AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1996
REGISTRATION NO. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITICORP
(Exact name of registrant as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
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399 Park Avenue
New York, NY 10043
(Address of registrant's principal executive offices)
Citicorp Deferred Compensation 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 each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration fee
registered obligation price (2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred
Compensation
Obligations (1) $100,000,000 100% $100,000,000 $34,483
=====================================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of Citicorp
to pay deferred compensation in the future in accordance with the terms of
the Citicorp Deferred Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
</TABLE>
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Act and Rule 462 thereunder.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(a) The following documents filed with the Commission by Citicorp are
incorporated by reference in this Registration Statement as of their respective
filing dates:
(1) Annual Report and Form 10-K for the year ended December 31, 1994, filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act"); and
(2) Financial Review and Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995 and September 30, 1995; Current Reports on Form 8-K, dated January
17, 1995 and April 18, 1995, July 18, 1995, October 17, 1995 and January 16,
1996 filed pursuant to Section 13 of the Exchange Act.
(b) All documents subsequently filed by Citicorp pursuant to Sections 13(a)
and (c) of the Exchange Act, any definitive proxy or information statements
filed pursuant to Section 14 of the Exchange Act in connection with any
subsequent stockholders' meeting and any reports filed pursuant to Section 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or deregisters all
securities then remaining unsold, shall be incorporated by reference into this
Registration Statement and be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
shall be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not, except
as so modified or superseded, constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Citicorp Deferred Compensation Plan (the "Plan") became effective in
October 1995. $100,000,000 of Deferred Compensation Obligations (the
"Obligations") are being registered under this Registration Statement to be
offered to certain eligible employees of Citicorp and its affiliates pursuant to
the Plan. The Plan requires Participants to defer 25% of their Variable
Compensation Awards into Mandatory Deferral Accounts whose return equals the
return on Citicorp Common Stock, and allows Participants to defer from 10% to
85% of the remainder of their Variable Compensation Awards into Voluntary
Deferral Accounts which may be allocated among a variety of investments, which
may include an account whose return equals the return on Citicorp Common Stock.
The amounts credited to the Mandatory Deferral Accounts are generally payable to
the Participant in cash five years after they are credited to the Mandatory
Deferral
<PAGE>
Account; however, with certain exceptions, a Participant may elect to postpone
cash distribution of the amounts in the Mandatory Deferral Account by having
such amount credited to a Voluntary Deferral Account. The Obligations being
registered under this Registration Statement relate solely to the amounts
invested into Voluntary Deferral Accounts.
The Obligations are general unsecured obligations of Citicorp to pay
deferred compensation in the future in accordance with the terms of the Plan
from the general assets of Citicorp, and rank pari passu with other unsecured
and unsubordinated indebtedness of Citicorp from time to time outstanding.
However, because Citicorp is a holding company, the right of Citicorp, hence the
right of creditors of Citicorp (including Participants in the Plan), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of
Citicorp itself as a creditor of the subsidiary may be recognized. There are
various legal limitations on the extent to which Citicorp's banking subsidiaries
may extend credit, pay dividends or otherwise supply funds to Citicorp.
The amount of compensation deferred by each Participant is determined in
accordance with the Plan based on the Participant's elections. Under the Plan,
Obligations in the Voluntary Deferral Accounts are allocated, at the election of
the Participant, among one or more investment funds offered to participants in
the Plan. Each Participant's Obligation will be adjusted to reflect the
investment experience of the underlying funds, including any appreciation or
depreciation. Obligations in Voluntary Deferral Accounts are payable in cash in
a year selected by the Participant at least five years after the deferral or
upon retirement, subject to certain exceptions. The Obligations are denominated
and payable in United States dollars.
A Participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged or
encumbered except by a written designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.
The Obligations are not subject to redemption, in whole or in part, prior
to the individual payment dates specified by the Participants. However, Citicorp
reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall adversely affect the right of a Participant
to the Account Balance as of the date of such amendment or termination.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of Citicorp. No trustee has been
appointed having authority to take action with respect to the Obligations and
each Participant will be responsible for acting independently with respect to,
among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon a default.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set gorth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation, among others, has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that expenses incurred by a director or officer in
defending any action, suit or proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 145; and that indemnification and advancement of expenses provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the person seeking indemnification or advancement of expenses may be entitled;
and empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the
<PAGE>
corporation, among others, against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
The Restated Certificate of Incorporation, as amended, of the registrant
provides, in effect, that, to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145, the registrant (i) shall indemnify
any person who was or is a party or is threatened to be made a party to any
action, suit or proceeding described in such subsections (a) and (b) by reason
of the fact that he is or was a director or officer of the registrant against
expenses, judgments, fines and amounts paid in settlement, and (ii) may
indemnify any person who was or is a party or is threatened to be made a party
to any such action, suit or proceeding if such person was an employee or agent
of the registrant and is or was serving at the request of the registrant as a
director, officer, employee or agent or another corporation, partnership, joint
venture, trust or other enterprise. Such Restated Certificate of Incorporation
also provides, in effect, that expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding shall be paid by the
registrant in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that such director or officer is not entitled
to be indemnified by the registrant. In addition, as permitted by Section 145 of
the General Corporation Law of the State of Delaware, the registrant maintains
liability insurance covering directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion and consent of Stephen E. Dietz, Associate General Counsel of
Citibank, N.A.
10 Citicorp Deferred Compensation Plan
23(a) Consent of KPMG Peat Marwick LLP.
23(b) 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, Ridgway, Ruding, Shapiro, Shrontz, Smith, Thomas
and Woolard as Directors and/or officers of Citicorp.
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 February 15, 1996.
CITICORP
By /s/ Gregory C. Ehlke
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Gregory C. Ehlke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on February __, 1996 by the
following persons in the capacities indicated.
Signature Capacity
--------- --------
* Chairman and a Director of Citicorp
------------------ (Principal Executive Officer)
John S. Reed
/s/ Victor Menezes Executive Vice President
------------------ (Chief Financial Officer)
Victor Menezes
/s/ Thomas E. Jones Executive Vice President
------------------- (Principal Financial Officer(1))
Thomas E. Jones
*
------------------ Director
D. Wayne Calloway
*
------------------ Director
Colby H. Chandler
*
------------------ Director
Pei-yuan Chia
*
------------------ Director
Paul J. Collins
*
------------------ Director
Kenneth T. Derr
- ----------
(1) Primary responsibility for financial control, tax, accounting and reporting.
<PAGE>
Signature Capacity
--------- --------
*
------------------ Director
H.J. Haynes
*
------------------ Director
William R. Rhodes
*
------------------ Director
Rozanne L. Ridgway
*
------------------ Director
Dr. H. Onno Ruding
*
------------------ Director
Robert B. Shapiro
*
------------------ Director
Frank A. Shrontz
*
------------------ Director
Roger B. Smith
*
------------------ Director
Franklin A. Thomas
*
------------------ Director
Edgar S. Woolard, Jr.
* Gregory C. Ehlke by signing his name hereto, does sign this 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/ Gregory C. Ehlke
---------------------------
Gregory C. Ehlke
Attorney-in-Fact
CITICORP
DEFERRED COMPENSATION PLAN
<PAGE>
CITICORP
DEFERRED COMPENSATION PLAN
CITICORP and its affiliates (the "Corporation") hereby establish this
DEFERRED COMPENSATION PLAN (the "Plan"), effective October 1995, to promote a
greater interest in ensuring the Corporation's continuing success and sustained
performance over the long-term by providing an opportunity to defer
compensation.
ARTICLE 1
DEFINITIONS
1.1 A VARIABLE COMPENSATION AWARD shall mean the award the Participant
earns under the Corporation's Individual Variable Compensation Award arrangement
for the designated Plan Year.
1.2 ACCOUNT shall mean a Mandatory Deferral Account or a Voluntary Deferral
Account.
1.3 BENEFICIARY shall mean the person or persons or entity designated in
accordance with Article 10 to receive survivor balances.
1.4 BENEFICIARY ELECTION FORM shall mean the Beneficiary Election Form
described in Article 10.
1.5 BOARD shall mean the Board of Directors of Citicorp.
1.6 CHANGE OF CONTROL shall mean the occurrence of any of the following:
1.6.1 any person, including a "person" as such term is used in Section
14(d)(2) of the Securities Exchange Act of 1934 (a "Person"), becoming a
beneficial owner (as such term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly, of securities of
Citicorp representing 25% or more of the combined voting power of
Citicorp's then outstanding securities;
1.6.2 any transaction occurring with respect to Citicorp which is
subject to the prior notice requirements of the Change in Bank Control Act
of 1978;
1.6.3 any transaction occurring with respect to Citicorp which will
require a "company" as defined in the Bank Holding Company Act of 1956, as
<PAGE>
amended, to obtain prior approval of the Federal Reserve Board under
Regulation Y;
1.6.4 any plan or proposal for the liquidation of Citicorp being
adopted by the stockholders of Citicorp; or
1.6.5 individuals who, as of the date of this Plan, constitute the
Board (the "Incumbent Board") ceasing for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a
director subsequent to the effective date of this Plan whose election, or
nomination for election by Citicorp's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board;
provided, however, that notwithstanding the foregoing, the following
acquisition of shares or other securities of Citicorp shall not constitute a
Change of Control: (A) any acquisition directly from Citicorp, respectively; (B)
any acquisition by Citicorp; and (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by Citicorp or any corporation
controlled by Citicorp.
Any good faith determination by the Incumbent Board of whether a Change of
Control within the meaning of this definition has occurred shall be conclusive.
1.7 DEFERRED PAYMENT YEAR shall mean the year elected by the Participant
for the payment or commencement of payment of Voluntary Deferral Account
Balances, as described in Article 7. The Deferred Payment Year shall not be
earlier than five years after the date of deferral or later than the year in
which the Participant will attain age 70.
1.8 ELIGIBLE EXECUTIVE shall mean a US employee of the Corporation or a
member of the Corporation's International Staff, who (i) is a senior executive
or in a Corporate Leverage Position, and (ii) qualifies as a member of a "select
group of management or highly compensated employees" under ERISA;
provided, however, that in the case of an employee of the Corporation who
meets the foregoing requirements except that such employee is not a US or
International Staff employee, such employee may, in the sole discretion of the
Plan Committee, be treated as an Eligible Executive for all purposes of the
Plan, or only for such purposes as may be designated by the Plan Committee
(including, without limitation, for purposes of the provisions of the Plan
relating to the deferral of a portion of a Variable Compensation Award to a
Mandatory Deferral Account).
<PAGE>
1.9 ERISA shall mean the Employee Retirement Income Security Act of 1974,
as amended.
1.10 INVESTMENT ALTERNATIVE shall mean one of the simulated financial
investments designated by the Plan Committee each Plan Year for purposes of
calculating gains, losses, or earnings to be credited to a Participant's
Voluntary Deferral Accounts.
1.11 LEAVE OF ABSENCE shall mean any disability which entitles the
Participant to disability benefits under the Citibank Long-Term Disability
Program.
1.12 MANDATORY DEFERRAL ACCOUNT shall mean the "Restricted Stock Unit
Account" established as a result of the mandatory deferral of a portion of a
Participant's Variable Compensation Award pursuant to paragraph 3.1.
1.13 MANDATORY DEFERRAL ACCOUNT BALANCE shall mean each deferred balance
which may become payable with respect to the Mandatory Deferral Account as
described in Article 6.
1.14 PARTICIPANT shall mean an Eligible Executive who has elected to
participate in the Plan and has completed a Participation Election Form pursuant
to Article 2.
1.15 PARTICIPATION ELECTION FORM shall mean a written agreement between the
Corporation and the Participant, entered into pursuant to Article 2, by which
the Participant elects to participate in the Plan and provides the details of
such participation.
1.16 PERSONNEL COMMITTEE shall mean the Personnel Committee of the Board.
1.17 PLAN COMMITTEE shall mean the committee appointed by the Personnel
Committee to administer the Plan pursuant to Article 9.
1.18 PLAN YEAR shall mean the calendar year.
1.19 RETIREMENT shall mean the Participant's termination of employment
after attaining age 55, except for an involuntary termination which is not on
account of job discontinuance, redundancy or poor performance.
1.20 UNSCHEDULED WITHDRAWAL shall mean a distribution of all or a portion
of the amount credited to the Participant's Voluntary Deferral Accounts
requested by the Participant pursuant to the provisions of paragraph 7.6.
1.21 VOLUNTARY DEFERRAL shall mean voluntary deferrals elected under
paragraph 4.2.
<PAGE>
1.22 VOLUNTARY DEFERRAL ACCOUNT shall mean each Account established for a
Participant pursuant to paragraph 3.2.
1.23 VOLUNTARY DEFERRAL ACCOUNT BALANCE shall mean the deferred balance
which may become payable to the Participant with respect to each Voluntary
Deferral Account as described in Article 7.
ARTICLE 2
PARTICIPATION
2.1 PARTICIPATION ELECTION FORM/ANNUAL DEFERRAL. An Eligible Executive
shall become a Participant in the Plan on the first day of the month following
his appointment as an Eligible Executive and submission to the Plan Committee of
a Participation Election Form and a Beneficiary Election Form. To be effective,
the Eligible Executive must submit the Participation Election Form and the
Beneficiary Election Form to the Plan Committee during the enrollment period
described in paragraph 2.4. In these forms, the Eligible Executive shall
designate a Beneficiary, any Voluntary Deferral for the covered Plan Year, the
Deferred Payment Year, the form of balance distributions, the simulated
investment alternative(s) for crediting gains, losses or earnings to the
Participant's Accounts, and any other information or elections required by the
Plan Committee.
2.2 CONTINUATION OF PARTICIPATION. An Eligible Executive who has elected to
participate in the Plan shall continue as a Participant in the Plan for purposes
of amounts credited to a Mandatory Deferral or Voluntary Deferral Account even
though such executive ceases to be an Eligible Executive but otherwise continues
his employment. However, a Participant shall not be eligible for new deferrals
to such Accounts during a Plan Year unless the Participant is an Eligible
Executive for such Plan Year.
2.3 IRREVOCABLE ELECTIONS. Participation Election Forms accepted by the
Plan Committee shall be irrevocable.
2.4 ENROLLMENT PERIOD. The enrollment period shall be at the time
designated by the Plan Committee, but shall end prior to October 31 of the year
preceding the Plan Year (December 29, 1995 in the case of the 1996 Plan Year) in
which the Variable Compensation Award to which such election relates will be
earned; provided that the enrollment period may, under special circumstances
determined by the Plan Committee in its sole discretion, be extended.
ARTICLE 3
DEFERRAL ACCOUNTS
3.1 MANDATORY DEFERRAL ACCOUNTS. The Corporation shall establish on its
books a Mandatory Deferral Account for each Participant in each year that a
Participant receives a Variable Compensation Award and the Personnel Committee
specifies that a portion of the award will be automatically deferred.
<PAGE>
3.2 VOLUNTARY DEFERRAL ACCOUNTS. The Corporation shall establish on its
books a Voluntary Deferral Account for each Participant in each year that a
Participant elects Voluntary Deferrals under paragraph 4.2. The Participant
shall elect a Deferred Payment Year for each such Account elected. The election
of a Deferred Payment Year for an Account is irrevocable.
3.3 BOOKKEEPING ACCOUNTS. The Mandatory Deferral and Voluntary Deferral
Accounts are solely an accounting device for measuring the balance(s) that may
become payable to a Participant under this Plan. Participants and Beneficiaries
shall at all times be general unsecured creditors of the Corporation for the
payment of Account balances, with no special or prior right to any Corporation
assets. The Plan constitutes a mere promise by the Corporation to pay Account
balances in the future.
3.4 STATEMENT OF ACCOUNTS. The Plan Committee shall provide to each
Participant periodic statements setting forth the balance of the Accounts
maintained for such Participant.
ARTICLE 4
VARIABLE COMPENSATION AWARD DEFERRALS
4.1 MANDATORY DEFERRALS. The Corporation shall credit to a Participant's
Mandatory Deferral Account the portion, if any, of the Variable Compensation
Award payable for a Plan Year for which the Participant is an Eligible Executive
and for which such portion has been mandatorily deferred by the Corporation.
4.2 VOLUNTARY DEFERRALS
4.2.1 DEFERRAL ELECTION. A Participant can elect a Deferral Payment
Year for a percentage of the Variable Compensation Award remaining after
any required deferral under paragraph 4.1. Such election shall be made in
the year immediately preceding the Plan Year in which the Variable
Compensation Award to which such election relates will be earned. The
percentage deferred shall be stated as a whole number and within a range
periodically established by the Plan Committee. The Participant can also
elect to express his deferral election as a percentage applicable to only a
portion of the Variable Compensation Award over a minimum amount specified
by the Plan Committee which would not be deferred.
4.2.2 CREDITING ACCOUNT. The Corporation shall credit to a
Participant's Voluntary Deferral Account the percentage of the
Participant's Variable Compensation Award the Participant has elected to
defer.
<PAGE>
4.3 TIMING OF CREDITS.
4.3.1 MANDATORY DEFERRAL ACCOUNT. The Corporation shall credit any
required Variable Compensation Award deferrals to the Mandatory Deferral
Accounts as of the same day of the month in which the amounts would have
been paid to the Participant but for the deferral.
4.3.2 VOLUNTARY DEFERRALS. The Corporation shall credit any voluntary
Variable Compensation Award deferrals to the Voluntary Deferral Accounts as
of the same day of the month in which the amounts would have been paid to
the Participant but for the deferral.
4.4 VESTING.
4.4.1 MANDATORY DEFERRAL ACCOUNTS. The Participant's right to receive
Variable Compensation Awards deferred to the Mandatory Deferral Accounts
and gains, losses, and earnings thereon shall be 100% vested, and will be
subject to the terms and conditions of the Plan.
4.4.2 VOLUNTARY DEFERRALS. The Participant's right to receive Variable
Compensation Awards deferred to the Voluntary Deferral Accounts and gains,
losses, and earnings thereon shall be 100% vested at all times.
4.5 TERMINATED PARTICIPANT. No Variable Compensation Award deferral shall
be credited to the Account of a Participant who terminates employment with the
Corporation prior to December 31 of the Plan Year preceding the Plan Year in
which the Variable Compensation Award to which such election relates will be
earned.
ARTICLE 5
GAINS AND LOSSES
5.1 MANDATORY DEFERRAL ACCOUNT
5.1.1 INITIAL CREDITING OF RESTRICTED STOCK UNITS. Once the dollar
value of the Mandatory Deferral portion of the final Variable Compensation
Award has been established, the Corporation will credit restricted stock
units with an equivalent value to the Mandatory Deferral Accounts. The
number of restricted stock units credited to each Account shall be based on
the average of the high and low share price of Citicorp common stock on the
New York Stock Exchange as reported in The Wall Street Journal for date of
the grant.
5.1.2 CREDITING OF GAINS, LOSSES, AND EARNINGS. The Corporation shall
credit gains, losses, and earnings to the Mandatory Deferral Account as of
the last business day of each month and as of the day the Mandatory
<PAGE>
Deferral Account Balance is paid or rolled over pursuant to paragraph 6.7.
The Corporation shall determine the value of restricted stock units using
the average of the high and low share price of Citicorp common stock on the
New York Stock Exchange as reported in The Wall Street Journal for the last
business day of the month. The crediting rate for such purposes shall equal
the rate of return (positive or negative) as if the Account balance were
invested in Citicorp common stock.
5.1.3 DIVIDENDS. The Corporation shall credit additional amounts to
the Mandatory Deferral Account to reflect any dividends paid on Citicorp
common stock while the Participant has a Mandatory Deferral Account
Balance. The dividend equivalents credited shall be based on the number of
restricted stock units of such common stock reflected in the Account
balance on the Citicorp dividend record date of such dividend equivalents.
The credit of dividend equivalents shall automatically be notionally
re-invested in restricted stock units of Citicorp common stock. The
Corporation shall determine the number of restricted stock units using the
average of the high and low share price of Citicorp common stock on the New
York Stock Exchange as reported in The Wall Street Journal for the record
date on which such dividends are declared.
5.1.4 NO BROKERAGE FEES. The Corporation shall not reduce credits to
the Mandatory Deferral Account by any brokerage fees.
5.2 VOLUNTARY DEFERRAL ACCOUNTS.
5.2.1 CREDITING OF GAINS, LOSSES, AND EARNINGS. The Corporation shall
credit gains, losses, and earnings to the Voluntary Deferral Accounts as of
the end of each month (including during the Voluntary Deferral Account
payment period) and as of the date the amount representing the last credits
in the Account is paid. The crediting rate for such purposes shall equal
the notional rate of return (positive or negative) of the Investment
Alternative(s) selected by the Participant for the same period, taking into
account any fees or charges which would have been incurred had the
Voluntary Deferral Account actually been invested in the Investment
Alternatives.
5.2.2 INVESTMENT ALTERNATIVES. The available Investment Alternatives,
and the rules and procedures for allocating the Voluntary Deferral Accounts
among such options (including the frequency of changes to such
allocations), shall be determined by the Plan Committee from time to time.
The Plan Committee, may in its sole discretion, amend the Plan's Investment
Alternatives from time to time. In addition, the Plan Committee may
restrict Participants from selecting certain Investment Alternatives, or
may alter election procedures, if necessary or advisable in light of the
requirements of Section 16(b) of the Securities Exchange Act of 1934.
Neither the Plan Committee, the Personnel Committee, the Corporation, the
Board nor any member of the Board or any agent, employee or advisor of such
bodies shall be liable for the performance or lack of performance of any
Investment Alternatives.
<PAGE>
5.3 VALUATION DATE. The valuation date for determining credits to lump sum
payments (other than payments on the Participant's Retirement) shall be the day
of the month on which the event giving rise to the payment (e.g., the
Participant's termination of employment, the Deferred Payment Year, or request
for Unscheduled Withdrawal) occurs. The valuation date for determining credits
to lump sum payments following Retirement and to installment payments shall be
November 30 of the year preceding the year in which such payments will be made.
ARTICLE 6
MANDATORY DEFERRAL ACCOUNT BALANCES
6.1 CALCULATION. The Corporation shall track separately each Variable
Compensation Award deferral under paragraph 4.1, together with the amounts
credited under paragraph 5.1 to each such deferral. The Mandatory Deferral
Account Balance for each separate Variable Compensation Award deferred shall be
an amount equal to the initial portion of such award credited plus the gains,
losses or earnings from such date to the valuation date.
6.2 NORMAL PAYMENT. The Corporation shall pay to the Participant the
Mandatory Deferral Account Balance accrued from such Award following the fifth
anniversary of the crediting of the applicable portion of a Variable
Compensation Award to the Mandatory Deferral Account. The Corporation shall pay
the Mandatory Deferral Account Balance in a lump sum cash payment as soon as
practicable after such fifth anniversary. Payment of Mandatory Deferral Account
Balances under this paragraph 6.2 shall not apply to any portion of the
Mandatory Deferral Account for which the Participant elects a continuing
deferral under paragraph 6.7.
6.3 PAYMENT UPON TERMINATION OF EMPLOYMENT.
6.3.1 VOLUNTARY. In the event of a voluntary termination of the
Participant's employment, the Corporation shall pay to the Participant the
Mandatory Deferral Account Balance on the fifth anniversary of the
crediting of the applicable portion of a Variable Compensation Award to the
Mandatory Deferral Account. No additional dividend equivalents shall be
credited to the Account after the Participant's date of termination of
employment. At the time payment is to be made, the Corporation shall pay
the lesser of: (i) the value of the Account based upon the share price of
Citicorp common stock on the New York Stock Exchange, as reported in The
Wall Street Journal, as of the fifth anniversary of the crediting of the
applicable portion of the Variable Compensation Award to the Mandatory
Deferral Account (or, if no trades were reported for such day, the next
preceding business day), or (ii) the value of the Account based upon such
share price as of the date of the Participant's termination of employment.
The Corporation shall pay the Mandatory Deferral Account Balance in a lump
sum cash payment as soon as practicable after the fifth anniversary.
<PAGE>
6.3.2 INVOLUNTARY. In the event of an involuntary termination of a
Participant's employment on account of job discontinuance, redundancy, or
poor performance, the Corporation shall pay to the Participant the
Mandatory Deferral Account Balance following the fifth anniversary of the
crediting of the applicable portion of a Variable Compensation Award to the
Mandatory Deferral Account. The Corporation shall pay the Mandatory
Deferral Account Balance in a lump sum cash payment as soon as practicable
after the fifth anniversary. The Participant shall not be allowed to elect
a continuing deferral under Section 6.7.
In the event of an involuntary termination of employment other than on
account of job discontinuance, redundancy, or poor performance, the payment
provision set forth under paragraph 6.3.1 will apply.
6.4 SURVIVOR BALANCES. If the Participant dies prior to termination of
employment, the Corporation shall pay to the Participant's Beneficiary an amount
equal to the balance of the Participant's Mandatory Deferral Account. The
Corporation shall pay such amount to the Beneficiary in a cash lump sum as soon
as practicable after the Participant's death. Neither the Participant nor the
Participant's Beneficiary shall be allowed to elect a continuing deferral under
paragraph 6.7.
6.5 LEAVE OF ABSENCE. In the event of the Participant's Leave of Absence,
the Corporation shall pay to the Participant the Mandatory Deferral Account
Balance following the fifth anniversary of the crediting of the applicable
portion of a Variable Compensation Award to the Mandatory Deferral Account. The
Corporation shall pay the Mandatory Deferral Account Balance in a lump sum cash
payment as soon as practicable after the fifth anniversary. The Participant
shall not be allowed to elect a continuing deferral under paragraph 6.7.
6.6 RETIREMENT. In the event of the Participant's Retirement, the
Corporation shall pay to the Participant the Mandatory Deferral Account Balance
following the fifth anniversary of the crediting of the applicable portion of a
Variable Compensation Award to the Mandatory Deferral Account. The Corporation
shall pay the Mandatory Deferral Account Balance in a lump sum cash payment as
soon as practicable after the fifth anniversary. The Participant shall not be
allowed to elect a continuing deferral under paragraph 6.7.
6.7 ELECTIVE DEFERRAL CONTINUATION. In the fourth year after the year in
which the applicable portion of a Variable Compensation Award was credited to
the Mandatory Deferral Account, during an election period specified by the Plan
Committee, the Participant may elect to postpone distribution of the Mandatory
Deferral Account Balance attributable to such deferred Variable Compensation
Award by having such amount credited to a Voluntary Deferral Account. The credit
shall be made at the same time the Mandatory Deferral Account Balance for such
amounts would have been paid to the Participant but for such election. Following
the crediting to a Voluntary Deferral Account, such amounts shall be subject to
all the terms of the Voluntary Deferral Accounts.
<PAGE>
ARTICLE 7
VOLUNTARY DEFERRAL ACCOUNT BALANCES
The provisions of this Article 7 shall apply separately to each Voluntary
Deferral Account created for each Participant.
7.1 CALCULATION. The Voluntary Deferral Account Balance shall be an amount
equal to the portion of the Variable Compensation Awards credited to the
Voluntary Deferral Account plus the gains, losses, or earnings from the date of
crediting to the valuation date.
7.2 DISTRIBUTION UPON RETIREMENT. The provisions of this paragraph 7.2
apply to distributions from a Voluntary Deferral Account on or after Retirement.
7.2.1 ENTITLEMENT. The Participant shall be entitled to distributions
under this paragraph 7.2 upon Retirement, unless payment would cause the
Corporation to lose a tax deduction, in which case the Corporation may
postpone payment until the beginning of the next fiscal year or longer if
necessary to retain a tax deduction.
7.2.2 FORM OF PAYMENT. The Corporation shall pay the Voluntary
Deferral Account Balance in the year or the years the Participant elected
for such Account. Permissible forms of payment shall be determined by the
Plan Committee, but shall include a cash lump sum payment or annual
installments over a period of up to 15 years. Absent an election by the
Participant, the Voluntary Deferral Account Balance shall be paid in a cash
lump sum payment. The Participant's election shall be as indicated on the
Participation Election Form on which the Participant first elected
deferrals to such Account, unless the Participant elected a different form
of payment by a written election filed with the Plan Committee at least 13
months prior to the Deferred Payment Year, in which case the different form
elected shall control. However, the Plan Committee, in its sole discretion,
may ignore any change in the form of payment elected by the Participant if
it determines that the ability to make such changes causes the Voluntary
Deferral Account Balance to become taxable to the Participant prior to
actual receipt of the deferral payments. If installment payments apply, the
Plan Committee shall adjust the amount of each installment to reflect
gains, losses, and earnings credited to the Account during the deferral
payment period.
<PAGE>
7.2.3 TIMING. The Corporation shall commence payments no later than
January 31 of the Deferred Payment Year unless payment would cause the
Corporation to lose a tax deduction, in which case the Corporation may
postpone payment until the beginning of the next fiscal year or longer if
necessary to retain a tax deduction.
7.3 PRE-DETERMINED WITHDRAWALS
The provisions of this paragraph 7.3 apply if the Participant elects
in-service distributions from a Voluntary Deferral Account by specifying a
Deferred Payment Year on the Participation Election Form creating such Account
during which such Participant remains employed.
7.3.1 ENTITLEMENT. If the Participant continues to be employed by the
Corporation to the Deferred Payment Year, the Corporation shall commence
payment to the Participant of the Voluntary Deferral Account Balance.
7.3.2 FORM OF BALANCE. The Corporation shall pay the Voluntary
Deferral Account Balance in a cash lump sum or annual installments over a
period of up to 15 years.
7.3.3 TIMING. The Corporation shall pay or commence to pay the
Voluntary Deferral Account Balance no later than January 31 of the year
specified, unless payment would cause the Corporation to lose a tax
deduction in which case the Corporation may postpone payment until the
beginning of the next fiscal year or longer if necessary to retain a tax
deduction.
7.4 LEAVE OF ABSENCE. In the event of the Participant's Leave of Absence,
the Corporation shall pay the Participant the Voluntary Deferral Account in the
manner elected in his Participation Election Form, unless payment would cause
the Corporation to lose a tax deduction, in which case the Corporation may
postpone payment until the beginning of the next fiscal year or longer if
necessary to retain a tax deduction. Upon any such Leave of Absence, deferrals
into a Voluntary Deferral Account for the Participant will cease.
7.5 EARLY TERMINATION BALANCES. If the employment of a Participant is
terminated prior to age 55 for reasons other than Leave of Absence or death, the
Corporation shall pay the Voluntary Deferral Account Balance to the Participant
in a cash lump sum as soon as practicable after the date of such termination;
unless payment would cause the Corporation to lose a tax deduction, in which
case the Corporation may postpone payment until the beginning of the next fiscal
year or longer if necessary to retain a tax deduction.
<PAGE>
7.6 UNSCHEDULED WITHDRAWALS
7.6.1 GENERAL PROVISIONS. A Participant may request an Unscheduled
Withdrawal of all or any portion of the entire amount credited to one or
more of the Participant's Voluntary Deferral Accounts, subject to the
following restrictions: (i) the minimum withdrawal shall be 25% of the
balance of the specified Account, (ii) an election to withdraw 75% or more
of the Account balance shall be deemed to be an election to withdraw the
entire Account balance, (iii) an Unscheduled Withdrawal may be made only
once a year, and (iv) the Corporation shall deduct (and retain) from the
Unscheduled Withdrawal a forfeiture amount of 10% of the amount withdrawn,
or such other greater amount as the Plan Committee determines. In addition,
if the Participant is employed by the Corporation at the time of the
withdrawal, (i) deferrals into a Voluntary Deferral Account for the
Participant shall cease, and (ii) the Participant shall not recommence
deferrals under the Plan until after the end of the Plan Year following the
Plan Year in which the election for the Unscheduled Withdrawal is made.
7.6.2 TIMING OF PAYMENT. The Corporation shall pay the Unscheduled
Withdrawal amount as soon as practicable after receiving the request under
paragraph 7.6.1, unless payment would cause the Corporation to lose a tax
deduction, in which case the Corporation may postpone payment until the
beginning of the next fiscal year or longer if necessary to retain a tax
deduction.
7.7 SURVIVOR BALANCES. If the Participant dies prior to or after
termination of employment the Corporation shall pay to the Participant's
Beneficiary an amount equal to the Participant's Voluntary Deferral Account
Balance. The Corporation shall pay such amount to the Beneficiary in a cash lump
sum as soon as practicable after the Participant's death, unless payment would
cause the Corporation to lose a tax deduction, in which case the Corporation may
postpone payment until the beginning of the next fiscal year or longer if
necessary to retain a tax deduction.
7.8 SMALL BALANCE EXCEPTION. Notwithstanding any of the foregoing, if the
sum of all amounts payable to the Participant from all Voluntary Deferral
Accounts is no greater than $10,000 (or such other amount as the Plan Committee
may determine from time to time), the Plan Committee may, in its sole
discretion, elect to pay such balances in a cash lump sum. If the sum of all
installment payments is less than $300 (or such other amount as the Plan
Committee may determine from time to time), the Plan Committee may, in its sole
discretion, elect to shorten the applicable payment period.
ARTICLE 8
CONDITIONS RELATED TO BALANCES
8.1 NONASSIGNABILITY. The amounts in a Participant's Accounts may not be
alienated, assigned, transferred, pledged or hypothecated by or to any person or
entity, at any time or in any manner whatsoever, and may not be garnished by or
made subject in any manner to the claims of creditors of any Participant or
Beneficiary thereof or any other claimants.
<PAGE>
8.2 PROVIDING INFORMATION. Participants shall be required to cooperate with
the Corporation by furnishing any and all information requested by the Plan
Committee in order to facilitate the payment of Account balances thereunder.
8.3 TAX WITHHOLDING. Any federal, state or local income tax withholding
requirements and Social Security or other employee tax requirements applicable
to deferrals under this Plan shall be withheld from the amount deferred, with a
corresponding reduction in the amount credited to the Participant's Accounts.
ARTICLE 9
ADMINISTRATION OF PLAN
The Plan Committee shall be appointed by the Personnel Committee, or such
Senior officer as delegated by the Committee, and shall administer the Plan and
interpret, construe and apply its provisions in accordance with its terms. The
Plan Committee shall further establish, adopt or revise such rules and
regulations as it may deem necessary or advisable for the administration of the
Plan. All decisions of the Plan Committee shall be final and binding. The
individuals serving on the Plan Committee shall be Senior officers and, except
as prohibited by law, shall be indemnified and held harmless by the Corporation
from any and all liabilities, costs, and expenses (including legal fees), to the
extent not covered by liability insurance arising out of any action taken by any
member of the Plan Committee with respect to the Plan, unless such liability
arises from the individual's own gross negligence or willful misconduct.
ARTICLE 10
BENEFICIARY DESIGNATION
The Participant shall have the right, at any time, to designate any person
or persons as Beneficiary (both primary and contingent) to whom payment under
the Plan shall be made in the event of the Participant's death. The Beneficiary
designation shall be effective when it is submitted in writing by the
Participant to the Plan Committee during the Participant's lifetime on a
Beneficiary Designation Form prescribed by the Plan Committee.
The submission of a new Beneficiary designation shall cancel all prior
Beneficiary designations. Any finalized divorce or marriage (other than a common
law marriage) of a Participant subsequent to the date of a Beneficiary
designation shall revoke such designation, unless in the case of divorce the
previous spouse was not designated as Beneficiary and unless in the case of
marriage the Participant's new spouse has previously been designated as
Beneficiary. The spouse of a married Participant domiciled in a community
property jurisdiction shall join in any designation of a Beneficiary other than
the spouse.
<PAGE>
If a Participant fails to designate a Beneficiary as provided above, or if
the Beneficiary designation is revoked by marriage, divorce, or otherwise
without execution of a new designation, or if every person designated as a
Beneficiary predeceases the Participant or dies prior to complete distribution
of the Participant's Account balances, then the Plan Committee shall direct the
distribution of such balances to the Participant's estate.
ARTICLE 11
AMENDMENT AND TERMINATION OF PLAN
11.1 AMENDMENT/TERMINATION OF PLAN. The Plan Committee may at any time
amend or terminate the Plan in whole or in part, provided, however, that any
such amendment or termination shall not decrease a Participant's Account
balances. The Corporation specifically retains the right to amend the methods
for determining gains, losses, and earnings on accounts, provided, however, that
any such amendment shall not decrease the Participant's Account balances.
11.2 CONSTRUCTIVE RECEIPT TERMINATION. If the Plan Committee determines
that amounts deferred under the Plan have been constructively received by
Participants and must be recognized as income for federal income tax purposes,
the Plan shall terminate (or relevant portion thereof) and distributions shall
be made to Participants in accordance with the provisions of paragraph 11.3. The
determination of the Plan Committee under this paragraph 11.2 shall be binding
and conclusive.
11.3 PAYMENT OF BALANCES. If the Corporation terminates the Plan, the
Corporation shall pay to the Participant Voluntary Deferral Account Balances in
monthly installments over a 36-month period, with crediting of gains, losses,
and earnings under Article 5 continuing during such period; provided, however,
that if such termination affects only a portion of the Plan under Section 11.2,
such payments shall be made only with respect to Account balances for which a
constructive receipt determination shall have been made.
ARTICLE 12
MISCELLANEOUS
12.1 APPLICABLE LAW. The Plan shall be governed and construed in accordance
with the laws of the State of New York, except where such laws are preempted by
ERISA.
12.2 CAPTIONS. The captions of the articles and paragraphs of the Plan are
for convenience only and shall not control or affect the meaning or construction
of any of its provisions.
<PAGE>
12.3 CLAIMS/REVIEW PROCEDURE. The Corporation shall notify a Participant in
writing, within 90 days after his written application for Account balances that
have not been paid, of his eligibility or non eligibility to receive such
amounts. If the Corporation denies all or a part of the Participant's
application, the notice shall set forth (1) the specific reasons for such
denial, (2) a specific reference to the provisions of the Plan on which the
denial is based, and (3) if applicable, a description of any additional
information or material necessary for the Corporation to further consider such
claim. If the Corporation determines that there are special circumstances
requiring additional time to make a decision, the Corporation shall notify the
Participant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional 90-day
period.
The Participant shall have the opportunity to have the Corporation's
conclusions reviewed by the Corporation by filing a petition for review with the
Corporation within 60 days after receipt of the notice issued by the
Corporation. The petition shall state the specific reasons which the Participant
believes entitle him to balances or to greater or different Account balances.
Within 60 days after receipt by the Corporation of the petition, the Corporation
shall afford the Participant (and counsel, if any) an opportunity to present his
position to the Corporation orally or in writing, and the Participant (or
counsel) shall have the right to review the pertinent documents. The Corporation
shall notify the Participant of its decision in writing within the 60-day
period, stating specifically the basis of its decision. If, because of the need
for a hearing, the 60-day period is not sufficient, the decision may be deferred
for up to another 60-day period at the election of the Corporation, but notice
of this deferral shall be given to the Participant. In the event of the death of
a Participant, the same procedures shall apply to the Beneficiary.
12.4 CHANGE OF CONTROL. In the event of a Change of Control, the
Corporation shall pay to the Participant, as soon as practicable after such
Change of Control, all Mandatory Deferral Account Balances and Voluntary
Deferral Account Balances in a cash lump sum.
12.5 EMPLOYMENT NOT GUARANTEED. Nothing contained in the Plan nor any
action taken thereunder shall be construed as a contract of employment or as
giving any Participant any right to continued employment with the Corporation.
12.6 GENDER, SINGULAR AND PLURAL. All pronouns and variations thereof shall
be deemed to refer to the masculine or feminine, as the identity of the person
or persons may require. As the context may require, the singular may be read as
the plural and the plural as the singular.
12.7 NOTICE. Any notice or filing required or permitted to be given to the
Corporation under the Plan shall be sufficient if in writing and hand-delivered,
or sent by registered or certified mail, return receipt requested, to the
principal office of the Corporation, directed to the attention of the Plan
Committee. Such notice shall be deemed given as of the date of delivery, or, if
delivery is made by registered or certified mail, as of the delivery date shown
on the receipt therefor.
12.8 STATUS OF PLAN. The Plan is intended to be an unfunded plan maintained
primarily to provide deferred compensation for "a select group of management or
highly compensated employees" within the meaning of Sections 201, 301 and 401 of
ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.
<PAGE>
12.9 SUCCESSORS OF THE CORPORATION. The rights and obligations of the
Corporation under the Plan shall inure to the benefit of, and shall be binding
upon, the successors and assigns of the Corporation.
12.10 TRANSFERS AMONG SUBSIDIARIES. If a Participant transfers employment
to a Citicorp subsidiary which does not participate in the Plan, or to
employment whereby the Participant no longer qualifies as an Eligible Executive,
then all deferrals into a Voluntary Deferral Account for the Participant shall
cease, and the Participant will be unable to make future deferral elections. In
addition, the amounts credited to the Participant's Accounts prior to such
transfer shall continue to be credited with gains, losses, and earnings and
become payable under the terms of the Plan as if employment with the subsidiary
is continued employment with the Corporation. If the Participant subsequently
transfers to a Citicorp subsidiary which does participate in the Plan, or to
employment whereby the Participant requalifies as an Eligible Executive, then
the Participant will again become eligible to participate by making a new
deferral election during the enrollment period.
12.11 VALIDITY. If any provision of the Plan is held invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provisions of the Plan.
12.12 WAIVER OF BREACH. The waiver by the Corporation of any breach of any
provision of the Plan by the Participant shall not operate or be construed as a
waiver of any subsequent breach by the Participant.
February 15, 1996
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"), $100,000,000 of deferred
compensation obligations (the "Obligations") which will represent unsecured
obligations of Citicorp to pay deferred compensation in the future in accordance
with the terms of the Citicorp Deferred Compensation 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
that, when issued in the manner provided in the Plan, the Obligations will be
valid and binding obligations of Citicorp, enforceable against Citicorp in
accordance with their terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general principles of equity.
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(a)
The Board of Directors and Stockholders of Citicorp:
We consent to the incorporation by reference in the Registration Statement filed
on February 15, 1996 on Form S-8 of Citicorp of our report dated January 17,
1995, relating to the consolidated balance sheets of Citicorp and its
subsidiaries as of December 31, 1994 and 1993, the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1994, and the related
consolidated balance sheets of Citibank, N.A. and subsidiaries as of December
31, 1994 and 1993, and to the reference to our firm under the headings "Experts"
in the Registration Statement. Our report with respect to these financial
statements, which contains an added explanatory paragraph, is included in the
1994 Citicorp Annual Report and Form 10-K.
KPMG Peat Marwick LLP
New York, New York
February 15, 1996
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ John S. Reed
--------------------------------
Name: John S. Reed
Title: Chairman and Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ Paul J. Collins
--------------------------------
Name: Paul J. Collins
Title: Vice Chairman and Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE AND MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ D. Wayne Calloway
--------------------------------
Name: D. Wayne Calloway
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ Colby H. Chandler
--------------------------------
Name: Colby H. Chandler
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ Pei-yuan Chia
--------------------------------
Name: Pei-yuan Chia
Title:Vice Chairman and Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ Kenneth T. Derr
--------------------------------
Name: Kenneth T. Derr
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ H. J. Haynes
--------------------------------
Name: H. J. Haynes
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ William R. Rhodes
--------------------------------
Name: William R. Rhodes
Title: Vice Chairman and Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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 her hand.
Dated: February 15, 1996.
/s/ Rozanne L. Ridgway
--------------------------------
Name: Rozanne L. Ridgway
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ H. Onno Ruding
--------------------------------
Name: H. Onno Ruding
Title: Vice Chairman and Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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.
Remember to re-insert the following language which was removed from the standard
form of power of attorney as 1994 was Shapiro's first year on the Board; and
HEREBY revokes all prior powers of attorney relating to the foregoing
acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: February 15, 1996.
/s/ Robert B. Shapiro
--------------------------------
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ Frank A. Shrontz
--------------------------------
Name: Frank A. Shrontz
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/Roger B. Smith
--------------------------------
Name: Roger B. Smith
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/Franklin A. Thomas
--------------------------------
Name: Franklin A. Thomas
Title: Director
<PAGE>
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,
PETER M. GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE and MARTIN
A. WATERS 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 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: February 15, 1996.
/s/ Edgar S. Woolard, Jr.
--------------------------------
Name: Edgar S. Woolard, Jr.
Title: Director
