As filed with the Securities and Exchange Commission on April 25, 1994
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
CITICORP
(Exact name of registrant as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
399 Park Avenue
New York, NY 10043
Citicorp 1994 Stock Purchase Plan
(formerly Citicorp 1988 Stock Purchase Plan)
(Full title of the plan)
Stephen E. Dietz
Associate General Counsel
Citibank, N.A.
425 Park Avenue
New York, NY 10043
Telephone: (212) 559-3430
(Name, address and telephone number, including
area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
securities to registered maximum maximum registration
be registered offering price aggregate fee (1)
<S> <C> <C> <C> <C>
Common Stock, 21,781,897 shares $37.125 $808,652,926 $278,845.88
$1 par value
per share
1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
underthe
Securities Act of 1933, as amended, based upon the average of the high and low prices of
theCommon Stock
of Citicorp on the New York Stock Exchange Composite Tape on April 21, 1994.
</TABLE>
In accordance with Rule 429 under the Securities Act of 1933, the
Prospectus used as Part I of this Registration Statement also
constitutes the prospectus to be used in connection with the
offer and sale of shares previously registered pursuant to
Citicorp's Registration Statement on Form S-8, File No. 33-21331,
the contents of which are hereby incorporated by reference
herein.
__________________
This Registration Statement shall hereafter become effective upon
filing in accordance with Section 8(a) of the Act and Rule 462
thereunder.
The consolidated financial statements of Citicorp and
subsidiaries included in Citicorp's Annual Report and Form 10-K
for 1993 (the "1993 10-K") have been incorporated by reference
into Citicorp's Registration Statement on Form S-8, File No. 33-
21331 (the contents of which have been incorporated by reference
herein) in reliance upon the report set forth in the 1993 10-K
of KPMG Peat Marwick, independent certified public accountants
and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick covering the December
31, 1993 financial statements contains an added explanatory
paragraph which refers to the adoption by Citicorp of Statement
of Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions" and Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes."
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibits.
4.1 Restated Articles of Incorporation, as amended through
June 16, 1993, of Citicorp (incorporated herein by
reference to Exhibit 3(i) from Citicorp's Registration
Statement on Form S-3, File No. 33-64574).
4.2 Bylaws of Citicorp.
5 Opinion and consent of Stephen E. Dietz, Associate
General Counsel of Citibank, N.A.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Stephen E. Dietz, Associate General
Counsel of Citibank, N.A. (included as part of
Exhibit 5).
24 Powers of Attorney of Messrs. Reed, Calloway, Chandler,
Chia, Collins, Derr, Haynes, Rhodes, Ruding, Shrontz,
Simonsen, Smith, Steffen, Thomas and Woolard and Ms.
Ridgway as Directors and/or officers of Citicorp.
The Plan is not regarded as a qualified plan under Section
401(a) of the U.S. Internal Revenue Code covering pension, profit
sharing and stock bonus plans and therefore need not be filed
with the Internal Revenue Service. The Plan is, however, a tax-
qualified "Employee Stock Purchase Plan," meaning that the
participant is not taxed on the gain resulting from acquiring the
until the stock is sold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Citicorp certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City
of New York, State of New York, on April 25, 1994.
CITICORP
By: /s/ Robert N. Laughlin
Robert N. Laughlin
Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on April 25,
1994 by the following persons in the capacities indicated.
Signature Capacity
* Chairman and a Director of
Citicorp
- -----------------------
John S. Reed (Principal Executive
Officer)
/s/ Paul J. Collins Vice Chairman and a
Director of Citicorp
- -----------------------
Paul J. Collins Principal Financial Officer
/s/ Thomas E. Jones Executive Vice President
- -----------------------
Thomas E. Jones Principal Financial
Officer(A)
* Director
- -----------------------
D. Wayne Calloway
* Director
- -----------------------
Colby H. Chandler
* Director
Pei-yuan Chia
* Director
- -----------------------
Kenneth T. Derr
* Director
- -----------------------
H.J. Haynes
* Director
- -----------------------
Rozanne L. Ridgway
* Director
- -----------------------
William R. Rhodes
* Director
- -----------------------
Dr. H. Onno Ruding
* Director
- -----------------------
Frank A. Shrontz
* Director
- -----------------------
Dr. Mario Simonsen
* Director
- -----------------------
Roger B. Smith
* Director
- -----------------------
Chistopher J. Steffen
* Director
- -----------------------
Franklin A. Thomas
* Director
- -----------------------
Edgar S. Woolard, Jr.
[FN]
document on behalf of each person indicated above pursuant to
a power of attorney duly executed by such person and filed with
the Securities and Exchange Commission.
By: /s/ Robert N. Laughlin
Robert N. Laughlin
Attorney-in-Fact
BY-LAWS
OF
CITICORP
--------
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office and place
of business of Citicorp shall be 399 Park Avenue in the City and
State of New York.
Section 2. Other Offices. Citicorp may establish or
discontinue, from time to time, such other offices and places of
business as may be deemed proper for the conduct of Citicorp's
business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1.Annual Meeting. The annual meeting of
stockholders shall be held on the third Tuesday in April of each
year, or if that day be a legal holiday, on the next succeeding
day not a legal holiday, at an hour to be fixed by resolution of
the Board of Directors, for the election of directors and the
transaction of such other business as may properly come before
the meeting.
Section 2. Special Meetings. Special meetings of the
stockholders may be called at any time by the Board of Directors
and shall be called by the Secretary upon the written request,
stating the purpose or purposes of any such meeting, of the
holders of common stock who hold of record collectively at least
one-third of the outstanding shares of common stock. Unless
limited by law, the Certificate of Incorporation, the By-Laws,
or by the terms of the notice thereof, any and all business may
be transacted at any special meeting of stockholders.
Section 3. Place of Meetings. Each meeting of stockholders
shall be held at such place either within or outside the State
a particular meeting prior to the time when notice thereof is
given to the stockholders entitled to vote thereat.
Section 4. Notice of Meetings. Except as otherwise provided
or permitted by law, the Certificate of Incorporation, or the By-
Laws, notice of each meeting of stockholders shall be given to
each stockholder of record entitled to vote thereat either by
delivering such notice to him personally or by mailing the same
to him. If mailed, the notice shall be directed to the
stockholder in a postage-prepaid envelope at his address as it
appears on the records of Citicorp unless, prior to the time of
mailing, he shall have filed with the Secretary a written request
that notices intended for him be mailed to some other address,
in which case it shall be mailed to the address designated in
such request. Notice of each meeting of stockholders shall be
in such form as is approved by the Board of Directors and shall
state the place, date and hour of the meeting, and if for a
special meeting the purpose or purposes for which the meeting is
called, and shall be given not less than ten nor more than fifty
days before the date of the meeting.
Section 5. Organization. The Chairman shall act as such
chairman at all meetings of stockholders, shall call all meetings
of stockholders to order and preside thereat. In the absence of
the Chairman, the President shall act as such chairman and, in
the absence of the Chairman and the President, the Vice Chairman,
or if there be more than one Vice Chairman present, the one of
them first appointed to such office shall act as such chairman.
The Board of Directors may designate an alternate chairman for
any meeting of stockholders, and if the Chairman, the President
and such Vice Chairman are absent from a meeting and such an
alternate chairman has been designated therefor, he shall act as
chairman of the meeting. In the absence of the Chairman, the
President, such Vice Chairman and such an alternate chairman, or
if no such alternate chairman has been designated for a meeting
and the Chairman, the President and such Vice Chairman are absent
therefrom, any stockholder or the proxy of any stockholder
entitled to vote at the meeting may call the meeting to order and
a chairman shall be elected, who shall preside thereat. The
Secretary of Citicorp shall act as secretary at all meetings of
the stockholders, but in his absence the chairman of the meeting
may appoint any person present to act as secretary of the
meeting.
Section 6. Inspectors of Election. Except as otherwise
provided by law, every election of directors by vote by ballot
at a meeting of stockholders shall be conducted by three
inspectors of election appointed for that purpose by the chairman
of the meeting, who, before entering upon the discharge of their
inspectors of election at such meeting with strict impartiality,
and according to the best of their ability. If any such
inspector appointed to act at any meeting shall not be present
or shall fail to act, the chairman of the meeting shall appoint
some other person present to act as inspector in his place. The
inspectors of election at the request of the chairman of the
meeting shall conduct any other vote by ballot taken at such
meeting. Inspectors of election may also be appointed to act at
meetings of stockholders at which directors are not to be
elected, and at the request of the chairman of the meeting shall
conduct any vote by ballot at such meeting.
Section 7. Quorum and Adjournment. Except as otherwise
provided by law or by the Certificate of Incorporation, the
holders of a majority of the shares of stock entitled to vote at
the meeting shall constitute a quorum at all meetings of the
stockholders. In the absence of a quorum, the holders of a
majority of the shares of stock present in person or by proxy and
entitled to vote may adjourn any meeting, from time to time,
until a quorum shall attend. At any such adjourned meeting at
which a quorum may be present, any business may be transacted
which might have been transacted at the meeting as originally
called.
Section 8. Order of Business. The order of business at all
meetings of stockholders shall be as determined by the chairman
of the meeting or as is otherwise determined by the vote of the
holders of a majority of the shares of stock present in person
or by proxy and entitled to vote.
Section 9. Vote of Stockholders. Except as otherwise
required by law or the Certificate of Incorporation, all action
by stockholders shall be taken at stockholders' meetings unless
the Board of Directors shall determine that such action shall be
taken by written consent of stockholders. The vote in the
election of directors at a meeting of stockholders shall be by
ballot unless the Board of Directors determines otherwise, and
the vote upon any question before a meeting of stockholders shall
be ballot if so directed by the chairman of the meeting. In a
vote by ballot each ballot shall state the number of shares voted
and the name of the stockholder or proxy voting. Except as
otherwise required by law or by the Certificate of Incorporation,
directors to be elected at a meeting of stockholders shall be
elected by a plurality of the votes cast at such meeting by the
holders of shares entitled to vote in the election and whenever
any corporate action, other than the election of directors, is
to be taken by vote of the stockholders at a meeting thereof, it
shall be authorized by a majority of the votes cast at such
meeting by the holders of stock entitled to vote thereon.
BOARD OF DIRECTORS
Section 1. Number. The number of directors constituting the
Board of Directors of Citicorp shall be such number as is fixed
from time to time by resolution adopted by the Board of Directors
or by the stockholders.
Section 2. General Powers. The business, properties and
affairs of Citicorp shall be managed by the Board of Directors,
which, without limiting the generality of the foregoing, shall
have power to appoint the officers of Citicorp, to appoint and
direct agents, and to grant general or limited authority to
officers, employees and agents of Citicorp to make, execute and
deliver contracts and other instruments and documents in the name
and on behalf of Citicorp and over its seal, without specific
authority in each case. In addition, the Board of Directors may
exercise all the powers of Citicorp and do all lawful acts and
things which are not reserved to the stockholders by law or the
Certificate of Incorporation.
Section 3. Place of Meetings. Meetings of the Board of
Directors, whether regular or special, shall be held at the
principal office of Citicorp or such other place within or
without the State of Delaware as may, from time to time, be fixed
by resolution of the Board of Directors, provided that the place
so determined for any meeting may be changed to some other place,
in the case of a regular meeting, by order of the Chairman, the
President or any Vice Chairman, and in the case of a special
meeting, by order of the person or persons at whose request the
meeting is called if in either such case the place so changed is
specified in a notice given as provided in Section 6 of this
Article III or in a waiver of notice thereof.
Section 4. Organization Meeting. A newly elected Board of
Directors shall meet and organize, as soon as practicable, after
each annual meeting of stockholders, at the principal office of
Citicorp, without notice of such meeting, provided a majority of
the whole Board of Directors is present. If such a majority is
not present, such organization meeting may be held at any other
time or place which may be specified in a notice given as
provided in Section 6 of this Article III for special meetings
of the Board of Directors, or in a waiver of notice thereof. Any
business which may properly be transacted by the Board of
Directors may be transacted at any organization meeting thereof.
Section 5. Regular Meetings. The Board of Directors shall
meet, without notice, on the third Tuesday in each month, unless
the Board of Directors shall otherwise determine, at such hour
and if any such Tuesday shall be a legal holiday, the meeting,
unless the Board of Directors shall otherwise determine, shall
be held at the same place where the meeting was to be held, on
the next succeeding business day not a legal holiday, at the hour
fixed as aforesaid. Any business which properly may be
transacted by the Board of Directors may be transacted at any
regular meeting thereof.
Section 6. Special Meetings: Notice and Waiver of Notice.
Special meetings of the Board of Directors shall be called by the
Secretary on the request of the Chairman, or in the absence of
the Chairman, the President, or in the absence of the Chairman
and the President, any Vice Chairman, or on the request in
writing of any three directors stating the purpose or purposes
of such meeting. Notice of any special meeting, specifying the
time and place of such meeting, shall be in form approved by the
Chairman, or in the absence of the Chairman, the President, or
in the absence of the Chairman and the President, such Vice
Chairman, or if the meeting is called pursuant to the request of
some other directors and there shall be a failure to approve the
form of notice as aforesaid, then in form approved by such
directors. Notice of special meetings shall be mailed to each
director, addressed to him at his residence or usual place of
business, not later than two days before the day on which the
meeting is to be held, or shall be sent to him at such place by
telegraph, or be delivered personally or by telephone, not later
than the day before such day of meeting. Whenever notice of any
meeting of the Board of Directors is required to be given under
any provision of law, the Certificate of Incorporation or the By-
Laws, a written waiver thereof signed by the director entitled
to notice, whether before, at, or after the time of such meeting,
shall be deemed equivalent to notice. Attendance of a director
at any meeting of the Board of Directors shall constitute a
waiver of notice of such meeting, except when the director
attends such meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business
because such meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any meeting
of the Board of Directors or any committee thereof need be
specified in any written waiver of notice.
Section 7. Organization. The Chairman shall preside at all
meetings of the Board of Directors and the Executive Committee
of the Board of Directors (which Committee is provided for in
Article IV and is hereinafter referred to as the "Executive
Committee"). In the absence of the Chairman, the President or,
in the absence of the Chairman and the President, the Vice
Chairman, or if there be more than one Vice Chairman present, the
one of them first appointed to such office, shall preside at all
In the absence of the Chairman, the President and such Vice
Chairman, a temporary chairman may be chosen by the members of
the Board of Directors or of the Executive Committee present to
preside at a meeting of the Board of Directors or of the
Executive Committee, respectively. The Secretary of Citicorp
shall act as the secretary at all meetings of the Board of
Directors and of the Executive Committee and in his absence a
temporary secretary shall be appointed by the chairman of the
meeting.
Section 8. Quorum and Manner of Acting. At every meeting
of the Board of Directors a majority of the entire Board of
Directors shall constitute a quorum; and, except as otherwise
provided by law, or by Section 1 of Article IV, the vote of a
majority of the directors present at any such meeting at which
a quorum is present shall be the act of the Board of Directors.
In the absence of a quorum, a majority of the directors present
may adjourn any meeting from time to time, until a quorum is
present. No notice of any adjourned meeting need be given other
than by announcement at the meeting that is being adjourned.
Section 9. Voting. On any question on which the Board of
Directors or the Executive Committee shall vote, the names of
those voting and their votes shall be entered in the minutes of
the meeting when any member of the Board of Directors or the
Executive Committee so requests.
Section 10. Director's Compensation. The Board of Directors
shall have authority to determine from time to time, the amount
of compensation which shall be paid to any of its members,
provided however that no such compensation shall be paid to any
director who is a salaried officer or employee of Citicorp or any
of its subsidiaries. Directors shall receive transportation and
other expenses of attendance.
Section 11. Resignations. Any director may resign at any
time either by oral tender of resignation at any meeting of the
Board of Directors or by such tender to the Chairman, the
President or any Vice Chairman, or by giving written notice
thereof to Citicorp. Any resignation shall be effective
immediately unless a date certain is specified for it to take
effect.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. Constitution and Powers. There shall be an
Section 2 of this Article IV. The Executive Committee shall have
and may exercise, when the Board of Directors is not in session,
all the powers and authority of the Board of Directors in the
management of the business and affairs of Citicorp, including the
power and authority to declare dividends and to authorize the
issuance of stock and other securities of Citicorp, and may
authorize the seal of Citicorp to be affixed to all papers which
may require it; but the Executive Committee shall not have the
power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of Citicorp's property and assets,
recommending to the stockholders a dissolution of Citicorp or a
revocation of a dissolution, or amending the By-Laws.
Section 2. Membership; Meetings; Quorum. The Executive
Committee shall be composed of the Chairman, who shall be an ex-
officio member, and such additional directors not less than
three, not officers or employees of Citicorp or any of its
subsidiaries, appointed by the Board, who shall serve until the
next annual organization meeting of the Board and until their
successors are appointed. The Board may appoint one or more
directors who are also officers or employees of Citicorp, as
alternate ex-officio members of the Committee, any of whom may
serve in the absence of the Chairman. Meetings of the Committee
shall be held upon call of the Chairman, or in the Chairman's
absence, an alternate ex-officio member. A majority of the
members of the Committee, including the Chairman, or in the
Chairman's absence, an alternate ex-officio member, shall
constitute a quorum at any meeting of the Committee, and the vote
of a majority of the members present at any such meeting at which
a quorum is present shall suffice for the transaction of
business. Notice of any meeting shall be given to each director
in the manner provided in Section 6 of Article III for the giving
of notice or the waiver thereof of a special meeting of the Board
of Directors.
Section 3. Records. The Executive Committee shall keep
minutes of its acts and proceedings, which shall be submitted at
the next regular meeting of the Board of Directors at which a
quorum is present, and any action taken by the Board of Directors
with respect thereto shall be entered in the minutes of the Board
of Directors. All acts done and powers conferred by the
Executive Committee from time to time shall be deemed to be, and
may be certified as being, done or conferred under authority of
the Board.
ARTICLE V
Section 1. Other Committees. The Board of Directors may,
from time to time, appoint other committees which shall have such
powers and duties as the Board of Directors may properly
determine, and may appoint one of the members of any such other
committee to be its chairman. A majority of the members of such
other committees shall constitute a quorum, unless otherwise
specified by the Board of Directors.
Section 2. Place of Meetings: Notice and Waiver of Notice.
Meetings of committees of the Board of Directors shall be held
at the principal office of Citicorp or at such other places as
the committee in question may, from time to time, determine,
subject to the provisions of Section 2 of Article IV with respect
to meetings of the Executive Committee. Meetings of any
committee of the Board of Directors other than the Executive
Committee may be called by the Chairman of such committee or by
the Secretary at the request of any other member thereof. Notice
of any meeting of any committee of the Board of Directors other
than the Executive Committee shall be in form approved by the
chairman of such committee, or if the meeting is called pursuant
to the request of some other member of such committee and there
is a failure to approve the form of notice as aforesaid, then in
the form approved by such member. The provisions of Section 6
of Article III with respect to the giving and waiver of notice
of special meetings of the Board of Directors shall also apply
to all meetings of such other committee.
ARTICLE VI
THE OFFICERS
Section 1. Officers. Citicorp shall have a Chairman and may
have a President, one or more Vice Chairmen, one or more Sector
Executives, one or more Senior Executive Vice Presidents, one or
more Executive Vice Presidents/Group Executives/Senior Corporate
Officers, a Chairman Credit Policy Committee, one or more Senior
Vice Presidents, and one or more Vice Presidents, and shall have
a Secretary and a Chief Auditor; and such officers shall be
appointed by the Board of Directors which may establish senior
officer positions equivalent to and having duties and powers the
same as these officers. The Chairman and the President shall
each be a director. The Board of Directors may also appoint one
or more Deputy Chief Auditors, Assistant Secretaries, and such
other officers and agents as in their judgement the business of
Citicorp may require, and any such officers other than Deputy
Chief Auditors may be appointed, subject to the authority of the
Board of Directors, by the Chairman, the President, any Vice
Chairman, or any Sector Executive.
during the pleasure of and until removed by the Board of
Directors, or, in the case of officers who may be appointed by
the Chairman, the President, any Vice Chairman, or any Sector
Executive, until removed by one of them or by the Board of
Directors.
Section 3. Resignations. Any officer may resign at any
time, either by oral tender of resignation to the Chairman, the
President, any Vice Chairman, or any Sector Executive or by
giving written notice thereof to Citicorp. Any resignation shall
be effective immediately unless a date certain is specified for
it to take effect.
Section 4. The Chairman. The Chairman shall be the Chief
Executive Officer of Citicorp, and shall have general executive
powers as well as the specific powers conferred by these By-Laws.
He shall preside at meetings of the Board of Directors and the
Executive Committee and at meetings of the stockholders.
Section 5. The President. The President shall be the Chief
Operating Officer of Citicorp, and shall have general executive
powers as well as the specific powers conferred by these By-Laws.
In the absence of the Chairman, the President shall exercise the
powers and duties of the Chairman related to meetings of the
Board of Directors and the Executive Committee and meetings of
the stockholders.
Section 6. The Vice Chairmen. In the absence of the
Chairman and the President and, in the order of their appointment
to the office, the Vice Chairmen shall exercise the powers and
duties of the Chairman related to meetings of the Board of
Directors and the Executive Committee and meetings of the
stockholders. The Vice Chairmen shall have general executive
powers as well as the specific powers conferred by these By-Laws.
Each of them shall also have such powers and duties as may from
time to time be assigned by the Board of Directors, the Chairmen
or the President.
Section 7. The Sector Executives. Each Sector Executive
shall have general executive powers as well as the specific
powers conferred by these By-Laws. Each Sector Executive shall
also have such further powers and duties as may from time to time
be assigned to him by the Board of Directors, the Chairman or the
President.
Section 8. The Senior Executive Vice Presidents. Each
Senior Executive Vice President shall have general executive
powers as well as the specific powers conferred by these By-Laws.
Each Senior Executive Vice president shall also have such further
the Board of Directors, the Chairman, the President, or any Vice
Chairman.
Section 9. The Executive Vice Presidents/Group
Executives/Senior Corporate Officers. Each Executive Vice
President/Group Executive/Senior Corporate Officer shall have
general executive powers as well as the specific powers conferred
by these By-Laws. Each Executive Vice President/Senior Corporate
Officer shall also have such further powers and duties as may
from time to time be assigned to him by the Board of Directors,
the Chairman, the President, or any Vice Chairman. Each Group
Executive shall also have such further powers and duties as may
from time to time be assigned to him by the Board of Directors,
the Chairman, the President, or any Sector Executive.
Section 10. The Chairman Credit Policy Committee. The Board
of Directors may appoint a Chairman Credit Policy Committee who
shall have general responsibilities in connection with the
formation and administration of the credit policies of Citicorp.
He shall have general executive powers, as well as the specific
powers conferred by these By-Laws. He shall also have such
further powers and duties as may from time to time be assigned
to him by the Board of Directors, the Chairman or the President.
Section 11. The Senior Vice Presidents. Each Senior Vice
President shall have general executive powers as well as the
specific powers conferred by these By-Laws. Each Senior Vice
President shall also have such further powers and duties as may
from time to time be assigned to him by the Board of Directors,
the Chairman, the President, any Vice Chairman, or any Sector
Executive.
Section 12. The Vice Presidents. The several Vice
Presidents shall perform such duties and have such powers as may
from time to time be assigned to them by the Board of Directors,
the Chairman, the President, any Vice Chairman, or any Sector
Executive.
Section 13. The Secretary. The Secretary shall attend to
the giving of notice of all meetings of stockholders and of the
Board of Directors and committees thereof, as provided in Section
14 of Article II and Section 6 of Article III, and shall keep
minutes of all proceedings at meetings of the stockholders, of
the Board of Directors and of the Executive Committee, as well
as of all proceedings at all meetings of other regular committees
of the Board of Directors. He shall have charge of the corporate
seal and shall have authority to attest any and all instruments
or writings to which the same may be affixed. He shall have
charge of the stock ledger and shall keep and account for all
for which some other officer or agent is properly accountable.
He shall generally perform all the duties usually appertaining
to the office of Secretary of a corporation. In the absence of
the Secretary, such person as shall be designated by the
Chairman, the President or any Vice Chairman shall perform his
duties.
Section 14. The Chief Auditor. The Board of Directors shall
appoint a Chief Auditor who shall be the chief auditing office
of Citicorp. He shall continuously examine the affairs of
Citicorp, and shall report to the Board of Directors. He shall
have and may exercise the powers and duties as from time to time
may be conferred upon, or assigned to him by the Board of
Directors.
Section 15. Compensation. The compensation of the Chairman,
the President, the Vice Chairmen, the Sector Executives, the
Senior Executive Vice Presidents, the Executive Vice
Presidents/Group Executives/Senior Corporate Officers, the
Chairman Credit Policy Committee, the Senior Vice Presidents, the
Vice Presidents, the Secretary, the Chief Auditor and the Deputy
Chief Auditors, or anyone holding a position equivalent to the
foregoing pursuant to provisions of these By-Laws, shall be fixed
by the Board of Directors. The compensation of all other
officers and other employees and agents of Citicorp shall be
fixed by the Chairman, the President, any Vice Chairman, or any
Sector Executive or, when authorized by the Board of Directors,
by such person or persons as shall be designated by any of them.
ARTICLE VII
STOCK AND TRANSFERS OF STOCK
Section 1. Stock Certificates. The stock of Citicorp shall
be represented by certificates signed by the Chairman or the
President and the Secretary or an Assistant Secretary. Where any
such certificate is countersigned by a Transfer Agent, other than
Citicorp or its employee, or by a Registrar, other than Citicorp
or its employee, any other signature on such certificate may be
a facsimile, engraved, stamped or printed. In case any such
officer, Transfer Agent or Registrar who has signed or whose
facsimile signature has been placed upon any such certificate
shall have ceased to be such officer, Transfer Agent or Registrar
before such certificate is issued, it may be issued by Citicorp
with the same effect as if such officer, Transfer Agent or
Registrar were such officer, Transfer Agent or Registrar at the
date of its issue. The certificates representing the stock of
Citicorp shall be in such form as shall be approved by the Board
of Directors.
Directors may, in its discretion, appoint one or more banks or
trust companies in the Borough of Manhattan, City, County and
State of New York, and in such other city or cities as the Board
of Directors may deem advisable, including any banking
subsidiaries of Citicorp, from time to time, to act as Transfer
Agents and Registrars of the stock of Citicorp; and upon such
appointments being made, no stock certificate shall be valid
until countersigned by one of such Transfer Agents and registered
by one of such Registrars.
Section 3. Transfers of Stock. Transfers of stock shall be
made on the books of Citicorp only by the person named in the
certificate, or by attorney lawfully constituted in writing, and
upon surrender and cancellation of a certificate or certificates
for a like number of shares of the same class of stock, with duly
executed assignment and power of transfer endorsed thereon or
attached hereto, and with such proof of the authenticity of the
signatures as Citicorp or its agents may reasonably require. No
transfer of stock other than on the records of Citicorp shall
affect the right of Citicorp to pay any dividend upon the stock
to the holder of record thereof or to treat the holder of record
as the holder in fact thereof for all purposes, and no transfer
shall be valid, except between the parties thereto, until such
transfer shall have been made upon the records of Citicorp.
Section 4. Lost Certificates. In case any certificate of
stock shall be lost, stolen or destroyed, the Board of Directors,
in its discretion, or any officer or officers or any agent or
agents thereunto duly authorized by the Board of Directors, may
authorize the issue of a substitute certificate in place of the
certificate so lost, stolen or destroyed, and may cause or
authorize such substitute certificate to be countersigned by the
appropriate Transfer Agent (or where such duly authorized agent
is the Transfer Agent may itself countersign) and registered by
the appropriate Registrar; provided, however, that, in each such
case, the applicant for a substitute certificate shall furnish
to Citicorp and to such of its Transfer Agents and Registrars as
may require the same, evidence to their satisfaction, in their
discretion, of the loss, theft or destruction of such certificate
and of the ownership thereof, and also such security or indemnity
as may by them be required.
CORPORATE SEAL
Section 1. Seal. The seal of Citicorp shall be in such form
as may be approved, from time to time, by the Board of Directors.
Section 2. Affixing and Attesting. The seal of Citicorp
shall be in the custody of the Secretary, who shall have power
to affix it to the proper corporate instruments and documents,
and who shall attest it. In his absence, it may be affixed and
attested by an Assistant Secretary or by any other person or
persons as may be designated by the Board of Directors or the
Secretary.
ARTICLE IX
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of Citicorp shall
be the calendar year.
Section 2. Signatures on Negotiable Instruments. All bills,
notes, checks or other instruments for the payment of money shall
be signed or countersigned by such officers or agents and in such
manner as, from time to time, may be prescribed by resolution
(whether general or special) of the Board of Directors, or may
be prescribed by any officer or officers, or any officer and
agent jointly, thereunto duly authorized by the Board of
Directors.
Section 3. Execution of Contracts and Other Instruments.
The Chairman, the President, any Vice Chairman, any Sector
Executive, any Senior Executive Vice President, any Executive
Vice President/Group Executive/Senior Corporate Officer, the
Chairman Credit Policy Committee, any Senior Vice President, any
Vice President, the Secretary, and the Chief Auditor, or anyone
holding a position equivalent to the foregoing pursuant to
provisions of these By-Laws, shall each have general authority
to execute contracts, bonds, deeds and powers of attorney in the
name of and on behalf of Citicorp. Any contract, bond, deed or
power of attorney may also be executed in the name of and on
behalf of Citicorp by such other officer or such other agent as
the Board of Directors may from time to time direct. The
provisions of this Section 3 are supplementary to any other
provisions of these By-Laws.
Section 4. Shares of Other Corporations. The Chairman, the
President, any Vice Chairman, any Sector Executive, any Senior
Executive Vice President, any Executive Vice President/Group
Committee, any Senior Vice President, any Vice President, and the
Secretary, or anyone holding a position equivalent to the
foregoing pursuant to provisions of these By-Laws, is each
authorized to vote, represent and exercise on behalf of Citicorp,
all rights incident to any and all shares of any other
corporation or corporations standing in the name of Citicorp.
The authority herein granted to said officer to vote or represent
on behalf of Citicorp any and all shares held by Citicorp in any
other corporation or corporations may be exercised by said
officer in person or by any person authorized so to do by proxy
or power of attorney duly executed by said officer.
Notwithstanding the above, however, the Board of Directors, in
its discretion, may designate by resolution the person to vote
or represent said shares of other corporations.
Section 5. References to Article and Section Numbers and to
the Certificate of Incorporation. Whenever in the By-Laws
reference is made to an Article or Section number, such reference
is to the number of an Article or Section of the By-Laws.
Whenever in the By-Laws reference is made to the Certificate of
Incorporation, such reference is to the Certificate of
Incorporation of Citicorp, as amended.
Section 6. Reference to Gender. A reference in these By-
Laws to one gender, masculine, feminine, or neuter includes the
other two; and the singular includes the plural and vice versa
unless the context otherwise requires.
ARTICLE X
AMENDMENTS
The By-Laws may be altered, amended or repealed, and new By-
Laws adopted, from time to time, by the Board of Directors at any
regular or special meeting.
EXHIBIT 5 AND EXHIBIT 23.1
April 25, 1994
Citicorp
399 Park Avenue
New York, New York 10043
Dear Sirs:
I am an Associate General Counsel of Citibank, N.A. and as such
have acted as counsel for Citicorp in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
to be filed by Citicorp with the Securities and Exchange
Commission on the date hereof for the purpose of registering
under the Securities Act of 1933, as amended (the "Act"), an
aggregate of 25,000,000 shares of Common Stock, par value $1.00
per share (the "Common Stock") of Citicorp, including shares
previously registered under Registration Statement on Form S-8,
File No. 33-21331, to be issued pursuant to the Citicorp 1994
Stock Purchase Plan (the "Plan"). In connection therewith I have
examined such corporate records, certificates and other documents
and reviewed such questions of law as I have considered necessary
or appropriate for the purpose of this opinion.
On the basis of such examination and review, I advise you that,
in my opinion, when the Registration Statement has become
effective under the Act and the shares of Common Stock have been
duly issued and sold in the manner contemplated by the
Registration Statement and the Plan, such shares will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, I do not
thereby admit that I am in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
\s\ Stephen E. Dietz
EXHIBIT 23.2)
The Board of Directors
Citicorp:
We consent to the incorporation by reference in the Registration
Statement filed on April 25, 1994, on Form S-8 of Citicorp of our
report dated January 18, 1994, relating to the consolidated
balance sheets of Citicorp and its subsidiaries as of December
31, 1993 and 1992, the related consolidated statements of
operations, changes in
stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1993, and the related
consolidated balance sheets of Citibank, N.A. and subsidiaries
as
of December 31, 1993 and 1992, and to the reference to our firm
under the heading "Experts" in the Registration Statement. Our
report with respect to these financial statements, which contains
an added explanatory paragraph, is included on page 54 of the
1993
Citicorp Annual Report on Form 10-K.
/s/ KPMG Peat Marwick
New York, New York
April 25, 1994
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ D. Wayne Calloway
Name:D. Wayne Calloway
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Colby H. Chandler
Name:Colby H. Chandler
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Pei-yuan Chia
Name:Pei-yuan Chia
Title: Vice Chairman
And Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Kenneth T. Derr
Name:Kenneth T. Derr
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994
/s/ H.J. Haynes
Name: H. J. Haynes
Title: Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ William R. Rhodes
Name:William R. Rhodes
Title:Vice Chairman and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT her true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
her capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand.
Dated: April 25, 1994.
/s/ Rozanne L. Ridgway
Name:Rozanne L. Ridgway
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ H. Onno Ruding
Name:H. Onno Ruding
Title:Vice Chairman and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Frank A. Shrontz
Name:Frank A. Shrontz
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Mario H. Simonsen
Name:Mario H. Simonsen
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Roger B. Smith
Name:Roger B. Smith
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Christopher J. Steffen
Name:Christopher J. Steffen
Title:Senior Executive Vice President
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Franklin A. Thomas
Name:Franklin A. Thomas
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ Edgar S. Woolard, Jr.
Name:Edgar S. Woolard, Jr.
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT
N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated
the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective
amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which
the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act
of
1933, as amended, the Securities Exchange Act of 1934, as
amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with
any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the
said
attorney and agent may deem necessary or advisable to enable
Citicorp
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: April 25, 1994.
/s/ John S. Reed
Name:John S. Reed
Title:Chairman and Director
