Citicorp Sample Contracts

ARTICLE I
Indenture • November 8th, 1996 • Citicorp • National commercial banks • New York
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FOR COMMON STOCK
Registration Rights Agreement • February 11th, 1998 • Citicorp • National commercial banks • Delaware
CITICORP AND
Citicorp • October 8th, 1998 • National commercial banks • New York
CITICORP AND
Citicorp • October 8th, 1998 • National commercial banks • New York
] SUPPLEMENTAL INDENTURE
Citicorp • February 5th, 1997 • National commercial banks • New York
] SUPPLEMENTAL INDENTURE
Citicorp • March 13th, 1997 • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER by and between TRAVELERS GROUP INC.
Agreement and Plan of Merger • April 7th, 1998 • Citicorp • National commercial banks • Delaware
ARTICLE I DEFINITIONS
First Supplemental Indenture • November 8th, 1996 • Citicorp • National commercial banks • New York
ARTICLE II TRUST INDENTURE ACT
Preferred Securities Guarantee Agreement • January 28th, 1998 • Citicorp • National commercial banks • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • January 7th, 2000 • Citicorp • National commercial banks
CITICORP AND
Citicorp • October 8th, 1998 • National commercial banks • New York
CITICORP INDENTURE
Indenture • January 31st, 1997 • Citicorp • National commercial banks • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • September 25th, 2002 • Citicorp • National commercial banks
APPENDIX B
Citicorp • January 7th, 2000 • National commercial banks • Connecticut
JOINT FILING AGREEMENT
Joint Filing Agreement • July 12th, 2002 • Citicorp • National commercial banks

This will confirm the agreement by and among all of the undersigned that this Amendment No. 2 to Schedule 13D on or about this date with respect to the beneficial ownership by the undersigned of MacDermid, Incorporated is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

FIFTH SUPPLEMENTAL INDENTURE Dated as of January 23, 2004
Supplemental Indenture • February 3rd, 2004 • Citicorp • National commercial banks • New York

THIS FIFTH SUPPLEMENTAL INDENTURE dated as of January 23, 2004 (the "Supplemental Indenture"), by and among ASSOCIATES FIRST CAPITAL CORPORATION (successor-in-interest to Associates Corporation of North America), a corporation organized and existing under the laws of the State of Delaware ("AFCC"), CITICORP, a corporation organized and existing under the laws of the State of Delaware, as guarantor, and JPMORGAN CHASE BANK (successor to The Chase Manhattan Bank (National Association)), a New York banking corporation, as trustee (the "Trustee");

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APPENDIX A
Plan and Agreement of Merger • January 7th, 2000 • Citicorp • National commercial banks • Connecticut
SYBRON ACQUISITION CORP SYBRON HOLDINGS, INC.
Citicorp • February 25th, 1998 • National commercial banks
THIRD SUPPLEMENTAL INDENTURE Dated as of January 23, 2004
Citicorp • February 3rd, 2004 • National commercial banks • New York

THIS THIRD SUPPLEMENTAL INDENTURE dated as of January 23, 2004 (the "Supplemental Indenture"), by and among ASSOCIATES FIRST CAPITAL CORPORATION (successor-in-interest to Associates Corporation of North America), a corporation organized and existing under the laws of the State of Delaware ("AFCC"), CITICORP, a corporation organized and existing under the laws of the State of Delaware, as guarantor, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (successor-in-interest to Bank One Trust Company, N. A.), as trustee (the "Trustee");

JOINT FILING AGREEMENT
Joint Filing Agreement • March 5th, 2002 • Citicorp • National commercial banks

This will confirm the agreement by and among all of the undersigned that this Amendment No. 1 to Schedule 13D on or about this date with respect to the beneficial ownership by the undersigned of MacDermid, Incorporated is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

December 3, 1997 Morgan Stanley & Co. Incorporated Credit Suisse First Boston Corporation Salomon Brothers, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dear Sirs and Mesdames: The undersigned understands that Morgan...
Citicorp • February 11th, 1998 • National commercial banks

Morgan Stanley & Co. Incorporated Credit Suisse First Boston Corporation Salomon Brothers, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dear Sirs and Mesdames:

SIXTH SUPPLEMENTAL INDENTURE Dated as of January 23, 2004
Supplemental Indenture • February 3rd, 2004 • Citicorp • National commercial banks • New York

THIS SIXTH SUPPLEMENTAL INDENTURE dated as of January 23, 2004 (the "Supplemental Indenture"), by and among ASSOCIATES FIRST CAPITAL CORPORATION (successor-in-interest to Associates Corporation of North America), a corporation organized and existing under the laws of the State of Delaware ("AFCC"), CITICORP, a corporation organized and existing under the laws of the State of Delaware, as guarantor, and JPMORGAN CHASE BANK (successor-in-interest to The Chase Manhattan Bank, National Association), as trustee (the "Trustee");

Exhibit 1
Citicorp • February 25th, 1998 • National commercial banks
THIRD SUPPLEMENTAL INDENTURE Dated as of January 23, 2004
Citicorp • February 3rd, 2004 • National commercial banks • New York

THIS THIRD SUPPLEMENTAL INDENTURE dated as of January 23, 2004 (the "Supplemental Indenture"), by and among ASSOCIATES FIRST CAPITAL CORPORATION (successor-in-interest to Associates Corporation of North America), a corporation organized and existing under the laws of the State of Delaware ("AFCC"), CITICORP, a corporation organized and existing under the laws of the State of Delaware, as guarantor, and JPMORGAN CHASE BANK (successor-in-interest to The Chase Manhattan Bank (National Association)), as trustee (the "Trustee");

EXHIBIT 1 --------- AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G -------------------------------------------- Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on...
Citicorp • June 10th, 2003 • National commercial banks

Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf.

CITIGROUP INC.
Citicorp • October 9th, 2003 • National commercial banks

Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf.

EXHIBIT 1 --------- AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G -------------------------------------------- Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on...
Citicorp • February 17th, 2004 • National commercial banks

Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf.

THIRD SUPPLEMENTAL INDENTURE Dated as of January 23, 2004
Indenture • February 3rd, 2004 • Citicorp • National commercial banks • New York

THIS THIRD SUPPLEMENTAL INDENTURE dated as of January 23, 2004 (the "Supplemental Indenture"), by and among ASSOCIATES FIRST CAPITAL CORPORATION (successor-in-interest to Associates Corporation of North America), a corporation organized and existing under the laws of the State of Delaware ("AFCC"), CITICORP, a corporation organized and existing under the laws of the State of Delaware, as guarantor, and CITIBANK, N. A., as trustee (the "Trustee");

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