SUPPLEMENTAL ERISA EXCESS PLAN
                        of CITIBANK, N.A. and AFFILIATES

               (as amended and restated effective January 1, 1989)

This Plan is intended to be an unfunded "excess benefit plan" within the meaning
of Sections 3(36) and 4(b)(5) of the Employee Retirement Income Security Act of
1974. As such, the purpose of this Plan is solely to provide benefits to
Participants in the Retirement Plan of Citibank, N.A. and Affiliates, as amended
and restated from time to time (the "Retirement Plan"), in excess of the
limitations on benefits imposed by Section 415 of the Internal Revenue Code of
1986 as amended (the "Code").

The terms and provisions of this Plan are as follows:

1.   As used in this Plan, the terms "Employer", "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.

2.   As long as the Retirement Plan shall remain in effect, there shall be paid
     under this Plan to a Participant (or to the spouse or beneficiary of the
     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 such a
     Participant (or the spouse or beneficiary of the Participant) under the
     Retirement Plan without regard to the limitation on benefits imposed by
     Section 415 of the Code. Such amounts shall be paid to the Participant (or
     the spouse or beneficiary of such a Participant) on the same terms and
     conditions, at the same times, and pursuant to the same elections made by
     the Participant, as they would have been paid under the Retirement Plan,
     were it not for such limitation on benefits.


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     The benefit so computed shall be reduced by the actual benefit payable to
     or with respect to the Participant under the Retirement Plan.

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 Participant or beneficiary entitled to such payment, which contract
     shall stipulate the amount and terms of payments to be made under this
     Plan.

4.   This Plan shall be an unfunded plan and 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 United States Benefits Committee.

6.   The United States Benefits Committee shall have the right at any time to
     amend this Plan in any respect, or to terminate this Plan.

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