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                                                                    EXHIBIT 3.02



                                                                        CITICORP

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BY-LAWS










         AS AMENDED EFFECTIVE  MAY 18, 2001


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                                      INDEX

                                       TO

                                     BY-LAWS

                                       OF

                                    CITICORP


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                                      INDEX

                                       TO

                                     BY-LAWS

                                       OF

                                    CITICORP

Article I - Offices

         Section      1.       Principal Office
         Section      2.       Other Offices

Article II - Meetings of Stockholders

         Section       1.      Annual Meeting
         Section       2.      Special Meetings
         Section       3.      Place of Meetings
         Section       4.      Notice of Meetings
         Section       5.      Organization
         Section       6.      Inspectors of Election
         Section       7.      Quorum and Adjournment
         Section       8.      Order of Business
         Section       9.      Vote of Stockholders

Article III - Board of Directors

         Section       1.      Number
         Section       2.      General Powers
         Section       3.      Place of Meetings
         Section       4.      Organization Meeting
         Section       5.      Regular Meetings
         Section       6.      Special Meetings: Notice and Waiver of Notice
         Section       7.      Organization
         Section       8.      Quorum and Manner of Acting
         Section       9.      Voting
         Section       10.     Resignations
         Section       11.     Vacancies

Article IV -  Executive Committee

         Section      1.       Constitution and Powers
         Section      2.       Executive Committee: Membership; Meetings; Quorum
         Section      3.       Records

Article V - Other Committees

         Section      1.       Other Committees
         Section      2.       Place of Meetings: Notice and Waiver of Notice
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Article VI - The Officers

         Section      1.       Officers
         Section      2.       Term of Office
         Section      3.       Resignations
         Section      4.       The Chairman
         Section      5.       The President
         Section      6.       The Vice Chairmen
         Section      7.       The Corporate Executive Vice Presidents
         Section      8.       The Executive Vice Presidents /
                               Senior Corporate Officers
         Section      9.       The Chairman Credit Policy Committee
         Section      10.      The Senior Vice Presidents
         Section      11.      The Vice Presidents
         Section      12.      The Secretary
         Section      13.      The Treasurer
         Section      14.      The Chief Auditor

Article VII - Stock and Transfers of Stock

         Section      1.       Stock Certificates
         Section      2.       Transfer Agents and Registrars
         Section      3.       Transfers of Stock
         Section      4.       Lost Certificates

Article VIII - Corporate Seal

         Section      1.       Seal
         Section      2.       Affixing and Attesting

Article IX - Miscellaneous

         Section      1.       Fiscal Year
         Section      2.       Signatures on Negotiable Instruments
         Section      3.       Execution of Contracts and Other Instruments
         Section      4.       Shares of Other Corporations
         Section      5.       References to Article and Section Numbers and to
                               the Certificate of Incorporation
         Section      6.       Reference to Gender

Article X - Amendments


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                                    ARTICLE I

                                     OFFICES

         Section 1. PRINCIPAL OFFICE. The principal office and place of business
of Citicorp shall be 399 Park Avenue in the City and State of New York.

         Section 2. OTHER OFFICES. Citicorp may establish or discontinue, from
time to time, such other offices and places of business as may be deemed proper
for the conduct of Citicorp's business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. ANNUAL MEETING. The annual meeting of stockholders shall be
held on such date and at such time as may be fixed by resolution of the Board of
Directors, for the election of directors and the transaction of such other
business as may properly come before the meeting.

         Section 2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called at any time by the Board of Directors and shall be called by the
Secretary upon the written request, stating the purpose or purposes of any such
meeting, of the holders of common stock who hold of record collectively at least
one-third of the outstanding shares of common stock. Unless limited by law, the
Certificate of Incorporation, the By-Laws, or by the terms of the notice
thereof, any and all business may be transacted at any special meeting of
stockholders.

         Section 3. PLACE OF MEETINGS. Each meeting of stockholders shall be
held at such place either within or outside the State of Delaware as may be
designated by the Board of Directors for a particular meeting prior to the time
when notice thereof is given to the stockholders entitled to vote thereat.

         Section 4. NOTICE OF MEETINGS. Except as otherwise provided or
permitted by law, the Certificate of Incorporation, or the By-Laws, notice of
each meeting of stockholders shall be given to each stockholder of record
entitled to vote thereat either by delivering such notice to him personally or
by mailing the same to him. If mailed, the notice shall be directed to the
stockholder in a postage-prepaid envelope at his address as it appears on the
records of Citicorp unless, prior to the time of mailing, he shall have filed
with the Secretary a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the address designated
in such request. Notice of each meeting of stockholders shall state the place,
date and hour of the meeting, and if for a special meeting the purpose or
purposes for which the meeting is called, and shall be given not less than ten
nor more than fifty days before the date of the meeting. Such notice may be
waived in writing before, after, or at, such meeting.

         Section 5. ORGANIZATION. The Chairman shall act as such chairman at all
meetings of stockholders, shall call all meetings of stockholders to order and
preside thereat. In the absence of the Chairman, the President shall act as such
chairman and, in the absence of the Chairman and the President, the Vice
Chairman, or if there be more than one Vice Chairman present, the one of them
first appointed to such office shall act as such chairman. The Board of
Directors may designate an alternate chairman for any meeting of stockholders,
and if the Chairman, the President and such Vice Chairman are absent from a
meeting and such an alternate chairman has been designated therefor, he shall
act as chairman of the meeting. In the absence of the Chairman, the President,
such Vice Chairman and such an alternate chairman, or if no such alternate
chairman has been designated for a meeting and the Chairman, the President and
such Vice Chairman are absent therefrom, any stockholder or the proxy of any
stockholder entitled to vote at the meeting may call the meeting to order and a
chairman shall be elected, who shall preside thereat. The Secretary of Citicorp
shall act as secretary at all meetings of the stockholders, but in his absence
the chairman of the meeting may appoint any person present to act as secretary
of the meeting.

         Section 6. INSPECTORS OF ELECTION. If the Board of Directors shall so
determine, any election of directors by vote by ballot at a meeting of
stockholders shall be conducted by three inspectors of election appointed for
that purpose by the chairman of the meeting, who, before entering upon the
discharge of their duties, shall be duly sworn faithfully to


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execute the duties of inspectors of election at such meeting with strict
impartiality, and according to the best of their ability. If any such
inspector appointed to act at any meeting shall not be present or shall fail
to act, the chairman of the meeting shall appoint some other person present
to act as inspector in his place. The inspectors of election at the request
of the chairman of the meeting shall conduct any other vote by ballot taken
at such meeting. Inspectors of election may also be appointed to act at
meetings of stockholders at which directors are not to be elected, and at the
request of the chairman of the meeting shall conduct any vote by ballot at
such meeting.

         Section 7. QUORUM AND ADJOURNMENT. Except as otherwise provided by law
or by the Certificate of Incorporation, the holders of a majority of the shares
of stock entitled to vote at the meeting shall constitute a quorum at all
meetings of the stockholders. In the absence of a quorum, the holders of a
majority of the shares of stock present in person or by proxy and entitled to
vote may adjourn any meeting, from time to time, until a quorum shall attend. At
any such adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.

         Section 8. ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote.

         Section 9. VOTE OF STOCKHOLDERS. Except as otherwise required by law
or the Certificate of Incorporation, all action by stockholders may be taken
by written consent in lieu of a meeting. The vote in the election of
directors at a meeting of stockholders shall be by ballot unless the Board of
Directors determines otherwise, and the vote upon any question before a
meeting of stockholders shall be ballot if so directed by the chairman of the
meeting. In a vote by ballot, each ballot shall state the number of shares
voted and the name of the stockholder or proxy voting. Except as otherwise
required by law or by the Certificate of Incorporation, directors to be
elected at a meeting of stockholders shall be elected by a plurality of the
votes cast at such meeting by the holders of shares entitled to vote in the
election and whenever any corporate action, other than the election of
directors, is to be taken by vote of the stockholders at a meeting thereof,
it shall be authorized by a majority of the votes cast at such meeting by the
holders of stock entitled to vote thereon.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. NUMBER. The number of directors constituting the Board of
Directors of Citicorp shall be such number as is fixed from time to time by
resolution adopted by the Board of Directors or by the stockholders.

         Section 2. GENERAL POWERS. The business, properties and affairs of
Citicorp shall be managed by the Board of Directors, which, without limiting the
generality of the foregoing, shall have power to appoint the officers of
Citicorp, to appoint and direct agents, and to grant general or limited
authority to officers, employees and agents of Citicorp to make, execute and
deliver contracts and other instruments and documents in the name and on behalf
of Citicorp and over its seal, without specific authority in each case. In
addition, the Board of Directors may exercise all the powers of Citicorp and do
all lawful acts and things which are not reserved to the stockholders by law or
the Certificate of Incorporation.

         Section 3. PLACE OF MEETINGS. Meetings of the Board of Directors,
whether regular or special, shall be held at the principal office of Citicorp or
such other place within or without the State of Delaware as may, from time to
time, be fixed by resolution of the Board of Directors, provided that the place
so determined for any meeting may be changed to some other place, in the case of
a regular meeting, by order of the Chairman, the President or any Vice Chairman,
and in the case of a special meeting, by order of the person or persons at whose
request the meeting is called if in either such case the place so changed is
specified in a notice given as provided in Section 6 of this Article III or in a
waiver of notice thereof.

         Section 4. ORGANIZATION MEETING. A newly elected Board of Directors
shall meet and organize, as soon as practicable, after each annual meeting of
stockholders, at the principal office of Citicorp, without notice of such
meeting, provided a majority of the whole Board of Directors is present. If such
a majority is not present, such organization meeting may be held at any other
time or place which may be specified in a notice given as provided in Section 6
of this Article III for special meetings of the Board of Directors, or in a
waiver of notice thereof. Any business which may properly be transacted by the
Board of Directors may be transacted at any organization meeting thereof.


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         Section 5. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held quarterly, unless the Board of Directors shall
otherwise determine, with notice to the directors of the date and time of
such meeting, or, may be held at such other time and place as the Board shall
have ordered at any previous meeting.

         Section 6. SPECIAL MEETINGS: NOTICE AND WAIVER OF NOTICE. Special
meetings of the Board of Directors shall be called by the Secretary on the
request of the Chairman, or in the absence of the Chairman, the President, or in
the absence of the Chairman and the President, any Vice Chairman, or on the
request in writing of any three directors stating the purpose or purposes of
such meeting. Notice of any special meeting, specifying the time and place of
such meeting, shall be in form approved by the Chairman, or in the absence of
the Chairman, the President, or in the absence of the Chairman and the
President, such Vice Chairman, or if the meeting is called pursuant to the
request of some other directors and there shall be a failure to approve the form
of notice as aforesaid, then in form approved by such directors. Notice of
special meetings shall be mailed to each director, addressed to him at his
residence or usual place of business, not later than two days before the day on
which the meeting is to be held, or shall be sent to him at such place by
telegraph, or be delivered personally or by telephone, not later than the day
before such day of meeting. Whenever notice of any meeting of the Board of
Directors is required to be given under any provision of law, the Certificate of
Incorporation or the By-Laws, a written waiver thereof signed by the director
entitled to notice, whether before, at, or after the time of such meeting, shall
be deemed equivalent to notice. Attendance of a director at any meeting of the
Board of Directors shall constitute a waiver of notice of such meeting, except
when the director attends such meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because such
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors or any
committee thereof need be specified in any written waiver of notice.

         Section 7. ORGANIZATION. The Chairman shall preside at all meetings of
the Board of Directors and the Executive Committee of the Board of Directors
(which Committee is provided for in Article IV and is hereinafter referred to as
the "Executive Committee"). In the absence of the Chairman, the President or, in
the absence of the Chairman and the President, the Vice Chairman, or if there be
more than one Vice Chairman present, the one of them first appointed to such
office, shall preside at all meetings of the Board of Directors and the
Executive Committee. In the absence of the Chairman, the President and such Vice
Chairman, a temporary chairman may be chosen by the members of the Board of
Directors or of the Executive Committee present to preside at a meeting of the
Board of Directors or of the Executive Committee, respectively. The Secretary of
Citicorp shall act as the secretary at all meetings of the Board of Directors
and of the Executive Committee and in his absence a temporary secretary shall be
appointed by the chairman of the meeting.

         Section 8. QUORUM AND MANNER OF ACTING. At every meeting of the
Board of Directors, a majority shall constitute a quorum, of which a majority
must be U.S. citizens; and, except as otherwise provided by law, or by
Section 1 of Article IV, the vote of a majority of the directors present at
any such meeting at which a quorum is present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the directors present
may adjourn any meeting from time to time, until a quorum is present. No
notice of any adjourned meeting need be given other than by announcement at
the meeting that is being adjourned. Members of the Board of Directors may
participate in meetings through use of conference telephone or similar
communications equipment, so long as all members participating in such
meetings can hear one another.

         Section 9. VOTING. On any question on which the Board of Directors or
the Executive Committee shall vote, the names of those voting and their votes
shall be entered in the minutes of the meeting when any member of the Board of
Directors or the Executive Committee so requests.

         Section 10. RESIGNATIONS. Any director may resign at any time either by
oral tender of resignation at any meeting of the Board of Directors or by such
tender to the Chairman, the President or any Vice Chairman, or by giving written
notice thereof to Citicorp. Any resignation shall be effective immediately
unless a date certain is specified for it to take effect.

         Section 11. VACANCIES. When any vacancy occurs among the directors, the
remaining members of the Board may appoint a director to fill such vacancy at
any regular meeting of the Board, or at a special meeting called for that
purpose.


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                                   ARTICLE IV

                               EXECUTIVE COMMITTEE

         Section 1. CONSTITUTION AND POWERS. There shall be an Executive
Committee of the Board of Directors which shall be constituted as provided in
Section 2 of this Article. The Executive Committee shall have and may exercise,
when the Board is not in session, all the powers of the Board that may lawfully
be delegated.

         Section 2. EXECUTIVE COMMITTEE: MEMBERSHIP; MEETINGS; QUORUM. The
Executive Committee shall hold a regular meeting without notice at the time and
place appointed for each regular meeting of the Board of Directors at which a
quorum of the Board shall not be in attendance at said time and place, unless
such regular meeting of the Board is cancelled upon notice. The directors
present at such time and place, if there be not less than three, shall
constitute the Executive Committee for such regular meeting, and the vote of a
majority of the Committee as so constituted shall suffice for the transaction of
business. A special meeting of the Executive Committee may be called at any time
by the Chairman, or in the absence of the Chairman, the President, or in the
absence of the Chairman and the President, any Vice Chairman or on the written
request of any three members of the Board such meeting shall be called by one of
said officers or by the Secretary. Notice of any such special meeting shall be
given to each director in the manner provided in Article III, Section 6, for the
giving of notice, or the waiver thereof, of a special meeting of the Board of
Directors and shall be sufficient even though such notice refers only to a
meeting of the Board of Directors. The directors who shall attend at the time
and place fixed in such notice, if there be not less than three, shall
constitute the Executive Committee for such special meeting, and the vote of a
majority of the Committee as so constituted shall suffice for the transaction of
business. Executive Committee meetings may be held through use of conference
telephone or similar communications equipment, so long as all members
participating in such meetings can hear one another.

         Section 3. RECORDS. The Executive Committee shall keep minutes of its
acts and proceedings, which shall be submitted at the next regular meeting of
the Board of Directors at which a quorum is present, and any action taken by the
Board of Directors with respect thereto shall be entered in the minutes of the
Board of Directors. All acts done and powers conferred by the Executive
Committee from time to time shall be deemed to be, and may be certified as
being, done or conferred under authority of the Board.


                                    ARTICLE V

                                OTHER COMMITTEES

         Section 1. OTHER COMMITTEES. The Board of Directors may, from time to
time, appoint other committees which shall have such powers and duties as the
Board of Directors may properly determine, and may appoint one of the members of
any such other committee to be its chairman. A majority of the members of such
other committees shall constitute a quorum, unless otherwise specified by the
Board of Directors.

         Section 2. PLACE OF MEETINGS: NOTICE AND WAIVER OF NOTICE. Meetings of
committees of the Board of Directors shall be held at the principal office of
Citicorp or at such other places as the committee in question may, from time to
time, determine, subject to the provisions of Section 2 of Article IV with
respect to meetings of the Executive Committee. Meetings of any committee of the
Board of Directors other than the Executive Committee may be called by the
Chairman of such committee or by the Secretary at the request of any other
member thereof. Notice of any meeting of any committee of the Board of Directors
other than the Executive Committee shall be in form approved by the chairman of
such committee, or if the meeting is called pursuant to the request of some
other member of such committee and there is a failure to approve the form of
notice as aforesaid, then in the form approved by such member. The provisions of
Section 6 of Article III with respect to the giving and waiver of notice of
special meetings of the Board of Directors shall also apply to all meetings of
such other committee.


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                                   ARTICLE VI

                                  THE OFFICERS

         Section 1. OFFICERS. Citicorp shall have a Chairman or a President or
both, may have one or more Vice Chairmen, one or more Corporate Executive Vice
Presidents, one or more Executive Vice Presidents/Senior Corporate Officers, a
Chairman Credit Policy Committee, one or more Senior Vice Presidents, and one or
more Vice Presidents, and shall have a Secretary and a Chief Auditor; and such
officers shall be appointed by the Board of Directors, which may establish
senior officer positions equivalent to and having duties and powers the same as
these officers. The Board of Directors may also appoint one or more Assistant
Secretaries and such other officers and agents as in their judgment the business
of Citicorp may require, and any such officers may be appointed, subject to the
authority of the Board of Directors, by the Chairman, the President, or any Vice
Chairman.

         Section 2. TERM OF OFFICE. All officers shall hold office during the
pleasure of and until removed by the Board of Directors, or, in the case of
officers who may be appointed by the Chairman, the President, or any Vice
Chairman, until removed by one of them or by the Board of Directors.

         Section 3. RESIGNATIONS. Any officer may resign at any time, either by
oral tender of resignation to the Chairman, the President, or any Vice Chairman
or by giving written notice thereof to Citicorp. Any resignation shall be
effective immediately unless a date certain is specified for it to take effect.

         Section 4. THE CHAIRMAN. The Chairman shall be the Chief Executive
Officer of Citicorp, and shall have general executive powers as well as the
specific powers conferred by these By-Laws. He shall preside at meetings of the
Board of Directors and the Executive Committee and at meetings of the
stockholders.

         Section 5. THE PRESIDENT. In the absence of a Chairman, the President
shall be the Chief Executive Officer of Citicorp, and shall have general
executive powers as well as the specific powers conferred by these By-Laws. In
the absence of the Chairman, the President shall exercise the powers and duties
of the Chairman related to meetings of the Board of Directors and the Executive
Committee and meetings of the stockholders.

         Section 6. THE VICE CHAIRMEN. In the absence of the Chairman and the
President, and in the order of their appointment to the office, the Vice
Chairmen shall exercise the powers and duties of the Chairman related to
meetings of the Board of Directors and the Executive Committee and meetings of
the stockholders. The Vice Chairmen shall have general executive powers as well
as the specific powers conferred by these By-Laws. Each of them shall also have
such powers and duties as may from time to time be assigned by the Board of
Directors, the Chairman, or the President.

         Section 7. THE CORPORATE EXECUTIVE VICE PRESIDENTS. Each Corporate
Executive Vice President shall have general executive powers as well as the
specific powers conferred by these By-Laws. Each Corporate Executive Vice
president shall also have such further powers and duties as may from time to
time be assigned to him by the Board of Directors, the Chairman, the President,
or any Vice Chairman.

         Section 8. THE EXECUTIVE VICE PRESIDENTS/SENIOR CORPORATE OFFICERS.
Each Executive Vice President/Senior Corporate Officer shall have general
executive powers as well as the specific powers conferred by these By-Laws. Each
Executive Vice President/Senior Corporate Officer shall also have such further
powers and duties as may from time to time be assigned to him by the Board of
Directors, the Chairman, the President, or any Vice Chairman.

         Section 9. THE CHAIRMAN CREDIT POLICY COMMITTEE. The Board of Directors
may appoint a Chairman Credit Policy Committee, who shall have general
responsibilities in connection with the formation and administration of the
credit policies of Citicorp. He shall have general executive powers, as well as
the specific powers conferred by these By-Laws. He shall also have such further
powers and duties as may from time to time be assigned to him by the Board of
Directors, the Chairman, or the President.

         Section 10. THE SENIOR VICE PRESIDENTS. Each Senior Vice President
shall have general executive powers as well as the specific powers conferred by
these By-Laws. Each Senior Vice President shall also have such further powers
and


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duties as may from time to time be assigned to him by the Board of Directors,
the Chairman, the President, or any Vice Chairman.

         Section 11. THE VICE PRESIDENTS. The several Vice Presidents shall
perform such duties and have such powers as may from time to time be assigned to
them by the Board of Directors, the Chairman, the President, or any Vice
Chairman.

         Section 12. THE SECRETARY. The Secretary shall attend to the giving of
notice of all meetings of stockholders and of the Board of Directors and
committees thereof, as provided in Section 4 of Article II and Section 6 of
Article III, and shall keep minutes of all proceedings at meetings of the
stockholders, of the Board of Directors and of the Executive Committee, as well
as of all proceedings at all meetings of other regular committees of the Board
of Directors. He shall have charge of the corporate seal and shall have
authority to attest any and all instruments or writings to which the same may be
affixed. He shall have charge of the stock ledger and shall keep and account for
all books, documents, papers and records of Citicorp, except those for which
some other officer or agent is properly accountable. He shall generally perform
all the duties usually appertaining to the office of Secretary of a corporation.
The Secretary may appoint one or more Assistant Secretaries with such powers and
duties as the Board of Directors, the Chairman, the President, any Vice
Chairman, or the Secretary shall, from time to time, determine. In the absence
of the Secretary, such person as shall be designated by the Chairman, the
President or any Vice Chairman shall perform his duties.

         Section 13. THE TREASURER. The Treasurer shall have the powers
attendant to the office of Treasurer. The Treasurer shall also have such further
powers and duties as may from time to time be assigned by the Board of
Directors, the Chairman, the President, or any Vice Chairman.

         Section 14. THE CHIEF AUDITOR. The Board of Directors shall appoint a
Chief Auditor, who shall be the chief auditing officer of Citicorp. He shall
continuously examine the affairs of Citicorp, and shall report to the Board of
Directors. He shall have and may exercise the powers and duties as from time to
time may be conferred upon, or assigned to him by the Board of Directors.


                                   ARTICLE VII

                          STOCK AND TRANSFERS OF STOCK

         Section 1. STOCK CERTIFICATES. The stock of Citicorp shall be
represented by certificates signed by the Chairman or the President and the
Secretary or an Assistant Secretary. Where any such certificate is countersigned
by a Transfer Agent, other than Citicorp or its employee, or by a Registrar,
other than Citicorp or its employee, any other signature on such certificate may
be a facsimile, engraved, stamped or printed. In case any such officer, Transfer
Agent or Registrar who has signed or whose facsimile signature has been placed
upon any such certificate shall have ceased to be such officer, Transfer Agent
or Registrar before such certificate is issued, it may be issued by Citicorp
with the same effect as if such officer, Transfer Agent or Registrar were such
officer, Transfer Agent or Registrar at the date of its issue. The certificates
representing the stock of Citicorp shall be in such form as shall be approved by
the Board of Directors.

         Section 2. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may,
in its discretion, appoint one or more banks or trust companies in the Borough
of Manhattan, City, County and State of New York, and in such other city or
cities as the Board of Directors may deem advisable, including any banking
subsidiaries of Citicorp, from time to time, to act as Transfer Agents and
Registrars of the stock of Citicorp; and upon such appointments being made, no
stock certificate shall be valid until countersigned by one of such Transfer
Agents and registered by one of such Registrars.

         Section 3. TRANSFERS OF STOCK. Transfers of stock shall be made on the
books of Citicorp only by the person named in the certificate, or by attorney
lawfully constituted in writing, and upon surrender and cancellation of a
certificate or certificates for a like number of shares of the same class of
stock, with duly executed assignment and power of transfer endorsed thereon or
attached hereto, and with such proof of the authenticity of the signatures as
Citicorp or its agents may reasonably require. No transfer of stock other than
on the records of Citicorp shall affect the right of Citicorp to pay any
dividend upon the stock to the holder of record thereof or to treat the holder
of record as the holder in fact thereof for all purposes, and no transfer shall
be valid, except between the parties thereto, until such transfer shall have
been made upon the records of Citicorp.

         Section 4. LOST CERTIFICATES. In case any certificate of stock shall be
lost, stolen or destroyed, the Board of Directors, in its discretion, or any
officer or officers or any agent or agents thereunto duly authorized by the
Board of


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Directors, may authorize the issue of a substitute certificate in place of
the certificate so lost, stolen or destroyed, and may cause or authorize such
substitute certificate to be countersigned by the appropriate Transfer Agent
(or where such duly authorized agent is the Transfer Agent may itself
countersign) and registered by the appropriate Registrar; provided, however,
that, in each such case, the applicant for a substitute certificate shall
furnish to Citicorp and to such of its Transfer Agents and Registrars as may
require the same, evidence to their satisfaction, in their discretion, of the
loss, theft or destruction of such certificate and of the ownership thereof,
and also such security or indemnity as may by them be required.

                                  ARTICLE VIII

                                 CORPORATE SEAL

         Section 1. SEAL. The seal of Citicorp shall be in such form as may be
approved, from time to time, by the Board of Directors.

         Section 2. AFFIXING AND ATTESTING. The seal of Citicorp shall be in the
custody of the Secretary, who shall have power to affix it to the proper
corporate instruments and documents, and who shall attest it. In his absence, it
may be affixed and attested by an Assistant Secretary or by any other person or
persons as may be designated by the Board of Directors or the Secretary.


                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 1. FISCAL YEAR. The fiscal year of Citicorp shall be the
calendar year.

         Section 2. SIGNATURES ON NEGOTIABLE INSTRUMENTS. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned by such officers or agents and in such manner as, from time to
time, may be prescribed by resolution (whether general or special) of the Board
of Directors, or may be prescribed by any officer or officers, or any officer
and agent jointly, thereunto duly authorized by the Board of Directors.

         Section 3. EXECUTION OF CONTRACTS AND OTHER INSTRUMENTS. The Chairman,
the President, any Vice Chairman, any Corporate Executive Vice President, any
Executive Vice President/Senior Corporate Officer, the Chairman Credit Policy
Committee, any Senior Vice President, any Vice President, the Secretary, and the
Chief Auditor, or anyone holding a position equivalent to the foregoing pursuant
to provisions of these By-Laws, shall each have general authority to execute
contracts, bonds, deeds and powers of attorney in the name of and on behalf of
Citicorp. Any contract, bond, deed or power of attorney may also be executed in
the name of and on behalf of Citicorp by such other officer or such other agent
as the Board of Directors may from time to time direct. The provisions of this
Section 3 are supplementary to any other provisions of these By-Laws.

         Section 4. SHARES OF OTHER CORPORATIONS. The Chairman, the President,
any Vice Chairman, any Corporate Executive Vice President, any Executive Vice
President/Senior Corporate Officer, the Chairman Credit Policy Committee, any
Senior Vice President, any Vice President, and the Secretary, or anyone holding
a position equivalent to the foregoing pursuant to provisions of these By-Laws,
is each authorized to vote, represent and exercise on behalf of Citicorp, all
rights incident to any and all shares of any other corporation or corporations
standing in the name of Citicorp. The authority herein granted to said officer
to vote or represent on behalf of Citicorp any and all shares held by Citicorp
in any other corporation or corporations may be exercised by said officer in
person or by any person authorized so to do by proxy or power of attorney duly
executed by said officer. Notwithstanding the above, however, the Board of
Directors, in its discretion, may designate by resolution the person to vote or
represent said shares of other corporations.

         Section 5. REFERENCES TO ARTICLE AND SECTION NUMBERS AND TO THE
CERTIFICATE OF INCORPORATION. Whenever in the By-Laws reference is made to an
Article or Section number, such reference is to the number of an Article or
Section of the By-Laws. Whenever in the By-Laws reference is made to the
Certificate of Incorporation, such reference is to the Certificate of
Incorporation of Citicorp, as amended.

         Section 6. REFERENCE TO GENDER. A reference in these By-Laws to one
gender, masculine, feminine, or neuter, includes the other two; and the singular
includes the plural and vice versa unless the context otherwise requires.


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                                    ARTICLE X

                                   AMENDMENTS

         The By-Laws may be altered, amended or repealed, and new By-Laws
adopted, from time to time, by the Board of Directors at any regular or special
meeting.



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The undersigned, duly qualified and acting Secretary/Assistant Secretary of
Citicorp, a Delaware corporation, hereby certifies the foregoing to be a true
and complete copy of the By-Laws of the said Citicorp, as at present in force
and effect.

WITNESS, the hand of the undersigned and the seal of the said Citicorp, this
18th day of May, 2001.

                                                 /s/
                                                 -----------------------------




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