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CITICORP
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March 23, 1995
I strongly urge you to vote against cumulative voting.
You have already received the 1995 notice of meeting and proxy
statement (I've
enclosed another copy for ready
reference), which contains a stockholder proposal on Cumulative
Voting as Item
III. I am writing to our largest
institutional stockholders to reiterate our position and to be sure
that in
exercising your rights and
responsibilities to vote on this issue you understand the basis of
the
opposition by the Citicorp Board of
Directors to the proposal.
Because at Citicorp we have confidential balloting by stockholders,
I do not
know how you voted in the past on
the issue of cumulative voting. No matter what your position may
be, I would
like you to know that it is an
issue that we have considered carefully. We feel if cumulative
voting were
enacted at Citicorp it would
profoundly and negatively affect the governance of the company.
As you know from our statement, we believe that every director
should represent
all stockholders. We believe
that this fundamental broad-based responsibility on the part of
Citicorp
Directors was a critical factor in much
of what Citicorp was able to accomplish in recent years. We are
convinced
that the company could not have been
as successful if, through the effect of cumulative voting, some
board members
represented special constituencies
with narrow interests. I know that the members of the Citicorp
Board share this
view.
The present system of voting enables stockholders to vote out an
individual
board member or an entire board that
does not represent their interests. I believe that is superior to
providing
for fractious boards.
I hope you will take our views into consideration as you vote the
shares you
hold -- and I strongly urge you
to vote against cumulative voting.
Sincerely,
/s/ George S. Seegers
Director, Corporate Governance
