Exhibit 10.20.2

                             FIRST AMENDMENT TO THE
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      The Supplemental Executive Retirement Plan of Citicorp and Affiliates, as
      amended and restated effective January 1, 1998 (the "Plan"), is hereby
      amended as follows:

      1.    The definition of Covered Compensation in Section 2(a) of the Plan
            is amended by deleting the period (".") and adding at the end
            thereof the following:

                        "; provided, however, that, for each Plan Year beginning
                        after 1998, a Participant's Covered Compensation for
                        such year may not exceed an amount determined in
                        accordance with the formula A x (1.06)N, where "A" is a
                        Participant's Target Cash Compensation for 1998 and "N"
                        is the difference that results from subtracting 1998
                        from the then current calendar year."

      2.    The definition of "Current-Year Participant" in Section 2(a) of the
            Plan is amended by deleting the period (".") and adding at the end
            thereof the following:

                        "; provided, however, that, for Plan Years beginning
                        after 1999, (i) only Protected Participants shall be
                        Current-Year Participants and (ii) unless the Committee
                        determines otherwise, no Eligible Employee other than a
                        Protected Participant shall earn additional benefits
                        under the Plan."

      3.    The definition of "Retirement Plan" in Section 2(a) of the Plan is
            amended by deleting the words "as the same may be amended from time
            to time, and any successor plan thereto." and replacing such words
            with the following:

                        "as in effect on December 31, 1999."

      4.    Section 2(a) of the Plan is amended by adding after the definition
            of "Retirement Plan" the following:

                              "Target Cash Compensation for 1998" means, with
                        respect to each Participant, the amount determined by
                        the Committee equal to the sum of the Participant's
                        annual rate of base salary as of December 31, 1998 and
                        target Bonus Pay for 1998."

      5.    Section 3(d) of the Plan is amended by adding at the end thereof the
            following:

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                        "Anything in the Plan to the contrary notwithstanding,
                        benefits under the Plan shall not be payable in a lump
                        sum unless (i) the Participant participates after
                        December 31, 1999 in the tax qualified cash account
                        balance retirement plan which is the successor to the
                        Retirement Plan (the "CBP"), (ii) the Participant has
                        the right to elect to receive under the CBP the portion
                        of his Retirement Benefit accrued under the Retirement
                        Plan as of December 31, 1999 in a lump sum (the
                        "Pre-2000 Benefit") and (iii) at the time of the
                        Participant's retirement, the Participant elects under
                        the CBP to receive the Pre-2000 Benefit in a lump sum."

      6.    The Plan is amended by adding at the end thereof the following:

                              "10. Closed to New Participants. Anything in the
                        Plan to the contrary notwithstanding, unless the
                        Committee determines otherwise, effective as of December
                        31, 1999, the Plan shall be closed to new Participants."

      7.    This amendment to the Plan shall be effective as of January 1, 1999.
            Except as amended hereby, the Plan shall remain in full force and
            effect.