EXHIBIT 24.01

                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


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



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


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



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ George David
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Kenneth T. Derr
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ John M. Deutch
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Roberto Hernandez Ramirez
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


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



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Klaus Kleinfeld
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Andrew N. Liveris
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Dudley C. Mecum
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Anne M. Mulcahy
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Richard D. Parsons
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Judith Rodin
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


                                        /s/ Robert E. Rubin
                                        ----------------------------------------
                                        (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, to do or cause
to be done any and all acts and things and to execute any and all instruments
and documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration of the securities of the Company being registered on the
Registration Statement on Form S-3 to which this power of attorney is filed as
an exhibit (the "Securities"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director of the Company, the Registration
Statement on Form S-3 to which this power of attorney is filed as an exhibit, or
another appropriate form in respect of the registration of the Securities, and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, the
Registration Statement, any other appropriate form or any amendments thereto,
and to file or cause to be filed the same with the Securities and Exchange
Commission, and to effect any and all applications and other instruments in the
name and on behalf of the undersigned which said attorneys-in-fact and agents,
or any of them, deem advisable in order to qualify or register the Securities
under the securities laws of any of the several States; and the undersigned does
hereby ratify all that said attorneys-in-fact or agents, or any of them, shall
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 2006.


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