-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fSJGFFUGtrLenJJMCQfAbmNnt3AZJzTVG7eT8vwkQn0UMoZE9FNAon0B+ePBrOZq TuRDadpqe5+fh2B9j9ozqQ== 0000020405-94-000003.txt : 19940311 0000020405-94-000003.hdr.sgml : 19940311 ACCESSION NUMBER: 0000020405-94-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940310 19940329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP CENTRAL INDEX KEY: 0000020405 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 132614988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52601 FILM NUMBER: 94515344 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10043- BUSINESS PHONE: 212-559-6754 MAIL ADDRESS: STREET 1: 425 PARK AVE- 2ND F STREET 2: ATTN: LEGAL AFFAIRS OFFICE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CITY CORP DATE OF NAME CHANGE: 19740414 FORMER COMPANY: FORMER CONFORMED NAME: CITY BANK OF NEW YORK NATIONAL ASSOCIATI DATE OF NAME CHANGE: 19680903 S-8 1 CITICORP 1988 STOCK INCENTIVE PLAN As filed with the Securities and Exchange Commission on March 10, 1994 Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________ CITICORP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 13-2614988 (I.R.S. employer identification no.) 399 Park Avenue New York, NY 10043 (Address of principal executive offices) Citicorp 1988 Stock Incentive 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) _________ CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of securities to registered maximum maximum registration be registered offering price aggregate fee (1) Common Stock, 25,000,000 $38.9375 $973,437,500 $335,668.10 $1 par value per share (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Common Stock of Citicorp on the New York Stock Exchange Composite Tape on March 4, 1994.
In accordance with Rule 429 under the Securities Act of 1933, the Prospectus used as Part I of this Registration Statement also constitutes the prospectus to be used in connection with the offer and sale of shares previously registered pursuant to Citicorp's Registration Statement on Form S-8, File No. 33-41751, the contents of which are hereby incorporated by reference herein. __________________ This Registration Statement shall hereafter become effective upon filing in accordance with Section 8(a) of the Act and Rule 462 thereunder. EXPERTS The consolidated financial statements of Citicorp and subsidiaries included in Citicorp's Annual Report and Form 10-K for 1993 (the "1993 10-K") have been incorporated by reference into Citicorp's Registration Statement on Form S-8, File No. 33-41751 (the contents of which have been incorporated by reference herein) in reliance upon the report set forth in the 1993 10-K of KPMG Peat Marwick, independent certified public accountants and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick covering the December 31, 1993 financial statements contains an added explanatory paragraph which refers to the adoption by Citicorp of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 5 - Opinion and consent of Stephen E. Dietz, Associate General Counsel of Citibank, N.A. 23.1 - Consent of Stephen E. Dietz, Associate General Counsel (included as part of Exhibit 5). 23.2 - Consent of KPMG Peat Marwick. 24 - Powers of Attorney of Messrs. Reed, Calloway, Chandler, Chia, Derr, Fouraker, Haynes, Rhodes, Ruding, Seibert, Shrontz, Simonsen, Smith, Steffen, Thomas, Woolard and Ms. Ridgway as Directors and/or officers of Citicorp and/or Citibank. 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 March 7, 1994. CITICORP By /s/ Robert N. Laughlin Robert N. Laughlin Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on March 7, 1994 by the following persons in the capacities indicated. Signature Capacity * Chairman and a Director of Citicorp - ----------------------- John S. Reed (Principal Executive Officer) /s/ Paul J. Collins Vice Chairman and a Director of Citicorp - ----------------------- Paul J. Collins Principal Financial Officer /s/ Thomas E. Jones Executive Vice President - ----------------------- Thomas E. Jones Principal Financial Officer(A) * Director - ----------------------- D. Wayne Calloway * Director - ----------------------- Colby H. Chandler * Director - ----------------------- Pei-yuan Chia * Director - ----------------------- Kenneth T. Derr * Director - ----------------------- Dr. Lawrence E. Fouraker * Director - ----------------------- H.J. Haynes * Director - ----------------------- Rozanne L. Ridgway * Director - ----------------------- William R. Rhodes * Director - ----------------------- Dr. H. Onno Ruding * Director - ----------------------- Donald V. Seibert * Director - ----------------------- Frank A. Shrontz * Director - ----------------------- Dr. Mario Simonsen * Director - ----------------------- Roger B. Smith * Director - ----------------------- Chistopher J. Steffen * Director - ----------------------- Franklin A. Thomas * Director - ----------------------- Edgar S. Woolard, Jr. [FN] * Robert N. Laughlin 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. (A) Primary responsibility for financial control, accounting, tax and reporting. By /s/ Robert N. Laughlin ------------------------- Robert N. Laughlin Attorney-in-Fact EX-5 2 EXHIBIT 5 AND EXHIBIT 23.1 March 9, 1994 Citicorp 399 Park Avenue New York, New York 10043 Dear Sirs: I am an Associate General Counsel of Citibank, N.A. and as such have acted as counsel for Citicorp in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Citicorp with the Securities and Exchange Commission on the date hereof for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), an aggregate of 25,000,000 shares of Common Stock, par value $1.00 per share (the "Common Stock") of Citicorp to be issued pursuant to the Citicorp 1988 Stock Incentive Plan (the "Plan"). In connection therewith I have examined such corporate records, certificates and other documents and reviewed such questions of law as I have considered necessary or appropriate for the purpose of this opinion. On the basis of such examination and review, I advise you that, in my opinion, when the Registration Statement has become effective under the Act and the shares of Common Stock have been duly issued and sold in the manner contemplated by the Registration Statement and the Plan, such shares will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Stephen E. Dietz EX-23.2 3 EXHIBIT 23.2 The Board of Directors Citicorp: We consent to the incorporation by reference in the Registration Statement filed on March 10, 1994, on Form S-8 of Citicorp of our report dated January 18, 1994, relating to the consolidated balance sheets of Citicorp and its subsidiaries as of December 31, 1993 and 1992, the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1993, and the related consolidated balance sheets of Citibank, N.A. and subsidiaries as of December 31, 1993 and 1992, and to the reference to our firm under the heading "Experts" in the Registration Statement. Our report with respect to these financial statements, which contains an added explanatory paragraph, is included on page 54 of the 1993 Citicorp Annual Report on Form 10-K. /s/ KPMG Peat Marwick New York, New York March 10, 1994 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with 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: March 7, 1994. /s/ D. Wayne Calloway Name:D. Wayne Calloway Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Colby H. Chandler Name:Colby H. Chandler Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Pei-yuan Chia Name:Pei-yuan Chia Title:Senior Executive Vice President And Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Kenneth T. Derr Name:Kenneth T. Derr Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Lawrence E. Fouraker Name:Lawrence E. Fouraker Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994 /s/ H.J. Haynes Name: H. J. Haynes Title: Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ William R. Rhodes Name:William R. Rhodes Title:Vice Chairman and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT her true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in her capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Rozanne L. Ridgway Name:Rozanne L. Ridgway Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ H. Onno Ruding Name:H. Onno Ruding Title:Vice Chairman and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Donald V. Seibert Name:Donald V. Seibert Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Frank A. Shrontz Name:Frank A. Shrontz Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Mario H. Simonsen Name:Mario H. Simonsen Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Roger B. Smith Name:Roger B. Smith Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Christopher J. Steffen Name:Christopher J. Steffen Title:Senior Executive Vice President and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Franklin A. Thomas Name:Franklin A. Thomas Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ Edgar S. Woolard, Jr. Name:Edgar S. Woolard, Jr. Title:Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national association hereby constitutes and appoints each of GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things in connection with the registration statement dated the date hereof (the "Registration Statement") to be filed with the United States Securities and Exchange Commission or the Office of the Comptroller of the Currency, including specifically, but without limiting the generality of the foregoing, the power and authority to execute the Registration Statement in the name of the undersigned in his capacity as Director and/or Officer of Citicorp and/or Citibank, N.A., any and all amendments, including post-effective amendments, to the Registration Statement, any and all documents and instruments filed as part of or in connection with the Registration Statement or amendments thereto, any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations and requirements of the United States Securities and Exchange Commission in respect thereof, or with any rules and regulations of the Office of the Comptroller of the Currency, and any and all documents and instruments which the said attorney and agent may deem necessary or advisable to enable Citicorp 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: March 7, 1994. /s/ John S. Reed Name:John S. Reed Title:Chairman and Director -----END PRIVACY-ENHANCED MESSAGE-----