CITICORP

                           DEFERRED COMPENSATION PLAN

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                                    CITICORP

                           DEFERRED COMPENSATION PLAN


     CITICORP and its  affiliates  (the  "Corporation")  hereby  establish  this
DEFERRED  COMPENSATION  PLAN (the "Plan"),  effective October 1995, to promote a
greater interest in ensuring the Corporation's  continuing success and sustained
performance   over  the   long-term  by  providing  an   opportunity   to  defer
compensation.


                                    ARTICLE 1
                                   DEFINITIONS

     1.1 A VARIABLE  COMPENSATION  AWARD  shall  mean the award the  Participant
earns under the Corporation's Individual Variable Compensation Award arrangement
for the designated Plan Year.

     1.2 ACCOUNT shall mean a Mandatory Deferral Account or a Voluntary Deferral
Account.

     1.3  BENEFICIARY  shall mean the person or persons or entity  designated in
accordance with Article 10 to receive survivor balances.

     1.4  BENEFICIARY  ELECTION  FORM shall mean the  Beneficiary  Election Form
described in Article 10.

     1.5 BOARD shall mean the Board of Directors of Citicorp.

     1.6 CHANGE OF CONTROL shall mean the occurrence of any of the following:

          1.6.1 any person, including a "person" as such term is used in Section
     14(d)(2) of the  Securities  Exchange Act of 1934 (a "Person"),  becoming a
     beneficial  owner  (as  such  term is  defined  in  Rule  13d-3  under  the
     Securities Exchange Act of 1934), directly or indirectly,  of securities of
     Citicorp  representing  25%  or  more  of  the  combined  voting  power  of
     Citicorp's then outstanding securities;

          1.6.2 any  transaction  occurring  with  respect to Citicorp  which is
     subject to the prior notice  requirements of the Change in Bank Control Act
     of 1978;

          1.6.3 any  transaction  occurring  with respect to Citicorp which will
     require a "company" as defined in the Bank Holding  Company Act of 1956, as

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     amended,  to obtain  prior  approval  of the  Federal  Reserve  Board under
     Regulation Y;

          1.6.4 any plan or  proposal  for the  liquidation  of  Citicorp  being
     adopted by the stockholders of Citicorp; or

          1.6.5  individuals  who, as of the date of this Plan,  constitute  the
     Board (the "Incumbent Board") ceasing for any reason to constitute at least
     a majority of the Board; provided,  however, that any individual becoming a
     director  subsequent to the effective date of this Plan whose election,  or
     nomination for election by Citicorp's shareholders,  was approved by a vote
     of at least a majority of the directors then comprising the Incumbent Board
     shall  be  considered  as  though  such  individual  were a  member  of the
     Incumbent Board, but excluding, for this purpose, any such individual whose
     initial  assumption  of  office  occurs  as a result of either an actual or
     threatened  election  contest  (as such  terms  are used in Rule  14a-11 of
     Regulation 14A  promulgated  under the Securities  Exchange Act of 1934) or
     other  actual or  threatened  solicitation  of proxies or consents by or on
     behalf of a Person other than the Board;

     provided,  however,  that  notwithstanding  the  foregoing,  the  following
acquisition  of shares or other  securities of Citicorp  shall not  constitute a
Change of Control: (A) any acquisition directly from Citicorp, respectively; (B)
any  acquisition by Citicorp;  and (C) any  acquisition by any employee  benefit
plan (or related trust)  sponsored or maintained by Citicorp or any  corporation
controlled by Citicorp.

     Any good faith  determination by the Incumbent Board of whether a Change of
Control within the meaning of this definition has occurred shall be conclusive.

     1.7 DEFERRED  PAYMENT  YEAR shall mean the year elected by the  Participant
for the  payment  or  commencement  of  payment of  Voluntary  Deferral  Account
Balances,  as  described  in Article 7. The  Deferred  Payment Year shall not be
earlier  than five years  after the date of  deferral  or later than the year in
which the Participant will attain age 70.

     1.8 ELIGIBLE  EXECUTIVE  shall mean a US employee of the  Corporation  or a
member of the Corporation's  International  Staff, who (i) is a senior executive
or in a Corporate Leverage Position, and (ii) qualifies as a member of a "select
group of management or highly compensated employees" under ERISA;

     provided,  however,  that in the case of an employee of the Corporation who
meets  the  foregoing  requirements  except  that such  employee  is not a US or
International  Staff employee,  such employee may, in the sole discretion of the
Plan  Committee,  be treated as an Eligible  Executive  for all  purposes of the
Plan,  or only for such  purposes  as may be  designated  by the Plan  Committee
(including,  without  limitation,  for  purposes of the  provisions  of the Plan
relating  to the  deferral  of a portion of a Variable  Compensation  Award to a
Mandatory Deferral Account).

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     1.9 ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
as amended.

     1.10  INVESTMENT  ALTERNATIVE  shall  mean one of the  simulated  financial
investments  designated  by the Plan  Committee  each Plan Year for  purposes of
calculating  gains,  losses,  or  earnings  to be  credited  to a  Participant's
Voluntary Deferral Accounts.

     1.11  LEAVE  OF  ABSENCE  shall  mean any  disability  which  entitles  the
Participant  to  disability  benefits  under the Citibank  Long-Term  Disability
Program.

     1.12  MANDATORY  DEFERRAL  ACCOUNT  shall mean the  "Restricted  Stock Unit
Account"  established  as a result of the  mandatory  deferral of a portion of a
Participant's Variable Compensation Award pursuant to paragraph 3.1.

     1.13 MANDATORY  DEFERRAL  ACCOUNT BALANCE shall mean each deferred  balance
which may become  payable  with  respect to the  Mandatory  Deferral  Account as
described in Article 6.

     1.14  PARTICIPANT  shall  mean an  Eligible  Executive  who has  elected to
participate in the Plan and has completed a Participation Election Form pursuant
to Article 2.

     1.15 PARTICIPATION ELECTION FORM shall mean a written agreement between the
Corporation  and the  Participant,  entered into pursuant to Article 2, by which
the  Participant  elects to  participate in the Plan and provides the details of
such participation.

     1.16 PERSONNEL COMMITTEE shall mean the Personnel Committee of the Board.

     1.17 PLAN  COMMITTEE  shall mean the  committee  appointed by the Personnel
Committee to administer the Plan pursuant to Article 9.

     1.18 PLAN YEAR shall mean the calendar year.

     1.19  RETIREMENT  shall mean the  Participant's  termination  of employment
after  attaining age 55, except for an involuntary  termination  which is not on
account of job discontinuance, redundancy or poor performance.

     1.20  UNSCHEDULED  WITHDRAWAL shall mean a distribution of all or a portion
of  the  amount  credited  to  the  Participant's  Voluntary  Deferral  Accounts
requested by the Participant pursuant to the provisions of paragraph 7.6.

     1.21  VOLUNTARY  DEFERRAL  shall mean  voluntary  deferrals  elected  under
paragraph 4.2.

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     1.22 VOLUNTARY  DEFERRAL ACCOUNT shall mean each Account  established for a
Participant pursuant to paragraph 3.2.

     1.23 VOLUNTARY  DEFERRAL  ACCOUNT  BALANCE shall mean the deferred  balance
which may  become  payable to the  Participant  with  respect to each  Voluntary
Deferral Account as described in Article 7.


                                    ARTICLE 2
                                  PARTICIPATION

     2.1 PARTICIPATION  ELECTION  FORM/ANNUAL  DEFERRAL.  An Eligible  Executive
shall become a Participant  in the Plan on the first day of the month  following
his appointment as an Eligible Executive and submission to the Plan Committee of
a Participation  Election Form and a Beneficiary Election Form. To be effective,
the  Eligible  Executive  must submit the  Participation  Election  Form and the
Beneficiary  Election Form to the Plan Committee  during the  enrollment  period
described  in  paragraph  2.4. In these  forms,  the  Eligible  Executive  shall
designate a Beneficiary,  any Voluntary  Deferral for the covered Plan Year, the
Deferred  Payment  Year,  the  form  of  balance  distributions,  the  simulated
investment  alternative(s)  for  crediting  gains,  losses  or  earnings  to the
Participant's  Accounts,  and any other information or elections required by the
Plan Committee.

     2.2 CONTINUATION OF PARTICIPATION. An Eligible Executive who has elected to
participate in the Plan shall continue as a Participant in the Plan for purposes
of amounts credited to a Mandatory  Deferral or Voluntary  Deferral Account even
though such executive ceases to be an Eligible Executive but otherwise continues
his employment.  However,  a Participant shall not be eligible for new deferrals
to such  Accounts  during a Plan Year  unless  the  Participant  is an  Eligible
Executive for such Plan Year.

     2.3  IRREVOCABLE  ELECTIONS.  Participation  Election Forms accepted by the
Plan Committee shall be irrevocable.

     2.4  ENROLLMENT  PERIOD.  The  enrollment  period  shall  be  at  the  time
designated by the Plan Committee,  but shall end prior to October 31 of the year
preceding the Plan Year (December 29, 1995 in the case of the 1996 Plan Year) in
which the Variable  Compensation  Award to which such  election  relates will be
earned;  provided that the enrollment  period may,  under special  circumstances
determined by the Plan Committee in its sole discretion, be extended.

                                    ARTICLE 3
                                DEFERRAL ACCOUNTS

     3.1 MANDATORY  DEFERRAL  ACCOUNTS.  The Corporation  shall establish on its
books a  Mandatory  Deferral  Account for each  Participant  in each year that a
Participant  receives a Variable  Compensation Award and the Personnel Committee
specifies that a portion of the award will be automatically deferred.

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     3.2 VOLUNTARY  DEFERRAL  ACCOUNTS.  The Corporation  shall establish on its
books a  Voluntary  Deferral  Account for each  Participant  in each year that a
Participant  elects  Voluntary  Deferrals  under  paragraph 4.2. The Participant
shall elect a Deferred Payment Year for each such Account elected.  The election
of a Deferred Payment Year for an Account is irrevocable.

     3.3 BOOKKEEPING  ACCOUNTS.  The Mandatory  Deferral and Voluntary  Deferral
Accounts are solely an accounting  device for measuring the balance(s)  that may
become payable to a Participant under this Plan.  Participants and Beneficiaries
shall at all times be general  unsecured  creditors of the  Corporation  for the
payment of Account  balances,  with no special or prior right to any Corporation
assets.  The Plan  constitutes a mere promise by the  Corporation to pay Account
balances in the future.

     3.4  STATEMENT  OF  ACCOUNTS.  The Plan  Committee  shall  provide  to each
Participant  periodic  statements  setting  forth the  balance  of the  Accounts
maintained for such Participant.


                                    ARTICLE 4
                      VARIABLE COMPENSATION AWARD DEFERRALS

     4.1 MANDATORY  DEFERRALS.  The Corporation  shall credit to a Participant's
Mandatory  Deferral  Account the portion,  if any, of the Variable  Compensation
Award payable for a Plan Year for which the Participant is an Eligible Executive
and for which such portion has been mandatorily deferred by the Corporation.

     4.2 VOLUNTARY DEFERRALS

          4.2.1 DEFERRAL  ELECTION.  A Participant can elect a Deferral  Payment
     Year for a percentage of the Variable  Compensation  Award  remaining after
     any required  deferral under  paragraph 4.1. Such election shall be made in
     the  year  immediately  preceding  the  Plan  Year in  which  the  Variable
     Compensation  Award to which such  election  relates  will be  earned.  The
     percentage  deferred  shall be stated as a whole  number and within a range
     periodically  established by the Plan  Committee.  The Participant can also
     elect to express his deferral election as a percentage applicable to only a
     portion of the Variable  Compensation Award over a minimum amount specified
     by the Plan Committee which would not be deferred.

          4.2.2  CREDITING   ACCOUNT.   The   Corporation   shall  credit  to  a
     Participant's   Voluntary   Deferral   Account   the   percentage   of  the
     Participant's  Variable  Compensation  Award the Participant has elected to
     defer.

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     4.3 TIMING OF CREDITS.

          4.3.1 MANDATORY  DEFERRAL  ACCOUNT.  The Corporation  shall credit any
     required Variable  Compensation  Award deferrals to the Mandatory  Deferral
     Accounts  as of the same day of the month in which the  amounts  would have
     been paid to the Participant but for the deferral.

          4.3.2 VOLUNTARY DEFERRALS.  The Corporation shall credit any voluntary
     Variable Compensation Award deferrals to the Voluntary Deferral Accounts as
     of the same day of the month in which the  amounts  would have been paid to
     the Participant but for the deferral.

     4.4 VESTING.

          4.4.1 MANDATORY DEFERRAL ACCOUNTS.  The Participant's right to receive
     Variable  Compensation  Awards deferred to the Mandatory  Deferral Accounts
     and gains,  losses,  and earnings thereon shall be 100% vested, and will be
     subject to the terms and conditions of the Plan.

          4.4.2 VOLUNTARY DEFERRALS. The Participant's right to receive Variable
     Compensation  Awards deferred to the Voluntary Deferral Accounts and gains,
     losses, and earnings thereon shall be 100% vested at all times.

     4.5 TERMINATED  PARTICIPANT.  No Variable Compensation Award deferral shall
be credited to the Account of a Participant  who terminates  employment with the
Corporation  prior to  December 31 of the Plan Year  preceding  the Plan Year in
which the Variable  Compensation  Award to which such  election  relates will be
earned.


                                    ARTICLE 5
                                GAINS AND LOSSES

     5.1 MANDATORY DEFERRAL ACCOUNT

          5.1.1  INITIAL  CREDITING OF RESTRICTED  STOCK UNITS.  Once the dollar
     value of the Mandatory Deferral portion of the final Variable  Compensation
     Award has been  established,  the Corporation will credit  restricted stock
     units with an equivalent  value to the  Mandatory  Deferral  Accounts.  The
     number of restricted stock units credited to each Account shall be based on
     the average of the high and low share price of Citicorp common stock on the
     New York Stock  Exchange as reported in The Wall Street Journal for date of
     the grant.

          5.1.2 CREDITING OF GAINS, LOSSES, AND EARNINGS.  The Corporation shall
     credit gains,  losses, and earnings to the Mandatory Deferral Account as of
     the  last  business  day of each  month  and as of the  day  the  Mandatory

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     Deferral  Account Balance is paid or rolled over pursuant to paragraph 6.7.
     The Corporation  shall determine the value of restricted  stock units using
     the average of the high and low share price of Citicorp common stock on the
     New York Stock Exchange as reported in The Wall Street Journal for the last
     business day of the month. The crediting rate for such purposes shall equal
     the rate of return  (positive or  negative) as if the Account  balance were
     invested in Citicorp common stock.

          5.1.3 DIVIDENDS.  The Corporation shall credit  additional  amounts to
     the Mandatory  Deferral  Account to reflect any dividends  paid on Citicorp
     common  stock  while  the  Participant  has a  Mandatory  Deferral  Account
     Balance.  The dividend equivalents credited shall be based on the number of
     restricted  stock  units of such  common  stock  reflected  in the  Account
     balance on the Citicorp dividend record date of such dividend  equivalents.
     The  credit of  dividend  equivalents  shall  automatically  be  notionally
     re-invested  in  restricted  stock  units of  Citicorp  common  stock.  The
     Corporation  shall determine the number of restricted stock units using the
     average of the high and low share price of Citicorp common stock on the New
     York Stock  Exchange as reported in The Wall Street  Journal for the record
     date on which such dividends are declared.

          5.1.4 NO BROKERAGE FEES. The  Corporation  shall not reduce credits to
     the Mandatory Deferral Account by any brokerage fees.

     5.2 VOLUNTARY DEFERRAL ACCOUNTS.

          5.2.1 CREDITING OF GAINS, LOSSES, AND EARNINGS.  The Corporation shall
     credit gains, losses, and earnings to the Voluntary Deferral Accounts as of
     the end of each month  (including  during the  Voluntary  Deferral  Account
     payment period) and as of the date the amount representing the last credits
     in the Account is paid.  The crediting  rate for such purposes  shall equal
     the  notional  rate of return  (positive  or  negative)  of the  Investment
     Alternative(s) selected by the Participant for the same period, taking into
     account  any  fees or  charges  which  would  have  been  incurred  had the
     Voluntary  Deferral  Account  actually  been  invested  in  the  Investment
     Alternatives.

          5.2.2 INVESTMENT ALTERNATIVES.  The available Investment Alternatives,
     and the rules and procedures for allocating the Voluntary Deferral Accounts
     among  such   options   (including   the   frequency  of  changes  to  such
     allocations),  shall be determined by the Plan Committee from time to time.
     The Plan Committee, may in its sole discretion, amend the Plan's Investment
     Alternatives  from  time to  time.  In  addition,  the Plan  Committee  may
     restrict  Participants from selecting certain Investment  Alternatives,  or
     may alter  election  procedures,  if necessary or advisable in light of the
     requirements  of  Section  16(b) of the  Securities  Exchange  Act of 1934.
     Neither the Plan Committee, the Personnel Committee,  the Corporation,  the
     Board nor any member of the Board or any agent, employee or advisor of such
     bodies shall be liable for the  performance  or lack of  performance of any
     Investment Alternatives.

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     5.3 VALUATION DATE. The valuation date for determining  credits to lump sum
payments (other than payments on the Participant's  Retirement) shall be the day
of the  month  on  which  the  event  giving  rise  to the  payment  (e.g.,  the
Participant's  termination of employment,  the Deferred Payment Year, or request
for Unscheduled  Withdrawal)  occurs. The valuation date for determining credits
to lump sum payments following  Retirement and to installment  payments shall be
November 30 of the year preceding the year in which such payments will be made.


                                    ARTICLE 6
                       MANDATORY DEFERRAL ACCOUNT BALANCES

     6.1  CALCULATION.  The  Corporation  shall track  separately  each Variable
Compensation  Award  deferral  under  paragraph  4.1,  together with the amounts
credited  under  paragraph 5.1 to each such  deferral.  The  Mandatory  Deferral
Account Balance for each separate Variable  Compensation Award deferred shall be
an amount equal to the initial  portion of such award  credited  plus the gains,
losses or earnings from such date to the valuation date.

     6.2  NORMAL  PAYMENT.  The  Corporation  shall pay to the  Participant  the
Mandatory  Deferral  Account Balance accrued from such Award following the fifth
anniversary  of  the  crediting  of  the   applicable   portion  of  a  Variable
Compensation Award to the Mandatory Deferral Account.  The Corporation shall pay
the  Mandatory  Deferral  Account  Balance in a lump sum cash payment as soon as
practicable after such fifth anniversary.  Payment of Mandatory Deferral Account
Balances  under  this  paragraph  6.2  shall  not  apply to any  portion  of the
Mandatory  Deferral  Account  for  which  the  Participant  elects a  continuing
deferral under paragraph 6.7.

     6.3 PAYMENT UPON TERMINATION OF EMPLOYMENT.

          6.3.1  VOLUNTARY.  In the  event  of a  voluntary  termination  of the
     Participant's employment,  the Corporation shall pay to the Participant the
     Mandatory  Deferral  Account  Balance  on  the  fifth  anniversary  of  the
     crediting of the applicable portion of a Variable Compensation Award to the
     Mandatory  Deferral Account.  No additional  dividend  equivalents shall be
     credited to the Account  after the  Participant's  date of  termination  of
     employment.  At the time payment is to be made, the  Corporation  shall pay
     the lesser of: (i) the value of the  Account  based upon the share price of
     Citicorp  common stock on the New York Stock  Exchange,  as reported in The
     Wall Street  Journal,  as of the fifth  anniversary of the crediting of the
     applicable  portion of the  Variable  Compensation  Award to the  Mandatory
     Deferral  Account  (or, if no trades were  reported  for such day, the next
     preceding  business  day), or (ii) the value of the Account based upon such
     share price as of the date of the Participant's  termination of employment.
     The Corporation shall pay the Mandatory  Deferral Account Balance in a lump
     sum cash payment as soon as practicable after the fifth anniversary.

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          6.3.2  INVOLUNTARY.  In the event of an  involuntary  termination of a
     Participant's employment on account of job discontinuance,  redundancy,  or
     poor  performance,  the  Corporation  shall  pay  to  the  Participant  the
     Mandatory  Deferral Account Balance  following the fifth anniversary of the
     crediting of the applicable portion of a Variable Compensation Award to the
     Mandatory  Deferral  Account.  The  Corporation  shall  pay  the  Mandatory
     Deferral  Account Balance in a lump sum cash payment as soon as practicable
     after the fifth anniversary.  The Participant shall not be allowed to elect
     a continuing deferral under Section 6.7.

     In the event of an  involuntary  termination  of  employment  other than on
     account of job discontinuance, redundancy, or poor performance, the payment
     provision set forth under paragraph 6.3.1 will apply.

     6.4 SURVIVOR  BALANCES.  If the  Participant  dies prior to  termination of
employment, the Corporation shall pay to the Participant's Beneficiary an amount
equal to the  balance  of the  Participant's  Mandatory  Deferral  Account.  The
Corporation  shall pay such amount to the Beneficiary in a cash lump sum as soon
as practicable  after the Participant's  death.  Neither the Participant nor the
Participant's  Beneficiary shall be allowed to elect a continuing deferral under
paragraph 6.7.

     6.5 LEAVE OF ABSENCE.  In the event of the Participant's  Leave of Absence,
the  Corporation  shall pay to the Participant  the Mandatory  Deferral  Account
Balance  following  the fifth  anniversary  of the  crediting of the  applicable
portion of a Variable  Compensation Award to the Mandatory Deferral Account. The
Corporation shall pay the Mandatory  Deferral Account Balance in a lump sum cash
payment as soon as  practicable  after the fifth  anniversary.  The  Participant
shall not be allowed to elect a continuing deferral under paragraph 6.7.

     6.6  RETIREMENT.  In  the  event  of  the  Participant's  Retirement,   the
Corporation shall pay to the Participant the Mandatory  Deferral Account Balance
following the fifth anniversary of the crediting of the applicable  portion of a
Variable  Compensation Award to the Mandatory Deferral Account.  The Corporation
shall pay the Mandatory  Deferral  Account Balance in a lump sum cash payment as
soon as practicable  after the fifth  anniversary.  The Participant shall not be
allowed to elect a continuing deferral under paragraph 6.7.

     6.7 ELECTIVE  DEFERRAL  CONTINUATION.  In the fourth year after the year in
which the applicable  portion of a Variable  Compensation  Award was credited to
the Mandatory Deferral Account,  during an election period specified by the Plan
Committee,  the Participant may elect to postpone  distribution of the Mandatory
Deferral  Account Balance  attributable to such deferred  Variable  Compensation
Award by having such amount credited to a Voluntary Deferral Account. The credit
shall be made at the same time the Mandatory  Deferral  Account Balance for such
amounts would have been paid to the Participant but for such election. Following
the crediting to a Voluntary Deferral Account,  such amounts shall be subject to
all the terms of the Voluntary Deferral Accounts.

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                                    ARTICLE 7
                       VOLUNTARY DEFERRAL ACCOUNT BALANCES

     The  provisions of this Article 7 shall apply  separately to each Voluntary
Deferral Account created for each Participant.

     7.1 CALCULATION.  The Voluntary Deferral Account Balance shall be an amount
equal  to the  portion  of the  Variable  Compensation  Awards  credited  to the
Voluntary Deferral Account plus the gains,  losses, or earnings from the date of
crediting to the valuation date.

     7.2  DISTRIBUTION  UPON  RETIREMENT.  The  provisions of this paragraph 7.2
apply to distributions from a Voluntary Deferral Account on or after Retirement.

          7.2.1 ENTITLEMENT.  The Participant shall be entitled to distributions
     under this  paragraph 7.2 upon  Retirement,  unless payment would cause the
     Corporation  to lose a tax  deduction,  in which case the  Corporation  may
     postpone  payment  until the beginning of the next fiscal year or longer if
     necessary to retain a tax deduction.

          7.2.2  FORM OF  PAYMENT.  The  Corporation  shall  pay  the  Voluntary
     Deferral  Account Balance in the year or the years the Participant  elected
     for such Account.  Permissible  forms of payment shall be determined by the
     Plan  Committee,  but  shall  include  a cash  lump sum  payment  or annual
     installments  over a period of up to 15 years.  Absent an  election  by the
     Participant, the Voluntary Deferral Account Balance shall be paid in a cash
     lump sum payment.  The Participant's  election shall be as indicated on the
     Participation   Election  Form  on  which  the  Participant  first  elected
     deferrals to such Account,  unless the Participant elected a different form
     of payment by a written  election filed with the Plan Committee at least 13
     months prior to the Deferred Payment Year, in which case the different form
     elected shall control. However, the Plan Committee, in its sole discretion,
     may ignore any change in the form of payment  elected by the Participant if
     it  determines  that the ability to make such changes  causes the Voluntary
     Deferral  Account  Balance to become  taxable to the  Participant  prior to
     actual receipt of the deferral payments. If installment payments apply, the
     Plan  Committee  shall  adjust  the amount of each  installment  to reflect
     gains,  losses,  and earnings  credited to the Account  during the deferral
     payment period.

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          7.2.3 TIMING.  The Corporation  shall commence  payments no later than
     January 31 of the  Deferred  Payment  Year unless  payment  would cause the
     Corporation  to lose a tax  deduction,  in which case the  Corporation  may
     postpone  payment  until the beginning of the next fiscal year or longer if
     necessary to retain a tax deduction.

     7.3 PRE-DETERMINED WITHDRAWALS

     The  provisions  of this  paragraph  7.3  apply if the  Participant  elects
in-service  distributions  from a Voluntary  Deferral  Account by  specifying  a
Deferred Payment Year on the  Participation  Election Form creating such Account
during which such Participant remains employed.

          7.3.1 ENTITLEMENT.  If the Participant continues to be employed by the
     Corporation to the Deferred  Payment Year, the  Corporation  shall commence
     payment to the Participant of the Voluntary Deferral Account Balance.

          7.3.2  FORM OF  BALANCE.  The  Corporation  shall  pay  the  Voluntary
     Deferral Account Balance in a cash lump sum or annual  installments  over a
     period of up to 15 years.

          7.3.3  TIMING.  The  Corporation  shall  pay or  commence  to pay  the
     Voluntary  Deferral  Account  Balance no later than  January 31 of the year
     specified,  unless  payment  would  cause  the  Corporation  to  lose a tax
     deduction  in which case the  Corporation  may postpone  payment  until the
     beginning  of the next fiscal year or longer if  necessary  to retain a tax
     deduction.

     7.4 LEAVE OF ABSENCE.  In the event of the Participant's  Leave of Absence,
the Corporation shall pay the Participant the Voluntary  Deferral Account in the
manner elected in his  Participation  Election Form,  unless payment would cause
the  Corporation  to lose a tax  deduction,  in which case the  Corporation  may
postpone  payment  until  the  beginning  of the next  fiscal  year or longer if
necessary to retain a tax deduction.  Upon any such Leave of Absence,  deferrals
into a Voluntary Deferral Account for the Participant will cease.

     7.5 EARLY  TERMINATION  BALANCES.  If the  employment of a  Participant  is
terminated prior to age 55 for reasons other than Leave of Absence or death, the
Corporation shall pay the Voluntary  Deferral Account Balance to the Participant
in a cash lump sum as soon as  practicable  after the date of such  termination;
unless payment would cause the  Corporation  to lose a tax  deduction,  in which
case the Corporation may postpone payment until the beginning of the next fiscal
year or longer if necessary to retain a tax deduction.

<PAGE>

     7.6 UNSCHEDULED WITHDRAWALS

          7.6.1 GENERAL  PROVISIONS.  A Participant  may request an  Unscheduled
     Withdrawal  of all or any portion of the entire  amount  credited to one or
     more of the  Participant's  Voluntary  Deferral  Accounts,  subject  to the
     following  restrictions:  (i) the  minimum  withdrawal  shall be 25% of the
     balance of the specified Account,  (ii) an election to withdraw 75% or more
     of the Account  balance  shall be deemed to be an election to withdraw  the
     entire Account  balance,  (iii) an Unscheduled  Withdrawal may be made only
     once a year,  and (iv) the  Corporation  shall deduct (and retain) from the
     Unscheduled  Withdrawal a forfeiture amount of 10% of the amount withdrawn,
     or such other greater amount as the Plan Committee determines. In addition,
     if the  Participant  is  employed  by the  Corporation  at the  time of the
     withdrawal,  (i)  deferrals  into a  Voluntary  Deferral  Account  for  the
     Participant  shall cease,  and (ii) the  Participant  shall not  recommence
     deferrals under the Plan until after the end of the Plan Year following the
     Plan Year in which the election for the Unscheduled Withdrawal is made.

          7.6.2 TIMING OF PAYMENT.  The  Corporation  shall pay the  Unscheduled
     Withdrawal  amount as soon as practicable after receiving the request under
     paragraph  7.6.1,  unless payment would cause the Corporation to lose a tax
     deduction,  in which case the  Corporation  may postpone  payment until the
     beginning  of the next fiscal year or longer if  necessary  to retain a tax
     deduction.

     7.7  SURVIVOR  BALANCES.   If  the  Participant  dies  prior  to  or  after
termination  of  employment  the  Corporation  shall  pay to  the  Participant's
Beneficiary  an amount equal to the  Participant's  Voluntary  Deferral  Account
Balance. The Corporation shall pay such amount to the Beneficiary in a cash lump
sum as soon as practicable after the Participant's  death,  unless payment would
cause the Corporation to lose a tax deduction, in which case the Corporation may
postpone  payment  until  the  beginning  of the next  fiscal  year or longer if
necessary to retain a tax deduction.

     7.8 SMALL BALANCE EXCEPTION.  Notwithstanding any of the foregoing,  if the
sum of all  amounts  payable  to the  Participant  from all  Voluntary  Deferral
Accounts is no greater than $10,000 (or such other amount as the Plan  Committee
may  determine  from  time  to  time),  the  Plan  Committee  may,  in its  sole
discretion,  elect to pay such  balances  in a cash lump sum.  If the sum of all
installment  payments  is less  than  $300 (or  such  other  amount  as the Plan
Committee may determine from time to time),  the Plan Committee may, in its sole
discretion, elect to shorten the applicable payment period.

                                    ARTICLE 8
                         CONDITIONS RELATED TO BALANCES

     8.1  NONASSIGNABILITY.  The amounts in a Participant's  Accounts may not be
alienated, assigned, transferred, pledged or hypothecated by or to any person or
entity, at any time or in any manner whatsoever,  and may not be garnished by or
made  subject in any manner to the claims of  creditors  of any  Participant  or
Beneficiary thereof or any other claimants.

<PAGE>

     8.2 PROVIDING INFORMATION. Participants shall be required to cooperate with
the  Corporation  by furnishing  any and all  information  requested by the Plan
Committee in order to facilitate the payment of Account balances thereunder.

     8.3 TAX  WITHHOLDING.  Any federal,  state or local income tax  withholding
requirements and Social Security or other employee tax  requirements  applicable
to deferrals under this Plan shall be withheld from the amount deferred,  with a
corresponding reduction in the amount credited to the Participant's Accounts.


                                    ARTICLE 9
                             ADMINISTRATION OF PLAN

     The Plan Committee shall be appointed by the Personnel  Committee,  or such
Senior officer as delegated by the Committee,  and shall administer the Plan and
interpret,  construe and apply its provisions in accordance with its terms.  The
Plan  Committee  shall  further  establish,  adopt  or  revise  such  rules  and
regulations as it may deem necessary or advisable for the  administration of the
Plan.  All  decisions  of the Plan  Committee  shall be final and  binding.  The
individuals  serving on the Plan Committee  shall be Senior officers and, except
as prohibited by law, shall be indemnified  and held harmless by the Corporation
from any and all liabilities, costs, and expenses (including legal fees), to the
extent not covered by liability insurance arising out of any action taken by any
member of the Plan  Committee  with respect to the Plan,  unless such  liability
arises from the individual's own gross negligence or willful misconduct.


                                   ARTICLE 10
                             BENEFICIARY DESIGNATION

     The Participant  shall have the right, at any time, to designate any person
or persons as  Beneficiary  (both primary and  contingent) to whom payment under
the Plan shall be made in the event of the Participant's  death. The Beneficiary
designation  shall  be  effective  when  it  is  submitted  in  writing  by  the
Participant  to the  Plan  Committee  during  the  Participant's  lifetime  on a
Beneficiary Designation Form prescribed by the Plan Committee.

     The  submission  of a new  Beneficiary  designation  shall cancel all prior
Beneficiary designations. Any finalized divorce or marriage (other than a common
law  marriage)  of a  Participant  subsequent  to  the  date  of  a  Beneficiary
designation  shall  revoke such  designation,  unless in the case of divorce the
previous  spouse was not  designated  as  Beneficiary  and unless in the case of
marriage  the  Participant's  new  spouse  has  previously  been  designated  as
Beneficiary.  The  spouse  of a married  Participant  domiciled  in a  community
property  jurisdiction shall join in any designation of a Beneficiary other than
the spouse.

<PAGE>

     If a Participant  fails to designate a Beneficiary as provided above, or if
the  Beneficiary  designation  is revoked by  marriage,  divorce,  or  otherwise
without  execution  of a new  designation,  or if every person  designated  as a
Beneficiary  predeceases the Participant or dies prior to complete  distribution
of the Participant's Account balances,  then the Plan Committee shall direct the
distribution of such balances to the Participant's estate.


                                   ARTICLE 11
                        AMENDMENT AND TERMINATION OF PLAN

     11.1  AMENDMENT/TERMINATION  OF PLAN.  The Plan  Committee  may at any time
amend or terminate  the Plan in whole or in part,  provided,  however,  that any
such  amendment  or  termination  shall not  decrease  a  Participant's  Account
balances.  The Corporation  specifically  retains the right to amend the methods
for determining gains, losses, and earnings on accounts, provided, however, that
any such amendment shall not decrease the Participant's Account balances.

     11.2 CONSTRUCTIVE  RECEIPT  TERMINATION.  If the Plan Committee  determines
that  amounts  deferred  under  the Plan have been  constructively  received  by
Participants  and must be recognized as income for federal  income tax purposes,
the Plan shall terminate (or relevant portion thereof) and  distributions  shall
be made to Participants in accordance with the provisions of paragraph 11.3. The
determination  of the Plan Committee  under this paragraph 11.2 shall be binding
and conclusive.

     11.3 PAYMENT OF  BALANCES.  If the  Corporation  terminates  the Plan,  the
Corporation shall pay to the Participant  Voluntary Deferral Account Balances in
monthly  installments over a 36-month period,  with crediting of gains,  losses,
and earnings under Article 5 continuing during such period;  provided,  however,
that if such termination  affects only a portion of the Plan under Section 11.2,
such  payments  shall be made only with respect to Account  balances for which a
constructive receipt determination shall have been made.


                                   ARTICLE 12
                                  MISCELLANEOUS

     12.1 APPLICABLE LAW. The Plan shall be governed and construed in accordance
with the laws of the State of New York,  except where such laws are preempted by
ERISA.

     12.2 CAPTIONS.  The captions of the articles and paragraphs of the Plan are
for convenience only and shall not control or affect the meaning or construction
of any of its provisions.

<PAGE>

     12.3 CLAIMS/REVIEW PROCEDURE. The Corporation shall notify a Participant in
writing,  within 90 days after his written application for Account balances that
have not been paid,  of his  eligibility  or non  eligibility  to  receive  such
amounts.  If  the  Corporation  denies  all  or  a  part  of  the  Participant's
application,  the  notice  shall  set forth (1) the  specific  reasons  for such
denial,  (2) a specific  reference  to the  provisions  of the Plan on which the
denial  is  based,  and  (3) if  applicable,  a  description  of any  additional
information or material  necessary for the Corporation to further  consider such
claim.  If the  Corporation  determines  that  there are  special  circumstances
requiring  additional time to make a decision,  the Corporation shall notify the
Participant  of the  special  circumstances  and the date by which a decision is
expected  to be made,  and may  extend the time for up to an  additional  90-day
period.

     The  Participant  shall  have the  opportunity  to have  the  Corporation's
conclusions reviewed by the Corporation by filing a petition for review with the
Corporation   within  60  days  after  receipt  of  the  notice  issued  by  the
Corporation. The petition shall state the specific reasons which the Participant
believes  entitle him to balances or to greater or different  Account  balances.
Within 60 days after receipt by the Corporation of the petition, the Corporation
shall afford the Participant (and counsel, if any) an opportunity to present his
position  to the  Corporation  orally or in  writing,  and the  Participant  (or
counsel) shall have the right to review the pertinent documents. The Corporation
shall  notify the  Participant  of its  decision  in  writing  within the 60-day
period,  stating specifically the basis of its decision. If, because of the need
for a hearing, the 60-day period is not sufficient, the decision may be deferred
for up to another 60-day period at the election of the  Corporation,  but notice
of this deferral shall be given to the Participant. In the event of the death of
a Participant, the same procedures shall apply to the Beneficiary.

     12.4  CHANGE  OF  CONTROL.  In  the  event  of a  Change  of  Control,  the
Corporation  shall pay to the  Participant,  as soon as  practicable  after such
Change of  Control,  all  Mandatory  Deferral  Account  Balances  and  Voluntary
Deferral Account Balances in a cash lump sum.

     12.5  EMPLOYMENT  NOT  GUARANTEED.  Nothing  contained  in the Plan nor any
action taken  thereunder  shall be construed as a contract of  employment  or as
giving any Participant any right to continued employment with the Corporation.

     12.6 GENDER, SINGULAR AND PLURAL. All pronouns and variations thereof shall
be deemed to refer to the  masculine or feminine,  as the identity of the person
or persons may require. As the context may require,  the singular may be read as
the plural and the plural as the singular.

     12.7 NOTICE.  Any notice or filing required or permitted to be given to the
Corporation under the Plan shall be sufficient if in writing and hand-delivered,
or sent by  registered  or certified  mail,  return  receipt  requested,  to the
principal  office of the  Corporation,  directed  to the  attention  of the Plan
Committee.  Such notice shall be deemed given as of the date of delivery, or, if
delivery is made by registered or certified  mail, as of the delivery date shown
on the receipt therefor.

     12.8 STATUS OF PLAN. The Plan is intended to be an unfunded plan maintained
primarily to provide deferred  compensation for "a select group of management or
highly compensated employees" within the meaning of Sections 201, 301 and 401 of
ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.

<PAGE>

     12.9  SUCCESSORS  OF THE  CORPORATION.  The rights and  obligations  of the
Corporation  under the Plan shall  inure to the benefit of, and shall be binding
upon, the successors and assigns of the Corporation.

     12.10 TRANSFERS AMONG SUBSIDIARIES.  If a Participant  transfers employment
to a  Citicorp  subsidiary  which  does  not  participate  in  the  Plan,  or to
employment whereby the Participant no longer qualifies as an Eligible Executive,
then all deferrals into a Voluntary  Deferral Account for the Participant  shall
cease, and the Participant will be unable to make future deferral elections.  In
addition,  the amounts  credited  to the  Participant's  Accounts  prior to such
transfer  shall  continue to be credited  with gains,  losses,  and earnings and
become payable under the terms of the Plan as if employment  with the subsidiary
is continued  employment with the Corporation.  If the Participant  subsequently
transfers to a Citicorp  subsidiary  which does  participate  in the Plan, or to
employment whereby the Participant  requalifies as an Eligible  Executive,  then
the  Participant  will again  become  eligible  to  participate  by making a new
deferral election during the enrollment period.

     12.11  VALIDITY.  If any  provision  of the Plan is held  invalid,  void or
unenforceable,  the same  shall  not  affect,  in any  respect  whatsoever,  the
validity of any other provisions of the Plan.

     12.12 WAIVER OF BREACH.  The waiver by the Corporation of any breach of any
provision of the Plan by the Participant  shall not operate or be construed as a
waiver of any subsequent breach by the Participant.