Citicorp

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By-Laws

      As amended effective December 16, 1998
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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

Article IV -  Executive Committee

      Section  1.    Constitution and Powers

      Section  2.    Membership; Meetings; Quorum

      Section  3.    Records

Article V - Other Committees

      Section  1.    Other Committees

      Section  2.    Place of Meetings: Notice and Waiver of Notice

Article VI - The Officers


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      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 Chief Auditor

      Section  14.   Compensation

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 the third Tuesday in April of each year, or if that day be a legal
holiday, on the next succeeding day not a legal holiday, or such other date 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.

      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 by duly sworn faithfully to 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


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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 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.

      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.


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      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, four members of the Board of Directors, three of whom being U.S.
citizens, shall constitute a quorum; 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.

      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.

                                   ARTICLE IV

                               EXECUTIVE COMMITTEE

      Section 1. Constitution and Powers. There may be an Executive Committee
which shall be constituted as provided in Section 2 of this Article IV. The
Executive Committee shall have and may exercise, when the Board of Directors is
not in session, all the powers and authority of the Board of Directors in the
management of the business and affairs of Citicorp, including the power and
authority to declare dividends and to authorize the issuance of stock and other
securities of Citicorp, and may authorize the seal of Citicorp to be affixed to
all papers which may require it; but the Executive Committee shall not have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of
Citicorp's property and assets, recommending to the stockholders a dissolution
of Citicorp or a revocation of a dissolution, or amending the By-Laws.


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      Section 2. Membership; Meetings; Quorum. The Executive Committee shall be
composed of at least three directors. Meetings of the Committee shall be held
upon call of the Chairman or any Vice Chairman. The vote of a majority of the
members present shall suffice for the transaction of business.

      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.

                                   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


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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
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.
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 Chief Auditor. The Board of Directors shall appoint a
Chief Auditor, who shall be the chief auditing officer of Citicorp. She shall
continuously examine the affairs of Citicorp, and shall report to the Board of
Directors. She 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


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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 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,


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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.

                                    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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<PAGE>

The undersigned, duly qualified and acting 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............... day of ....................................,................


                                        ........................................


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