D&B: Your basic business at Citicorp has changed so much over the past decade and so has the banking industry. How has the Citicorp board changed along the way?

Wriston: I think the first major change was when (former Citicorp chairman) Howard Sheperd put in one of the first retirement ages for directors - at that point a brand-new idea. I asked him one time, "Shep, how'd you ever do that?" And he said, "Well, I looked around the table and the oldest man there was 72. So I said that everybody who is now a member will retire at 72. I had all but one vote on that." And he said any new board members coming in would retire at 68. This is fairly common in industry today.

Second, when I came into Citibank, their assets were $4 billion and they earned about $17 million a year. In those days boards sat around and looked at loans of about $50,000 or so. Now we have assets of about $180 billion and earn $1 billion a year. It's perfectly clear a board can't go through 10,000 loans. So a whole loan-review system had to be built.

A third change is we tended to have long meetings devoted to nothing but major events such as an acquisition. I think that's very common now.

D&B: When you look back on your chairmanship of Citicorp, what decisions stick with you as being particularly wrenching for the board?

Wriston: When you want to go into a new line of business is one. You have all your marketing data and everything, but to get from here to there you might lose $100 million or $200 million, although the long-term benefit to share-owners would be high - well, that's a very tough call for directors. We did that in our consumer business. We lost lots of money. Now it makes lots of money. Divestitures are hard for directors. Takeover bids are the worst. Then the board has a horrendous job deciding on relative valuations of the company, assessing the nature of the fellow making the bid, deciding whether to have a poison pill or other takeover defense, deciding whether the offer is good for everybody. That is probably the worst thing in modern times that boards can go through.