significant philanthropic
contributions without the assistance of a matching gift and would not be the
best allocation of corporate resources. Therefore, it is not in the best
interests of our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.

Adoption of this stockholder proposal must be ratified by a majority of the
votes cast at the annual meeting.

PROPOSAL 5

Richard A. Dee, 115 East 89th Street, New York, New York 10128, beneficial owner
of 720 shares, has submitted the following proposal for consideration at the
annual meeting:

"STOCKHOLDERS OF PUBLICLY-OWNED CORPORATIONS DO NOT 'ELECT' DIRECTORS. Directors
are 'selected' by incumbent directors and managements -- stockholders merely
'RATIFY' or approve director selections -- just as they ratify the board's
selection of independent auditors.

"The term 'Election of Directors' is misused in corporate proxy materials to
refer to the process by which directors are empowered. The term is
inappropriate -- and it is misleading. WITH NO CHOICE OF CANDIDATES, THERE IS NO
ELECTION.

"Incumbent directors are anxious to protect their absolute power over corporate
activities. The root of that power is control Corporate Governance--which is
assured by control of board composition. Unfortunately, the 'Elective process
rights' of stockholders are being ignored.

"Approval of this Corporate Governance proposal will provide Citigroup
stockholders with a choice of director candidates - an opportunity to vote for
those whose qualifications and views they favor. And its approval will provide
stockholders with 'duly elected' representatives.

"In a democracy, those who govern are duly elected by those whom they
represent -- and they are accountable to those who elect them. Continuing in
public office requires satisfying constituents, not only nominators. Corporate
directors, many of whom divide their time between many companies, take office
unopposed -- and answer only to fellow directors.

"IT IS HEREBY REQUESTED THAT THE BOARD OF DIRECTORS PROMPTLY ADOPT A RESOLUTION
REQUIRING THAT TWO CANDIDATES BE NOMINATED FOR EACH DIRECTORSHIP TO BE FILLED BY
THE VOTING OF STOCKHOLDERS AT ANNUAL MEETINGS. IN ADDITION TO CUSTOMARY PERSONAL
BACKGROUND INFORMATION, PROXY STATEMENTS SHALL INCLUDE A STATEMENT BY EACH
CANDIDATE AS TO WHY HE OR SHE BELIEVES THEY SHOULD BE ELECTED.

"As long as incumbents are permitted to select and to propose only the number of
so-called "candidates" as there are directorships to be filled - and as long as
it is impossible, realistically, for stockholders to utilize successfully what
is supposed to be their right to nominate and elect directors - there will be no
practical means

for stockholders to bring about director turnover - until this or a similar
proposal is adopted. Turnover reduces the possibility of inbreeding and provides
sources of new ideas, viewpoints, approaches.

"The 'pool' from which corporate directors are selected must be expanded from
the current preponderance of present and former chairs and CEO's to include
younger executives, including more women, whose backgrounds well qualify them to
represent the stockholders of particular companies.

"Although director nominees would continue to be selected by incumbents,
approval of this proposal will enable Citigroup stockholders to replace any or
all directors if they become dissatisfied with them - or with the results of
corporate policies and/or performance. Not a happy prospect even for those able
to nominate their possible successors!

"The benefits that will accrue to Citigroup stockholders from directors that
have been democratically-elected, and who are willing to have their respective
qualifications and views considered carefully by stockholders, far outweigh
arguments raised by those accustomed to being "selected'- and those determined
to maintain their absolute power over the Corporate Governance process.

"PLEASE VOTE FOR THIS PROPOSAL."

MANAGEMENT COMMENT

Citigroup has an effective process in place for identifying and electing
candidates to the board of Citigroup. It would be disadvantageous to Citigroup
and its stockholders to change the existing processes as recommended in this
proposal.

The board has established a process for identifying and nominating director
candidates that has resulted in the election of highly qualified and capable
members dedicated in their service to Citigroup. The personnel, compensation and
directors committee determines the desired composition and size of the board and
carefully considers nominees for directorships from a select group of
individuals who are both professionally qualified and legally eligible to serve
as directors of Citigroup. Nominations from stockholders, properly submitted in
writing to our Secretary, are referred to the committee for its consideration.
The committee makes its recommendations to the board based on its judgment as to
which of these candidates will best serve the interests of our stockholders.

The proposal calls for the committee to nominate twice as many candidates as
there are positions to be filled. This would inappropriately politicize the
process of electing our board and potentially alienate many talented candidates
who would choose not to be nominees in this type of election. Moreover, the
divisiveness created by competing slates of nominees, some of whom would be
supported by the committee and some of whom would not have the benefit of such
support, would potentially undermine the effectiveness of the board that is
ultimately elected.

THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.

Adoption of this stockholder proposal must be ratified by a majority of the
votes cast at the annual meeting.

PROPOSAL 6

Harriet Denison, 3406 NW Thurman, Portland, Oregon 97210, on behalf of the Ralph
L. Smith Foundation, beneficial owner of 3,666 shares, Helen Flannery, 66 Tower
Street, #2, Jamaica Plain, Massachusetts 01230, beneficial owner of 266 shares,
Katharine King, 632 Pacific Street, Suite 1, Santa Monica, California 90405,
beneficial owner of 4525 shares, Northstar Asset Management, 30 St. John Street,
Boston, Massachusetts 02130, beneficial owner of 2,925 shares, Carol A. Rice,
5402 Connecticut Avenue, N.W., Apartment 307, Washington, D.C. 20015, beneficial
owner of 266 shares, As You Sow, 540 Pacific Avenue, San Francisco, California
94133, beneficial owner of 333 shares, Daniel Solomon, 1940 15th Street, NW,
Washington, D.C. 20009, beneficial owner of 5,000 shares, Gerald E. Scorse, 392
Central Park West, 11C, New York, New York 10025, beneficial owner of 360
shares, and Trillium Asset Management Corporation, 711 Atlantic Avenue, Boston,
Massachusetts 02111-2809, on behalf of the Advocacy Fund, beneficial owner of
1,400 shares, have submitted the following proposal for consideration at the
annual meeting:

WHEREAS, the sub-prime lending industry has come under increasing public
scrutiny for predatory lending directed at low-income people. Eight states,
including New York and California have adopted rules to curb predatory lending
abuses. Federal regulators and legislators are also considering measures to
protect sub-prime borrowers.

Citigroup's executive officers have made public statements committing to
business practices free of predatory lending. We believe our corporate leaders
should be evaluated on their success in meeting these commitments.

Predatory lending behavior is expensive for borrowers. According to the North
Carolina-based Coalition for Responsible Lending, predatory practices cost
borrowers more than $9 billion annually. Controversial practices such as the
inclusion of prepayment penalties on sub-prime loans, a provision found in 80%
of sub-prime loans, mean that economically vulnerable borrowers often cannot
afford to take advantage of falling interest rates by refinancing their loans.
Conventional borrowers refinance with ease, since only 2% of conventional loans
carry pre-payment penalties.

Predatory lending practices are also expensive for financial institutions. The
United States Federal Trade Commission has filed a $500 million suit against
Citigroup alleging widespread abuses in sub-prime lending practices. In 2001,
Citigroup agreed to a $20 million settlement of deceptive marketing claims
brought by the state of North Carolina against Associates First Capital, which
Citigroup acquired in 2000. The New York Times reported on September 7, 2001
that Citigroup had settled 200 lawsuits pertaining to Associates' lending
practices, with another 400 suits remaining. These suits, and the publicity that
attends them, damage the company's good reputation and divert management
attention from other matters.

Citigroup has slowly made progress in areas deemed by critics to be predatory
practices. In June, 2001 Citigroup demonstrated industry leadership by
suspending the highly controversial sale of single premium credit insurance
policies. In addition, Citigroup now limits prepayment penalties to a maximum of
three years and offers a no prepayment penalty option at a higher interest rate.
Thirty-five states have laws either prohibiting or limiting prepayment
penalties, but Citigroup and other sub-prime lenders have skirted these local
laws by invoking a federal law that transfers regulatory authority for
"alternative mortgages" to the Office of Thrift Supervision, which has no
standards concerning prepayment penalties.

Citigroup continues to be a prime focus of predatory lending protests.
Grassroots community and fair housing activists have called upon Citigroup to
end prepayment penalties on sub-prime loans and to eliminate mandatory
arbitration provisions from sub-prime loans, which limit

the legal recourse of borrowers who believe they have been subject to predatory
practices.

RESOLVED, the Board shall conduct a special executive compensation review to
study linking a portion of executive compensation to addressing predatory
lending practices. Among the factors to be considered in this review:
implementation of policies to prevent predatory lending; constructive meetings
with concerned community groups; and reductions in predatory lending complaints
filed with government bodies. A summary of this review will be published in the
Compensation Committee's report to shareholders.

MANAGEMENT COMMENT

Citigroup opposes the types of predatory lending practices described in the
proposal. Indeed, as noted in the proposal, Citigroup is an industry leader in
the consumer finance business. Citigroup already has processes in place that
address the concerns raised by the proposal. In addition, evaluating executive
performance in the context of the social issues raised by the proposal is
currently part of the process for determining executive compensation.

Citigroup has made great strides in improving lending practices in the consumer
finance industry. With input from customers, community groups, shareholders,
religious organizations, elected officials and regulators, Citigroup's consumer
finance subsidiary, CitiFinancial, has taken the lead in setting standards for
the consumer finance industry. In particular, CitiFinancial has adopted
initiatives in its sales practices, compliance procedures, broker standards, and
foreclosure reviews which are aimed at striking the right balance between
providing access to credit for those who need it most while setting consumer
protection standards that lead the industry.

THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.

Adoption of this stockholder proposal must be ratified by a majority of the
votes cast at the annual meeting.

PROPOSAL 7

SEIU Master Trust, 1313 L Street, N.W., Washington, D.C. 20002, beneficial owner
of 268,291 shares, has submitted the following proposal for consideration at the
annual meeting:

SHAREHOLDER PROPOSAL

RESOLVED: That the shareholders of Citigroup Inc. ("Citigroup" or the
"Company") urge the Board of Directors to seek shareholder approval for future
severance agreements with senior executives that provide benefits in an amount
exceeding 2.99 times the sum of the executive's base salary plus bonus. "Future
severance agreements" include employment agreements containing severance
provisions; retirement agreements; and agreements renewing, modifying or
extending existing such agreements. "Benefits" include lump-sum cash payments
(including payments in lieu of medical and other benefits) and the estimated
present value of periodic retirement payments, fringe benefits and consulting
fees (including reimbursable expenses) to be paid to the executive.

SUPPORTING STATEMENT

We believe that requiring shareholder approval of any agreement -- whether
entered into ahead of time or at the time of termination -- may have the
beneficial effect of insulating the Board from manipulation in the event a
senior executive's employment must be terminated by the Company.

Because it is not always practical to obtain prior shareholder approval, the
Company would have the option, if it implemented this proposal, of seeking
approval after the material terms of the agreement were agreed upon.
Institutional investors such as the California Public Employees Retirement
System recommend shareholder approval of these types of agreements in their
proxy

the beneficial effect of insulating the Board from manipulation in the event a
senior executive's employment must be terminated by the Company.

voting guidelines. The Council of Institutional Investors favors shareholder
approval if the amount payable exceeds 200% of the senior executive's annual
base salary.

For these reasons we urge shareholders
to vote FOR this proposal

MANAGEMENT COMMENT

This proposal, if adopted, would undermine Citigroup's ability to attract and
retain highly qualified senior executives.

Citigroup's management must have the flexibility to tailor compensation
packages, which may include severance provisions, to meet the needs of
prospective executives. Subjecting executive compensation to approval by
stockholders could lead to protracted delays that would impede the recruitment
of top personnel. Imposing stringent guidelines for compensation in lieu of
stockholder approval also eliminates the flexibility that is needed to respond
to the dynamics of negotiating during recruitment. In each case, Citigroup would
be placed at a competitive disadvantage in attracting the best executives if
this proposal were adopted.

THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.

Adoption of this stockholder proposal must be ratified by a majority of the
votes cast at the annual meeting.

PROPOSAL 8

Rainforest Action Network, 22 Pine Street, Suite 500, San Francisco, California
94104, on behalf of Jasper Brinton, beneficial owner of 300 shares, and Sara G.
Whitman, beneficial owner of 700 shares, has submitted the following proposal
for consideration at the annual meeting:

WHEREAS: Evidence suggests global warming may be the most significant
environmental problem facing the planet. The Intergovernmental Panel on Climate
Change (IPCC) -- a United Nations panel of 2,000 of the world's top climate
scientists -- agree that human activities are changing the climate: 1998 was the
hottest year in the last 1,200 years. That same year "extreme weather" events
killed an estimated 32,000 people, displaced 300 million people, and caused $89
billion in damages. In one single year, global warming related weather patterns
caused more financial loss than in the entire decades of the 1980's.

Forests are central both to the global warming problem and to its solution.

Citigroup is currently one of the world's top funders of the fossil fuel and
logging industries. According to Bloomberg analytics, Citigroup was the number
one financer of both the coal industry and fossil fuel industry in the year 2000
measured by loans and corporate bond underwriting. Citigroup is also a major
financial backer of logging and pulp and paper operations.

Corporations are penetrating pristine territory and traditional lands to extract
fossil fuels at great expense to the environment and indigenous peoples.
Citigroup risks damage to its franchise due to negative publicity associated
with environmental destruction and social ills that result from associated
projects. Citigroup's investments in fossil fuels require financial
relationships in politically unstable and biodiverse forest regions including
Peru, Ecuador, Venezuela, Chad, and Indonesia. Many of the projects, such as
Camisea in Peru and the Chad-Cameroon pipeline, are being resisted by local and
indigenous groups who fear the loss of their lives and livelihoods as a result
of the corporate activity. As is evidenced by ongoing campaigns, consumers are
increasingly holding corporations responsible for such investments.

BE IT RESOLVED: the shareholders request the Board move to issue a report that
reflects an economic and environmental commitment to confronting climate change.
Such a report would include (1) a publicly available audit of carbon

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS

Under SEC rules, a stockholder who intends to present a proposal at the next
annual meeting of stockholders and who wishes the proposal to be included in the
proxy statement for that meeting must submit the proposal in writing to the
Secretary of Citigroup, at the address on the cover of this proxy statement. The
proposal must be received no later than November 12, 2002. Stockholders who do
not wish to follow the SEC rules in proposing a matter for action at the next
annual meeting must notify Citigroup in writing of the information required by
the provisions of Citigroup's by-laws dealing with stockholder proposals. The
notice must be delivered to Citigroup's Corporate Secretary between December 17,
2002 and January 16, 2003. You can obtain a copy of Citigroup's by-laws by
writing the Corporate Secretary at the address shown on the cover of this proxy
statement.

COST OF ANNUAL MEETING AND PROXY SOLICITATION

Citigroup pays the cost of the annual meeting and the cost of soliciting
proxies. In addition to soliciting proxies by mail, Citigroup may solicit
proxies by personal interview, telephone and similar means. No director, officer
or employee of Citigroup will be specially compensated for these activities.
Citigroup also intends to request that brokers, banks and other nominees solicit
proxies from their principals and will pay the brokers, banks and other nominees
certain expenses they incur for such activities. Citigroup has retained Morrow &
Co. Inc., a proxy soliciting firm, to assist in the solicitation of proxies, for
an estimated fee of $25,000 plus reimbursement of certain out-of-pocket
expenses.

HOUSEHOLDING

The SEC recently approved a new rule concerning the delivery of annual reports
and proxy statements. It permits a single set of these reports to be sent to any
household at which two or more stockholders reside if they appear to be members
of the same family. Each stockholder continues to receive a separate proxy card.
This procedure, referred to as householding, reduces the volume of duplicate
information stockholders receive and reduces mailing and printing expenses. A
number of brokerage firms have instituted householding. In accordance with a
notice sent earlier this year to certain beneficial shareholders who share a
single address, only one annual report and proxy statement will be sent to that
address unless any stockholder at that address gave contrary instructions.
However, if any such beneficial stockholder residing at such an address wishes
to receive a separate annual report or proxy statement in the future, such
stockholder may telephone toll-free 1-800-542-1061.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

Section 16(a) of the Exchange Act requires Citigroup's officers and directors,
and persons who own more than ten percent of a registered class of Citigroup's
equity securities, to file reports of ownership and changes in ownership with
the SEC and the NYSE, and to furnish Citigroup with copies of the forms. Based
on its review of the forms it received, or written representations from
reporting persons, Citigroup believes that, during 2001, each of its officers,
directors and greater than ten percent stockholders complied with all such
filing requirements.

ANNEX A

CITIGROUP INC.
CHARTER OF THE AUDIT COMMITTEE

MISSION

The Audit Committee of Citigroup Inc. is a standing committee of the Board of
Directors. Through an interactive process with Citigroup's senior management,
Audit and Risk Review, and independent auditors, the Audit Committee receives
information on and oversees the adequacy of the internal control environment
established by management. Given the large size and complexity of Citigroup, the
Audit Committee will apply reasonable materiality standards to all of its
activities.

Although the Audit Committee has the responsibilities and powers set forth in
this Charter, the function of the Audit Committee is oversight. The members of
the Audit Committee are not full-time employees of Citigroup and may not be, and
may not represent themselves to be or to serve as, accountants or auditors by
profession or experts in the fields of accounting or auditing. Consequently, in
carrying out its oversight responsibilities, the Audit Committee is not
providing any expert or special assurance as to Citigroup's financial statements
or any professional certification as to the work of the independent auditors.

The independent auditors are ultimately accountable to the Board of Directors
and the Audit Committee. The Board of Directors, on the basis of the
recommendation of the Audit Committee, has the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent auditors (or to select the independent auditors to be proposed for
stockholder ratification in the proxy statement).

MEMBERSHIP

The Audit Committee shall be comprised of at least three members of the Board of
Directors who shall satisfy the independence, financial literacy and experience
requirements of the New York Stock Exchange and any other regulatory
requirements. The Audit Committee members and the Audit Committee Chairman shall
be designated by the Board of Directors.

SUBCOMMITTEES

The Audit Committee shall have the authority from time to time to establish
subcommittees of the Audit Committee. Each subcommittee shall be comprised of at
least three members, all of whom shall be appointed by the Audit Committee. Each
subcommittee shall have the full power and authority of the full Audit
Committee.

DUTIES AND RESPONSIBILITIES

Specifically, the Audit Committee shall:

- With respect to accounting and financial control policy:

- receive an annual report from the Chief Financial Officer and/or the
Controller relating to accounting policies used in the preparation of
the Citigroup financial statements (specifically those policies for
which management is required to exercise discretion or judgement
regarding the implementation thereof);

A-1

- receive quarterly reports from the Chief Financial Officer and/or the
Controller relating to significant accounting developments and issues,
particularly with respect to reserves, accounting changes and other
financial information; and

- review the possible impact of any impending significant changes in
accounting standards or rules as promulgated by the FASB, SEC or
others.

- With respect to the independent auditors:

- recommend to the Board of Directors the principal independent auditor,
subject to ratification by the stockholders;

- approve the fees to be paid to the independent auditors;

- review on an annual basis the performance of the independent auditors;
and

- monitor the independence of Citigroup's independent auditors,
including a review and discussion of

- the annual communication as to independence delivered by the
independent auditors (Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees");

- non-audit services provided and related fees received (specifically
including, but not limited to, fees relating to financial information
systems design and implementation); and

- recommendations to the Board of Directors to take appropriate action
in response to any concerns raised in the annual communication as to
independence or the related Audit Committee discussions.

- With respect to Audit and Risk Review (ARR):

- review and concur in the appointment and replacement of Citigroup's
Chief Auditor;

- review, based upon the recommendation of the independent auditors and
the Chief Auditor, the scope and plan of the independent audit, and
the scope and plan of the work to be done by ARR;

- review and evaluate the adequacy of the work performed by the Chief
Auditor and ARR, which shall encompass the examination and
effectiveness of Citigroup's internal control and quality of
performance in carrying out assigned control responsibilities;

- address itself to specific issues or problems that arise, with the
objective of identifying which processes need to be enhanced, if any,
and satisfy itself that management has timely and reasonable
corrective action plans; and

- review the report of the Chief Auditor regarding the expenses of, the
perquisites paid to, and the conflicts of interest, if any, of members
of Citigroup's senior management.

- Review and discuss with management and the independent auditors:

- Citigroup's annual financial statements and related footnotes and the
independent auditor's report thereon including any communications
regarding Citigroup's systems of internal control and any significant
recommendations they may offer to improve controls;

A-2

- review the possible impact of any impending significant changes in
accounting standards or rules as promulgated by the FASB, SEC or
others.

- With respect to the independent auditors:

- recommend to the Board of Directors the principal independent auditor,
subject to ratification by the stockholders;

- approve the fees to be paid to the independent auditors;

- review on an annual basis the performance of the independent auditors;
and

- monitor the independence of Citigroup's independent auditors,
including a review and discussion of

- the annual communication as to independence delivered by the
independent auditors (Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees");

- non-audit services provided and related fees received (specifically
including, but not limited to, fees relating to financial information
systems design and implementation); and

- recommendations to the Board of Directors to take appropriate action
in response to any concerns raised in the annual communication as to
independence or the related Audit Committee discussions.

- With respect to Audit and Risk Review (ARR):

- review and concur in the appointment and replacement of Citigroup's
Chief Auditor;

- review, based upon the recommendation of the independent auditors and
the Chief Auditor, the scope and plan of the independent audit, and
the scope and plan of the work to be done by ARR;

- review the report of the Chief Auditor regarding the expenses of, the
perquisites paid to, and the conflicts of interest, if any, of members
of Citigroup's senior management.

- Review and discuss with management and the independent auditors:

A-2

- the quality of Citigroup's accounting principles and any significant
reserves, accruals or estimates which may have a material impact on
the financial statements;

- any serious difficulties or disputes with management encountered by
the independent auditors during the course of the audit and any
instances of second opinions sought by management;

- other matters related to the conduct of the independent audit, which
are communicated to the Audit Committee under generally accepted
auditing standards, including those described in Statement on Auditing
Standards No. 61, "Communication with Audit Committees"; and

- to the extent required under appropriate auditing standards or
securities laws, rules or regulations, certain matters relating to
Citigroup's interim financial statements.

- Consider and review with management and the Chief Auditor:

- the adequacy of Citigroup's system of internal controls over financial
reporting and the safeguarding of assets and compliance with laws and
regulations;

- any difficulties encountered by ARR in the course of their audits,
including any restrictions on the scope of their work or access to
required information; and

- the adequacy of ARR's organization, resources and skills.

- With respect to risk and control issues satisfy itself that:

- management has appropriate procedures, practices and processes in
place to reasonably assure adherence to policies and limits relating
to the assumption of risk; and

- the risks assumed by Citigroup are appropriately reflected in the
books and records of Citigroup and that procedures are in place to
assure the timeliness and integrity of the reporting thereof.

- Recommend, if appropriate, that based on discussions relating to
Citigroup's audited consolidated financial statements and the
independence of Citigroup's independent auditors, that Citigroup's
audited consolidated financial statements be included in Citigroup's
Annual Report on Form 10-K for filing with the Securities and Exchange
Commission.

- Review the findings of the independent auditors and ARR and primary
regulatory agencies, including any annual report of exam/inspections
provided by such agencies, and monitor responses to those findings and
the related corrective action plans.

- Review legal, regulatory and compliance matters that may have a material
impact on the financial statements, and any material reports received
from regulators.

- Receive and consider reports from management on an annual and/or as
needed basis relating to:

- fiduciary compliance;

- tax developments and issues;

- technology control issues and status; and

- fraud and operating losses.

- Evaluate the adequacy of this Audit Committee Charter on an annual basis
and recommend revisions, if any, to the Board of Directors.

A-3

- Prepare any report required by the rules of the Securities and Exchange
Commission to be included in Citigroup's annual proxy statement.

- Perform other oversight functions as requested by the Board of Directors.

MEETINGS

The Audit Committee shall meet four times a year, or more frequently if
circumstances dictate.

The Audit Committee shall meet with and without management present. Separate
meetings with the independent auditors and the Chief Auditor shall be called as
the Audit Committee deems necessary. At least once a year, the Audit Committee
shall meet alone with the independent auditors (no members of management shall
be present), and alone with the Chief Auditor (no other members of management or
the independent auditors shall be present).

REVISED OCTOBER 2001

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(LOGO)

CITIGROUP (logo)
ADMISSION TICKET
2002 Annual Meeting of Stockholders
April 16, 2002 at 9:00 a.m. at
Carnegie Hall, 154 West 57th Street, New York, New York

You should present this admission ticket in order to gain admittance to the meeting. This ticket admits only the stockholder(s)
listed on the reverse side and is not transferable. Each stockholder may be asked to present valid picture identification,
such as a driver's license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

IF YOU SUBMIT YOUR PROXY BY TELEPHONE OR INTERNET, DO NOT RETURN YOUR PROXY CARD.
THANK YOU FOR YOUR PROXY SUBMISSION.

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CITIGROUP INC.
Proxy Solicited on Behalf of the Board of Directors
of Citigroup Inc. for the Annual Meeting, April 16, 2002

The undersigned hereby constitutes and appoints Sanford I. Weill, Robert E. Rubin, and Charles O. Prince, III, and each of
them his or her true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the
Annual Meeting of Stockholders of Citigroup Inc. ("Citigroup") to be held at Carnegie Hall, 154 West 57th Street, New York, New
York, on Tuesday, April 16, 2002 at 9:00 a.m. local time and at any adjournments or postponements thereof, on all matters properly
coming before said Annual Meeting, including but not limited to the matters set forth on the reverse side.

If shares of Citigroup Inc. Common Stock are issued to or held for the account of the undersigned under employee plans and
voting rights attach to such shares (any of such plans, a "Voting Plan"), then the undersigned hereby directs the respective
fiduciary of each applicable Voting Plan to vote all shares of Citigroup Inc. Common Stock in the undersigned's name and/or
account under such Plan in accordance with the instructions given herein, at the Annual Meeting and at any adjournments or
postponements thereof, on all matters properly coming before the Annual Meeting, including but not limited to the matters set
forth on the reverse side.

You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of Directors' recommendations. Your proxy cannot be voted unless you sign,
date and return this card or follow the instructions for telephone or Internet voting set forth above and on the reverse side.

This proxy when properly executed will be voted in the manner directed herein. If no direction is made, this proxy will be
voted FOR Proposals 1-2 and AGAINST Proposals 3-8 and will be voted in the discretion of the proxies (or, in the case of a Voting
Plan, will be voted in the discretion of the plan trustee or administrator) upon such other matters as may properly come before
the Annual Meeting.

IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ABOVE

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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[CITIGROUP LOGO] THREE WAYS TO VOTE

C/O PROXY SERVICES VOTE BY PHONE: 1-800-690-6903
P.O. BOX 9112 1. Read the accompanying Proxy Statement and this proxy card.
FARMINGDALE, NY 11735 2. Call toll free 1-800-690-6903.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple recorded instructions.

VOTE BY INTERNET: WWW.PROXYVOTE.COM
1. Read the accompanying Proxy Statement and this proxy card.
2. Go to website WWW.PROXYVOTE.COM.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple instructions.

VOTE BY MAIL
1. Mark, sign and date your proxy card.
2. Return it in the enclosed postage paid envelope.

YOUR VOTE IS IMPORTANT

Do not return this proxy card if you vote by telephone or Internet.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: CITGRP
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

CITIGROUP INC.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF PROPOSALS 1-2.
VOTE ON DIRECTORS
1. Proposal to elect seventeen directors to a one-year term.
Nominees:
01) C. Michael Armstrong 10) Michael T. Masin For Withhold For All To withhold authority to vote, mark
02) Alain J.P. Belda 11) Dudley C. Mecum All All Except "For All Except" and write the
03) George David 12) Richard D. Parsons nominee's number on the line below.
04) Kenneth T. Derr 13) Andrall E. Pearson
05) John M. Deutch 14) Robert E. Rubin [ ] [ ] [ ]
06) Afredo Harp Helu 15) Franklin A. Thomas ------------------------------------
07) Roberto Hernandez Ramirez 16) Sanford I. Weill
08) Ann Dibble Jordan 17) Arthur Zankel THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST EACH OF
09) Reuben Mark PROPOSALS 3-8.

VOTE ON PROPOSALS FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

2. Proposal to ratify the selection [ ] [ ] [ ] 3. Stockholder proposal regarding [ ] [ ] [ ]
of KPMG LLP as Citigroup's political neutrality.
independent auditors for 2002.
4. Stockholder proposal regarding [ ] [ ] [ ]
employee and retiree matching gift
program.

5. Stockholder proposal regarding [ ] [ ] [ ]
number of candidates for each board
position.

6. Stockholder proposal regarding [ ] [ ] [ ]
executive pay and predatory lending
performance.

7. Stockholder proposal regarding [ ] [ ] [ ]
severance agreements.

8. Stockholder proposal regarding [ ] [ ] [ ]
climate change.

If you plan to attend the Annual Meeting,
please mark this box. [ ]

The signer(s) hereby acknowledge(s) receipt of the Notice of Annual Meeting of Stockholders and accompanying Proxy Statement.
The signer(s) hereby revoke(s) all proxies heretofore given by the signer(s) to vote at said Annual Meeting and any adjournments
or postponements thereof.
IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ON THE REVERSE SIDE.
NOTE: Please sign exactly as name appears herein. Joint owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.

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- ------------------------------------------------- -------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) DATE Signature (Joint Owners) DATE

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