ballroom stage looking at his watch. His gray suit stretched to accommodate his

paunch, his tie shined a bright power red. Before him sat a rapt audience of

shareholders-patient, expectant, ready. It was just past 9 a.m. on April 17,

and Mr. Weill was ready to call to order his first shareholders' meeting as

sole chairman and chief executive of Citigroup.

"As soon as we find our board, we will start," he said to

some colleagues. "Anyone seen them?" Almost as if on cue, a side door by the

stage opened. Fourteen dark-suited men and one woman filed quietly into the

ballroom and filled up the first two rows of red mohair seats.

"I was beginning to think you guys mutinied," he said, sotto

voce, to his directors as they settled into their seats. Then he laughed, his

face flushed with pleasure. Mr. Weill reached for the microphone. His

opera-singer chest seemed to expand. "I apologize for being late," he said to

the packed hall. "But as you can see, my board is truly independent. They

thought the meeting started at 9:05."

The audience laughed.

Mr. Weill then introduced his starting line-up.

"Mike Armstrong, Ken Bialkin, Ken Derr, John Deutch, Ann

Jordan, Bob Lipp," he said, "Reuben Mark, Mike Masin, Dudley Mecum, Richard

Parsons, Andy Pearson, Bob Rubin"-at this there were cheers and a few hoots

from the gallery, and he went on booming into the microphone-"Frank Thomas and

Art Zankel." Each director, save Mr. Rubin, who was used to the exposure,

offered a weak hand-wave. Then Mr. Weill introduced "our honorary director,

President Gerald Ford," and the wizened 87-year-old ex-President turned to face

the applause and waved.

Sandy Weill had presented his all-star team. It is a team

that, by almost any accounting, is the most powerful board in the city. For the

first time in his career, Mr. Weill has a monster balance sheet, a monster

brand and a monster board to feed his still restless ambitions. And what does

such a board give Mr. Weill? It makes him a true insider. It's one thing to be

a takeover king; it's another to preside over such a board. To hobnob with Bob

Rubin, to hop on the jet with Mike Armstrong, to ponder China with ex-C.I.A.

head John Deutch-this is the real stuff. While Wall Street's top executives

still worry, sweat and scheme, Mr. Weill seems finished with the dirty work.

It's his moment to achieve something beyond raw power, which is buyable, to

affect some of Mr. Rubin's effortless boardroom cool. Mr. Weill is now defined

by the very classy board that surrounds him, a board that shows he has come

further than the Icahns, the Perelmans, the Steinbergs-all the others who have

tried to buy their way into the inner circle. To have a board like his is the

real gauge of power in New York. When you've got it, flaunt it.

It is a unique conglomeration: nine Travelers holdovers, six

members of the former Citicorp board and Mr. Rubin-heavyweights one and all.

And when you compare his board to other Wall Street boards-there is no comparison. Morgan Stanley,

Merrill Lynch, J.P. Morgan Chase or Bear Stearns-the Street's biggest power

brokers are choosing boards that are meek, packed with company insiders you've

never heard of. Surviving at the top of a Wall Street firm is no walk in the

park these days. Ask Goldman Sachs' Jon Corzine, Morgan Stanley's John Mack and

even Mr. Reed. It's much easier to pack your board with go-to guys who will

stick it out with you in the boardroom foxhole.

So, at the Bear Stearns shareholders' meeting a month ago,

chairman Ace Greenberg didn't give a big introduction to 74-year-old director

Carl Glickman ( who's he? -private investor),

or to William Mack (founder and managing partner of the Apollo Real Estate

Funds). Star power?  Four of the 11

directors are Bear Stearns executives.

At Morgan Stanley's recent shareholders meeting, chairman

and chief executive Phil Purcell talked a lot about the choppy markets, but

aside from his president, Bob Scott, his board was not even there, and the

missing were mostly relatively obscure retired C.E.O.'s anyhow, with

long-standing ties to Mr. Purcell.

But the Citigroup board-well, that's a different story:

rainmakers, luminaries and corporate chieftains, plus a couple of well-placed

cronies. And in this season of market anxiety, the power that 50- and

60-year-old men in suits wield, particularly when placed behind burnished oak

tables, may be just what the doctor ordered.

The Wise Men are back. Wasn't that the message on April 18

when the king of all boardrooms, Fed chairman Alan Greenspan, snapped the

markets out of their slumber with a surprise .50-basis-point rate cut?  It was the ultimate boardroom act:

super-secretive, incisively aimed, dramatic-Greatest Generation

sleight-of-hand, safely back where it had long resided, in wood-paneled closed

boardrooms.

In that respect, there was something reassuring about Sandy

Weill's board. And not just to Sandy Weill, but to the spectator. As theater it

was wonderful, and think about what it did for Mr. Weill.

The board itself is the result of the 1998

Travelers-Citicorp merger. It was made up of 19 members, eight each from

Travelers and Citicorp, plus Mr. Reed, Mr. Weill and President Ford, the

honorary member. Three years later, Mr. Reed has gone, and so have two others,

leaving the current 17, with the addition of Mr. Rubin. It is a board that

reflects the wild and varied history of Mr. Weill's career: Shearson Loeb

Rhoades, Commercial Credit, Primerica, Travelers and, of course, Citicorp-just

about all the stops along Mr. Weill's magical Wall Street tour.

And it truly is his board. That was made clear last March

when, in an all-day session called by the directors for the inevitable showdown

between Citigroup's incompatible co-chairmen, the board chose the 68-year-old

Mr. Weill over the 61-year-old Mr. Reed, after having heard presentations from

both. No one was surprised. Just as no one ever expected Mr. Weill to live

forever in harmony with American Express chief executive Jim Robinson following

AmEx's 1980 takeover of Mr. Weill's Shearson Loeb Rhoades, no one really

believed the cheery corporate spin of Sandy and John, co-chairs and C.E.O.'s,

having a blast together in the executive suite.

Having been forced out by Mr. Robinson in 1985 taught Mr.

Weill a lesson. Early on after the merger, he made his move against the cold,

removed and technocratic Mr. Reed, putting his people in place and selling himself

and his vision to the six Citicorp directors on the Citigroup board. That left

Mr. Reed with no real base on his own board and the directors a natural choice:

Mr. Weill.

Sandy's Guys

Suddenly, Mr. Weill's directors had morphed from a select

group of his friends with a small sprinkling of stars to a weighty cluster of

power brokers. Indeed, from 1964 through 1980, when he was bought out by

American Express, his boards have grown and evolved through all the

acquisitions-more than 15-in which Mr. Weill has engaged.

Which is not to say that his boards automatically signed off

on everything he did. "For Sandy, his board was not just a rubber stamp," said

Peter Cohen, former Shearson C.E.O. and a member of Weill boards in the 1970's

and 1980's. "When there was to be a board action, he would make his case, but

there would always be a thorough, healthy discussion."

At the Citigroup board's core are Arthur Zankel, Dudley

Mecum, Andrall Pearson, Kenneth Bialkin and President Ford, true-blue Sandy

Weill supporters, all of whom signed up with him in October 1986 when Mr.

Weill-emerging from his post-AmEx purdah -took over as chairman and chief

executive of Commercial Credit Company, a down-market consumer-finance concern

based in Baltimore. Going back even further are Mr. Bialkin and President Ford.

Mr. Bialkin, a partner at Skadden, Arps, Slate, Meagher & Flom and long

recognized as one of the top M.&A. lawyers on the Street, had been

arranging Mr. Weill's deals since the 1960's-including two of the biggest, the

1979 sale of Shearson to American Express and Commercial Credit's 1988

acquisition of Primerica.

President Ford became the first celebrity member of a Sandy

Weill board in 1980, when he joined up with Shearson Loeb Rhoades.

As for Mr. Zankel and Mr. Mecum, call them "Pals of

Sandy"-every chairman needs a few. Mr. Zankel, 69, is a small-bore private

investor who, together with Mr. Weill, has been a big donor to Carnegie Hall. A

wing is named after him there, and he serves as vice chairman. (Mr. Weill

serves as chairman.) Mr. Mecum, 66, is a managing director at Capricorn

Holdings, a small L.B.O. firm based in Greenwich, Conn.

Also very close to Mr. Weill is Robert Lipp, who has been a

key No. 2 executive since the Commercial Credit days. He now chairs the board

of Travelers Property Casualty Corp.

As Commercial Credit grew, evolved and prospered, Mr. Weill

added names to the Weill establishment ranks. In 1989, Ann Biddle Jordan, the

well-connected wife of Clinton buddy Vernon, was appointed to what, by then,

had become a Primerica board. In 1993, AT&T's Mr. Armstrong joined; he was

then chairman and chief executive of Hughes Electronic Corporation.

In 1997 Michael Masin, vice chairman and president of

Verizon, became a member of what had become the Travelers board. In April 1998,

Travelers merged with Citicorp, and John Reed and Mr. Weill agreed to combine

their respective boards. So from Citicorp came a group of corporate insiders

hand-picked by Mr. Reed: Alain Belda, chairman and chief executive of Alcoa,

successor to Treasury chief Paul O'Neill; retired Chevron chief executive and

chairman Kenneth Derr; former C.I.A. director John Deutch; and Reuben Mark,

chairman and chief executive of Colgate Palmolive. For media glitz, there was

Richard Parsons, co-chief operating officer for AOL Time Warner. For classy

not-for-profit clout: Franklin Thomas, Ford Foundation head from 1979 to 1996.

Then the personification of prosperity showed up in October 1999, when Mr.

Rubin succumbed to Mr. Weill's advances and signed up as a member of the office

of the chairman and a director as well.

So Mr. Weill has the best of both worlds: a core group of

longtime friends and Citicorp members, giving the board the feel and look of

being truly independent. That being said, Mr. Weill now truly seems to be

calling the shots.

Since Mr. Reed's departure, the issue of who will succeed

Mr. Weill-now 68-has been much discussed. Supposedly, Mr. Weill and the board

are to come up with a plan by 2002. But at the shareholders meeting, when he

was asked about progress on that front, Mr. Weill was opaque: "We have a

dialogue between myself and the board of directors, the compensation committee

of the board, about succession. I think the board knows my thoughts, and I

think the board is actively engaged in thinking about what is the most

appropriate thing to do in this process and how we do it in the most seamless

way." To paraphrase, but not very much: The board is thinking, but not doing.

Not that the shareholders seem to care much. Yes, there were

speeches from activists holding Mr. Weill and Citigroup responsible for

everything from predatory lending in low-income neighborhoods to

money-laundering in Russia to the destruction of the rain forests to the Asian

financial crisis. But the fans still had the final say.

"Are there any more questions?" Mr. Weill asked the crowd. A

middle-aged woman, dressed all in red, stepped up to the microphone.

"I just want to thank you, Mr. Weill," she said, "for being

the best possible C.E.O. that a company could have." Her quavering voice rang

through the hall. "Only a great leader chooses greatness. You have been able to

get Mr. Rubin for your board and to have President Ford … what else can I say?

What an honor."

The crowd applauded; there was a big, broad grin from Mr.

Weill, and the meeting was over. The directors stood. President Ford and Mr.

Rubin signed some

autographs, while the rest filed to the long line of dark cars outside Carnegie

Hall, murmuring and laughing along the way.

"Hey, Ken," Mr. Weill called out to former Chevron chief

executive Mr. Derr. "What about those pipelines?" He was referring to a

shareholder's long harangue about Citigroup's supposed financing of pipelines

in Burma. Mr. Derr smiled and shook his head. The stratosphere smelled sweet.

The directors' business done, they had drifted away. But

Sandy Weill dove into the crowd, grasping hands here, posing for snapshots

there, before finally-and very reluctantly-exiting stage left.