SUPPLEMENTAL EXECUTIVE RETIREMENT
                         PLAN OF CITICORP and AFFILIATES

              (as amended and restated effective October 16, 1990)

The purpose of this Plan is solely to provide benefits to an individual who is a
Participant in the Retirement Plan of Citibank, N.A. and Affiliates (the
"Retirement Plan") and a member of a select group of management or highly
compensated employees for purposes of Sections 201, 301 and 401 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

The terms and provisions of this Plan are as follows:

1.       As used in this Plan, the terms "Employer", "Bank", "Participant",
         "Normal Retirement Income", "Early Retirement Income", "Disability
         Retirement Income", "Survivorship Retirement Income", "Additional Early
         Retirement Benefit" and "Additional Disability Retirement Benefit"
         shall have the same meaning as given to them under the Retirement Plan.
         References herein to provisions of the Retirement Plan shall be deemed
         to refer also to such provisions as modified or amended.

         "Eligible Employee" shall mean a Participant (including, the spouse or
         beneficiary of the Participant) who (i) is either an "executive
         officer" (within the meaning of Rule 3b-7 as promulgated under the
         Securities Exchange Act of 1934 as amended) of Citicorp or (ii) has
         been designated by the Chairman of the Board of Directors of Citicorp
         (the "Chairman"), Citicorp of the Board of Directors of Citicorp (the
         "Chairman") and the Personnel Committee of the Board of Directors (the
         "Personnel Committee") of Citibank, N.A. (which designation shall be
         evidenced by inclusion on Schedule A hereto).

         "Selected Participant" shall mean an Eligible Employee who (i) either
         remains employed with Citicorp or any of its Affiliates until such
         individual's Normal, Optional, Mandatory or Disability Retirement Date
         (as defined in Article II of the Retirement Plan) or dies in active
         service (pursuant to Article VI, Section 1 of the Retirement Plan) and
         (ii) has been


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         selected by the Chairman and the Personnel Committee to receive a
         benefit under this Plan.

2.       As long as the Retirement Plan shall remain in effect, there shall
         be paid under this Plan to a Selected Participant (or to the spouse or
         beneficiary of a Selected Participant, as the case may be) such amounts
         of Normal Retirement Income, Early Retirement Income, Disability
         Retirement Income, Survivorship Retirement Income, Additional Early
         Retirement Benefit, Additional Disability Retirement Benefit, or any
         other benefits, including benefits distributed upon termination of the
         Plan, as would have been paid to the Selected Participant (or the
         spouse or beneficiary of a Selected Participant) if the Retirement
         Plan:

         a.       Included within the definitions of Compensation and Average
                  Compensation under Article I, any bonus paid to a
                  Selected Participant under any annual performance bonus plan
                  of Citicorp or any of its Affiliates provided, however, that
                  bonuses relating to service prior to 1991 shall be so included
                  only in the case of Selected Participants who were members of
                  the Policy Committee of Citicorp/Citibank immediately prior to
                  its discontinuance on Ocotber 16, 1990 and only for bonuses
                  payable pursuant to the Citicorp Executive Incentive
                  Compensation Plan; and

         b.       Excluded the limitation on benefits imposed by Section 415 of
                  the Internal Revenue Code of 1986, as amended (the "Code") and
                  the limitation on compensation imposed by Section 401(a)(17)
                  of the Code.

         The benefit so computed shall be reduced by the actual benefits payable
         to or with respect to the Selected Participant under the Retirement
         Plan, the Supplemental ERISA Excess Plan of Citibank, N.A. and
         Affiliates and the Supplemental ERISA Compensation Plan of Citibank,
         N.A. and Affiliates.

3.       Upon the event which gives rise to a payment under this Plan (or as
         soon thereafter as practicable) the Employer shall enter into a
         contract with the Selected Participant or beneficiary entitled to such
         payment, which contract shall stipulate the amount and terms of
         payments to be made under this Plan.


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4.       This Plan shall be an unfunded plan maintained by Citicorp and its
         Affiliates primarily for the purpose of providing deferred compensation
         for a select group of management or highly compensated employees within
         the meaning of Sections 201, 301 and 401 of ERISA.  The Employer shall
         be under no obligation to set aside any funds for the purpose of making
         payments under this Plan.  Any payments hereunder shall be made out of
         the general assets of the Employer.

5.       This Plan shall be administered by the Personnel Committee.

6.       A Selected Participant may make a claim for benefits under this Plan by
         filing a claim in writing with Corporate Human Resources (the "Claims
         Administrator") on a form prescribed by the Personnel Committee.
         Within 90 days after receipt of such claim, the Claims Administrator
         will notify the Selected Participant in writing as to whether the claim
         has been granted or denied in whole or in part.  If the claim is denied
         in whole or in part, the written notification shall set forth the
         following in a manner calculated to be understood by the Selected
         Participant:

                         (1)  the specific reason or reasons for the denial;

                         (2)  specific reference to pertinent Plan provisions on
                              which the denial is based;

                         (3)  a description of any additional material or
                              information necessary for the Selected Participant
                              to perfect the claim and an explanation of why
                              such material or information is necessary; and

                         (4)  an explanation of the review procedures set forth
                              below.


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         Within 60 days after the claim has been denied, the Selected
         Participant may file a written request for review of the denied claim
         with the Claims Administrator.  The Selected Participant shall also be
         entitled to examine pertinent documents and submit issues and comments
         in writing.  Any decision on review shall be in writing, shall include
         specific reasons for the decision (including reference to the pertinent
         Plan provisions on which the decision is based) and shall be written in
         a manner calculated to be understood by the Selected Participant.  Such
         decision shall be made not later than 60 days, or 120 days in special
         circumstances determined by the Claims Administrator, after receipt of
         the Selected Participant's request for review.

7.       The Personnel Committee, shall have the right at any time to amend
         this Plan in any respect, or to terminate this Plan.

8.       This Plan shall terminate when the Retirement Plan terminates.