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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CITICORP
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
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NOTICE OF
1996 ANNUAL MEETING
OF STOCKHOLDERS &
PROXY STATEMENT
CITICORP PROXY STATEMENT
SPACE IN OUR AUDITORIUM IS LIMITED.
Registered stockholders may be asked for identification. If you are a
beneficial owner of Citicorp stock held by a bank, broker or investment
plan ("in street name"), you will need proof of ownership to be admitted
to the meeting. A recent brokerage statement or letter from the broker
or bank are examples of proof of ownership.
[CITICORP LOGO]
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[CITICORP LOGO]
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Citicorp JOHN S. REED
399 Park Avenue Chairman
New York, New York 10043
March 4, 1996
Dear Stockholder:
You are cordially invited to the Annual Meeting of Stockholders of Citicorp.
It will be held on Tuesday, April 16, 1996, at 9:00 A.M. (New York City time) in
the auditorium at Citicorp headquarters at 399 Park Avenue in New York City.
We urge you to attend, if at all possible. We in Citicorp's management consider
the Annual Meeting an excellent opportunity for us to discuss your corporation's
progress with you in person. If you cannot attend, please be sure to vote your
preferences on the enclosed proxy card and return it promptly.
Whether in person or by proxy, it is important that your shares be voted. The
participation of the owners of the business in its affairs is an essential
ingredient of Citicorp's vitality.
Sincerely,
/s/ JOHN S. REED
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[CITCORP LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date: Tuesday, April 16, 1996
Time: 9:00 A.M. (New York City time)
Place: 399 Park Avenue
New York, New York 10043
(53rd Street and Park Avenue)
At the Annual Meeting, the following proposals are on the agenda for action by
the stockholders:
TO ELECT FOURTEEN DIRECTORS TO HOLD OFFICE UNTIL THE 1997 ANNUAL MEETING AND
UNTIL THE ELECTION AND QUALIFICATION OF THEIR SUCCESSORS;
TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS;
TO ACT UPON CERTAIN STOCKHOLDER PROPOSALS; AND
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
It is important that your shares be voted. Please complete the proxy card and
return it promptly in the enclosed envelope. If you decide to attend the meeting
in person, you can withdraw your proxy and vote at that time. Voting is by
secret ballot. Stockholders of record at the close of business (5:00 P.M., New
York City time) on February 16, 1996 are entitled to one vote for each share
held. A list of these stockholders will be available for inspection for ten days
preceding the meeting at the office of the Assistant Secretary of Citicorp at
399 Park Avenue, New York, New York 10043, and will also be available for
inspection at the meeting itself.
By order of the Board of Directors,
/s/ CHARLES E. LONG
Charles E. Long
Executive Vice President and Secretary
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Citicorp (the 'Board'). These proxies will
be voted at the Annual Meeting of Stockholders of Citicorp on Tuesday, April 16,
1996. Holders of common stock of record at the close of business (5:00 P.M., New
York City time) on February 16, 1996 are entitled to one vote for each share
held. On that date there were 479,850,450 shares of Citicorp common stock
outstanding and eligible to vote. This Proxy Statement and Form of Proxy are
first being sent to stockholders on March 4, 1996.
I. ELECTION OF DIRECTORS
Fourteen nominees have been proposed by the Committee on Directors and
approved by the Board for election as directors of Citicorp. The affirmative
vote of a plurality of the votes cast at the Annual Meeting by holders of common
stock entitled to vote thereon is required for the election of each nominee as a
director of Citicorp.
The following information with respect to each nominee is set forth below:
name, age, the number of shares of Citicorp common stock beneficially owned by
the nominee as of January 31, 1996, the year in which the nominee became a
director of Citicorp, principal occupation, business experience, the standing
committees of the Board of which the nominee is a member, the names of other
companies of which the nominee is a director and certain other activities of the
nominees. One of the nominees, Mr. Chia, has indicated his intention to retire
from Citicorp and to resign from his seat on the Board in 1996.
<TABLE>
<S> <C>
[PHOTO]
D. WAYNE CALLOWAY
60
3,743 shares
1988
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
PEPSICO, INC.
Joined PepsiCo, Inc. -- 1967
President and Chief Operating Officer, Frito-Lay, Inc. -- 1976
Chairman of the Board and Chief Executive Officer, Frito- Lay, Inc. -- 1978
Director of PepsiCo, Inc. -- 1983
Executive Vice President and Chief Financial Officer, PepsiCo, Inc. -- 1983
President and Chief Operating Officer -- 1985
Chairman and Chief Executive Officer -- 1986
Committees: Audit (Chairman) and Subsidiaries and Capital
Other Directorships: Citibank, N.A., Exxon Corporation and General Electric
Company
Other Activities: The Business Council, The Business Roundtable and Grocery
Manufacturers of America
</TABLE>
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<TABLE>
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[PHOTO]
PEI-YUAN CHIA
57
533,872 shares(1)
1993
VICE CHAIRMAN
CITICORP AND CITIBANK, N.A.
Joined Citibank, N.A. -- 1974
Group Executive, U.S. Card Products Group -- 1985
Group Executive, Consumer Services Group International -- 1987
Sector Executive, Global Consumer -- 1990
Senior Executive Vice President -- 1992
Vice Chairman -- 1994
Committees: Executive (ex-officio)
Other Directorships: Citibank, N.A. and Baxter International, Inc.
(1) Includes 428,883 shares which Mr. Chia has the right to acquire within 60
days pursuant to employee benefit plans.
[PHOTO]
PAUL J. COLLINS
59
849,168 shares(2)
1985
VICE CHAIRMAN
CITICORP AND CITIBANK, N.A.
Joined Citibank, N.A. -- 1961
Head, Investment Bank -- 1982
Senior Corporate Officer for North America/Chief Planning Officer -- 1985
Vice Chairman, Senior Corporate Officer for Europe and the Middle
East -- 1988
Vice Chairman, Finance -- 1991
Vice Chairman, Emerging Markets -- 1996
Committees: Executive (ex-officio) and Subsidiaries and Capital (Chairman)
Other Directorships: Citibank, N.A. and Kimberly-Clark Corporation
(2) Includes 648,189 shares which Mr. Collins has the right to acquire within
60 days pursuant to employee benefit plans.
</TABLE>
2
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<TABLE>
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[PHOTO]
KENNETH T. DERR
59
8,013 shares
1987
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CHEVRON CORPORATION
Joined Chevron Corporation -- 1960
Assistant to the President -- 1969
Vice President -- 1972
President and Chief Executive Officer, Chevron, USA Inc. -- 1979 to 1984
Director, Chevron Corporation -- 1981
Vice Chairman -- 1985 to 1988
Chairman and Chief Executive Officer -- 1989
Committees: Personnel, Subsidiaries and Capital and Citibank, N.A.
Consulting
Other Directorships: AT&T Corp. and Potlatch Corporation
Other Activities: American Petroleum Institute (Director), The Business
Council, The Business Roundtable, The California Business Roundtable and
President's Council on Sustainable Development
[PHOTO]
REUBEN MARK
57
5,000 shares
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
COLGATE-PALMOLIVE COMPANY
Joined Colgate-Palmolive Company -- 1963
President and General Manager (Venezuela and Canada) -- 1970 to 1974
Vice President and General Manager -- 1974 to 1979
Group Vice President -- 1979 to 1981
Executive Vice President -- 1981 to 1983
Director, Colgate-Palmolive Company -- 1983
President (Chief Operating Officer) -- 1983 to 1984
Chief Executive Officer -- 1984 to 1986
Chairman of the Board and Chief Executive Officer -- 1986
Other Directorships: New York Stock Exchange, Inc., Pearson plc, Time
Warner Inc. and Toys 'R' Us, Inc.
</TABLE>
3
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<TABLE>
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[PHOTO]
RICHARD D. PARSONS
47
300 shares
PRESIDENT
TIME WARNER INC.
Assistant and First Assistant Counsel to the Governor, State of New
York -- 1971 to 1974
Deputy Counsel to the Vice President, Office of the Vice President of the
United States -- 1975
General Counsel and Associate Director, Domestic Council, White
House -- 1975 to 1977
Managing Partner, Patterson Belknap, Webb & Tyler -- 1977 to 1988
President and Chief Operating Officer, Dime Savings Bank of New
York -- 1988 to 1990
Chairman and Chief Executive Officer, Dime Savings Bank of New York -- 1991
to 1995
President, Time Warner Inc. -- 1995
Other Directorships: Federal National Mortgage Association, Philip Morris
Companies, Inc. and Time Warner Inc.
[PHOTO]
JOHN S. REED
57
1,591,489 shares(3)
1982
CHAIRMAN
CITICORP AND CITIBANK, N.A.
Joined Citibank, N.A. -- 1965
Head, Individual Bank -- 1975
Vice Chairman -- 1982
Chairman and Chief Executive Officer -- 1984
Committees: Directors (Chairman) and Executive (ex-officio)
Other Directorships: Citibank, N.A., Monsanto Company and Philip Morris
Companies, Inc.
Other Activities: The Business Council and The Business Roundtable
(3) Includes 1,229,000 shares which Mr. Reed has the right to acquire within
60 days pursuant to employee benefit plans.
</TABLE>
4
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<TABLE>
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[PHOTO]
WILLIAM R. RHODES
60
532,369 shares(4)
1991
VICE CHAIRMAN
CITICORP AND CITIBANK, N.A.
Joined Citibank, N.A. -- 1957
Senior Corporate Officer responsible for the Caribbean, Central and South
America and Sub-Sahara Africa -- 1969
Chairman, Citicorp and Citibank, N.A. Restructuring Committee -- 1984
Group Executive -- 1986
Senior Executive, International -- 1990
Vice Chairman -- 1991
Committees: Executive (ex-officio)
Other Directorships: Citibank, N.A. and Private Export Funding Corporation
(PEFCO)
Other Activities: Brown University, Council of the Americas, Council on
Foreign Relations, The Institute for International Finance, New York City
Partnership, New York City Chamber of Commerce, New York Hospital, The
Metropolitan Museum of Art, Northfield Mount Hermon School, Lincoln Center
Consolidated Corporate Fund, Institute for EastWest Studies, Group of 30
and U.S.-Egyptian Presidents' Council
(4) Includes 436,883 shares which Mr. Rhodes has the right to acquire within
60 days pursuant to employee benefit plans.
[PHOTO]
ROZANNE L. RIDGWAY
60
1,858 shares
1990
CO-CHAIR
THE ATLANTIC COUNCIL OF THE UNITED STATES
U.S. Department of State: Ambassador to Finland -- 1977 to 1980;
Counselor -- 1980 to 1981; Special Assistant to Secretary:
Negotiations -- 1981 to 1982; Ambassador to German Democratic
Republic -- 1982 to 1985; Assistant Secretary of State -- 1985 to 1989
President, The Atlantic Council of the United States -- 1989 to 1992
Co-Chair -- 1993
Committees: Audit, Public Issues and Subsidiaries and Capital
Other Directorships: Citibank, N.A., Bell Atlantic Corporation, The Boeing
Company, Emerson Electric Company, Minnesota Mining and Manufacturing
Company, RJR Nabisco, Inc., Sara Lee Corp. and Union Carbide Corporation
Other Activities: The Brookings Institution (Trustee), The CNA Corporation
(Trustee), National Geographic Society (Trustee), The New Perspective Fund
(Member, International Advisory Board) and Baltic-American Enterprise Fund
(Chair)
</TABLE>
5
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<TABLE>
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[PHOTO]
H. ONNO RUDING
56
326,983 shares(5)
1990
VICE CHAIRMAN
CITICORP AND CITIBANK, N.A.
Executive Director of the International Monetary Fund -- 1977 to 1981
Member of the Board of Managing Directors of Amsterdam-Rotterdam
Bank -- 1981 to 1982
Minister of Finance of the Kingdom of the Netherlands -- 1982 to 1989
Chairman of the Netherlands Christian Federation of Employers -- 1990 to
1992
Joined Citibank, N.A. management -- 1992
Vice Chairman -- 1992
Committees: Executive (ex-officio) and Citibank, N.A. Consulting
Other Directorships: Amsterdamsch Trustees Kantoor B.V. (Supervisory
Director), Pechiney (Director), Unilever N.V. and Unilever PLC (Advisory
Director) and Corning Inc. (Director)
(5) Includes 288,670 shares which Mr. Ruding has the right to acquire within
60 days pursuant to employee benefit plans.
[PHOTO]
ROBERT B. SHAPIRO
57
1,141 shares
1994
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MONSANTO COMPANY
Joined G.D. Searle & Co. (subsequently acquired by Monsanto
Company) -- 1979
Vice President and General Counsel, G.D. Searle & Co. -- 1979 to 1982
President, The NutraSweet Group (a division of G.D. Searle & Co.) -- 1982
to 1985
Chairman and Chief Executive Officer, The NutraSweet Company (a subsidiary
of Monsanto Company) -- 1985 to 1990
Director, Monsanto Company -- 1993
Executive Vice President and Advisory Director, Monsanto Company -- 1990 to
1993
President, The Agricultural Group (a division of Monsanto Company) -- 1990
to 1993
President and Chief Operating Officer, Monsanto Company -- 1993 to 1995
Chairman and Chief Executive Officer, Monsanto Company -- 1995
Committees: Audit, Subsidiaries and Capital and Citibank, N.A. Consulting
Other Directorships: Silicon Graphics, Inc.
</TABLE>
6
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[PHOTO]
FRANK A. SHRONTZ
64
9,404 shares
1986
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
THE BOEING COMPANY
Joined The Boeing Company -- 1958
Assistant Secretary of the U.S. Air Force -- 1973 to 1976
Assistant Secretary of Defense -- 1976 to 1977
Rejoined The Boeing Company -- 1977
President and Director -- 1985
Chief Executive Officer -- 1986
Chairman -- 1988
Committees: Directors, Executive, Personnel (Chairman) and Public Issues
Other Directorships: Citibank, N.A., Boise Cascade Corporation and
Minnesota Mining and Manufacturing Company
Other Activities: The Business Council and The Business Roundtable
[PHOTO]
FRANKLIN A. THOMAS
61
14,504 shares
1970
PRESIDENT
THE FORD FOUNDATION
President, Bedford-Stuyvesant Restoration Corporation -- 1967 to 1977
Private practice of law -- 1978 to 1979
President, The Ford Foundation -- 1979
Committees: Directors, Executive, Personnel, Public Issues (Chairman) and
Subsidiaries and Capital
Other Directorships: Citibank, N.A., Alcoa, AT&T Corp., Cummins Engine
Company, Inc. and PepsiCo, Inc.
[PHOTO]
EDGAR S. WOOLARD, JR.
61
27,348 shares
1987
CHAIRMAN
E.I. DU PONT DE NEMOURS & COMPANY
Joined E.I. du Pont de Nemours & Company -- 1957
Executive Vice President and Director -- 1983
Vice Chairman -- 1985
President and Chief Operating Officer -- 1987
Chairman and Chief Executive Officer -- 1989
Chairman -- 1995
Committees: Personnel and Citibank, N.A. Consulting
Other Activities: The Business Council (Chairman)
</TABLE>
7
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SHARE OWNERSHIP OF MANAGEMENT
Shares owned by Messrs. Reed, Chia, Collins, Rhodes and Ruding, including
those acquired through the staff compensation plans of Citicorp and Citibank,
N.A., are described separately in this Proxy Statement.
As of January 31, 1996, the current directors and executive officers of
Citicorp as a group beneficially owned 5,763,243 shares of Citicorp common stock
(including 4,288,476 shares which the directors and executive officers have the
right to acquire within 60 days pursuant to employee benefit plans),
representing approximately 1.24% of Citicorp's outstanding shares. In addition
to the nominees for election as directors at the Annual Meeting, the current
directors include Colby H. Chandler, H.J. Haynes and Roger B. Smith, who are
retiring. As of January 31, 1996, Mr. Chandler owned 17,743 shares of Citicorp
common stock, Mr. Haynes owned 21,743 shares of Citicorp common stock and Mr.
Smith owned 2,743 shares of Citicorp common stock. No single executive officer
or director beneficially owned at that date more than 0.34% of Citicorp's
outstanding stock, and all directors as a group beneficially owned at that date
less than 0.85% of Citicorp's outstanding stock.
Based on its review of the reports furnished to Citicorp for 1995 pursuant
to Section 16 of the Securities Exchange Act of 1934 (the 'Exchange Act'),
Citicorp believes all of the reports required to be filed under Section 16 were
filed on a timely basis. However, due to a processing error, the Form 4
Statements of Changes in Beneficial Ownership for Thomas E. Jones and David S.
Van Pelt for the month of August 1995 failed to reflect a grant of
performance-based employee stock options. The Forms were corrected on October
13, 1995.
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CERTAIN OTHER SHARE OWNERS
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud, P.O.
Box 8653, Riyadh, 11492, Saudi Arabia is the only person known by Citicorp to
own beneficially more than five percent of any class of Citicorp's voting
securities. Prince Alwaleed's Schedule 13D under the Exchange Act as filed with
the Securities and Exchange Commission (the 'SEC'), as amended through February
5, 1996, indicates that, as of January 26,1996, Prince Alwaleed beneficially
owned 41,114,149 shares of Citicorp common stock, which shares represent
approximately 8.8% of Citicorp's outstanding common stock as of January 31,
1996. Prince Alwaleed has sole voting and dispositive power with respect to all
of such shares.
In July 1995, New Plaza Associates, L.L.C., a company owned 50% by Prince
Alwaleed and 50% by an unaffiliated Singapore-based company, acquired a
controlling interest in the partnership (the 'Owner') that owns the Plaza Hotel
in New York City, in which a company owned by Citicorp Real Estate, Inc. and
certain other entities also are partners. In exchange for its partnership
interest, New Plaza Associates agreed to contribute approximately $28 million to
the Owner and to provide approximately $100 million of financing to the Owner,
which was used by the Owner to pay off existing debt owed by the Owner to a
syndicate of banks led by Citibank, N.A. In connection with this transaction,
Citibank, N.A. issued two letters of credit each in the amount of $50,333,333 as
credit support for a loan to the Owner on the closing date from a syndicate of
banks. Reimbursement to Citibank, N.A. of amounts under one letter of credit was
personally guaranteed by Prince Alwaleed. Reimbursement to Citibank, N.A. of
amounts under the other letter of credit was guaranteed by the unaffiliated
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Singapore-based company. In November 1995, the letters of credit were canceled
and replaced with two five-year loans each in the amount of $50,000,000 from
Citicorp North America, Inc. to New Plaza Associates, the proceeds of which were
used to pay down a portion of the refinancing loan. One of the loans was
personally guaranteed by Prince Alwaleed and the other loan was guaranteed by
the unaffiliated Singapore-based company.
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BOARD MEETINGS
There were 10 meetings of the Board during 1995. All directors attended 75%
or more of the total Board and committee meetings held.
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SIZE OF THE BOARD
In February 1996, the Board fixed the number of directors at fourteen.
Directors standing for election will hold office until the next annual meeting
and until the election and qualification of their successors. If any nominee is
unable to serve out his or her term, the Committee on Directors may recommend a
successor to fill the unexpired portion, subject to subsequent appointment by
the Board. One of the nominees, Mr. Chia, has indicated his intention to retire
from Citicorp and to resign from his seat on the Board in 1996.
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BOARD COMMITTEES
Audit Committee. The Audit Committee supervises independent audits of
Citicorp and oversees the establishment of appropriate accounting policies for
Citicorp and Citibank, N.A. Current members are Mr. Calloway (Chairman), Mr.
Chandler, Mr. Haynes, Ambassador Ridgway, Mr. Shapiro and Mr. Smith. The Audit
Committee met four times during 1995.
The Audit Committee's principal functions include reviews of: the audit
plans, scope of audit and audit findings of both the independent auditors and
the corporation's internal corporate audit group; significant tax and legal
matters; reports on credit portfolios and processes; and internal controls.
Further, it is the responsibility of the Committee to recommend to the Board the
annual appointment of the independent auditors, to review the findings of
internal and independent auditors, financial controllers and external regulatory
agencies and to review the accounting policies used in preparing the financial
statements of Citicorp and Citibank, N.A.
Committee on Directors. The Committee on Directors recommends qualified
candidates for membership on the Boards of Directors of Citicorp and Citibank,
N.A. Current members are Mr. Reed (Chairman), Mr. Chandler, Mr. Haynes, Mr.
Shrontz and Mr. Thomas. The Committee on Directors met twice during 1995.
The Committee on Directors actively solicits recommendations for
prospective directors and recommends the approval of a candidate. The nominees
are then presented to the Board, which proposes the slate of directors to be
submitted to the stockholders at the Annual Meeting. In addition, the Committee
is charged with keeping current with and recommending changes in directors'
compensation.
Personnel Committee. The Personnel Committee oversees employee policies
and programs of Citicorp and Citibank, N.A. Current members are Mr. Shrontz
(Chairman), Mr. Derr, Mr. Haynes, Mr. Thomas and Mr. Woolard. The Personnel
Committee met nine times during 1995.
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The Personnel Committee reviews and approves compensation policy and other
personnel-related programs to maintain an environment at Citicorp and Citibank,
N.A. that attracts and retains people of high capability, commitment and
integrity. In addition, the Committee oversees succession planning.
Other Committees. In addition to the committees described above, the Board
also has a Committee on Subsidiaries and Capital, an Executive Committee and a
Public Issues Committee. Their functions and members are described in Citicorp's
1995 Annual Report.
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BOARD COMPENSATION
Directors of Citicorp who are not officers of Citicorp or Citibank, N.A.
received an annual retainer of $40,000 for their services in 1995, of which
$10,000 is deferred under Citicorp's Directors' Deferred Compensation Plan
described below and is payable in Citicorp common stock upon a director's
retirement. In addition, outside directors received a fee of $950 for each
Board, committee or other meeting attended. Those directors who reside abroad
received an additional $3,500 for each Board meeting attended. In lieu of the
committee meeting fees, the Chairmen of the Audit Committee and the Personnel
Committee each received a stipend of $20,000 and the Chairman of the Public
Issues Committee received a stipend of $10,000.
Outside directors of Citicorp who served on the Citibank, N.A. Board of
Directors received an annual retainer of $10,000 for those services in 1995.
Citicorp directors who did not serve on the Citibank, N.A. Board of Directors
served on the Consulting Committee to the Citibank, N.A. Board of Directors; and
of these, the outside directors on the Consulting Committee received an annual
retainer of $10,000 for those services in 1995. In addition, each outside
director and each outside member of the Consulting Committee received a fee of
$950 for each meeting of the Citibank, N.A. Board of Directors attended. Outside
members of the Audit Committee of the Citibank, N.A. Board of Directors received
a fee of $950 for each meeting of that committee attended. In lieu of committee
meeting fees, the Chairman of the Audit Committee of the Citibank, N.A. Board of
Directors received a stipend of $10,000. Those directors who are officers of
Citicorp or Citibank, N.A. received no additional compensation for their
services on the Board or the Citibank, N.A. Board of Directors or any committee
thereof.
Under Citicorp's Directors' Deferred Compensation Plan, outside directors
may elect to defer all or part of their retainers and/or fees. Amounts deferred
are credited to investment accounts whose returns correspond to the funds
established under the Citibank, N.A. Savings Incentive Plan (the 'Savings
Incentive Plan'), a plan available to all regular United States employees of
Citibank, N.A. and certain affiliates (including directors who are also
employees). The amounts credited are expressed in units in those investment
accounts, which have the same value as the corresponding units in a fund under
the Savings Incentive Plan on the date of such crediting and thereafter will
have the value set on the immediately preceding valuation date for the
corresponding fund. Payments of deferred compensation credited to the investment
account mirroring Fund B established under the Savings Incentive Plan will be in
shares of Citicorp common stock. Payments of deferred compensation credited to
investment accounts which mirror funds other than Fund B will be in cash.
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EXECUTIVE OFFICERS
The following information with respect to each executive officer of
Citicorp who is not a nominee for election as a director is set forth below:
name, age and the position held with Citicorp and the date from which such
position has been continuously held.
<TABLE>
<CAPTION>
NAME AGE POSITION AND OFFICE HELD AND DATE FROM WHICH HELD
- ---------------------------------- --- ------------------------------------------------------------------------
<S> <C> <C>
Roberta J. Arena.................. 47 Executive Vice President, Bankcards Europe and North America -- 1994
William I. Campbell............... 51 Executive Vice President, Citibanking Worldwide Consumer Bank -- 1996
Alvaro A.C. de Souza.............. 47 Executive Vice President, Private Bank -- 1996
Thomas E. Jones................... 57 Executive Vice President and a Principal Financial Officer -- 1990
Charles E. Long................... 56 Executive Vice President and Secretary -- 1987
Dionisio R. Martin................ 52 Executive Vice President, Emerging Markets -- 1996
Robert A. McCormack............... 52 Executive Vice President, Global Relationship Banking -- 1995
Victor J. Menezes................. 46 Executive Vice President, Chief Financial Officer -- 1995
Lawrence R. Phillips.............. 56 Senior Human Resources Officer -- 1993
John J. Roche..................... 60 Executive Vice President, Legal Affairs -- 1989
</TABLE>
The group of all executive officers consists of 15 individuals, including
Messrs. Reed, Chia, Collins, Rhodes and Ruding (who are all directors of
Citicorp) and the 10 officers named above. Officers serve at the pleasure of the
Board.
Each executive officer who is not a director of Citicorp has been employed
in such position or in other executive or management positions with Citicorp and
Citibank, N.A. for more than the last five years, except for Messrs. Campbell
and Phillips. Mr. Campbell joined Citicorp in 1996 and from July 1995 to
December 1995 was a consultant to Citicorp. Prior to that time Mr. Campbell had
served in a number of executive positions with Philip Morris Companies, Inc.,
most recently as Chairman of U.S. Operations. Mr. Phillips joined Citicorp in
1993 and, prior to that time, had been director of human resources for the GE
Aerospace division of General Electric Company.
Mr. Ruding has entered into an agreement which provides for his employment
as Vice Chairman of Citicorp and Citibank, N.A. through March 1, 1997. If Mr.
Ruding's employment is terminated other than for cause or he resigns for good
reason, he will receive payments consisting of his salary for the remainder of
the agreement's term, a pro rata bonus, if authorized by the Personnel
Committee, and any deferred bonus awards.
DIRECTOR AND OFFICER TRANSACTIONS
Certain transactions involving loans, deposits and sales of commercial
paper, certificates of deposit and other money market instruments and certain
other banking transactions occurred during 1995 between Citicorp and Citibank,
N.A. on the one hand and certain directors or executive officers of Citicorp and
Citibank, N.A., members of their immediate families or associates of the
directors, the executive officers or their family members on the other. All such
transactions were made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, that prevailed at the time
for comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
11
<PAGE>
<PAGE>
COMPENSATION
The tables on pages 13 through 15 set forth a profile of Citicorp's
executive compensation and show, among other things, salaries and bonuses paid
during the last three years, options granted with respect to 1995 and aggregate
option exercises in 1995 for the Chairman and each of the four other most highly
compensated executive officers (the 'Named Executives'). These tables are
specified by current SEC requirements. There is also included a table,
Management Compensation Profile for 1995, set forth below, which is consistent
with the other tables. It has been previously used by Citicorp and is provided
to insure continuity.
MANAGEMENT COMPENSATION PROFILE FOR 1995
<TABLE>
<CAPTION>
RESTRICTED STOCK GRANTED SINCE STOCK OPTIONS
CITICORP STOCK SALARY AND PROGRAM INCEPTION (1986) SINCE 1986
BENEFICIALLY SAVINGS RESTRICTED -----------------------------------------------------
OWNED AS OF INCENTIVE ANNUAL STOCK STOCK AVG. GRANT
JANUARY 31, PLAN INCENTIVE SHARES OPTIONS 1995 OPTIONS PRICE PER
1996(1) NAME AND POSITION BENEFITS(2) AWARDS(3) GRANTED GRANTED(4) SHARES VALUE(5) DIVIDENDS GRANTED SHARE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362,489 J.S. Reed, $1,378,000 $3,000,000 - 0 - 100,000 235,000 $17,360,625 $ 192,000 1,656,407 $ 31.49
Chairman
104,989 P.Y. Chia, 839,167 750,000 - 0 - 75,000 99,700 7,365,338 58,050 616,513 36.40
Vice Chairman
200,979 P.J. Collins, 839,167 750,000 - 0 - 75,000 107,700 7,956,338 97,200 944,027 31.16
Vice Chairman
95,486 W.R. Rhodes, 830,333 750,000 - 0 - 75,000 55,700 4,114,838 50,400 775,932 32.12
Vice Chairman
38,313 H.O. Ruding, 839,167 750,000 - 0 - 75,000 - 0 - - 0 - - 0 - 620,000 35.21
Vice Chairman
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Does not include shares which individuals have the right to acquire pursuant
to stock option awards or the stock purchase plan.
(2) Total 1995 compensation includes salary and cash compensation earned in
accordance with the Savings Incentive Plan, a portion of which is deferred
and the balance of which is paid in cash. Amounts shown do not include
amounts expended by Citicorp pursuant to plans (including group life, health
and international service) that do not discriminate in scope, terms or
operation in favor of executive officers or directors of Citicorp and that
are generally available to all salaried employees. Amounts shown also do not
include amounts expended by Citicorp which may have a value as a personal
benefit to the named individual. The value of such benefits, however, did
not exceed the lesser of either $50,000 or 10% of the total annual salary
and bonus reported for any individual named.
(3) Incentive awards were made in January 1996 based on 1995 performance.
Seventy-five percent of each award was paid in cash and, as described in the
Personnel Committee Report on Executive Compensation below, 25% of each
award was deferred into share units whose return is equivalent to the return
on shares of Citicorp common stock for a period of five years from the date
the award was granted, at which time the deferred award is payable in cash.
To the extent dividends are declared on Citicorp's common stock, dividend
equivalents will be credited on the share units in the form of additional
units, which will automatically be reinvested.
(4) Options granted in August 1995 to Messrs. Chia, Collins, Rhodes and Ruding
and in September 1995 to Mr. Reed under the 1988 Stock Incentive Plan have
an exercise price of $64.875 per share and $70.125 per share, respectively,
a term of five years and vest with respect to 50% of such options when the
market price of Citicorp common stock reaches $100 per share and remains at
or above that level for 20 trading days in a consecutive 30-trading-day
period; the balance of the options will vest when the stock price reaches
$115 per share and remains at or above that level for 20 trading days in a
consecutive 30-trading-day period.
(5) Total shares of restricted stock granted multiplied by the closing price on
the New York Stock Exchange composite tape on January 31, 1996 ($73.875).
12
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
OTHER AWARDS
ANNUAL RESTRICTED SHARES ALL OTHER
NAME AND COMPENSA- STOCK UNDERLYING COMPENSA-
PRINCIPAL POSITION YEAR SALARY BONUS(1) TION (2) AWARDS(3) OPTIONS(4) TION(5)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J.S. Reed, 1995 $1,300,000 $3,000,000 - 0 - $ - 0 - 100,000 $78,000
Chairman (Chief 1994 1,275,000 3,000,000 - 0 - - 0 - 250,000 76,500
Executive Officer) 1993 1,150,000 3,000,000 - 0 - 2,062,500 450,000 69,000
P.Y. Chia, 1995 791,667 750,000 - 0 - - 0 - 75,000 47,500
Vice Chairman 1994 750,000 665,000 - 0 - - 0 - 100,000 45,000
1993 750,000 612,500 - 0 - - 0 - 250,000 45,000
P.J. Collins, 1995 791,667 750,000 - 0 - - 0 - 75,000 47,500
Vice Chairman 1994 750,000 475,000 - 0 - - 0 - 100,000 45,000
1993 750,000 437,500 - 0 - - 0 - 300,000 45,000
W.R. Rhodes, 1995 783,333 750,000 - 0 - - 0 - 75,000 47,000
Vice Chairman 1994 700,000 950,000 - 0 - - 0 - 100,000 42,000
1993 700,000 875,000 - 0 - - 0 - 270,000 42,000
H.O. Ruding, 1995 791,667 750,000 - 0 - - 0 - 75,000 47,500
Vice Chairman 1994 750,000 665,000 - 0 - - 0 - 100,000 45,000
1993 750,000 612,500 - 0 - - 0 - 250,000 37,500
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For 1995, 75% of the annual incentive award to each Named Executive was paid
in cash and, as described in the Personnel Committee Report on Executive
Compensation below, 25% of such award was deferred into share units whose
return is equivalent to the return on shares of Citicorp common stock for a
period of five years from the date the award was granted, at which time the
deferred award is payable in cash. To the extent dividends are declared on
Citicorp's common stock, dividend equivalents will be credited on the share
units in the form of additional units, which will automatically be
reinvested.
(2) Amounts shown do not include amounts expended by Citicorp pursuant to plans
(including group life, health and international service) that do not
discriminate in scope, terms or operation in favor of executive officers or
directors of Citicorp and that are generally available to all salaried
employees. Amounts shown also do not include amounts expended by Citicorp
which may have a value as a personal benefit to the named individual. The
value of such benefits, however, did not exceed the lesser of either $50,000
or 10% of the total annual salary and bonus reported for any individual
named.
(3) The value for each restricted stock grant reflected in this column is
determined by multiplying the total shares awarded by the closing price on
the New York Stock Exchange composite tape on the grant date. The number of
shares and value of aggregate restricted stock holdings of each of the Named
Executives on December 31, 1995 were 140,000 and $9,415,000 (Mr. Reed),
39,000 and $2,622,750 (Mr. Chia), 74,000 and $4,976,500 (Mr. Collins), and
35,000 and $2,353,750 (Mr. Rhodes). For purposes of the year-end
calculation, the value of the restricted stock is determined by multiplying
the total shares held by the closing price on the New York Stock Exchange
composite tape on December 29, 1995 ($67.25). In January 1994, Mr. Reed
received an award of 50,000 shares of restricted stock based on 1993
performance and as a long-term incentive; such shares will vest on the fifth
anniversary of the grant date. To the extent dividends are declared on
Citicorp's common stock, dividends will be paid on the restricted stock
holdings.
(4) Each of the Named Executives, except Mr. Reed, received a grant of options
covering 75,000 shares in August 1995. Mr. Reed received a grant of options
covering 100,000 shares in September 1995. Options for 1994 were granted in
January 1995. Each of the Named Executives received a grant of options
covering 150,000 shares in July 1993. The remaining options for 1993 were
granted to the Named Executives in January 1994.
(5) Cash compensation earned in accordance with the Savings Incentive Plan.
Amounts in excess of contribution limits established by the Internal Revenue
Code are paid in cash to the Named Executive.
13
<PAGE>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
INDIVIDUAL STOCK APPRECIATION FOR OPTION
GRANTS TERM(2)
----------------------------------------------------------------------------------------------------------------------------
PERCENT
NUMBER OF OF TOTAL
SHARES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE
NAME GRANTED(1) FISCAL YEAR (PER SHARE) EXPIRATION DATE 5% 10%
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.S. Reed 100,000 1.63% $70.125 September 19, 2000 $ - 0 - $ 2,140,601
P.Y. Chia 75,000 1.22 64.875 August 18, 2000 - 0 - 1,485,256
P.J. Collins 75,000 1.22 64.875 August 18, 2000 - 0 - 1,485,256
W.R. Rhodes 75,000 1.22 64.875 August 18, 2000 - 0 - 1,485,256
H.O. Ruding 75,000 1.22 64.875 August 18, 2000 - 0 - 1,485,256
All
Stockholders(3) N/A N/A N/A N/A 7,939,002,994 17,543,120,410
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options granted in August 1995 to Messrs. Chia, Collins, Rhodes and Ruding
and in September 1995 to Mr. Reed have a term of five years and vest with
respect to 50% of such options when the market price of Citicorp common
stock reaches $100 per share and remains at or above that level for 20
trading days in a consecutive 30-trading-day period; the balance of the
options will vest when the stock price reaches $115 per share and remains at
or above that level for 20 trading days in a consecutive 30-trading-day
period. Options granted in January 1995 based on corporate and individual
performance in 1994 are not reflected in this table; those option grants
were described in Citicorp's 1995 Proxy Statement.
(2) Amounts for the Named Executives shown in these columns have been derived by
multiplying the exercise price by the annual appreciation rate shown
(compounded for the term of the options), multiplying the result by the
number of shares covered by the options, and subtracting the aggregate
exercise price of the options. The terms of such options are described
above. The dollar amounts set forth under this heading are the result of
calculations at the 5% and 10% rates set by the SEC and therefore are not
intended to forecast possible future appreciation, if any, of the stock
price of Citicorp. At the assumed 5% annual rate of stock appreciation the
options granted in 1995 to the Named Executives will not vest. At the
assumed 10% annual rate of stock appreciation 50% of the options granted in
1995 to the Named Executives will vest.
(3) The potential realizable gain to all stockholders (based on 427,289,060
shares outstanding as of December 31, 1995, with a market price per share of
$67.25) at 5% and 10% assumed annual rates over a term of five years,
commencing on January 1, 1996, is provided as a comparison to the potential
gain realizable by the Named Executives at the same assumed annual rates of
stock appreciation.
14
<PAGE>
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED AT FISCAL YEAR-END(3) FISCAL YEAR-END(3)
ON VALUE ---------------------------------------------------------------
NAME EXERCISE(1) REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.S. Reed 128,000 $3,760,320 929,000 650,000 $37,895,625 $18,425,000
P.Y. Chia 22,000 729,399 377,000 225,000 14,315,000 4,103,125
P.J. Collins 99,000 3,544,785 502,500 337,500 20,801,250 9,403,125
W.R. Rhodes 31,700 831,088 419,468 322,500 16,700,035 9,005,625
H.O. Ruding 44,166 1,065,509 339,240 225,000 12,998,871 4,103,125
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes all exercises during calendar year 1995.
(2) The value realized equals the market value of the common stock acquired on
the date of exercise minus the exercise price.
(3) Options were granted in tandem prior to 1988; such options are exercisable
for either book value or market value shares (but only one of those
alternatives), at the choice of the optionee. The number of shares reflected
in the table is the market or book value (using whichever value would
produce the greatest number of shares) of common stock on December 31, 1995.
The value of those options reflected in the table is the market or book
value (using whichever value would produce the greater profit) of common
stock on December 31, 1995 minus the related market or book value exercise
price. The market value of common stock on the New York Stock Exchange
composite tape as of December 31, 1995 was $67.25 per share and the book
value of common stock on such date was $38.64 per share. All options
exercised and granted in 1995 were market value options.
Citicorp also provides compensation in the form of a benefit under the
Retirement Plan. The following table sets forth the estimated annual retirement
benefits as of December 31, 1995, as provided by the Retirement Plan and
supplemental non-qualified pension plans, payable upon retirement to employees
in specified remuneration and years-of-service classifications. Amounts include
estimated Social Security benefits which would be deducted in calculating
benefits payable under the Retirement Plan. The estimated amounts are based on
the assumption that payments under the Retirement Plan will commence upon
retirement at age 65.
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
YEARS OF SERVICE
---------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 200,000..................... $ 60,000 $ 80,000 $ 100,000 $ 120,000 $ 127,500
500,000..................... 150,000 200,000 250,000 300,000 318,750
1,000,000..................... 300,000 400,000 500,000 600,000 637,500
2,000,000..................... 600,000 800,000 1,000,000 1,200,000 1,275,000
3,000,000..................... 900,000 1,200,000 1,500,000 1,800,000 1,912,500
6,000,000..................... 1,800,000 2,400,000 3,000,000 3,600,000 3,825,000
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) This table reflects a straight-life annuity benefit.
The years of credited service under the Retirement Plan as of December 31,
1995 for Messrs. Reed, Chia, Collins, Rhodes and Ruding were approximately 30,
22, 34, 35 and 14, respectively. Covered compensation under the Retirement Plan
and supplemental non-qualified pension plans is the participant's base salary
plus awards granted under the Executive Incentive Compensation Plan, and, for
years beginning with 1991, any bonus paid
15
<PAGE>
<PAGE>
under any annual performance program. With respect to the individuals named in
the Summary Compensation Table, covered compensation does not differ
substantially (by more than 10%) from the compensation set forth under the
headings 'Salary' and 'Bonus' therein. The benefit payable at retirement is
based on a specified percentage of the average of covered compensation for the
five highest-paid years of the last ten years of employment. Messrs. Reed,
Collins, Rhodes and Ruding will be credited with approximately 35, 35, 35 and 22
years of service, respectively, upon normal retirement at age 65. Mr. Ruding was
credited with ten years of service at the beginning of his employment. Mr. Chia
has indicated his intention to retire in 1996 and will be credited with 25 years
of service.
- --------------------------------------------------------------------------------
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Personnel Committee of the Board of Directors reviews and approves
compensation levels for Citicorp's executive officers and oversees and
administers the corporation's executive compensation programs. The Personnel
Committee recommends, and the Board of Directors determines based on such
recommendations, compensation for the Chairman. Compensation levels for the
other executive officers of Citicorp are determined by the Personnel Committee
based on the recommendations of the Chairman. All members of the Personnel
Committee are outside directors who are not eligible to participate in any of
the compensation programs that the Committee oversees.
Citicorp's executive compensation plans are designed to attract, retain,
motivate and appropriately reward individuals who are responsible for Citicorp's
short- and long-term profitability, growth and return to shareholders.
Compensation for Citicorp executive officers consists of:
salary;
an annual incentive award; and
long-term incentive awards, typically in the form of stock options or
restricted stock.
Executive officers also participate in a retirement plan, a savings incentive
plan, a stock purchase plan, a medical plan and other benefit plans available to
employees generally.
Target pay levels for each executive are set every three years and reviewed
annually. These targets are based on the level of responsibility, scope and
complexity of the executive's position relative to other senior management
positions internally and at competitive frame companies. With respect to the top
five named executive officers, target pay levels are established in accordance
with the plan described in the next paragraph. The external comparison is based
on the results of an annual report prepared by an independent compensation
consulting firm. This report (which gathered information on 1994 compensation)
surveys the compensation levels of executive officers at a group of nineteen
companies comprised of a set of competing banks and financial service companies
and, in order to provide broader perspective, a number of market-dominant global
enterprises. The nineteen companies, all of which were included in last year's
Board of Directors' Index (which is described in the next section of this Proxy
Statement), are considered by the Personnel Committee to be similar to Citicorp
in complexity and, therefore, constitute a relevant competitive frame for
purposes of compensation decisions. Total compensation (including salary, annual
incentive awards and long-term incentive awards) is targeted at the 75th
16
<PAGE>
<PAGE>
percentile of this competitive frame when Citicorp has strong performance, as
measured against its plan, historical results and the performance of peer
companies. However, in line with the corporation's pay for performance
orientation, total compensation levels may exceed the 75th percentile when
results are exceptionally strong or fall below the targeted level if performance
is below plan or peer companies.
Annual incentive awards to the Chairman and the next four most highly paid
executives referred to as 'covered employees' under Section 162(m) of the
Internal Revenue Code (the 'Code') were granted under the Citicorp 1994 Annual
Incentive Plan ('AIP') which was approved by stockholders at the 1994 Annual
Meeting and became effective January 1, 1994. Consistent with Code requirements,
to preserve Citicorp's deductibility of these awards, the AIP specifies that the
maximum amount payable for any year to the top five named executive officers
will be limited to 0.5% of Citicorp's annual net income (before extraordinary
items and the cumulative effect of accounting changes), plus the amount (not to
exceed $3,000,000) that was available to pay awards under the AIP for prior
years but was not so paid. Further, under the AIP the Personnel Committee is
required to set annually the maximum awards payable to each named executive. The
maximums are expressed as a percentage of the total amount available in a given
year, with the AIP specifying that the maximum any participating executive may
receive is 35% of the fund. For 1995, maximum awards were set at 35% and 16% of
the fund for the Chairman and the next four participating executives, Messrs.
Chia, Collins, Rhodes and Ruding, respectively. As the Code only allows the
Personnel Committee the discretion to reduce the awards granted under this plan
from these maximum targets, the targets are set well above the 75th percentile
to ensure that, consistent with the corporation's compensation philosophy, when
performance warrants the Personnel Committee has the ability to appropriately
reward participating executives.
Salary and annual incentive awards reward executives for their current
performance and contributions. Stock options and restricted stock grants are
provided to reward senior management for taking actions which will contribute to
the corporation's long-term growth and success, and to link their interests to
those of Citicorp's stockholders. To further focus senior executives on the
importance of balancing short- and long-term performance, effective with the
payment of 1995 annual incentive awards, 25% of each senior executive's annual
incentive award is deferred into share units whose return is equivalent to the
return on shares of Citicorp common stock for a period of five years from the
date the award is granted, at which time the deferred award is payable in cash.
Dividend equivalents are credited on these units during the deferral period in
the form of additional units, which are automatically reinvested.
The determination of salary increases, annual incentive awards and
long-term incentive awards is reviewed annually based on the performance of
Citicorp (and, in the case of executives responsible for a particular business,
that business' results). Also factored into these decisions is each executive's
individual performance and contribution to Citicorp's future positioning.
Although the components of compensation (salary, annual incentive awards and
long-term incentive awards) are reviewed separately, compensation decisions are
made based on a review of the total compensation level awarded relative to the
targeted compensation structure established by the Personnel Committee. For
purposes of evaluating total compensation and establishing long-term incentive
grant levels, option grants are valued at one-third of the fair market value of
the stock as of the grant date, although the
17
<PAGE>
<PAGE>
Personnel Committee believes that there is no truly satisfactory method for
determining the value of option grants. Previous grants of stock options and
restricted stock are reviewed but are not considered the most important factor
in determining the size of any executive's stock option or restricted stock
award in a particular year.
For each year since 1973, the Chairman and senior management have provided
the Personnel Committee and the Board of Directors a written Corporate
Performance Summary detailing in a textured and comprehensive way the annual
results of Citicorp and each of its principal businesses. The report starts with
an overview; outlines 1995 financial results (revenue, expense, margin, credit,
taxes) versus plan and previous years; addresses capital, reserves and funding;
reviews the portfolio; discusses management, organizational, and control and
compliance issues; and compares Citicorp's results (from the perspectives of
shareholder return, market value to book value and return on equity) with peer
financial and select global enterprises on a one-year and five-year basis. The
companies against which results are compared are substantially the same as the
competitive frame companies used by the Personnel Committee to determine market
compensation levels.
In determining the level of annual incentive awards to be paid to senior
executives for 1995 results, the Personnel Committee reviewed the Corporate
Performance Summary and evaluated 1995 performance versus plan, the previous
year and in the context of Citicorp's 1991-95 turnaround effort. The 1995 goals
of this effort, which were stated in past Proxy Statements and Annual Reports,
include achievement of a 16% to 18% return on total equity, a market value/book
value ratio of 2:1 for Citicorp common stock, satisfactory asset quality and an
effective control environment. The Committee also reviewed 1995 results in the
context of the 1995-2005 Business Directions Statement which was introduced
during the year and calls for the strategic repositioning of the corporation to
a global growth and performance company. This transformation will be
accomplished by focusing on the 'basics' and running the business for
performance, with specific focus on the following five dimensions: financial and
customer/franchise performance, and strategic cost, risk and people management.
Based on an evaluation of the above, it was the Personnel Committee's view
that Citicorp's 1995 results, as reflected in the Corporate Performance Summary,
represented superior absolute and relative performance. The Committee noted the
following factors in support of its conclusion:
Record net income of $3.5 billion;
Continued strong growth in pretax earnings (up 21% to $5.6 billion);
Sustained balance sheet improvement, with increases in both total capital
($27.7 billion) and Tier 1 capital ($18.9 billion, 8.4%), and significant
progress toward achievement of the targeted improvement in debt rating;
Return on total equity of 18.3%, in line with the long-term goal;
Continued superior return to Citicorp common stockholders (price of
Citicorp common stock appreciated 63% during 1995), particularly relative
to the financial industry and the S&P 500 Index; and
Continued better than plan performance within the context of both the
1991-95 turnaround plan and the new Business Directions Statement,
solidly positioning the
18
<PAGE>
<PAGE>
corporation among the top few of the industry in terms of earnings,
returns and market-to-book value.
Based on overall 1995 corporate performance, the Committee determined that
annual incentive awards should be at a level which, when combined with salary,
would position executive officers' direct compensation (base salary and annual
incentive award) above the 75th percentile of the competitive frame. Awards to
the top five named executives were below the maximum awards available to each
under the AIP.
In August 1995, the Personnel Committee approved a special stock option
program designed to focus the effort and energy of a broader leadership group on
the achievement of the objectives set forth in the 1995-2005 Business Directions
Statement. The intent of this special program was to signal the corporation's
management team that while it had performed exceptionally well relative to the
1991-95 turnaround goals, much remained to be done in order to move Citicorp to
the next stage of performance by transforming the corporation into a global
growth company. In view of the challenges represented by this goal, a broader
group of officers in key leadership roles across the corporation was identified
to participate in this special option program. While participation in this
special grant was broadened, the decision was made to restrict the number of
shares available for these special grants. As a result, on average the grant
levels were generally lower than the past special option grants awarded to
executives. Grants to executive officers were in lieu of their regular option
grants in January 1996. In determining the size of each participating
executive's grant, the Committee assessed corporate and individual performance
according to the same standards used to determine their annual incentive awards,
with grant levels varying accordingly. Options granted under this special
program will expire five years from the date of grant, and will vest depending
on the corporation's stock price performance. Fifty percent of the options will
vest when the stock price reaches $100 per share with the remaining 50% vesting
when the stock price reaches $115 per share. The stock price must remain at or
above those levels for 20 trading days in a consecutive 30-trading-day period
for the options to vest. Grants under this special program were made between
August 1995 and January 1996. The exercise price for each option granted was
equal to the average of the high and low trading price of Citicorp common stock
on the New York Stock Exchange for the date of grant. In addition to these
option grants, certain select executive officers (but no named executive
officers) received special restricted stock grants in January 1996 in
recognition of their individual contributions and potential future impact on the
corporation's attainment of its long-term goals.
Based on its assessment of the Chairman's performance, continued leadership
in overseeing Citicorp's return to sustained levels of strong performance, and a
review of the competitive frame market data, the Personnel Committee awarded Mr.
Reed a 1995 annual incentive award of $3,000,000 consistent with the level of
his awards since 1993. Seventy-five percent of this award was paid in cash and
25% was paid in share units, as discussed above. As discussed earlier in this
report, under the AIP the maximum annual incentive award payable to the Chairman
for 1995 was set at 35% of the fund generated by the plan's formula. Based on
Citicorp's 1995 results, this equated to a maximum award of $6.1 million. In
September 1995, Mr. Reed was awarded five-year options covering 100,000 shares;
the terms and conditions of this grant being consistent with the grants to all
other executive officers discussed above.
19
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<PAGE>
In accordance with changes made in 1993 to the Code relating to the
disallowance of deduction for remuneration in excess of $1,000,000 to certain
executive officers, through adoption of the AIP (discussed earlier in this
report) the corporation has secured the continued deductibility of annual
incentive awards paid to these named executive officers, which includes Mr.
Reed. Under the Code, any compensation expense relating to options granted under
the corporation's stock option plans is also deductible. Amounts paid as salary
to Mr. Reed in excess of the $1,000,000 cap, however, will not be deductible.
By the Personnel Committee
Frank A. Shrontz, Chairman Franklin A. Thomas
Kenneth T. Derr Edgar S. Woolard, Jr.
H.J. Haynes
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG CITICORP,
THE S&P 500, THE BOARD OF DIRECTORS' INDEX
AND THE KEEFE, BRUYETTE & WOODS 50 BANK INDEX
[GRAPH OF DATA DESCRIBED BELOW APPEARS HERE]
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Citicorp $100 $ 87 $186 $308 $349 $580
S&P 500 100 130 140 154 156 215
BoD Index 100 126 131 144 145 213
KBW 50 100 158 202 213 202 323
(1) The Board of Directors' Index consists of the following 19 market-dominant
global enterprises and financial services companies similar to Citicorp in
complexity: General Motors Corporation, Exxon Corporation, International
Business Machines Corporation, General Electric Company, Philip Morris
Companies, Inc., Procter & Gamble Company, Eastman Kodak Company, PepsiCo,
Inc., Johnson & Johnson, Chemical Banking Corporation, BankAmerica
Corporation, J. P. Morgan & Co. Incorporated, Bankers Trust New York
Corporation, Banc One Corp., Dean Witter Discover & Co., NationsBank Corp.,
Travelers Inc., American Express Company and Merrill Lynch & Co. Inc.
(2) The Keefe, Bruyette & Woods 50 Bank Index is designed to measure the stock
price performance of the nation's largest banks.
20
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II. STOCKHOLDER APPROVAL OF SELECTION OF INDEPENDENT AUDITORS
The Board believes it appropriate to submit for action by the stockholders
its selection of KPMG Peat Marwick LLP ('KPMG'), certified public accountants,
as auditors of Citicorp for the year 1996. The appointment of this firm was
recommended to the Board by its Audit Committee, composed of directors who are
not officers or employees of Citicorp or Citibank, N.A., who reviewed the
professional competence of the firm and its audit program. As independent
auditors of Citicorp in 1996, KPMG would also audit Citibank, N.A. KPMG has
served as the independent auditor for Citibank, N.A. since 1964 and for Citicorp
since it commenced operations in 1968. For reasons of effectiveness and economy,
it has been Citicorp's practice to require the KPMG partner in charge of
Citicorp's assignment to be rotated from time to time, rather than changing
accounting firms at intervals.
The firm provides various audit services to Citicorp and its subsidiaries
on a worldwide basis. Fees for such audit services during 1995 amounted to
approximately $19,200,000.
Representatives of KPMG are expected to be present at the Annual Meeting
with the opportunity to make a statement and to be available to respond to
questions regarding these or any other appropriate matters.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the stockholders entitled to vote thereon.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
Management has determined that each of the following stockholder proposals
should be opposed. Adoption of each stockholder proposal requires the
affirmative vote of a majority of the votes cast at the meeting by the
stockholders entitled to vote thereon.
- --------------------------------------------------------------------------------
III. STOCKHOLDER PROPOSAL
John J. Gilbert, 29 East 64th Street, New York, NY 10021, who holds 200
shares of common stock, and Margaret R. and/or John J. Gilbert, co-trustees U/W
of Lewis D. Gilbert, who hold 200 shares, and both representing an additional
family interest of 400 shares, have advised Citicorp that it is their intention
to present the following resolution for consideration and action by stockholders
at the 1996 Annual Meeting:
RESOLVED, that the stockholders of Citicorp, assembled in annual meeting in
person and by proxy, hereby request the Board of Directors to take steps
necessary to provide for cumulative voting in the election of directors, which
means each stockholder shall be entitled to as many votes as shall equal the
number of shares he or she owns multiplied by the number of directors to be
elected, and he or she may cast all of such votes for a single candidate, or any
two or more of them as he or she may see fit.
REASONS: Continued very strong support along the lines we suggest were
shown at the last annual meeting when 30.28%, 5,413 owners of 84,062,738 shares,
were cast in favor of this proposal. The vote against included 4,461 unmarked
proxies.
21
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A California law provides that all state pension holdings and state college
funds, invested in shares must be voted in favor of cumulative voting proposals,
showing increasing recognition of the importance of this democratic means of
electing directors.
The National Bank Act provides for cumulative voting. In many cases
companies get around it by forming holding companies without cumulative voting.
Banking authorities have the right to question the capability of directors to be
on banking boards. In many cases authorities come in after and say the director
or directors were not qualified. We were delighted to see that the SEC has
finally taken action to prevent bad directors from being on the boards of public
companies. The SEC should have hearings to prevent such persons becoming
directors before they harm investors.
We think cumulative voting is the answer to find new directors for various
committees. Some recommendations have been made to carry out the CERES 10
points. The 11th should be, in our opinion, having cumulative voting and ending
staggered boards.
When Alaska became a state it took away cumulative voting over our
objections. The Valdez oil spill might have been prevented if environmental
directors were elected through cumulative voting. The huge derivative losses
might have also been prevented with cumulative voting.
Many successful corporations have cumulative voting. Example, Pennzoil
defeated Texaco in that famous case. Ingersoll-Rand also having cumulative
voting won two awards. FORTUNE magazine ranked it second in its industry as
'America's Most Admired Corporations' and the WALL STREET TRANSCRIPT noted 'on
almost any criteria used to evaluate management, Ingersoll-Rand excels.' In 1994
and 1995 they raised their dividend.
Lockheed-Martin, as well as VWR Corporation now have a provision that if
anyone has 40% of the shares cumulative voting applies, it applies at the latter
company.
In 1995 American Premier adopted cumulative voting. Allegheny Power System
tried to take away cumulative voting, as well as put in a stagger system, and
stockholders defeated it, showing stockholders are interested in their rights.
If you agree, please mark your proxy FOR; if disagreeing, mark AGAINST.
NOTE: PROXIES NOT MARKED WILL BE VOTED AGAINST THIS RESOLUTION.
MANAGEMENT'S COMMENT
Beginning with the 1974 Annual Meeting, this proposal has been rejected
fourteen times by Citicorp's stockholders.
Under Citicorp's present method of democratic elections, our directors
exercise free judgment and their loyalty to all stockholders is clear.
Cumulative voting, however, would enable a small faction of stockholders to band
together and pool their voting power in order to elect one or more candidates
who will advocate the faction's special viewpoints, even if those viewpoints
diverge from the interests of all other stockholders. Consequently, directors
elected as a result of cumulative voting, beholden to those who elected them,
could inject an adversarial element to the Board's deliberative process. Indeed,
partisan advocacy, rather than constructive, objective analysis, could prevail
in our boardroom, hampering the Board's ability to make sound and timely
decisions beneficial to all stockholders.
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Citicorp firmly believes that the selection of directors should be
predicated on their ability and willingness to serve all the stockholders of
Citicorp. In our opinion, therefore, a vote against cumulative voting is in the
best interests of Citicorp and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
- --------------------------------------------------------------------------------
IV. STOCKHOLDER PROPOSAL
Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Ave. N.W., Suite
215, Washington, DC 20037, who is the owner of 200 shares of Citicorp common
stock, has advised Citicorp that it is her intention to present the following
resolution for consideration and action by stockholders at the 1996 Annual
Meeting:
RESOLVED, that the stockholders of Citicorp recommend that the Board of
Directors take the necessary steps to appoint a President and Chief Operating
Officer.
REASONS: We do have a Chairman and CEO and several Vice-Chairmen.
A Company of the size and stature of Citicorp ought to have a defined
Number Two man as well as a number one man. We do have a Chairman and CEO but
now is the time for the Board to appoint number two. Waiting any longer is in
our opinion not in the best interest of the Corporation and its stockholders.
Uncertainty about succession should be cleared up now.
If you AGREE, please mark your proxy FOR this proposal.
MANAGEMENT'S COMMENT
Citicorp believes that the concerns expressed in this proposal are
unfounded at this time. The Board does review succession planning regularly.
Citicorp's current senior management structure, comprising the Chairman, Vice
Chairmen, and Executive Vice Presidents, serves the dual purpose of maximizing
oversight and flexibility among Citicorp's principal businesses and affords the
Board of Directors ample opportunities to evaluate potential successors based on
their performance in senior level positions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
- --------------------------------------------------------------------------------
V. STOCKHOLDER PROPOSAL
Edward S. George, 89 Corning Hill, Glenmont, New York, 12077, who is the
owner of 2,000 shares of Citicorp common stock, has advised Citicorp that it is
his intention to present the following resolution for consideration and action
by stockholders at the 1996 Annual Meeting:
WHEREAS the dividend is the first casualty in any economic downturn and the
stockholder is the first casualty and the last to benefit from an upturn, be it
RESOLVED, that when a dividend is cut, it is recommended that no salaries
of executives will be increased or stock options allowed until the dividend is
restored to the original amount before the cut.
The bullet must be large enough to enable the executives as well as the
stockholders to get their teeth on it.
23
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MANAGEMENT'S COMMENT
The strength of Citicorp resides in its ability to attract and retain
highly competent and committed employees. A critical element in the process of
attracting and retaining high caliber executive officers is the provision of
salary increases and incentive compensation in the form of stock options, when
merited. By linking salary increases and grants of stock options to possible
dividend reductions, this proposal, if adopted, could hinder Citicorp's ability
to employ high caliber executives, thereby impeding our ability to compete
successfully in the global marketplace.
The proposal lacks merit in two additional respects. First, it would
impose, for no compelling reason, a rigid rule barring grants of stock options.
Such grants serve as an effective management tool for increasing productivity
and efficiency by further aligning the interests of executive officers with
stockholders. Second, since dividend decisions are based on factors which differ
from compensation decisions, linking the two defies logic. Dividend decisions
focus on the anticipated capital needs of the company, while providing an
efficient means for enhancing shareholder value. Compensation decisions,
however, derive from market forces and competitive conditions in our business.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
- --------------------------------------------------------------------------------
OTHER MATTERS
The cost of solicitation of proxies will be borne by Citicorp. Proxies may
be solicited by mail, personal interview, telephone or telegraph. Directors,
officers and regular employees of Citicorp may solicit proxies by such methods
without additional compensation. Banks, brokerage houses and other institutions,
nominees and fiduciaries will be requested to forward the soliciting material to
their principals and to obtain authorizations for the execution of proxy cards
and will, upon request, be reimbursed for reasonable expenses incurred.
Employees of Georgeson & Co. Inc. will also solicit proxies at a fee of
approximately $17,000 plus out-of-pocket expenses.
As of the date of this Proxy Statement, Citicorp does not intend to present
and has not been informed that any other person intends to present any business
not specified in this Proxy Statement for action at the meeting. If any other
matters come before the meeting, proxies will be voted on such matters in
accordance with the judgment of the person or persons authorized to vote the
proxies.
Only holders of common stock of record at the close of business (5:00 P.M.,
New York City time) on February 16, 1996, will be entitled to notice of and to
vote at the meeting. Stockholders are urged to sign the enclosed proxy card,
solicited on behalf of Citicorp's Board of Directors, and to return it promptly
in the enclosed envelope. Proxies will be voted in accordance with stockholders'
directions. Signing the proxy card does not affect a stockholder's right to vote
in person at the meeting, and the proxy may be revoked prior to its exercise by
appropriate notice to the undersigned. If no directions are given, proxies will
be voted (i) for the election of directors, (ii) for the approval of the
selection of independent auditors and (iii) against the stockholders' proposals.
On any of these matters, abstentions and broker non-votes are not considered
votes cast.
Copies of Citicorp's Annual Report and Form 10-K for the year ended
December 31, 1995 may be obtained without charge by writing to Corporate Affairs
Distribution, Citicorp,
24
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850 Third Avenue, 13th Floor, New York, NY 10043, Attention: Jeffrey Barnard, or
by telephone request to (212) 559-0233.
Stockholders may receive a report on all proposals at the 1996 Annual
Meeting without charge by writing to the Office of the Assistant Secretary,
Citicorp, 399 Park Avenue, New York, NY 10043.
- --------------------------------------------------------------------------------
SUBMISSION OF STOCKHOLDER PROPOSALS FOR INCLUSION IN CITICORP'S 1997 PROXY
STATEMENT
In accordance with Rule 14a-8 of the SEC under the Exchange Act, Citicorp
will accept proposals of stockholders for possible inclusion in Citicorp's 1997
Proxy Statement through the close of business on November 5, 1996.
By order of the Board of Directors,
/s/ CHARLES E. LONG
CHARLES E. LONG
Executive Vice President and Secretary
25
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[Logo]
Printed on recycled paper.
<PAGE>
<PAGE>
APPENDIX
PROXY CARD
1996 PROXY CITICORP [LOGO]
- --------------------------------------------------------------------------------
PROPOSALS OF THE BOARD OF DIRECTORS
THE DIRECTORS RECOMMEND A VOTE FOR
I. Election of Directors*
FOR WITHHOLD** ABSTAIN
[ ] [ ] [ ]
II. Independent Auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
STOCKHOLDER PROPOSALS
THE DIRECTORS RECOMMEND A VOTE AGAINST
III. Cumulative Voting
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
IV. Appoint a President and Chief Operating Officer
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
V. Salary increases and stock option grants shall not
be provided to executive officers if dividend is cut,
until it is restored to amount prior to cut
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
* TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL SEE
INSTRUCTIONS ON THE REVERSE SIDE OF THIS CARD.
**TO WITHHOLD AUTHORITY FOR ALL NOMINEES.
[ ]CHECK BOX TO ELIMINATE SENDING FUTURE ANNUAL REPORTS FOR
THIS ACCOUNT. SECURITIES AND EXCHANGE COMMISSION
RULES REQUIRE THAT AT LEAST ONE ACCOUNT CONTINUE TO
RECEIVE THE ANNUAL REPORT.
Unless you otherwise indicate, this proxy will be voted "FOR" the election of
directors, "FOR" the proposal on Independent Auditors, and "AGAINST" the
stockholder proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
- --------------------------------------------------------------
PLEASE SIGN HERE exactly as your name(s) appear(s) to the left
- --------------------------------------------------------------
- --------------------------------------------------------------
Dated
- --------------------------------------------------------------
When signing as attorney, executor, administrator, trustee or
guardian, please give full title.
(DETACH HERE)
SPACE IN OUR AUDITORIUM IS LIMITED
Registered stockholders may be asked for identification. If you are a beneficial
owner of Citicorp stock held by a bank, broker, or investment plan ('in street
name'), you will need proof of ownership to be admitted to the meeting. A
recent brokerage statement or a letter from the broker or bank are examples
of proof of ownership.
<PAGE>
<PAGE>
1996 PROXY CITICORP [LOGO]
- --------------------------------------------------------------------------------
INSTRUCTIONS--To withhold authority to vote for
any individual nominee, write that nominee's name
on the line provided below.
D.W. Calloway
P.Y. Chia
P.J. Collins
K.T. Derr
R. Mark
R.D. Parsons
J.S. Reed
W.R. Rhodes
R.L. Ridgway
H.O. Ruding
R.B. Shapiro
F.A. Shrontz
F.A. Thomas
E.S. Woolard, Jr.
Stock is NOT to be voted for the following
nominee(s) for director:
- --------------------------------------------------------------
- --------------------------------------------------------------
- --------------------------------------------------------------
Annual Meeting of Stockholders--April 16, 1996, 9:00 A.M. (New York City
Time), 399 Park Avenue, New York NY
The undersigned appoints P.J. Collins, J.S. Reed, and W.R. Rhodes, or any
of them, proxies, each having power to substitute another person, to vote
all the stock of Citicorp held of record by the undersigned on February 16,
1996 at the Annual Meeting of Stockholders of Citicorp, to be held on April
16, 1996 and at any adjournment thereof. The proxies have authority to
vote such stock, as indicated on the reverse side hereof, (1) to elect directors
and (2) on the other matters set forth in the Proxy Statement. The proxies
are further authorized to vote such stock upon any other business that may
properly come before the meeting or any adjournment thereof.
- ------------------------------------------------------------------------
PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE
VOTED. UNLESS YOU OTHERWISE INDICATE, THIS PROXY WILL BE VOTED "FOR"
THE ELECTION OF DIRECTORS, "FOR" THE PROPOSAL ON INDEPENDENT
AUDITORS, AND "AGAINST" THE STOCKHOLDER PROPOSALS.
- ------------------------------------------------------------------------
Please date and sign this proxy on the reverse side and return it promptly
whether or not you expect to attend the meeting. You may, nevertheless,
vote in person if you do attend. We thank you for your interest.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(DETACH HERE)
<PAGE>
<PAGE>
PROXY CARD
Space in our auditorium is limited: Registered stockholders may be asked for
identification. If you are a beneficial owner of Citicorp stock held by a bank,
broker, or investment plan ("in street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or a
letter from the broker or bank are examples of proof of ownership.
Note 1: Check box to eliminate sending future annual reports for this account.
Securities and Exchange Commission rules require that at least one account
continue to receive the annual report.
Note 2: Please indicate how your stock is to be voted. Unless you otherwise
indicate, this proxy will be voted "FOR" the election of directors, "FOR"
the proposal on the Independent Auditors, and "AGAINST" the stockholders
proposals. Please mark all choices like this [X]
<TABLE>
<S> <C>
1996 PROXY [CITICORP LOGO]
- -----------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR the proposals regarding:
(1) ELECTION OF DIRECTORS: (INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name in the
space provided below.)
FOR WITHHOLD
all nominees listed on the [ ] Authority to vote for all [ ]
reverse side (except as nominees on the reverse side
marked to the contrary to
the right)
-----------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
(2) Independent Auditors
[ ] [ ] [ ]
- -----------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote AGAINST the stockholder proposals regarding:
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
--- ------- ------- --- ------- -------
(3) Cumulative Voting [ ] [ ] [ ] (5) Salary increases and stock
option grants shall not be
provided to executive officers
(4) Appoint a President and [ ] [ ] [ ] if dividend is cut, until it is [ ] [ ] [ ]
Chief Operating Officer restored to amount prior to cut
- -----------------------------------------------------------------------------------------------------------------------------------
PLEASE CHECK THIS BOX IF YOU HAVE [ ] To eliminate duplicate mailings, please check [ ]
INDICATED A CHANGE OF ADDRESS this box (please see Note 1 above)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SIGNATURE______________________________________________ DATE_______________
SIGNATURE______________________________________________ DATE_______________
Please sign here exactly as your name(s) appear(s) to the right. Executors,
trustees, and others signing in a representative capacity should include their
names and the capacity in which they sign.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1996 PROXY [CITICORP LOGO]
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Director Nominees: Annual Meeting of Stockholders -- April 16, 1996, 9:00 A.M. (New York City
Time), 399 Park Avenue, New York, NY
D.W. Calloway R.D. Parsons R.B. Shapiro The undersigned appoints P.J. Collins, J.S. Reed, and W.R. Rhodes, or any
P.Y. Chia J.S. Reed F.A. Shrontz of them, proxies, each having power to substitute another person, to vote all
P.J. Collins W.R. Rhodes F.A. Thomas the stock of Citicorp held of record by the undersigned on February 16,
K.T. Derr R.L. Ridgway E.S. Woolard, Jr. 1996 at the Annual Meeting of Stockholders of Citicorp, to be held on April
R. Mark H.O. Ruding 16, 1996 and at any adjournment thereof. The proxies have authority to
vote such stock, as indicated on the reverse side hereof, (1) to elect
directors and (2) on the other matters set forth in the Proxy Statement. The
proxies are further authorized to vote such stock upon any other business that
may properly come before the meeting or any adjournment thereof.
------------------------------------------------------------------------------
Please indicate on the reverse side of this card how your stock is to be
voted. Unless you otherwise indicate, this proxy will be voted "FOR" the
election of directors, "FOR" the proposal on the Independent Auditors, and
"AGAINST" the stockholders proposals.
------------------------------------------------------------------------------
Please date and sign this proxy on the reverse side and return it promptly
whether or not you expect to attend the meeting. You may, nevertheless, vote
in person if you do attend. We thank you for your interest.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
<PAGE>
</TABLE>
