AMENDED AND RESTATED DECLARATION

                                     OF TRUST


                               CITICORP CAPITAL VIII


                           Dated as of January __, 1997



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                                TABLE OF CONTENTS
                                                                           Page

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1.      Definitions


                                   ARTICLE II
                              TRUST INDENTURE ACT

         SECTION 2.1.      Trust Indenture Act; Application
         SECTION 2.2.      Lists of Holders of Securities
         SECTION 2.3.      Reports by the Institutional Trustee
         SECTION 2.4.      Periodic Reports to Institutional Trustee
         SECTION 2.5.      Evidence of Compliance with Conditions Precedent
         SECTION 2.6.      Events of Default; Waiver
         SECTION 2.7.      Event of Default; Notice


                                   ARTICLE III
                                  ORGANIZATION
         SECTION 3.1.      Name
         SECTION 3.2.      Office
         SECTION 3.3.      Purpose
         SECTION 3.4.      Authority
         SECTION 3.5.      Title to Property of the Trust
         SECTION 3.6.      Powers and Duties of the Regular Trustees
         SECTION 3.7.      Prohibition of Actions by the Trust and the Trustees
         SECTION 3.8.      Powers and Duties of the Institutional Trustee
         SECTION 3.9.      Certain Duties and Responsibilities of the 
                              Institutional Trustee
         SECTION 3.10.     Certain Rights of Institutional Trustee
         SECTION 3.11.     Delaware Trustee
         SECTION 3.12.     Execution of Documents
         SECTION 3.13.     Not Responsible for Recitals or Issuance of 
                              Securities
         SECTION 3.14.     Duration of Trust
         SECTION 3.15.     Mergers
         SECTION 3.16.     Limitation to Trust Property
         SECTION 3.17.     Compensation and Fees


                                   ARTICLE IV
                                    SPONSOR

         SECTION 4.1.      Sponsor's Purchase of Common Securities
         SECTION 4.2.      Responsibilities of the Sponsor

                                       i
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                                    ARTICLE V
                                    TRUSTEES

         SECTION 5.1.      Number of Trustees
         SECTION 5.2.      Delaware Trustee
         SECTION 5.3.      Institutional Trustee; Eligibility
         SECTION 5.4.      Certain Qualifications of Regular Trustees and 
                              Delaware Trustee Generally
         SECTION 5.5.      Regular Trustees
         SECTION 5.6.      Delaware Trustee.
         SECTION 5.7.      Appointment, Removal and Resignation of Trustees
         SECTION 5.8.      Vacancies among Trustees
         SECTION 5.9.      Effect of Vacancies
         SECTION 5.10.     Meetings
         SECTION 5.11.     Delegation of Power
         SECTION 5.12.     Merger, Conversion, Consolidation or Succession to
                              Business
         SECTION 5.13.     Co-Trustees and Separate Trustee


                                   ARTICLE VI
                                 DISTRIBUTIONS

         SECTION 6.1.      Distributions


                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

         SECTION 7.1.      General Provisions Regarding Securities
         SECTION 7.2       Paying Agent


                                  ARTICLE VIII
                      DISSOLUTION AND TERMINATION OF TRUST

         SECTION 8.1.      Dissolution and Termination of Trust


                                   ARTICLE IX
                             TRANSFER OF INTERESTS

         SECTION 9.1.      Transfer of Securities
         SECTION 9.2.      Transfer of Certificates
         SECTION 9.3.      Deemed Security Holders
         SECTION 9.4.      Book Entry Interests
         SECTION 9.5.      Notices to Clearing Agency
         SECTION 9.6.      Appointment of Successor Clearing Agency
         SECTION 9.7.      Definitive Preferred Security Certificates
         SECTION 9.8.      Mutilated, Destroyed, Lost or Stolen Certificates

                                       ii
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                                    ARTICLE X
      LIMITATION OF LIABILITY OFHOLDERS OF SECURITIES, TRUSTEES OR OTHERS

         SECTION 10.1.     Liability
         SECTION 10.2.     Exculpation
         SECTION 10.3.     Fiduciary Duty
         SECTION 10.4.     Indemnification
         SECTION 10.5.     Outside Businesses


                                   ARTICLE XI
                                   ACCOUNTING

         SECTION 11.1.     Fiscal Year
         SECTION 11.2.     Certain Accounting Matters
         SECTION 11.3.     Banking
         SECTION 11.4.     Withholding


                                   ARTICLE XII
                            AMENDMENTS AND MEETINGS

         SECTION 12.1.     Amendments
         SECTION 12.2.     Meetings of the Holders of Securities; Action by 
                              Written Consent


                                  ARTICLE XIII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEEAND DELAWARE TRUSTEE

         SECTION 13.1.     Representations and Warranties of Institutional 
                              Trustee
         SECTION 13.2.     Representations and Warranties of Delaware Trustee


                                   ARTICLE XIV
                                 MISCELLANEOUS

         SECTION 14.1.     Notices
         SECTION 14.2.     Governing Law
         SECTION 14.3.     Intention of the Parties
         SECTION 14.4.     Headings
         SECTION 14.5.     Successors and Assigns
         SECTION 14.6.     Partial Enforceability
         SECTION 14.7.     Counterparts


                                       iii
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                              CROSS-REFERENCE TABLE*



        Section of
Trust Indenture Act                                Section of
of 1939, as amended                                Declaration


310(a)........................................................   5.3(a)
310(c)........................................................   Inapplicable
311(c)........................................................   Inapplicable
312(a)........................................................   2.2(a)
312(b)........................................................   2.2(b)
313...........................................................   2.3
314(a)........................................................   2.4
314(b)........................................................   Inapplicable
314(c)........................................................   2.5
314(d)........................................................   Inapplicable
314(f)........................................................   Inapplicable
315(a)........................................................   3.9(b)
315(c)........................................................   3.9(a)
315(d)........................................................   3.9(a)
316(a)........................................................   Annex I
316(c)........................................................   3.6(e)
---------------

*              This Cross-Reference Table does not constitute part of the
               Declaration and shall not affect the interpretation of any of its
               terms or provisions.

                                       iv
<PAGE>


                               AMENDED AND RESTATED

                               DECLARATION OF TRUST
                                        OF
                               CITICORP CAPITAL VIII

                                January __, 1997


          AMENDED AND RESTATED DECLARATION OF TRUST  ("Declaration") dated and
effective as of January __,  1997,  by the  Trustees  (as defined  herein),  the
Sponsor (as defined herein) and by the holders,  from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to this Declaration;

        WHEREAS, the Trustees and the Sponsor established Citicorp Capital VIII
(the  "Trust"),  a trust under the  Delaware  Business  Trust Act  pursuant to a
Declaration of Trust dated as of ________________ (the "Original  Declaration"),
and a  Certificate  of Trust filed with the  Secretary  of State of the State of
Delaware  on __________________,  for the sole  purpose of issuing  and  selling
certain securities  representing undivided beneficial interests in the assets of
the Trust and  investing  the  proceeds  thereof  in certain  Debentures  of the
Debenture Issuer;

        WHEREAS,  as of the date  hereof,  no interests in the Trust have been
issued;

        WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;
and

        NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.




<PAGE>


                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1      Definitions.

               Unless the context otherwise requires:

               (a)   Capitalized terms used in this Declaration but not defined
        in the preamble above have the respective meanings assigned to them in
        this Section 1.1;

               (b)    a term defined anywhere in this Declaration has the same
        meaning throughout;

               (c)    all references to "the Declaration" or "this Declaration"
        are to this Declaration as modified, supplemented or amended from time
        to time;

               (d) all references in this Declaration to Articles and Sections
        and Annexes and Exhibits are to Articles and Sections of and Annexes and
        Exhibits to this Declaration unless otherwise specified;

               (e) a term defined in the Trust Indenture Act has the same
        meaning when used in this Declaration unless otherwise defined in this
        Declaration or unless the context otherwise requires; and

               (f)    a reference to the singular includes the plural and vice
        versa.

        "Additional Interest" has the meaning set forth in the Indenture.

        "Adjusted Treasury Rate" has the same meaning set forth in
Section 4(d) of Annex I.

        "Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act or any successor rule thereunder.

        "Agent" means any Paying Agent.

                                       2
<PAGE>

        "Authorized Officer" of a Person means any Person that is
authorized to legally bind such Person.
        "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

        "Business Day" means any day other than Saturday, Sunday or any
other day on which banking institutions in New York City, are permitted or
required by any applicable law to close.

        "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss. 3801 et seq., as it may be amended from time to time, or
any successor legislation.

        "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

        "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a Global Certificate and which shall
undertake to effect book entry transfers and pledges of the Preferred
Securities.

        "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

        "Closing Date" means the "Closing Date" under the Underwriting
Agreement.

        "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor legislation.

        "Commission" means the Securities and Exchange Commission.

        "Common Securities" has the meaning specified in Section 7.1(a).

                                       3
<PAGE>

        "Common Securities Guarantee" means the guarantee agreement to be
dated as of December 20, 1996 of the Sponsor in respect of the Common
Securities.

        "Common Security Certificate" means a definitive certificate in
fully registered form representing a Common Security substantially in the form
of Exhibit A-2.

        "Company Indemnified Person" means (a) any Regular Trustee; (b)
any Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any officer, employee or agent of the Trust or its Affiliates.

        "Comparable Treasury Issue" has the meaning set forth in Section
4(d) of Annex I.

        "Comparable Treasury Price" has the meaning set forth in Section
4(d) of Annex I.

        "Corporate Trust Office" means the office of the Institutional
Trustee at which the corporate trust business of the Institutional Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at Rodney Square North, 9th
Floor, 1100 North Market Street, Wilmington, Delaware 19890-0001.

        "Coupon Rate" has the meaning set forth in Section 2(a) of Annex I.

        "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

        "Debenture Issuer" means Citicorp, a Delaware corporation, or any
successor entity resulting from any consolidation, amalgamation, merger or other
business combination, in its capacity as issuer of the Debentures under the
Indenture.

        "Debenture Trustee" means Wilmington Trust Company, a national
banking association duly organized and existing under the laws of the United
States, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

                                       4
<PAGE>

        "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be held by the Institutional Trustee, a
specimen certificate for such series of Debentures being Exhibit B.

        "Definitive Preferred Security Certificates" has the meaning set
forth in Section 9.4.

        "Delaware Trustee" has the meaning set forth in Section 5.2.

        "Dissolution Tax Opinion" has the meaning set forth in Annex I
hereto.

        "Distribution" means a distribution payable to Holders of
Securities in accordance with Section 6.1.

        "DTC" means The Depository Trust Company, the initial Clearing
Agency.

        "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) that has occurred and is continuing in
respect of the Debentures.

        "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.

        "Fiduciary Indemnified Person" has the meaning set forth in
Section 10.4(b).

        "Global Certificate" has the meaning set forth in Section 9.4.

        "Holder" means a Person in whose name a Certificate representing
a Security is registered, such Person being a beneficial owner within the
meaning of the Business Trust Act.

        "Indemnified Person" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

                                       5
<PAGE>

        "Indenture" means the Indenture dated as of December 17, 1996,
among the Debenture Issuer and the Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

        "Institutional Trustee" has the meaning set forth in Section 5.3.
        "Institutional Trustee Account" has the meaning set forth in
Section 3.8(c).

        "Investment Company" means an investment company as defined in the
Investment Company Act.

        "Investment Company Act" means the Investment Company Act of
1940, as amended from time to time, or any successor legislation.

        "Legal Action" has the meaning set forth in Section 3.6(g).

        "Majority in liquidation amount of the Securities" means, except
as provided in the terms of the Preferred Securities or by the Trust Indenture
Act, Holder(s) of outstanding Securities voting together as a single class or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who are
the record owners of more than 50% of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

        "No Recognition Opinion" has the meaning set forth in Annex I
hereto.

        "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman, a Vice Chairman, a Vice President, the Chief
Auditor, the Treasurer, the Secretary or an Assistant Secretary of such Person.
Any Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Declaration shall include:

                                       6
<PAGE>

               (a)    a statement that each officer signing the Certificate has
        read the covenant or condition and the definitions relating thereto;

               (b)    a brief statement of the nature and scope of the
        examination or investigation undertaken by each officer in rendering the
        Certificate;

               (c) a statement that each such officer has made such examination
        or investigation as, in such officer's opinion, is necessary to enable
        such officer to express an informed opinion as to whether or not such
        covenant or condition has been complied with; and

               (d) a statement as to whether, in the opinion of each such
        officer, such condition or covenant has been complied with.

        "Paying Agent" has the meaning specified in Section 7.2.

        "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

        "Preferred Securities" or "Capital Securities" has the meaning specified
in Section 7.1(a).

        "Preferred Securities Guarantee" means the guarantee agreement to
be dated as of December 20, 1996, of the Sponsor in respect of the Preferred
Securities.

        "Preferred Security Beneficial Owner" means, with respect to a
Book Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

                                       7
<PAGE>

        "Preferred Security Certificate" means a certificate representing
a Preferred Security substantially in the form of Exhibit A-1.

        "Pricing Agreement" means the pricing agreement between the
Trust, the Debenture Issuer and the underwriters designated by the Regular
Trustees with respect to the offer and sale of the Preferred Securities.

        "Quorum" means a majority of the Regular Trustees or, if there
are only two Regular Trustees, both of them.

        "Quotation Agent" has the meaning set forth in Section 4(d) of
Annex I.

        "Regular Trustee" has the meaning set forth in Section 5.1.

        "Regulatory Capital Event" has the meaning set forth in Annex I
hereto.

        "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

        "Responsible Officer" means, with respect to the Institutional
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee, including any vice-president, any assistant vice-president, any
assistant secretary, the treasurer, any assistant treasurer or other officer of
the Corporate Trust Office of the Institutional Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

        "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or
any successor rule or regulation.

        "Securities" means the Common Securities and the Preferred
Securities.

                                       8
<PAGE>

        "Securities Act" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.

        "Securities Guarantees" means the Common Securities Guarantee and
the Preferred Securities Guarantee.

        "Sponsor" means Citicorp, a Delaware corporation, or any
successor entity resulting from any merger, consolidation, amalgamation or other
business combination, in its capacity as sponsor of the Trust.
        "Successor Delaware Trustee" has the meaning set forth in Section
                --------------------------
5.7.

        "Successor Institutional Trustee" has the meaning set forth in
Section 5.7.

        "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

        "Tax Event" has the meaning set forth in Annex I hereto.

        "10% in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of 10% or more of the aggregate liquidation amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

        "Treasury Regulations" means the income tax regulations,
including temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

        "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person

                                       9
<PAGE>

shall  continue in office in  accordance  with the terms  hereof,  and all other
Persons who may from time to time be duly  appointed,  qualified  and serving as
Trustees in accordance with the provisions  hereof,  and references  herein to a
Trustee or the  Trustees  shall refer to such Person or Persons  solely in their
capacity as trustees hereunder.

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

        "Trust Property" means (i) the Debentures, (ii) any cash on
deposit in, or owing to, the Institutional Trustee Account and (iii) all
proceeds and rights in respect of the foregoing and any other property and
assets for the time being held by the Institutional Trustee for the Trust
pursuant to this Declaration.

        "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities in the form of Exhibit C.


                                  ARTICLE II
                               TRUST INDENTURE ACT

SECTION 1      Trust Indenture Act; Application.

               (a)  This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

               (b)  The Institutional Trustee shall be the only Trustee which
is a Trustee for the purposes of the Trust Indenture Act.

               (c)  If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by ss.ss. 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

               (d)  The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the Securities as

                                       10
<PAGE>

equity securities  representing  undivided beneficial interests in the assets of
the Trust.

SECTION 2      Lists of Holders of Securities .

               (a)  Each of the Sponsor and the Regular Trustees on behalf of
the Trust shall provide the Institutional Trustee (i) within 14 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date, provided
that neither the Sponsor nor the Regular Trustees on behalf of the Trust shall
be obligated to provide such List of Holders at any time the List of Holders
does not differ from the most recent List of Holders given to the Institutional
Trustee by the Sponsor and the Regular Trustees on behalf of the Trust, and (ii)
at any other time, within 30 days of receipt by the Trust of a written request
for a List of Holders as of a date no more than 14 days before such List of
Holders is given to the Institutional Trustee. The Institutional Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity) provided that the Institutional
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

               (b)  The Institutional Trustee shall comply with its
obligations under ss.ss. 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 3      Reports by the Institutional Trustee.

               Within 60 days after May 15 of each year, the Institutional
Trustee shall provide to the Holders of the Preferred Securities such reports as
are required by ss. 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by ss. 313 of the Trust Indenture Act. The Institutional
Trustee shall also comply with the requirements of ss. 313(d) of the Trust
Indenture Act.

                                       11
<PAGE>

SECTION 4.     Periodic Reports to Institutional Trustee.

               Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide to the Institutional Trustee such documents, reports and
information as required by ss. 314 (if any) and the compliance certificate
required by ss. 314 of the Trust Indenture Act in the form, in the manner and at
the times required by ss. 314 of the Trust Indenture Act.

SECTION 5      Evidence of Compliance with Conditions Precedent.

               Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide to the Institutional Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters set forth in ss. 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to ss.
314(c)(1) of the Trust Indenture Act may be given in the form of an Officers'
Certificate.

SECTION 6      Events of Default; Waiver.

               (a)  The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

               (i)  is not waivable under the Indenture, the Event of Default
        under the Declaration shall also not be waivable; or

               (ii) requires the consent or vote of greater than a majority in
        principal amount of the holders of the Debentures (a "Super Majority")
        to be waived under the Indenture, the Event of Default under the
        Declaration may only be waived by the vote of the Holders of at least
        the proportion in liquidation amount of the Preferred Securities that
        the relevant Super Majority represents of the aggregate principal amount
        of the Debentures outstanding.

                                       12
<PAGE>

The foregoing provisions of this Section 2.6(a) shall be in lieu of ss.
316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

               (b)  The Holders of a Majority in liquidation amount of the
Common Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

               (i)  is not waivable under the Indenture, except where the
        Holders of the Common Securities are deemed to have waived such Event of
        Default under the Declaration as provided below in this Section 2.6(b),
        the Event of Default under the Declaration shall also not be waivable;
        or

               (ii) requires the consent or vote of a Super Majority to be
        waived, except where the Holders of the Common Securities are deemed to
        have waived such Event of Default under the Declaration as provided
        below in this Section 2.6(b), the Event of Default under the Declaration
        may only be waived by the vote of the Holders of at least the proportion
        in liquidation amount of the Common Securities that the relevant Super
        Majority represents of the aggregate principal amount of the Debentures
        outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of

                                       13
<PAGE>

Default with respect to the Common  Securities  and its  consequences  until all
Events of Default  with  respect to the  Preferred  Securities  have been cured,
waived or  otherwise  eliminated,  and until such Events of Default have been so
cured, waived or otherwise eliminated,  the Institutional Trustee will be deemed
to be acting  solely on behalf of the Holders of the  Preferred  Securities  and
only the Holders of the Preferred  Securities  will have the right to direct the
Institutional  Trustee  in  accordance  with the  terms of the  Securities.  The
foregoing  provisions  of  this  Section  2.6(b)  shall  be in  lieu  of  ss.ss.
316(a)(1)(A)  and  316(a)(1)(B)  of the  Trust  Indenture  Act and  such  ss.ss.
316(a)(1)(A)  and  316(a)(1)(B) of the Trust Indenture Act are hereby  expressly
excluded from this  Declaration  and the  Securities,  as permitted by the Trust
Indenture Act. Subject to the foregoing  provisions of this Section 2.6(b), upon
such waiver, any such default shall cease to exist and any Event of Default with
respect to the Common Securities  arising therefrom shall be deemed to have been
cured for every purpose of this Declaration,  but no such waiver shall extend to
any  subsequent  or other default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.

               (c)  A waiver of an Event of Default under the Indenture by the
Institutional Trustee, at the direction of the Holders of the Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Declaration. The foregoing provisions of this Section 2.6(c) shall be in
lieu of ss. 316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

SECTION 7      Event of Default; Notice.

               (a)  The Institutional Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Securities, notices of all defaults with respect
to the Securities actually known to a Responsible Officer of the Institutional
Trustee, unless such defaults have been cured before the giving of such notice
(the term "defaults" for the purposes of this Section 2.7(a) being hereby
defined to be an Event of Default as defined in the Indenture, not including any
periods of grace provided for

                                       14
<PAGE>

therein and irrespective of the giving of any notice provided therein); provided
that,  except for a default in the payment of principal of (or premium,  if any)
or interest  on any of the  Debentures  or in the  payment of any  sinking  fund
installment  established for the Debentures,  the Institutional Trustee shall be
protected in withholding such notice if and so long as a Responsible  Officer of
the Institutional  Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.

               (b)  The Institutional Trustee shall not be deemed to have
knowledge of any default except:

               (i)  a default under Sections 5.01(a) and 5.01(b) of the
        Indenture; or

               (ii) any default as to which the Institutional Trustee shall have
        received written notice or of which a Responsible Officer of the
        Institutional Trustee charged with the administration of the Declaration
        shall have actual knowledge.


                                   ARTICLE III
                                  ORGANIZATION

SECTION 1      Name.

               The Trust is named "Citicorp Capital VIII" as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of Securities. The Trust's activities may be conducted under the
name of the Trust or any other name deemed advisable by the Regular Trustees.

SECTION 2      Office.

               The address of the principal office of the Trust is c/o Citicorp,
399 Park Avenue, New York, New York 10043 Attn: Treasurer. On ten Business Days
written notice to the Holders of Securities, the Regular Trustees may designate
another principal office.

                                       15
<PAGE>

SECTION 3      Purpose.

               The exclusive purposes and functions of the Trust are (a) to
issue and sell Securities and use the proceeds from such sale to acquire the
Debentures, and (b) except as otherwise limited herein, to engage in only those
other activities necessary, or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.

SECTION 4      Authority .

               Subject to the limitations provided in this Declaration and to
the specific duties of the Institutional Trustee, the Regular Trustees shall
have exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Institutional Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

SECTION 5      Title to Property of the Trust .

               Except as provided in Section 3.8 with respect to the Debentures
and the Institutional Trustee Account or as otherwise provided in this
Declaration, legal title to all assets of the Trust shall be vested in the
Trust. The Holders shall not have legal title to any part of the assets of the
Trust, but shall have an undivided beneficial interest in the assets of the
Trust.

SECTION 6      Powers and Duties of the Regular Trustees .

               The Regular Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

                                       16
<PAGE>

               (a)  to issue and sell the Securities in accordance with this
        Declaration; provided, however, that the Trust may issue no more than
        one series of Preferred Securities and no more than one series of Common
        Securities, and, provided further, that there shall be no interests in
        the Trust other than the Securities, and the issuance of Securities
        shall be limited to a simultaneous issuance of both Preferred Securities
        and Common Securities on each Closing Date;

               (b)  in connection with the issue and sale of the Preferred
        Securities, at the direction of the Sponsor, to:

                        (i)   execute and file with the Commission the
               registration statement on Form S-3 prepared by the Sponsor,
               including any amendments thereto, pertaining to the Preferred
               Securities;

                        (ii)  execute and file any documents prepared by the
               Sponsor, or take any acts as determined by the Sponsor to be
               necessary in order to qualify or register all or part of the
               Preferred Securities in any State in which the Sponsor has
               determined to qualify or register such Preferred Securities for
               sale;

                        (iii) execute and file an application, prepared by
               the Sponsor, to the New York Stock Exchange, Inc. or any other
               national stock exchange or the Nasdaq Stock Market's National
               Market for listing upon notice of issuance of any Preferred
               Securities;

                        (iv)  execute and file with the Commission a
               registration statement on Form 8-A, including any amendments
               thereto, prepared by the Sponsor, relating to the registration of
               the Preferred Securities under Section 12(b) of the Exchange Act;
               and

                        (v)   execute and enter into the Underwriting Agreement
               and Pricing Agreement providing for the sale of the Preferred
               Securities;

               (c)  to acquire the Debentures with the proceeds of the sale of
        the Securities; provided, however, that the Regular Trustees shall cause
        legal title to the Debentures

                                       17
<PAGE>

        to be held of record in the name of the Institutional Trustee for the 
        benefit of the Holders of the Preferred Securities and the Holders of
        Common Securities;

               (d)  to give the Sponsor and the Institutional Trustee prompt
        written notice of the occurrence of a Tax Event or Regulatory Capital
        Event; provided that the Regular Trustees shall consult with the Sponsor
        and the Institutional Trustee before taking or refraining from taking
        any ministerial action in relation to a Tax Event or Regulatory Capital
        Event;

               (e)  to establish a record date with respect to all actions to be
        taken hereunder that require a record date be established, including and
        with respect to, for the purposes of ss. 316(c) of the Trust Indenture
        Act, Distributions, voting rights, redemptions and exchanges, and to
        issue relevant notices to the Holders of Preferred Securities and
        Holders of Common Securities as to such actions and applicable record
        dates;

               (f)  to take all actions and perform such duties as may be
        required of the Regular Trustees pursuant to the terms of the 
        Securities;

               (g)  to bring or defend, pay, collect, compromise, arbitrate,
        resort to legal action, or otherwise adjust claims or demands of or
        against the Trust ("Legal Action"), unless pursuant to Section 3.8(e),
        the Institutional Trustee has the exclusive power to bring such Legal
        Action;

               (h)  to employ or otherwise engage employees and agents (who
        may be designated as officers with titles) and managers, contractors,
        advisors, and consultants and pay reasonable compensation for such
        services;

               (i)  to cause the Trust to comply with the Trust's obligations
        under the Trust Indenture Act;

               (j)  to give the certificate required by ss. 314(a)(4) of the
        Trust Indenture Act to the Institutional Trustee, which certificate may
        be executed by any Regular Trustee;

                                       18
<PAGE>

               (k)  to incur expenses that are necessary or incidental to
        carry out any of the purposes of the Trust;

               (l)  to act as, or appoint another Person to act as, registrar
        and transfer agent for the Securities or to appoint a Paying Agent for
        the Securities as provided in Section 7.2;

               (m)  to give prompt written notice to the Holders of the
        Securities of any notice received from the Debenture Issuer of its
        election to defer payments of interest on the Debentures by extending
        the interest payment period under the Indenture;

               (n)  to execute all documents or instruments, perform all
        duties and powers, and do all things for and on behalf of the Trust in
        all matters necessary or incidental to the foregoing;

               (o)  to take all action that may be necessary or appropriate for
        the preservation and the continuation of the Trust's valid existence,
        rights, franchises and privileges as a statutory business trust under
        the laws of the State of Delaware and of each other jurisdiction in
        which such existence is necessary to protect the limited liability of
        the Holders of the Preferred Securities or to enable the Trust to effect
        the purposes for which the Trust was created;

               (p)  to take any action, not inconsistent with this Declaration
        or with applicable law, that the Regular Trustees determine in their
        discretion to be necessary or desirable in carrying out the activities
        of the Trust as set out in this Section 3.6, including, but not limited
        to:

                        (i)   causing the Trust not to be deemed to be an
               Investment Company required to be registered under the Investment
               Company Act;

                        (ii)  causing the Trust to be classified for United
               States federal income tax purposes as a grantor trust; and

                                       19
<PAGE>

                        (iii) cooperating with the Debenture Issuer to ensure
               that the Debentures will be treated as indebtedness of the
               Debenture Issuer for United States federal income tax purposes,

        provided that such action does not adversely affect the interests of
        Holders in any material respect; and

               (q)  to take all action necessary to cause all applicable tax
        returns and tax information reports that are required to be filed with
        respect to the Trust to be duly prepared and filed by the Regular
        Trustees, on behalf of the Trust.

               The Regular Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

               Subject to this Section 3.6, the Regular Trustees shall have none
of the powers or the authority of the Institutional Trustee set forth in Section
3.8.

               Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 7 Prohibition of Actions by the Trust and the Trustees.

               (a)  The Trust shall not, and the Trustees (including the
Institutional Trustee) on behalf of the Trust shall not, engage in any activity
other than as required or authorized by this Declaration. In particular, the
Trust shall not and the Trustees (including the Institutional Trustee) shall
cause the Trust not to:

               (i)  invest any proceeds received by the Trust from holding
        the Debentures, but shall distribute all such proceeds to Holders of
        Securities pursuant to the terms of this Declaration and of the
        Securities;

                                       20
<PAGE>

               (ii)     acquire any assets other than as expressly provided
        herein;

               (iii)    possess Trust property for other than a Trust purpose;

               (iv)     make any loans or incur any indebtedness;

               (v)      possess any power or otherwise act in such a way as to
        vary the Trust assets or the terms of the Securities in any way
        whatsoever;

               (vi)     issue any securities or other evidences of beneficial
        ownership of, or beneficial interest in, the Trust other than the
        Securities; or

               (vii) other than as provided in this  Declaration or Annex I, (A)
direct the time,  method and place of  exercising  any trust or power  conferred
upon the Debenture  Trustee with respect to the  Debentures,  (B) waive any past
default that is waivable under the Indenture,  (C) exercise any right to rescind
or annul any declaration  that the principal of all the Debentures  shall be due
and payable, or (D) consent to any amendment, modification or termination of the
Indenture  or the  Debentures  where such consent  shall be required  unless the
Trust shall have  received  an opinion of a  nationally  recognized  independent
counsel  experienced in such matters to the effect that such  modification  will
not cause more than an insubstantial  risk that for United States federal income
tax purposes the Trust will not be classified as a grantor trust.

SECTION 8 Powers and Duties of the Institutional Trustee .

               (a) The legal title to the Debentures  shall be owned by and held
of record in the name of the  Institutional  Trustee in trust for the benefit of
the  Holders  of  the  Securities.   The  right,   title  and  interest  of  the
Institutional  Trustee to the Debentures shall vest automatically in each Person
who may  hereafter be  appointed as  Institutional  Trustee in  accordance  with
Section 5.7. Such vesting and  cessation of title shall be effective  whether or
not conveyancing  documents with regard to the Debentures have been executed and
delivered.

                                       21
<PAGE>

               (b)  The Institutional Trustee shall not transfer its right, 
title and interest in the Debentures to the Regular Trustees or to the Delaware
Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

               (c)   The Institutional Trustee shall:

               (i)   establish and maintain a segregated non-interest bearing
        trust account (the "Institutional Trustee Account") in the name of and
        under the exclusive control of the Institutional Trustee, except as
        provided in Section 7.2 hereof, on behalf of the Holders of the
        Securities and, upon the receipt of payments of funds made in respect of
        the Debentures held by the Institutional Trustee, deposit such funds
        into the Institutional Trustee Account and make payments to the Holders
        of the Preferred Securities and Holders of the Common Securities from
        the Institutional Trustee Account in accordance with Section 6.1. Funds
        in the Institutional Trustee Account shall be held uninvested until
        disbursed in accordance with this Declaration. The Institutional Trustee
        Account shall be an account that is maintained with a banking
        institution the rating on whose long-term unsecured indebtedness is at
        least equal to the rating assigned to the Preferred Securities by a
        "nationally recognized statistical rating organization", as that term is
        defined for purposes of Rule 436(g)(2) under the Securities Act;

               (ii)  engage in such ministerial activities as shall be
        necessary or appropriate to effect the redemption of the Securities to
        the extent the Debentures are redeemed or mature; and

               (iii) upon written notice of distribution issued by the Regular
        Trustees in accordance with the terms of the Securities, engage in such
        ministerial activities as shall be necessary or appropriate to effect
        the distribution of the Debentures to Holders of Securities upon the
        occurrence of a Tax Event or a Regulatory Capital Event.

               (d)  The Institutional Trustee shall take all actions and perform
such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities.

                                       22
<PAGE>

               (e)  The Institutional Trustee shall take any Legal Action which
arises out of or in connection with (i) an Event of Default of which a
Responsible Officer of the Institutional Trustee has actual knowledge or (ii)
the Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act, and if such Institutional Trustee shall have failed to take
such Legal Action, the Holders of the Preferred Securities may take such Legal
Action, to the same extent as if such Holders of Preferred Securities held a
principal amount of Debentures equal to the liquidation amount of such Preferred
Securities, without first proceeding against the Institutional Trustee or the
Trust; provided however, that if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay interest or principal on the Debentures on the date such interest or
principal is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such Holder of the principal of or interest then
due on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such Holder (a "Direct
Action") on or after the respective due date specified in the Debentures. In
connection with such Direct Action, the rights of the Holders of the Common
Securities will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the Issuer to such Holder of
Preferred Securities in such Direct Action. Except as provided in the preceding
sentences, the Holders of Preferred Securities will not be able to exercise
directly any other remedy available to the holders of the Debentures.

               (f)  The Institutional Trustee shall not resign as a Trustee
unless either:

               (i)  the Trust has been completely liquidated and the proceeds
        of the liquidation distributed to the Holders of Securities pursuant to
        the terms of the Securities; or

               (ii) a Successor Institutional Trustee has been appointed and
        has accepted that appointment in accordance with Section 5.7.

                                       23
<PAGE>

               (g)  The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Debentures
under the Indenture and, if an Event of Default actually known to a Responsible
Officer of the Institutional Trustee occurs and is continuing, the Institutional
Trustee shall, for the benefit of Holders of the Securities, enforce its rights
as holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.

               (h)  The Institutional Trustee shall be authorized to
undertake any actions set forth in ss. 317(a) of the Trust Indenture Act.

               (i)  Subject to this Section 3.8, the Institutional Trustee shall
have none of the duties, liabilities, powers or the authority of the Regular
Trustees set forth in Section 3.6.

               The Institutional Trustee must exercise the powers set forth in
this Section 3.8 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3, and the Institutional Trustee shall not
take any action that is inconsistent with the purposes and functions of the
Trust set out in Section 3.3.

SECTION 9 Certain Duties and Responsibilities of the Institutional Trustee.

               (a)  The Institutional Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Declaration and in the Securities and no implied covenants shall
be read into this Declaration against the Institutional Trustee. In case an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6) of which a Responsible Officer of the Institutional Trustee has
actual knowledge, the Institutional Trustee shall exercise such of the rights
and powers vested in it by this Declaration, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

               (b)  No provision of this Declaration shall be construed to
relieve the Institutional Trustee from liability for

                                       24
<PAGE>

its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

               (i)  prior to the occurrence of an Event of Default and after
        the curing or waiving of all such Events of Default that may have
        occurred:

                        (A)   the duties and obligations of the Institutional
               Trustee shall be determined solely by the express provisions of
               this Declaration and in the Securities and the Institutional
               Trustee shall not be liable except for the performance of such
               duties and obligations as are specifically set forth in this
               Declaration and in the Securities, and no implied covenants or
               obligations shall be read into this Declaration against the
               Institutional Trustee; and

                        (B)   in the absence of bad faith on the part of the
               Institutional Trustee, the Institutional Trustee may conclusively
               rely, as to the truth of the statements and the correctness of
               the opinions expressed therein, upon any certificates or opinions
               furnished to the Institutional Trustee and conforming to the
               requirements of this Declaration; provided, however, that in the
               case of any such certificates or opinions that by any provision
               hereof are specifically required to be furnished to the
               Institutional Trustee, the Institutional Trustee shall be under a
               duty to examine the same to determine whether or not they conform
               to the requirements of this Declaration;

               (ii) the Institutional Trustee shall not be liable for any
        error of judgment made in good faith by a Responsible Officer of the
        Institutional Trustee, unless it shall be proved that the Institutional
        Trustee was negligent in ascertaining the pertinent facts;

               (iii) the Institutional Trustee shall not be liable with respect
        to any action taken or omitted to be taken by it in good faith in
        accordance with the direction of the Holders of not less than a Majority
        in liquidation amount of the Outstanding Preferred Securities relating
        to the time, method and place of conducting any proceeding for any
        remedy

                                       25
<PAGE>

        available to the Institutional Trustee, or exercising any trust
        or power conferred upon the Institutional Trustee under this
        Declaration;

               (iv) no provision of this Declaration shall require the
        Institutional Trustee to expend or risk its own funds or otherwise incur
        personal financial liability in the performance of any of its duties or
        in the exercise of any of its rights or powers, if it shall have
        reasonable grounds for believing that the repayment of such funds or
        indemnity reasonably satisfactory to the Institutional Trustee against
        such risk or liability is not reasonably assured to it;

               (v)  the Institutional Trustee's sole duty with respect to the
        custody, safe keeping and physical preservation of the Debentures and
        the Institutional Trustee Account shall be to deal with such property in
        a similar manner as the Institutional Trustee deals with similar
        property for its own account, subject to the protections and limitations
        on liability afforded to the Institutional Trustee under this
        Declaration and the Trust Indenture Act and, to the extent applicable,
        Rule 3a-7 under the Investment Company Act;

               (vi) the Institutional Trustee shall have no duty or liability
        for or with respect to the value, genuineness, existence or sufficiency
        of the Debentures or the payment of any taxes or assessments levied
        thereon or in connection therewith;

               (vii) the Institutional Trustee shall not be liable for any
        interest on any money received by it except as it may otherwise agree in
        writing with the Sponsor. Money held by the Institutional Trustee need
        not be segregated from other funds held by it except in relation to the
        Institutional Trustee Account maintained by the Institutional Trustee
        pursuant to Section 3.8(c)(i) and except to the extent otherwise
        required by law; and

               (viii) the Institutional Trustee shall not be responsible for
        monitoring the compliance by the Regular Trustees or the Sponsor with
        their respective duties under this Declaration, nor shall the
        Institutional Trustee be

                                       26
<PAGE>

        liable for any default or misconduct of the Regular Trustees or the
        Sponsor.

SECTION 10     Certain Rights of Institutional Trustee.

               (a)  Subject to the provisions of Section 3.9:

               (i)  the Institutional Trustee may conclusively rely and shall be
        fully protected in acting or refraining from acting upon any resolution,
        certificate, statement, instrument, opinion, report, notice, request,
        direction, consent, order, bond, debenture, note, other evidence of
        indebtedness or other paper or document believed by it to be genuine and
        to have been signed, sent or presented by the proper party or parties;

               (ii) any direction or act of the Sponsor or the Regular
        Trustees contemplated by this Declaration shall be sufficiently 
        evidenced by an Officers' Certificate;

               (iii)whenever in the administration of this Declaration, the
        Institutional Trustee shall deem it desirable that a matter be proved or
        established before taking, suffering or omitting any action hereunder,
        the Institutional Trustee (unless other evidence is herein specifically
        prescribed) may, in the absence of bad faith on its part, request and
        conclusively rely upon an Officers' Certificate which, upon receipt of
        such request, shall be promptly delivered by the Sponsor or the Regular
        Trustees;

               (iv) the Institutional Trustee shall have no duty to see to
        any recording, filing or registration of any instrument (including any
        financing or continuation statement or any filing under tax or 
        securities laws) or any rerecording, refiling or registration thereof;

               (v)  the Institutional Trustee may consult with counsel or other
        experts of its selection and the advice or opinion of such counsel and
        experts with respect to legal matters or advice within the scope of such
        experts' area of expertise shall be full and complete authorization and
        protection in respect of any action taken, suffered or omitted by it
        hereunder in good faith and in accordance with 

                                       27
<PAGE>

        such  advice or opinion,  such  counsel may be counsel to the Sponsor or
        any of its  Affiliates,  and  may  include  any  of its  employees.  The
        Institutional  Trustee  shall  have  the  right  at  any  time  to  seek
        instructions  concerning the administration of this Declaration from any
        court of competent jurisdiction;

               (vi) the Institutional Trustee shall be under no obligation to
        exercise any of the rights or powers vested in it by this Declaration at
        the request or direction of any Holder, unless such Holder shall have
        provided to the Institutional Trustee security and indemnity, reasonably
        satisfactory to the Institutional Trustee, against the costs, expenses
        (including attorneys' fees and expenses and the expenses of the
        Institutional Trustee's agents, nominees or custodians) and liabilities
        that might be incurred by it in complying with such request or
        direction, including such reasonable advances as may be requested by the
        Institutional Trustee provided, that, nothing contained in this Section
        3.10(a)(vi) shall be taken to relieve the Institutional Trustee, upon
        the occurrence of an Event of Default, of its obligation to exercise the
        rights and powers vested in it by this Declaration;

               (vii) the Institutional Trustee shall not be bound to make any
        investigation into the facts or matters stated in any resolution,
        certificate, statement, instrument, opinion, report, notice, request,
        direction, consent, order, bond, debenture, note, other evidence of
        indebtedness or other paper or document, but the Institutional Trustee,
        in its discretion, may make such further inquiry or investigation into
        such facts or matters as it may see fit;

               (viii)the Institutional Trustee may execute any of the trusts or
        powers hereunder or perform any duties hereunder either directly or by
        or through agents, custodians, nominees or attorneys and the
        Institutional Trustee shall not be responsible for any misconduct or
        negligence on the part of any agent or attorney appointed with due care
        by it hereunder;

               (ix) any action taken by the Institutional Trustee or its agents
        hereunder shall bind the Trust and the Holders of

                                       28
<PAGE>

        the Securities,  and the signature of the  Institutional  Trustee or its
        agents  alone  shall be  sufficient  and  effective  to perform any such
        action  and no  third  party  shall be  required  to  inquire  as to the
        authority of the Institutional Trustee to so act or as to its compliance
        with any of the terms and provisions of this Declaration,  both of which
        shall be conclusively  evidenced by the  Institutional  Trustee's or its
        agent's taking such action;

               (x)  whenever in the administration of this Declaration the
        Institutional Trustee shall deem it desirable to receive instructions
        with respect to enforcing any remedy or right or taking any other action
        hereunder, the Institutional Trustee (i) may request instructions from
        the Holders of the Securities which instructions may only be given by
        the Holders of the same proportion in liquidation amount of the
        Securities as would be entitled to direct the Institutional Trustee
        under the terms of the Securities in respect of such remedy, right or
        action, (ii) may refrain from enforcing such remedy or right or taking
        such other action until such instructions are received, and (iii) shall
        be protected in conclusively relying on or acting in or accordance with
        such instructions;

               (xi) except as otherwise expressly provided by this
        Declaration, the Institutional Trustee shall not be under any obligation
        to take any action that is discretionary under the provisions of this
        Declaration;

               (xii)     the Institutional Trustee shall not be liable for any
        action taken, suffered, or omitted to be taken by it in good faith and
        reasonably believed by it to be authorized or within the discretion or
        rights or powers conferred upon it by this Declaration; and

               (xiii) f (A) in performing its duties under this Declaration the
        Institutional Trustee is required to decide between alternative courses
        of action or (B) in construing any of the provisions in this
        Declaration, the Institutional Trustee finds the same ambiguous or same
        inconsistent with any other provisions contained herein or (C) the
        Institutional Trustee is unsure of the application of any provision of
        this Declaration, then, except as to any matter

                                       29
<PAGE>

        as to which the Preferred  Securities Holders are entitled to vote under
        the terms of this Declaration, the Institutional Trustee shall deliver a
        notice to the Sponsor requesting written  instructions of the Sponsor as
        to the course of action to be taken.  The  Institutional  Trustee  shall
        take  such  action,   or  refrain  from  taking  such  action,   as  the
        Institutional  Trustee  shall be  instructed  in writing to take,  or to
        refrain from taking,  by the Sponsor and shall be fully and conclusively
        protected  in  taking  or  refraining  from  taking  such  action  as so
        instructed;  provided,  however, that the Institutional Trustee shall be
        under no duty to take any action  unless and until so  instructed by the
        Sponsor; and provided,  further,  that if the Institutional Trustee does
        not receive such  instructions  of the Sponsor  within ten Business Days
        after it has delivered such notice, or such reasonably shorter period of
        time set forth in such notice (which to the extent practicable shall not
        be fewer than two Business days), it may, but shall be under no duty to,
        take or refrain from taking any such action not  inconsistent  with this
        Declaration  as it shall deem  advisable and in the best interest of the
        Securities Holders, in which event the Institutional  Trustee shall have
        no  liability  except  for its  own bad  faith,  negligence  or  willful
        misconduct.

               (b)  No provision of this Declaration shall be deemed to impose
any duty or obligation on the Institutional Trustee to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Institutional
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Institutional
Trustee shall be construed to be a duty.

SECTION 11     Delaware Trustee.

               Notwithstanding any other provision of this Declaration other
than Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Regular Trustees or the Institutional Trustee described
in this

                                       30
<PAGE>

Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and  limited  purpose of  fulfilling  the  requirements  of
ss.3807 of the Business Trust Act.

SECTION 12     Execution of Documents.

               Unless otherwise determined by the Regular Trustees, and except
as otherwise required by the Business Trust Act, any Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to Section 3.6;
provided that, the registration statement referred to in Section 3.6(b)(i),
including any amendments thereto, shall be signed by a majority of or, if there
are less than three, all of the Regular Trustees.

SECTION 13     Not Responsible for Recitals or Issuance of Securities.

               The recitals contained in this Declaration and the Securities
shall be taken as the statements of the Sponsor, and the Trustees do not assume
any responsibility for their correctness. The Trustees make no representations
as to the value or condition of the property of the Trust or any part thereof.
The Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

SECTION 14     Duration of Trust.

               The Trust, unless terminated pursuant to the provisions of
Article VIII hereof, shall dissolve on February 15, 2052.

SECTION 15     Mergers.

               (a)  The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c).

               (b)  The Trust may, with the consent of the Regular Trustees or,
if there are more than two, a majority of the Regular Trustees and without the
consent of the Holders of the Securities, the Delaware Trustee or the
Institutional Trustee,

                                       31
<PAGE>

consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any State; provided that:

               (i)  if the Trust is not the surviving entity, such successor
        entity (the "Successor Entity") either:

                        (A)   expressly assumes all of the obligations of the
               Trust under the Securities; or

                        (B)   substitutes for the Securities other securities
               having substantially the same terms as the Securities (the
               "Successor Securities") so long as the Successor Securities rank
               the same as the Securities rank with respect to Distributions and
               payments upon liquidation, redemption and otherwise;

               (ii) the Debenture Issuer expressly acknowledges a trustee of
        the Successor Entity that possesses the same powers and duties as the
        Institutional Trustee as the holder of the Debentures;

               (iii) the Preferred Securities or any Successor Securities are
        listed or quoted, or any Successor Securities will be so upon notice of
        issuance, on any national securities exchange or other organization on
        which the Preferred Securities are then listed or quoted;

               (iv) such merger, consolidation, amalgamation or replacement
        does not cause the Preferred Securities (including any Successor
        Securities) to be downgraded by any nationally recognized statistical
        rating organization;

               (v)  such merger, consolidation, amalgamation or replacement does
        not adversely affect the rights, preferences and privileges of the
        Holders of the Securities (including any Successor Securities) in any
        material respect (other than with respect to any dilution of such
        Holders' interests in the new entity);

               (vi) such Successor Entity has a purpose identical to that of
        the Trust;

                                       32
<PAGE>

               (vii)     prior to such merger, consolidation, amalgamation or
        replacement, the Sponsor has received an opinion of counsel to the Trust
        to the effect that:

                        (A) such merger, consolidation, amalgamation or
               replacement does not adversely affect the rights, preferences and
               privileges of the Holders of the Securities (including any
               Successor Securities) in any material respect (other than with
               respect to any dilution of the Holders' interest in the new
               entity); and

                        (B)   following such merger, consolidation, amalgamation
               or replacement, neither the Trust nor the Successor Entity will
               be required to register as an Investment Company;

                        (C)   following such merger, consolidation, amalgamation
               or replacement, the Trust (or the Successor Entity) will continue
               to be classified as a grantor trust for United States federal
               income tax purposes; and

               (viii) the Sponsor guarantees the obligations of such Successor
        Entity under the Successor Securities at least to the extent provided by
        the Preferred Securities Guarantee and the Common Securities Guarantee.

               (c) Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or the Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

SECTION 16   Limitation to Trust Property.

               All payments made by the Institutional Trustee or a Paying Agent
in respect of the Securities shall be made only from the income and proceeds
from the Trust Property and only to the

                                       33
<PAGE>

extent that there shall be sufficient income or proceeds from the Trust Property
to enable the Institutional Trustee or Paying Agent to make payments in
accordance with the terms hereof. Each Holder, by its acceptance of a Security,
agrees that it will look solely to the income and proceeds from the Trust
Property to the extent available for distribution to it as herein provided and
that the Trustees shall not be personally liable to it for any amount
distributable in respect of any Security or for any other liability in respect
of any Security; provided that this Section 3.16 does not limit the liability of
the Trustees expressly set forth elsewhere in this Declaration or, in the case
of the Institutional Trustee, in the Trust Indenture Act.

SECTION 17   Compensation and Fees.

               (a)     The Sponsor agrees:

               (i) to pay the Institutional Trustee from time to time
        compensation for all services rendered by the Institutional Trustee
        hereunder in accordance with a separate fee agreement between the
        Sponsor and the Institutional Trustee (which compensation shall not be
        limited by any provision of law in regard to the compensation of a
        trustee of an express trust); and

               (ii) except as otherwise expressly provided herein, to reimburse
        the Institutional Trustee upon request for all reasonable expenses,
        disbursements and advances reasonably incurred or made by the
        Institutional Trustee in accordance with any provision of this
        Declaration (including the reasonable compensation and the expenses and
        disbursements of its agents and counsel), except any such expense,
        disbursement or advance as may be attributable to its negligence, bad
        faith or willful misconduct.

               (b)     The provisions of this Section shall survive the
termination of this Declaration.

                                       34
<PAGE>


                                   ARTICLE IV
                                     SPONSOR

SECTION 1   Sponsor's Purchase of Common Securities.

               On the Closing Date, the Sponsor will purchase all of the Common
Securities issued by the Trust at the same time as the Preferred Securities are
sold.

SECTION 2   Responsibilities of the Sponsor.

               In connection with the issue and sale of the Preferred
Securities, the Sponsor shall have the exclusive right and responsibility to
engage in the following activities:

               (a)     to prepare for filing by the Trust with the Commission a
        registration statement on Form S-3 in relation to the Preferred
        Securities, including any amendments thereto;

               (b) to determine the States in which to take appropriate action
        to qualify or register for sale all or part of the Preferred Securities
        and to do any and all such acts, other than actions which must be taken
        by the Trust, and advise the Trust of actions it must take, and prepare
        for execution and filing any documents to be executed and filed by the
        Trust, as the Sponsor deems necessary or advisable in order to comply
        with the applicable laws of any such States;

               (c)     to prepare for filing by the Trust an application to the
        New York Stock Exchange or any other national stock exchange or the
        Nasdaq National Market for listing upon notice of issuance of any
        Preferred Securities;

               (d)     to prepare for filing by the Trust with the Commission a
        registration statement on Form 8-A relating to the registration of the
        Preferred Securities under Section 12(b) of the Exchange Act, including
        any amendments thereto; and

                                       35
<PAGE>

               (e)     to negotiate the terms of the Underwriting Agreement and
        Pricing Agreement providing for the sale of the Preferred Securities.


                                    ARTICLE V
                                    TRUSTEES

SECTION 1    Number of Trustees.

               The number of Trustees initially shall be three (3), and:

               (a)     at any time before the issuance of any Securities, the
        Sponsor may, by written instrument, increase or decrease the number of
        Trustees; and

               (b) after the issuance of any Securities, the number of Trustees
        may be increased or decreased by vote of the Holders of a majority in
        liquidation amount of the Common Securities voting as a class at a
        meeting of the Holders of the Common Securities; provided, however,
        that, the number of Trustees shall in no event be less than two (2);
        provided further that (1) one Trustee shall be the Delaware Trustee; (2)
        there shall be at least one Trustee who is an employee or officer of, or
        is affiliated with the Sponsor (a "Regular Trustee"); and (3) one
        Trustee shall be the Institutional Trustee for so long as this
        Declaration is required to qualify as an indenture under the Trust
        Indenture Act, and such Trustee may also serve as Delaware Trustee if it
        meets the applicable requirements.

SECTION 2   Delaware Trustee .

               If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

               (a)     a natural person who is a resident of the State of
        Delaware; or

               (b)     if not a natural person, an entity which has its
        principal place of business in the State of Delaware, and otherwise 
        meets the requirements of applicable law,

                                       36
<PAGE>

provided that, if the Institutional Trustee has its principal place of business
in the State of Delaware and otherwise meets the requirements of applicable law,
then the Institutional Trustee shall also be the Delaware Trustee and Section
3.11 shall have no application.

SECTION 3   Institutional Trustee; Eligibility.

               (a)     There shall at all times be one Trustee which shall act
as Institutional Trustee which shall:

               (i)     not be an Affiliate of the Sponsor; and

               (ii) be a financial institution organized and doing business
        under the laws of the United States of America or any State or Territory
        thereof or of the District of Columbia, or a corporation or Person
        permitted by the Commission to act as an institutional trustee under the
        Trust Indenture Act, authorized under such laws to exercise corporate
        trust powers, having a combined capital and surplus of at least 50
        million U.S. dollars ($50,000,000), and subject to supervision or
        examination by Federal, State, Territorial or District of Columbia
        authority. If such corporation publishes reports of condition at least
        annually, pursuant to law or to the requirements of the supervising or
        examining authority referred to above, then for the purposes of this
        Section 5.3(a)(ii), the combined capital and surplus of such corporation
        shall be deemed to be its combined capital and surplus as set forth in
        its most recent report of condition so published.

               (b) If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
5.7(c).


               (c) If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of ss. 310(b) of the Trust Indenture
Act, the Institutional Trustee and the Holder of the Common Securities (as if it
were the obligor referred to in ss. 310(b) of the Trust Indenture Act) shall in
all

                                       37
<PAGE>

respects comply with the provisions of ss. 310(b) of the Trust Indenture
Act.

               (d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

               (e)      The initial Institutional Trustee shall be:

                        Wilmington Trust Company

SECTION 4   Certain Qualifications of Regular Trustees and Delaware Trustee
            Generally.

               Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

SECTION 5   Regular Trustees.

               The initial Regular Trustees shall be:

                               Peter Gallant
                               Ann Goodbody

               (a) Except as expressly set forth in this Declaration and except
if a meeting of the Regular Trustees is called with respect to any matter over
which the Regular Trustees have power to act, any power of the Regular Trustees
may be exercised by, or with the consent of, any one such Regular Trustee.

               (b) Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
which the Regular Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6, provided, that, the registration statement
referred to in Section 3.6, including any amendments thereto, shall be signed by
a majority of or, if there are less than three, all of the Regular Trustees; and

                                       38
<PAGE>

               (c) a Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.6.

SECTION 6   Delaware Trustee.

               The initial Delaware Trustee shall be:

               Wilmington Trust Company

SECTION 7   Appointment, Removal and Resignation of Trustees.

               (a)     Subject to Section 5.7(b), Trustees may be appointed or
removed without cause at any time except during an Event of Default:

               (i)     until the issuance of any Securities, by written
        instrument executed by the Sponsor; and

               (ii)     after the issuance of any Securities, by vote of the
        Holders of a Majority in liquidation amount of the Common Securities
        voting as a class at a meeting of the Holders of the Common Securities.

               (b)(i) The Trustee that acts as Institutional Trustee shall not
be removed in accordance with Section 5.7(a) until a successor Trustee
possessing the qualifications to act as Institutional Trustee under Section 5.3
(a "Successor Institutional Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Institutional
Trustee and delivered to the Regular Trustees and the Sponsor; and

               (ii) the Trustee that acts as Delaware Trustee shall not be
        removed in accordance with this Section 5.7(a) until a successor Trustee
        possessing the qualifications to act as Delaware Trustee under Sections
        5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed and has
        accepted such appointment by written instrument executed by such
        Successor Delaware Trustee and delivered to the Regular Trustees and the
        Sponsor.

                                       39
<PAGE>

               (c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that:

               (i)      No such resignation of the Trustee that acts as the
        Institutional Trustee shall be effective:

                        (A) until a Successor Institutional Trustee has been
               appointed and has accepted such appointment by instrument
               executed by such Successor Institutional Trustee and delivered to
               the Trust, the Sponsor and the resigning Institutional Trustee;
               or

                        (B)   until the assets of the Trust have been completely
               liquidated and the proceeds thereof distributed to the holders of
               the Securities; and

               (ii) no such resignation of the Trustee that acts as the Delaware
        Trustee shall be effective until a Successor Delaware Trustee has been
        appointed and has accepted such appointment by instrument executed by
        such Successor Delaware Trustee and delivered to the Trust, the Sponsor
        and the resigning Delaware Trustee.

               (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with this
Section 5.7.

               (e) If no Successor Institutional Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.7 within 60 days after delivery of an instrument of resignation or
removal, the Institutional Trustee or Delaware Trustee resigning or being
removed, as applicable, may petition any court of competent jurisdiction for
appointment of a Successor Institutional Trustee or Successor Delaware Trustee.
Such court may thereupon, after 

                                       40
<PAGE>

prescribing such notice, if any, as it may deem proper and prescribe, appoint a
Successor Institutional Trustee or Successor Delaware Trustee, as the case may
be.

               (f) No Institutional Trustee or Delaware Trustee shall be liable
for the acts or omissions to act of any Successor Institutional Trustee or
Successor Delaware Trustee, as the case may be.

SECTION 8 Vacancies among Trustees.

               If a Trustee ceases to hold office for any reason and the number
of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees
is increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.7.

SECTION 9 Effect of Vacancies.

               The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul the Trust. Whenever a vacancy in the number
of Regular Trustees shall occur, until such vacancy is filled by the appointment
of a Regular Trustee in accordance with Section 5.7, the Regular Trustees in
office, regardless of their number, shall have all the powers granted to the
Regular Trustees and shall discharge all the duties imposed upon the Regular
Trustees by this Declaration.

SECTION 10    Meetings.

               If there is more than one Regular Trustee, meetings of the
Regular Trustees shall be held from time to time upon the call of any Regular
Trustee. Regular meetings of the Regular Trustees may be held at a time and
place fixed by resolution of the Regular Trustees. Notice of any in-person
meetings of the Regular Trustees shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any

                                       41
<PAGE>

telephonic meetings of the Regular Trustees or any committee thereof shall be
hand delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before a meeting. Notices
shall contain a brief statement of the time, place and anticipated purposes of
the meeting. The presence (whether in person or by telephone) of a Regular
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where a Regular Trustee attends a meeting for the express purpose of objecting
to the transaction of any activity on the ground that the meeting has not been
lawfully called or convened. Unless provided otherwise in this Declaration, any
action of the Regular Trustees may be taken at a meeting by vote of a majority
of the Regular Trustees present (whether in person or by telephone) and eligible
to vote with respect to such matter, provided that a Quorum is present, or
without a meeting by the unanimous written consent of the Regular Trustees. In
the event there is only one Regular Trustee, any and all action of such Regular
Trustee shall be evidenced by a written consent of such Regular Trustee.

SECTION 11 Delegation of Power.

               (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

               (b) the Regular Trustees shall have power to delegate from time
to time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Regular Trustees or otherwise as the Regular Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

SECTION 12 Merger, Conversion, Consolidation or Succession to Business.

        Any corporation into which the Institutional Trustee or the Delaware
Trustee, as the case may be, may be merged or converted

                                       42
<PAGE>

or with which either may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Institutional Trustee or the
Delaware Trustee, as the case may be, shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Institutional Trustee or the Delaware Trustee, as the case may be, shall be the
successor of the Institutional Trustee or the Delaware Trustee, as the case may
be, hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

SECTION 13 Co-Trustees and Separate Trustee.

               (a) Unless an Event of Default shall have occurred and be
continuing, at any time or times for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Sponsor and the
Institutional Trustee shall have power to appoint, and upon the written request
of the Institutional Trustee, the Sponsor shall for such purpose join with the
Institutional Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Institutional Trustee either to act as co-trustee, jointly with
the Institutional Trustee, of all or any part of such Trust Property, or to act
as separate trustee of any such property, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section 5.13. If
the Sponsor does not join in such appointment within 15 days after the receipt
by it of a request so to do, or in case of an Event of Default has occurred and
is continuing, the Institutional Trustee alone shall have power to make such
appointment.

               (b) Should any written instrument from the Sponsor be required by
any co-trustee or separate trustee so appointed for more fully confirming to
such co-trustee or separate trustee such property, title, right, or power, any
and all such instruments shall, on request, be executed, acknowledged and
delivered by the Sponsor.

                                       43
<PAGE>

               (c) Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
terms, namely:

               (i) The Securities shall be executed and delivered and all
        rights, powers, duties and obligations hereunder in respect of the
        custody of securities, cash and other personal property held by, or
        required to be deposited or pledged with, the Trustees designated for
        such purpose hereunder, shall be exercised, solely by such Trustees.

               (ii) The rights, powers, duties and obligations hereby conferred
        or imposed upon the Institutional Trustee in respect of any property
        covered by such appointment shall be conferred or imposed upon and
        exercised or performed by the Institutional Trustee or by the
        Institutional Trustee and such co-trustee or separate trustee jointly,
        as shall be provided in the instrument appointing such co-trustee or
        separate trustee, except to the extent that under any law of any
        jurisdiction in which any particular act is to be performed, the
        Institutional Trustee shall be incompetent or unqualified to perform
        such act, in which event such rights, powers, duties and obligations
        shall be exercised and performed by such co-trustee or separate trustee.

               (iii) The Institutional Trustee at any time, by an instrument in
        writing executed by it, with the written concurrence of the Sponsor, may
        accept the resignation of or remove any co-trustee or separate trustee
        appointed under this Section 5.13, and, in case an Event of Default has
        occurred and is continuing, the Institutional Trustee shall have power
        to accept the resignation of, or remove, any such co-trustee or separate
        trustee without the concurrence of the Sponsor. Upon the written request
        of the Institutional Trustee, the Sponsor shall join with the
        Institutional Trustee in the execution, delivery and performance of all
        instruments and agreements necessary or proper to effectuate such
        resignation or removal. A successor to any co-trustee or separate
        trustee so resigned or removed may be appointed in the manner provided
        in this Section 5.13.

                                       44
<PAGE>

               (iv) No co-trustee or separate trustee hereunder shall be
        personally liable by reason of any act or omission of the Institutional
        Trustee.

               (v) The Institutional Trustee shall not be liable by reason of
        any act or omission of a co-trustee or separate trustee.

               (vi) Any Act of Holders delivered to the Institutional Trustee
        shall be deemed to have been delivered to each such co-trustee and
        separate trustee.


                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 1 Distributions.

               Holders shall receive Distributions (as defined herein) in
accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Preferred Securities and the Common
Securities in accordance with the preferences set forth in their respective
terms. If and to the extent that the Debenture Issuer makes a payment of
interest (including Compounded Interest (as defined in the Indenture) and
Additional Interest), premium and/or principal on the Debentures held by the
Institutional Trustee (the amount of any such payment being a "Payment Amount"),
the Institutional Trustee shall and is directed, to the extent funds are
available for that purpose, to make a distribution (a "Distribution") of the
Payment Amount to Holders.


                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 1    General Provisions Regarding Securities.

               (a) The Regular Trustees shall on behalf of the Trust issue
one class of preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities" or the "Capital Securities) and one class of common 


                                       45
<PAGE>

securities  representing  undivided  beneficial  interests  in the assets of the
Trust having such terms as are set forth in Annex I (the  "Common  Securities.")
The Trust  shall issue no  securities  or other  interests  in the assets of the
Trust other than the Preferred Securities and the Common Securities.

               (b) The Certificates shall be signed on behalf of the Trust by a
Regular Trustee. Such signature shall be the manual or facsimile signature of
any present or any future Regular Trustee. In case any Regular Trustee of the
Trust who shall have signed any of the Securities shall cease to be such Regular
Trustee before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Regular Trustees of the Trust, although
at the date of the execution and delivery of the Declaration any such person was
not such a Regular Trustee. Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.

               (c) A Security shall not be valid until authenticated by the
manual signature of an authorized signatory of the Institutional Trustee. The
signature shall be conclusive evidence that the Security has been authenticated
under this Declaration.

               The Institutional Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Institutional Trustee may do so. Each
reference in this Declaration to authentication by the Institutional Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Institutional Trustee to deal with the Sponsor or an Affiliate.

                                       46
<PAGE>

               (d) The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.

               (e) Upon issuance of the Securities as provided in this
Declaration and the receipt of the consideration therefor, the Securities so
issued shall be deemed to be validly issued, fully paid and non-assessable.

               (f) Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.

SECTION 7.2 Paying Agent.

               The Trust shall appoint an agent (the "Paying Agent"), which
shall initially be Citibank, N.A., which shall make Distributions to the
Securities Holders from the Institutional Trustee Account and shall report the
amounts of such Distributions to the Regular Trustees and the Institutional
Trustee. Any Paying Agent shall have the revocable power to withdraw funds from
the Institutional Trustee Account for the purpose of making the Distributions.
The Institutional Trustee shall be entitled to rely upon a certificate of the
Paying Agent stating the amount of such funds so to be withdrawn and that the
same are to be applied by the Paying Agent in accordance with this Section 7.2.
The Regular Trustees may revoke such power and remove the Paying Agent in their
sole discretion. The Paying Agent may choose any co-paying agent that is
acceptable to the Regular Trustees. The Paying Agent shall be permitted to
resign upon 30 days' notice to the Regular Trustees. In the event of the removal
or resignation of the Paying Agent, the Regular Trustees shall appoint a
successor that is reasonably acceptable to the Institutional Trustee to act as
Paying Agent (which shall be a bank, trust company or an Affiliate of the
Sponsor). The Regular Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed to execute and deliver to the Trustees an
instrument in which such Paying Agent or additional Paying Agent shall agree
with the Trustees that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold

                                       47
<PAGE>

all sums, if any, held by it for payment to the Securities Holders in trust for
the benefit of the Securities Holders entitled thereto until such sums shall be
paid to such Securities Holders. The Paying Agent shall return all unclaimed
funds to the Institutional Trustee and upon resignation or removal of a Paying
Agent such Paying Agent also shall return all funds in its possession to the
Institutional Trustee. The provisions of Sections 3.8(d), 3.9, 3.10 and 3.17
shall apply to the Paying Agent appointed hereunder, and the Paying Agent shall
be bound by the requirements with respect to paying agents of securities issued
pursuant to the Trust Indenture Act. Any reference in this Declaration to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.


                                  ARTICLE VIII
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 1 Dissolution and Termination of Trust.

               (a)      The Trust shall dissolve:

               (i)      on ________________, the expiration term of the Trust;

               (ii)     upon the bankruptcy of the Sponsor;

               (iii)    upon the filing of a certificate of dissolution or its
        equivalent with respect to the Sponsor; the consent of at least a
        majority in liquidation amount of the Securities affected thereby voting
        together as a single class to file a certificate of cancellation with
        respect to the Trust or the revocation of the Sponsor's charter and the
        expiration of 90 days after the date of revocation without a
        reinstatement thereof;

               (iv) upon the election by the Regular Trustees to dissolve the
        Trust, following the occurrence of a Tax Event or a Regulatory Capital
        Event in accordance with the terms of the Securities and the
        distribution of all of the Debentures endorsed thereon to the Holders of
        Securities in exchange for all of the Securities;

                                       48
<PAGE>

               (v)      upon the entry of a decree of judicial dissolution of 
        the Holder of the Common Securities, the Sponsor or the Trust;

               (vi) when all of the Securities shall have been called for
        redemption and the amounts necessary for redemption thereof shall have
        been paid to the Holders in accordance with the terms of the Securities;
        or

               (vii)   before the issuance of any Securities, with the consent
        of all of the Regular Trustees and the Sponsor.

               (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), and upon the completion of the winding up of the
Trust, one of the Trustees (each of whom is hereby authorized to take such
action) shall file a certificate of cancellation with the Secretary of State of
the State of Delaware terminating the Trust.

               (c) The provisions of Section 3.9 and Article X shall survive
the termination of the Trust.


                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 1 Transfer of Securities.

               (a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

               (b)    Subject to this Article IX, Preferred Securities shall be
freely transferable.

               (c)      The Sponsor may not transfer the Common Securities.

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<PAGE>

SECTION 2 Transfer of Certificates.

               (a) The Regular Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected without
charge but only upon payment (with such indemnity as the Trust or the Sponsor
may reasonably require) in respect of any tax or other government charges that
may be imposed in relation to it. Upon surrender for registration of transfer of
any Certificate, the Regular Trustees shall cause one or more new Certificates
to be issued in the name of the designated transferee or transferees. Every
Certificate surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Regular Trustees duly
executed by the Holder or such Holder's attorney duly authorized in writing.
Each Certificate surrendered for registration of transfer shall be canceled by
the Regular Trustees. A transferee of a Certificate shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by
such transferee of a Certificate. By acceptance of a Certificate, each
transferee shall be deemed to have agreed to be bound by this Declaration.

               (b) Upon receipt by the Institutional Trustee of a Definitive
Preferred Security Certificate, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Institutional Trustee,
requesting transfer of such Definitive Preferred Security Certificate for a
beneficial interest in a Global Certificate, the Institutional Trustee shall
cancel such Definitive Preferred Security Certificate and cause, or direct the
Clearing Agency to cause, the aggregate number of Preferred Securities
represented by the appropriate Global Certificate to be increased accordingly.
If no Global Certificates are then outstanding, the Trust shall issue and the
Institutional Trustee shall authenticate, upon written order of any Regular
Trustee, an appropriate number of Preferred Securities in global form.

               (c) Upon receipt by the Institutional Trustee from the Clearing
Agency or its nominee on behalf of any Person having a beneficial interest in a
Global Certificate of written instructions or such other form of instructions as
is customary for the Clearing Agency or the person designated by the Clearing
Agency, requesting transfer of a beneficial interest in a Global

                                       50
<PAGE>

Certificate for a Definitive Preferred Security Certificate, then the
Institutional Trustee or the securities custodian, at the direction of the
Institutional Trustee, will cause, in accordance with the standing instructions
and procedures existing between the Clearing Agency and the securities
custodian, the aggregate principal amount of the Global Certificate to be
reduced on its books and records and, following such reduction, the Trust will
execute and the Institutional Trustee will authenticate and deliver to the
transferee a Definitive Preferred Security Certificate.

               Definitive Preferred Security Certificates issued in exchange for
a beneficial interest in a Global Certificate shall be registered in such names
and in such authorized denominations as the Clearing Agency, pursuant to
instructions from its Clearing Agency Participants or indirect participants or
otherwise, shall instruct the Institutional Trustee. The Institutional Trustee
shall deliver such Preferred Securities to the persons in whose names such
Preferred Securities are so registered in accordance with the instructions of
the Clearing Agency.

               (d) Notwithstanding any other provisions of this Declaration, a
Global Certificate may not be transferred as a whole except by the Clearing
Agency to a nominee of the Clearing Agency or another nominee of the Clearing
Agency or by the Clearing Agency or any such nominee to a successor Clearing
Agency or a nominee of such successor Clearing Agency.

SECTION (3) Deemed Security Holders.

               The Trustees may treat the Person in whose name any Certificate
shall be registered on the books and records of the Trust as the sole holder of
such Certificate and of the Securities represented by such Certificate for
purposes of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

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<PAGE>

SECTION (4) Book Entry Interests.

               Unless otherwise specified in the terms of the Preferred
Securities, the Preferred Securities Certificates, on original issuance, will be
issued in the form of one or more, fully registered, global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Preferred Security Beneficial Owner will
receive a definitive Preferred Security Certificate representing such Preferred
Security Beneficial Owner's interests in such Global Certificates, except as
provided in Section 9.7. Unless and until definitive, fully registered Preferred
Security Certificates (the "Definitive Preferred Security Certificates") have
been issued to the Preferred Security Beneficial Owners pursuant to Section 9.7:

               (a)    the provisions of this Section 9.4 shall be in full force
        and effect;

               (b) the Trust and the Trustees shall be entitled to deal with the
        Clearing Agency for all purposes of this Declaration (including the
        payment of Distributions on the Global Certificates and receiving
        approvals, votes or consents hereunder) as the Holder of the Preferred
        Securities and the sole holder of the Global Certificates and shall have
        no obligation to the Preferred Security Beneficial Owners;

               (c) to the extent that the provisions of this Section 9.4
        conflict with any other provisions of this Declaration, the provisions
        of this Section 9.4 shall control; and

               (d) the rights of the Preferred Security Beneficial Owners
        shall be exercised only through the Clearing Agency and shall be limited
        to those established by law and agreements between such Preferred
        Security Beneficial Owners and the Clearing Agency and/or the Clearing
        Agency Participants and receive and transmit payments of Distributions
        on the Global Certificates to such Clearing

                                       52
<PAGE>

        Agency Participants. DTC will make book entry transfers among the 
        Clearing Agency Participants.

               Clearing Agency Participants shall have no rights under this
Declaration with respect to any Global Certificate held on their behalf by the
Clearing Agency or by the Institutional Trustee as the custodian of the Clearing
Agency or under such Global Certificate, and the Clearing Agency may be treated
by the Trust, the Institutional Trustee and any agent of the Trust or the
Institutional Trustee as the absolute owner of such Global Certificate for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Trust, the Institutional Trustee or any agent of the Trust or the
Institutional Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Clearing Agency or impair, as between the
Clearing Agency and its Clearing Agency Participants, the operation of customary
practices of such Clearing Agency governing the exercise of the rights of a
holder of a beneficial interest in any Global Certificate.

               At such time as all beneficial interests in a Global Certificate
have either been exchanged for Definitive Preferred Security Certificates to the
extent permitted by this Declaration or redeemed, repurchased or canceled in
accordance with the terms of this Declaration, such Global Certificate shall be
returned to the Clearing Agency for cancellation or retained and canceled by the
Institutional Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Certificate is exchanged for Definitive Preferred Security
Certificates, or if Definitive Preferred Security Certificates are exchanged for
a beneficial interest in a Global Certificate, Preferred Securities represented
by such Global Certificate shall be reduced or increased and an adjustment shall
be made on the books and records of the Institutional Trustee (if it is then the
securities custodian for such Global Certificate) with respect to such Global
Certificate, by the Institutional Trustee or the securities custodian, to
reflect such reduction or increase.

SECTION 5 Notices to Clearing Agency.

               Whenever a notice or other communication to the Preferred
Security Holders is required under this Declaration,

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<PAGE>

unless and until Definitive Preferred Security Certificates shall have been
issued to the Preferred Security Beneficial Owners pursuant to Section 9.7, the
Regular Trustees shall give all such notices and communications specified herein
to be given to the Preferred Security Holders to the Clearing Agency, and shall
have no notice obligations to the Preferred Security Beneficial Owners.

SECTION 6 Appointment of Successor Clearing Agency.

               If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the Regular
Trustees may, in their sole discretion, appoint a successor Clearing Agency with
respect to such Preferred Securities.

SECTION 7    Definitive Preferred Security Certificates.

               If:

               (a) a Clearing Agency elects to discontinue its services as
        securities depositary with respect to the Preferred Securities and a
        successor Clearing Agency is not appointed within 90 days after such
        discontinuance pursuant to Section 9.6; or

               (b) the Regular Trustees elect after consultation with the
        Sponsor to terminate the book entry system through the Clearing Agency
        with respect to the Preferred Securities,

then:

               (c)      Definitive Preferred Security Certificates shall be
        prepared by the Regular Trustees on behalf of the Trust with respect to
        such Preferred Securities; and

               (d) upon surrender of the Global Certificates by the Clearing
        Agency, accompanied by registration instructions, the Regular Trustees
        shall cause Definitive Preferred Security Certificates to be delivered
        to Preferred Security Beneficial Owners in accordance with the
        instructions of the Clearing Agency. Neither the Trustees nor the Trust
        shall

                                       54
<PAGE>

        be liable for any delay in delivery of such instructions and each
        of them may conclusively rely on and shall be protected in relying on,
        said instructions of the Clearing Agency. The Definitive Preferred
        Security Certificates shall be printed, lithographed or engraved or may
        be produced in any other manner as is reasonably acceptable to the
        Regular Trustees, as evidenced by their execution thereof, and may have
        such letters, numbers or other marks of identification or designation
        and such legends or endorsements as the Regular Trustees may deem
        appropriate, or as may be required to comply with any law or with any
        rule or regulation made pursuant thereto or with any rule or regulation
        of any stock exchange on which Preferred Securities may be listed, or to
        conform to usage.

SECTION 8    Mutilated, Destroyed, Lost or Stolen Certificates.

               If:

               (a) any mutilated Certificates should be surrendered to the
        Regular Trustees, or if the Regular Trustees shall receive evidence to
        their satisfaction of the destruction, loss or theft of any Certificate;
        and

               (b)      there shall be delivered to the Regular Trustees such
        security or indemnity as may be required by them to keep each of them
        harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 9.8, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an ownership interest in the relevant Securities, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

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<PAGE>

                                    ARTICLE X
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 1 Liability.

               (a)      Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not be:

               (i) personally liable for the return of any portion of the
        capital contributions (or any return thereon) of the Holders of the
        Securities which shall be made solely from assets of the Trust; or

               (ii)      required to pay to the Trust or to any Holder of
        Securities any deficit upon dissolution of the Trust or otherwise.

               (b) The Debenture Issuer shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust's assets.

               (c) Pursuant to ss. 3803(a) of the Business Trust Act, the
Holders of the Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

SECTION 2 Exculpation.

               (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence or
willful misconduct with respect to such acts or omissions.

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<PAGE>

               (b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.

SECTION 3 Fiduciary Duty.

               (a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Institutional Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.

               (b)      Unless otherwise expressly provided herein:

               (i)      whenever a conflict of interest exists or arises between
        any Covered Persons; or

               (ii) whenever this Declaration or any other agreement
        contemplated herein or therein provides that an Indemnified Person shall
        act in a manner that is, or provides terms that are, fair and reasonable
        to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or

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<PAGE>

accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

               (c)      Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

               (i) in its "discretion" or under a grant of similar authority,
        the Indemnified Person shall be entitled to consider such interests and
        factors as it desires, including its own interests, and shall have no
        duty or obligation to give any consideration to any interest of or
        factors affecting the Trust or any other Person; or

               (ii) in its "good faith" or under another express standard, the
        Indemnified Person shall act under such express standard and shall not
        be subject to any other or different standard imposed by this
        Declaration or by applicable law.

SECTION 4 Indemnification.

               (a) (i) The Debenture Issuer shall indemnify, to the full extent
        permitted by law, any Company Indemnified Person who was or is a party
        or is threatened to be made a party to any threatened, pending or
        completed action, suit or proceeding, whether civil, criminal,
        administrative or investigative (other than an action by or in the right
        of the Trust) by reason of the fact that he is or was a Company
        Indemnified Person against expenses (including attorneys' fees and
        expenses), judgments, fines and amounts paid in settlement actually and
        reasonably incurred by him in connection with such action, suit or
        proceeding if he acted in good faith and in a manner he reasonably
        believed to be in or not opposed to the best interests of the Trust,
        and, with respect to any criminal action or proceeding, had no
        reasonable cause to believe his conduct was unlawful. The termination of
        any action, suit or proceeding by judgment, order, settlement,
        conviction, or upon a plea of nolo

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<PAGE>

        contendere or its equivalent, shall not, of itself, create a presumption
        that the Company Indemnified Person did not act in good faith and in a
        manner which he reasonably believed to be in or not opposed to the best
        interests of the Trust, and, with respect to any criminal action or
        proceeding, had reasonable cause to believe that his conduct was
        unlawful.

               (ii) The Debenture Issuer shall indemnify, to the full extent
        permitted by law, any Company Indemnified Person who was or is a party
        or is threatened to be made a party to any threatened, pending or
        completed action or suit by or in the right of the Trust to procure a
        judgment in its favor by reason of the fact that he is or was a Company
        Indemnified Person against expenses (including attorneys' fees and
        expenses) actually and reasonably incurred by him in connection with the
        defense or settlement of such action or suit if he acted in good faith
        and in a manner he reasonably believed to be in or not opposed to the
        best interests of the Trust and except that no such indemnification
        shall be made in respect of any claim, issue or matter as to which such
        Company Indemnified Person shall have been adjudged to be liable to the
        Trust unless and only to the extent that the Court of Chancery of
        Delaware or the court in which such action or suit was brought shall
        determine upon application that, despite the adjudication of liability
        but in view of all the circumstances of the case, such person is fairly
        and reasonably entitled to indemnity for such expenses which such Court
        of Chancery or such other court shall deem proper.

               (iii) To the extent that a Company Indemnified Person shall be
        successful on the merits or otherwise (including dismissal of an action
        without prejudice or the settlement of an action without admission of
        liability) in defense of any action, suit or proceeding referred to in
        paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any
        claim, issue or matter therein, he shall be indemnified, to the full
        extent permitted by law, against expenses (including attorneys' fees)
        actually and reasonably incurred by him in connection therewith.

               (iv) Any indemnification under paragraphs (i) and (ii) of this
        Section 10.4(a) (unless ordered by a court)

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<PAGE>

        shall be made by the Debenture Issuer only as authorized in the specific
        case upon a determination that indemnification of the Company
        Indemnified Person is proper in the circumstances because he has met the
        applicable standard of conduct set forth in paragraphs (i) and (ii).
        Such determination shall be made (1) by the Regular Trustees by a
        majority vote of a quorum consisting of such Regular Trustees who were
        not parties to such action, suit or proceeding, (2) if such a quorum is
        not obtainable, or, even if obtainable, if a quorum of disinterested
        Regular Trustees so directs, by independent legal counsel in a written
        opinion, or (3) by the Common Security Holder of the Trust.

               (v) Expenses (including attorneys' fees and expenses) incurred by
        a Company Indemnified Person in defending a civil, criminal,
        administrative or investigative action, suit or proceeding referred to
        in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the
        Debenture Issuer in advance of the final disposition of such action,
        suit or proceeding upon receipt of an undertaking by or on behalf of
        such Company Indemnified Person to repay such amount if it shall
        ultimately be determined that he is not entitled to be indemnified by
        the Debenture Issuer as authorized in this Section 10.4(a).
        Notwithstanding the foregoing, no advance shall be made by the Debenture
        Issuer if a determination is reasonably and promptly made (i) by the
        Regular Trustees by a majority vote of a quorum of disinterested Regular
        Trustees, (ii) if such a quorum is not obtainable, or, even if
        obtainable, if a quorum of disinterested Regular Trustees so directs, by
        independent legal counsel in a written opinion or (iii) by the Debenture
        Issuer that, based upon the facts known to the Regular Trustees, counsel
        or the Debenture Issuer at the time such determination is made, such
        Company Indemnified Person acted in bad faith or in a manner that such
        person did not believe to be in or not opposed to the best interests of
        the Trust, or, with respect to any criminal proceeding, that such
        Company Indemnified Person believed or had reasonable cause to believe
        his conduct was unlawful. In no event shall any advance be made in
        instances where the Regular Trustees, independent legal counsel or
        Debenture Issuer reasonably determine that such person deliberately
        breached his duty to the Trust or its Common or Preferred Security
        Holders.

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<PAGE>

               (vi) The indemnification and advancement of expenses provided by,
        or granted pursuant to, the other paragraphs of this Section 10.4(a)
        shall not be deemed exclusive of any other rights to which those seeking
        indemnification and advancement of expenses may be entitled under any
        agreement, vote of stockholders or disinterested directors of the
        Debenture Issuer or Preferred Security Holders of the Trust or
        otherwise, both as to action in his official capacity and as to action
        in another capacity while holding such office. All rights to
        indemnification under this Section 10.4(a) shall be deemed to be
        provided by a contract between the Debenture Issuer and each Company
        Indemnified Person who serves in such capacity at any time while this
        Section 10.4(a) is in effect. Any repeal or modification of this Section
        10.4(a) shall not affect any rights or obligations then existing.

               (vii) The Debenture Issuer or the Trust may purchase and maintain
        insurance on behalf of any person who is or was a Company Indemnified
        Person against any liability asserted against him and incurred by him in
        any such capacity, or arising out of his status as such, whether or not
        the Debenture Issuer would have the power to indemnify him against such
        liability under the provisions of this Section 10.4(a).

               (viii) For purposes of this Section 10.4(a), references to "the
        Trust" shall include, in addition to the resulting or surviving entity,
        any constituent entity (including any constituent of a constituent)
        absorbed in a consolidation or merger, so that any person who is or was
        a director, trustee, officer or employee of such constituent entity, or
        is or was serving at the request of such constituent entity as a
        director, trustee, officer, employee or agent of another entity, shall
        stand in the same position under the provisions of this Section 10.4(a)
        with respect to the resulting or surviving entity as he would have with
        respect to such constituent entity if its separate existence had
        continued.

               (ix) The indemnification and advancement of expenses provided by,
        or granted pursuant to, this Section 10.4(a) shall, unless otherwise
        provided when authorized or

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<PAGE>

        ratified, continue as to a person who has ceased to be a Company
        Indemnified Person and shall inure to the benefit of the heirs,
        executors and administrators of such a person.

               (b) The Debenture Issuer agrees to indemnify the (i)
Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the
Institutional Trustee and the Delaware Trustee, and (iv) any officers,
directors, shareholders, members, partners, employees, representatives,
custodians, nominees or agents of the Institutional Trustee and the Delaware
Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration or the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as set forth in this
Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration.

SECTION 5 Outside Businesses.

               Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to

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<PAGE>

recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Institutional Trustee may engage or
be interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.


                                   ARTICLE XI
                                   ACCOUNTING

SECTION 1 Fiscal Year.

               The fiscal year ("Fiscal Year") of the Trust shall be the
calendar year, or such other year as is required by the Code.

SECTION (I) Certain Accounting Matters .

               (a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes.

               (b) The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States federal
income tax information statement, required by the Code, containing such
information with regard to

                                       63
<PAGE>

the Securities held by each Holder as is required by the Code and the Treasury
Regulations. Notwithstanding any right under the Code to deliver any such
statement at a later date, the Regular Trustees shall endeavor to deliver all
such statements within 30 days after the end of each Fiscal Year of the Trust.

               (c) The Regular Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Regular Trustees on behalf of the Trust with any state or local
taxing authority.

SECTION 3 Banking.

               The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Debentures held by the Institutional Trustee shall be
made directly to the Institutional Trustee Account and no other funds of the
Trust shall be deposited in the Institutional Trustee Account. The sole
signatories for such accounts shall be designated by the Regular Trustees;
provided, however, that the Institutional Trustee shall designate the
signatories for the Institutional Trustee Account.

SECTION 4 Withholding.

               The Trust and the Regular Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Regular Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the

                                       64
<PAGE>

amount withheld shall be deemed to be a distribution in the amount of the
withholding to the Holder. In the event of any claimed over withholding, Holders
shall be limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld from actual Distributions made, the
Trust may reduce subsequent Distributions by the amount of such withholding.


                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION I Amendments.

               (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

               (i)      the Regular Trustees (or, if there are more than two
        Regular Trustees, a majority of the Regular Trustees);

               (ii)      if the amendment affects the rights, powers, duties,
        obligations or immunities of the Institutional Trustee, the 
        Institutional Trustee; and

               (iii)      if the amendment affects the rights, powers, duties,
        obligations or immunities of the Delaware Trustee, the Delaware Trustee;

               (b)      no amendment shall be made, and any such purported
amendment shall be void and ineffective:

               (i) unless, in the case of any proposed amendment, the
        Institutional Trustee shall have first received an Officers' Certificate
        from each of the Trust and the Sponsor that such amendment is permitted
        by, and conforms to, the terms of this Declaration (including the terms
        of the Securities);

               (ii) unless, in the case of any proposed amendment which affects
        the rights, powers, duties, obligations or

                                       65
<PAGE>

        immunities of the Institutional Trustee, the Institutional Trustee shall
        have first received:

                        (A) an Officers' Certificate from each of the Trust and
               the Sponsor that such amendment is permitted by, and conforms to,
               the terms of this Declaration (including the terms of the
               Securities); and

                        (B) an opinion of counsel (who may be counsel to the
               Sponsor or the Trust) that such amendment is permitted by, and
               conforms to, the terms of this Declaration (including the terms
               of the Securities); and

               (iii)    to the extent the result of such amendment would be to:

                        (A) cause the Trust to fail to continue to be
               classified for purposes of United States federal income taxation
               as a grantor trust;

                        (B)  reduce or otherwise adversely affect the powers of
               the Institutional Trustee in contravention of the Trust Indenture
               Act; or

                        (C)    cause the Trust to be deemed to be an Investment
               Company required to be registered under the Investment Company 
               Act;

               (c) at such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

               (d)    Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

               (e)      Article IV shall not be amended without the consent of
the Holders of a Majority in liquidation amount of the Common Securities and;

                                       66
<PAGE>

               (f) the rights of the Holders of the Common Securities under
Article V to increase or decrease the number of, and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities; and

               (g) Sections 12.1(a)(ii) and 12.1(b) shall not be amended
without the consent of the Institutional Trustee and Section 12.1(a)(iii) shall
not be amended without the consent of the Delaware Trustee; and

               (h)      notwithstanding Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:

               (i)      cure any ambiguity;

               (ii)      correct or supplement any provision in this Declaration
        that may be defective or inconsistent with any other provision of this
        Declaration;

               (iii) add to the covenants, restrictions or obligations of the
        Sponsor, provided such amendment does not have a material adverse effect
        on the rights, preferences or privileges of the Holders;

               (iv) to conform to any change in Rule 3a-5 or written change in
        interpretation or application of Rule 3a-5 by any legislative body,
        court, government agency or regulatory authority which amendment does
        not have a material adverse effect on the rights, preferences or
        privileges of the Holders; and

               (v) to modify, eliminate or add to any provision of the
        Declaration to such extent as may be necessary to eliminate or reduce
        the adverse effects resulting from the occurrence of a Tax Event or
        Regulatory Capital Event, provided such amendment does not have a
        material adverse effect on the rights, preferences or privileges of the
        Holders.

                                       67
<PAGE>

SECTION 2 Meetings of the Holders of Securities; Action by Written Consent.

               (a) Meetings of the Holders of any class of Securities may be
called at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Security Certificates held by the Holders of Securities exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

               (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

               (i) notice of any such meeting shall be given to all the Holders
        of Securities having a right to vote thereat at least seven days and not
        more than 60 days before the date of such meeting. Whenever a vote,
        consent or approval of the Holders of Securities is permitted or
        required under this Declaration or the rules of any stock exchange on
        which the Preferred Securities are listed or admitted for trading, such
        vote, consent or approval may be given at a meeting of the Holders of
        Securities. Any action that may be taken at a meeting of the Holders of
        Securities may be taken without a meeting if a consent in writing
        setting forth the action so taken is signed by the Holders of Securities
        owning not less than the minimum amount of Securities in liquidation
        amount that would be necessary to authorize or take such action at a
        meeting at which all Holders of Securities

                                       68
<PAGE>

        having a right to vote thereon were present and voting. Prompt notice of
        the taking of action without a meeting shall be given to the Holders of
        Securities entitled to vote who have not consented in writing. The
        Regular Trustees may specify that any written ballot submitted to the
        Security Holder for the purpose of taking any action without a meeting
        shall be returned to the Trust within the time specified by the Regular
        Trustees;

             (ii) each Holder of a Security may authorize any Person to act for
        it by proxy on all matters in which a Holder of Securities is entitled
        to participate, including waiving notice of any meeting, or voting or
        participating at a meeting. No proxy shall be valid after the expiration
        of 11 months from the date thereof unless otherwise provided in the
        proxy. Every proxy shall be revocable at the pleasure of the Holder of
        Securities executing it. Except as otherwise provided herein, all
        matters relating to the giving, voting or validity of proxies shall be
        governed by the General Corporation Law of the State of Delaware
        relating to proxies, and judicial interpretations thereunder, as if the
        Trust were a Delaware corporation and the Holders of the Securities were
        stockholders of a Delaware corporation;

               (iii)   each meeting of the Holders of the Securities shall be
        conducted by the Regular Trustees or by such other Person that the
        Regular Trustees may designate; and

               (iv)unless the Business Trust Act, this Declaration, the terms of
        the Securities, the Trust Indenture Act or the listing rules of any
        stock exchange on which the Preferred Securities are then listed or
        trading, otherwise provides, the Regular Trustees, in their sole
        discretion, shall establish all other provisions relating to meetings of
        Holders of Securities, including notice of the time, place or purpose of
        any meeting at which any matter is to be voted on by any Holders of
        Securities, waiver of any such notice, action by consent without a
        meeting, the establishment of a record date, quorum requirements, voting
        in person or by proxy or any other matter with respect to the exercise
        of any such right to vote.

                                       69
<PAGE>


                                  ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 1 Representations and Warranties of Institutional Trustee.

               The Trustee that acts as initial Institutional Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Institutional Trustee represents and warrants to the Trust
and the Sponsor at the time of the Successor Institutional Trustee's acceptance
of its appointment as Institutional Trustee that:

               (a) the Institutional Trustee is a Delaware banking corporation
        with trust powers and authority to execute and deliver, and to carry out
        and perform its obligations under the terms of, this Declaration;

               (b) the execution, delivery and performance by the Institutional
        Trustee of the Declaration has been duly authorized by all necessary
        corporate action on the part of the Institutional Trustee. The
        Declaration has been duly executed and delivered by the Institutional
        Trustee, and it constitutes a legal, valid and binding obligation of the
        Institutional Trustee, enforceable against it in accordance with its
        terms, subject to applicable bankruptcy, reorganization, moratorium,
        insolvency, and other similar laws affecting creditors' rights generally
        and to general principles of equity and the discretion of the court
        (regardless of whether the enforcement of such remedies is considered in
        a proceeding in equity or at law);

               (c) the execution, delivery and performance of this Declaration
        by the Institutional Trustee does not conflict with or constitute a
        breach of the charter or by-laws of the Institutional Trustee; and

               (d) no consent, approval or authorization of, or registration
        with or notice to, any Delaware State or federal banking authority is
        required for the execution, delivery or performance by the Institutional
        Trustee, of this Declaration.

                                       70
<PAGE>

SECTION 2 Representations and Warranties of Delaware Trustee.

               The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

               (a) The Delaware Trustee is duly organized, validly existing and
        in good standing under the laws of the State of Delaware, with trust
        power and authority to execute and deliver, and to carry out and perform
        its obligations under the terms of, this Declaration.

               (b) The Delaware Trustee has been authorized to perform its
        obligations under the Certificate of Trust and the Declaration. The
        Declaration under Delaware law constitutes a legal, valid and binding
        obligation of the Delaware Trustee, enforceable against it in accordance
        with its terms, subject to applicable bankruptcy, reorganization,
        moratorium, insolvency, and other similar laws affecting creditors'
        rights generally and to general principles of equity and the discretion
        of the court (regardless of whether the enforcement of such remedies is
        considered in a proceeding in equity or at law).

               (c) No consent, approval or authorization of, or registration
        with or notice to, any federal banking authority is required for the
        execution, delivery or performance by the Delaware Trustee, of this
        Declaration.

               (d) The Delaware Trustee is a natural person who is a
        resident of the State of Delaware or, if not a natural person, an entity
        which has its principal place of business in the State of Delaware.

                                       71
<PAGE>


                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 1     Notices.

               All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered, telecopied
or mailed by first class mail, as follows:

               (a) if given to the Trust, in care of the Regular Trustees at the
        Trust's mailing address set forth below (or such other address as the
        Trust may give notice of to the Holders of the Securities):


                        Citicorp Capital VIII
                        c/o Citicorp
                        399 Park Avenue
                        New York, New York  10043
                        Attention: Treasurer
                        Telecopy:  (212) 527-2765

               (b) if given to the Delaware Trustee, at the mailing address set
        forth below (or such other address as Delaware Trustee may give notice
        of to the Holders of the Securities):

                        Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, Delaware  19890-0001
                        Attention: Corporate Trust Department
                        Telecopy:  (302) 651-1576

               (c) if given to the Institutional Trustee, at the Institutional
        Trustee's mailing address set forth below (or such other address as the
        Institutional Trustee may give notice of to the Holders of the
        Securities):

                                       72
<PAGE>

                        Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, Delaware  19890-0001
                        Attention: Corporate Trust Trustee
                                 Administration
                            Telecopy: (302) 651-1576

               (d) if given to the Holder of the Common Securities, at the
        mailing address of the Sponsor set forth below (or such other address as
        the Holder of the Common Securities may give notice to the Trust):

                        Citicorp
                        399 Park Avenue
                        New York, New York  10043
                        Attention: Treasurer

               (e)     if given to any other Holder, at the address set forth on
        the books and records of the Trust.

               All such notices shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 2 Governing Law.

               This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to the
principles of conflict of laws of the State of Delaware or any other
jurisdiction that would call for the application of the law of any jurisdiction
other than the State of Delaware; provided, however, that there shall not be
applicable to the Trust, the Trustees or this Declaration any provision of the
laws (statutory or common) of the State of Delaware pertaining to trusts that
relate to or regulate, in a manner inconsistent with the terms hereof (a) the
filing with any court or governmental body or

                                       73
<PAGE>

agency of trustee accounts or
schedules of trustee fees and charges, (b) affirmative requirements to post
bonds for trustees, officers, agents or employees of a trust, (c) the necessity
for obtaining court or other governmental approval concerning the acquisition,
holding or disposition of real or personal property, (d) fees or other sums
payable to trustees, officers, agents or employees of a trust, (e) the
allocation of receipts and expenditures to income or principal, (f) restrictions
or limitations on the permissible nature, amount or concentration of trust
investments or requirements relating to the titling, storage or other manner of
holding or investing trust assets or (g) the establishment of fiduciary or other
standards of responsibility or limitations on the acts or powers of trustees
that are inconsistent with the limitations or liabilities or authorities and
powers of the Trustees as set forth or referenced in this Declaration. Section
3540 of Title 12 of the Delaware Code shall not apply to the Trust.

SECTION 3 Intention of the Parties.

               It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention of
the parties.

SECTION 4 Headings.

               Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.

SECTION 5 Successors and Assigns.

               Whenever in this Declaration any of the parties hereto is named
or referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

                                       74
<PAGE>

SECTION 6 Partial Enforceability.

               If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION 7 Counterparts.

               This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

                                       75
<PAGE>


<PAGE>


               IN WITNESS WHEREOF, the undersigned has caused these presents to
be executed as of the day and year first above written.


                                            ----------------------------------
                                            Peter Gallant, as Regular Trustee


                                            ----------------------------------
                                            Ann Goodbody, as Regular Trustee


                                            WILMINGTON TRUST COMPANY,
                                            as Delaware Trustee


                                       By:
                                      Name:
                                     Title:


                                            WILMINGTON TRUST COMPANY,
                                              as Institutional Trustee


                                       By:
                                      Name:
                                     Title:


                                            CITICORP,
                                            as Sponsor


                                       By:
                                      Name:
                                     Title:


                                       76
<PAGE>


                                     ANNEX I


                                    TERMS OF
                            _____% CAPITAL SECURITIES
                            _____% COMMON SECURITIES


               Pursuant to Section 7.1 of the Amended and Restated Declaration
of Trust, dated as of December 20, 1996 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities ("Preferred Securities"
or "Capital Securities") and the Common Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration or, if not defined in such Declaration, as defined in the Prospectus
referred to below):

               1.    Designation and Number.

               (a)   Preferred Securities. _______ Preferred Securities of the
Trust with an aggregate liquidation amount with respect to the assets of the
Trust of ____________ dollars ($_____________) and a liquidation amount with
respect to the assets of the Trust of $_____ per preferred security, are hereby
designated for the purposes of identification only as "_______% Capital
Securities" (the "Preferred Securities"). The Preferred Security Certificates
evidencing the Preferred Securities shall be substantially in the form of
Exhibit A-1 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice or
to conform to the rules of any stock exchange on which the Preferred Securities
are listed.

               (b)  Common Securities. _____ Common Securities of the Trust with
an aggregate liquidation amount with respect to the assets of the Trust of
___________ dollars ($__________) and a liquidation amount with respect to the
assets of the Trust of $_____ per common security, are hereby designated for the
purposes of identification only as "______% Common Securities" (the "Common
Securities"). The Common Security Certificates evidencing the Common Securities
shall be substantially in the form of Exhibit A-2 to the Declaration, with such
changes and

                                      I-1
<PAGE>

additions thereto or deletions therefrom as may be required by ordinary usage, 
custom or practice.

               2.   Distributions.

               (a)  Distributions payable on each Security will be fixed at a
rate per annum of _____% (the "Coupon Rate") of the stated liquidation amount of
$______ per Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one semiannual Distribution period will bear additional distributions
thereon compounded semiannually at the Coupon Rate (to the extent permitted by
applicable law). The term "Distributions" as used herein includes such cash
distributions and any such additional distributions payable unless otherwise
stated. A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Institutional Trustee and to the extent
the Institutional Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full semiannual
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full semiannual Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 180-day semiannual Distribution period.

               (b)  Distributions on the Securities will be cumulative, will
accrue from _______________, and will be payable semiannually in arrears, on
___________ and __________ of each year, commencing on _________________, except
as otherwise described below. The Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment period
from time to time on the Debentures for a period not exceeding 10 consecutive
semiannual Distribution periods, including the first such semiannual
Distribution period during such period (each an "Extension Period"), during
which Extension Period no interest shall be due and payable on the Debentures,
provided that no Extension Period shall extend beyond the maturity date of the
Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, semiannual Distributions will continue to
accrue with additional distributions thereon (to the extent permitted by
applicable law) at the Coupon Rate compounded semiannually during

                                      I-2
<PAGE>

any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions within such Extension Period, may
not exceed 10 consecutive semiannual Distribution periods, including the first
semiannual Distribution period during such Extension Period, or extend beyond
the maturity date of the Debentures. Payments of accrued Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

               (c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. While the Preferred Securities remain in book-entry only
form, the relevant record dates shall be one Business Day prior to the relevant
payment dates which payment dates correspond to the interest payment dates on
the Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Preferred
Securities will be made as described under the heading "Description of the
Preferred Securities -- Book-Entry Only Issuance -- The Depository Trust
Company" in the Prospectus Supplement dated _________________, to the Prospectus
dated ________________ (together, the "Prospectus"), of the Trust included in
the Registration Statement on Form S-3 of the Sponsor, the Trust and certain
other business trusts. The relevant record dates for the Common Securities shall
be the same record date as for the Preferred Securities. If the Preferred
Securities shall not continue to remain in book-entry only form, the relevant
record dates for the Preferred Securities shall conform to the rules of any
securities exchange on which the securities are listed and, if none, shall be
selected by the Regular Trustees, which dates shall be at least one Business Day
but not more than ten Business Days before the relevant payment dates, which
payment dates correspond to the interest payment dates on the Debentures.
Distributions payable on any Securities that are not punctually paid on any
Distribution payment date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, will cease

                                      I-3
<PAGE>

to be payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with the Indenture. If any
date on which Distributions are payable on the Securities is not a Business Day,
then payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay).

              (d) If at any time while the Institutional Trustee is the Holder
of any Debentures, the Debenture Issuer is required to pay any Additional
Interest to the Trust or the Institutional Trustee under the Debentures, the
Payment Amount with respect to Distributions on the Securities pursuant to
Section 6.1 of the Declaration shall include any such Additional Interest.

               (e) In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

               3.   Liquidation Distribution Upon Dissolution.

               In the event of any voluntary or involuntary dissolution,
winding-up or liquidation of the Trust, the Holders of the Securities on the
date of the dissolution, winding-up or termination, as the case may be, will be
entitled to receive out of the assets of the Trust available for distribution to
Holders of Securities, after paying or making reasonable provision to pay all
claims and obligations of the Trust in accordance with Section 3808(e) of the
Business Trust Act, an amount equal to the aggregate of the stated liquidation
amount of $______ per Security plus accrued and unpaid Distributions thereon to
the date of payment (such amount being the "Liquidation Distribution"), unless,
in connection with such dissolution, winding-up or termination, Debentures in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of such Securities, with an interest rate equal to the Coupon Rate of,
and bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on, such Securities, shall be distributed on a Pro Rata
basis to the Holders of the Securities

                                      I-4
<PAGE>

in exchange for such Securities, after paying or making reasonable provision to
pay all claims and obligations of the Trust in accordance with Section 3808(e)
of the Business Trust Act.

               If, upon any such dissolution, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

                4.  Redemption and Distribution.

               (a)  Upon the repayment of the Debentures in whole or in part,
whether at maturity or upon redemption (either at the option of the Debenture
Issuer at any time on or after _________________ or pursuant to a Tax Event or
Regulatory Capital Event at any time prior to _______________), the proceeds
from such repayment or redemption shall be simultaneously applied to redeem, at
the Securities Redemption Price, Securities having an aggregate liquidation
amount equal to the aggregate principal amount of the Debentures so repaid or
redeemed; provided that holders will be given not less than 30 nor more than 60
days notice of such redemption of Securities.

               (b)   The "Securities Redemption Price" for each $_____ in stated
liquidation amount of Securities shall be:

               (i)   in the case of redemption of the Securities upon the
        maturity of the Debentures, the liquidation amount of $_______ per
        Security, plus accrued and unpaid Distributions thereon to but excluding
        the date of redemption; and

               (ii)  the case of redemption of the Securities upon any
        redemption of the Debentures by the Debenture Issuer (either at the
        option of the Debenture Issuer at any time on or after _________________
        or pursuant to a Tax Event or Regulatory Capital Event at any time prior
        to ________________), equal to the applicable Redemption Price (as
        defined in the Indenture) payable with respect to each $______ principal
        amount of Debentures so redeemed in accordance with the terms of the
        Debentures.

                                      I-5
<PAGE>

               If, at any time, a Regulatory Capital Event shall occur and be
continuing, the Sponsor may (i) cause the Trust to be dissolved, with the result
that after satisfaction of liabilities to creditors, if any, Debentures with an
aggregate principal amount equal to the aggregate stated liquidation amount of,
with an interest rate identical to the distribution rate of, and accrued and
unpaid interest equal to accrued and unpaid distributions on, the Securities,
would be distributed to the Holders of the Securities in liquidation of such
holders' interests in the Trust on a pro rata basis within 90 days following the
occurrence of such Regulatory Capital Event or (ii) within 90 days following the
occurrence of such Regulatory Capital Event, redeem the Debentures, in whole or
in part, upon not less than 30 nor more than 60 days' notice, for cash, with the
result that, following such redemption, the Securities will be redeemed by the
Trust at the Securities Redemption Price; provided, however, that if at the time
there is available to the Sponsor of the Trust the opportunity to eliminate
within such 90-day period, the Regulatory Capital Event by taking some
ministerial action, such as filing a form or making an election or pursuing some
other similar reasonable measure that has no adverse effect on the Trust, the
Sponsor or the holders of the Securities, then the Sponsor or the Trust will
pursue such measure in lieu of distribution or redemption of the Debentures.

               (c) "Regulatory Capital Event" means a determination by the
Sponsor, based on an opinion of counsel experienced in such matters (who may be
an employee of the Sponsor or any of its affiliates), that, as a result of any
amendment to, clarification of or change (including any announced prospective
change) in applicable laws or regulations or official interpretations thereof or
policies with respect thereto, which amendment, clarification or change is
effective after the date of this Prospectus Supplement, there is more than an
insubstantial risk that the Preferred Securities will no longer constitute Tier
1 capital of the Sponsor (or its equivalent) for purposes of the capital
adequacy guidelines of the Board of Governors of the Federal Reserve System or
its successor as the Sponsor's primary federal banking regulator.

               "Tax Event" means the Regular Trustees shall have received an
opinion (a "Dissolution Tax Opinion") of a nationally recognized independent tax
counsel experienced in such matters

                                      I-6
<PAGE>

("Tax Counsel") to the effect that, as a result of (a) any amendment to,
clarification of or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to or
change in an interpretation or application of such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision or
regulatory determination on or after such date), there is more than an
insubstantial risk that (i) the Trust would be subject to United States federal
income tax with respect to income accrued or received on the Debentures, (ii)
interest payable to the Trust on the Debentures would not be deductible by the
Sponsor for United States federal income tax purposes or (iii) the Trust would
be subject to more than a de minimis amount of other taxes, duties or other
governmental charges, provided that any such change, clarification or amendment
becomes effective on or after the date of this Prospectus Supplement.

               If, at any time, a Tax Event shall occur and be continuing, the
Sponsor may cause the Trust to be dissolved, with the result that after
satisfaction of liabilities to creditors, if any, Debentures with an aggregate
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the distribution rate of, and accrued and unpaid
interest equal to accrued and unpaid distributions on, the Securities, would be
distributed to the holders of the Securities in liquidation of such holders'
interests in the Trust on a Pro Rata basis within 90 days following the
occurrence of such Tax Event; provided that such dissolution and distribution
shall be conditioned on (i) the Regular Trustees' receipt of an opinion of Tax
Counsel (a "No Recognition Opinion"), which opinion may rely on published
revenue rulings of the Internal Revenue Service, to the effect that the holders
of the Securities will not recognize any gain or loss for United States federal
income tax purposes as a result of such dissolution and distribution of
Debentures and (ii) the Sponsor being unable to avoid such Tax Event within such
90-day period by taking some ministerial action or pursuing some other
reasonable measure that will have no adverse effect on the Trust, the Sponsor or
the Holders of the Securities. Furthermore, if after receipt of a Dissolution
Tax Opinion by the Regular Trustees (i) the Sponsor has received an opinion (a

                                      I-7
<PAGE>


"Redemption Tax Opinion") of Tax Counsel that, as a result of a Tax Event, there
is more than an insubstantial risk that the Sponsor would be precluded from
deducting the interest on the Debentures for United States federal income tax
purposes, even after the Debentures were distributed to the holders of
Securities in liquidation of such Holders' interests in the Trust as described
above, or (ii) the Regular Trustees shall have been informed by such Tax Counsel
that it cannot deliver a No Recognition Opinion to the Trust, the Sponsor shall
have the right, within 90 days following the occurrence of such Tax Event, to
redeem the Debentures, in whole or in part, upon not less than 30 nor more than
60 days' notice, for cash, with the result that, following such redemption, the
Securities will be redeemed by the Trust at the Securities Redemption Price;
provided, however, that if at the time there is available to the Sponsor or the
Trust the opportunity to eliminate, within such 90-day period, the Tax Event by
taking some ministerial action, such as filing a form or making an election or
pursuing some other similar reasonable measure that has no adverse effect on the
Trust, the Sponsor or the Holders of the Securities, then the Sponsor or the
Trust will pursue such measure in lieu of redemption of the Debentures.

               (d) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Common Securities and the
Preferred Securities will be redeemed Pro Rata and the Preferred Securities to
be redeemed will be as described in Section 4(g)(ii) below.

               (e) On and from the date fixed by the Regular Trustees for any
distribution of Debentures and dissolution of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) The Depository Trust Company (the
"Depository") or its nominee (or any successor Clearing Agency or its nominee),
as the record Holder of the Preferred Securities, will receive a registered
global certificate or certificates representing the Debentures to be delivered
upon such distribution and any certificates representing Securities, except for
certificates representing Preferred Securities held by the Depository or its
nominee (or any successor Clearing Agency or its nominee), will be deemed to
represent beneficial interests in the Debentures having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the Coupon Rate of, and accrued and unpaid interest equal to

                                      I-8
<PAGE>

accrued and unpaid Distributions on such Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissue.

               (f) The Trust may not redeem fewer than all the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

               (g)   The procedure with respect to redemptions and distributions
of Debentures shall be as follows:

               (i) Notice of any redemption of, or notice of distribution of
        Debentures in exchange for, the Securities (a "Redemption/Distribution
        Notice") will be given by the Trust by mail to each Holder of Securities
        to be redeemed or exchanged not fewer than 30 nor more than 60 days
        before the date fixed for redemption or exchange thereof which, in the
        case of a redemption, will be the date fixed for redemption of the
        Debentures. For purposes of the calculation of the date of redemption or
        exchange and the dates on which notices are given pursuant to this
        Section 4(g)(i), a Redemption/ Distribution Notice shall be deemed to be
        given on the day such notice is first mailed by first-class mail,
        postage prepaid, to Holders of Securities. Each Redemption/Distribution
        Notice shall be addressed to the Holders of Securities at the address of
        each such Holder appearing in the books and records of the Trust. No
        defect in the Redemption/Distribution Notice or in the mailing of either
        thereof with respect to any Holder shall affect the validity of the
        redemption or exchange proceedings with respect to any other Holder.

               (ii) In the event that fewer than all the outstanding Securities
        are to be redeemed, the Securities to be redeemed shall be redeemed Pro
        Rata from each Holder of Preferred Securities, it being understood that,
        in respect of Preferred Securities registered in the name of and held of
        record by the Depository or its nominee (or any successor Clearing
        Agency or its nominee), the distribution of the proceeds of such
        redemption will be made to each Clearing Agency Participant (or Person
        on whose behalf such nominee

                                      I-9
<PAGE>

        holds such securities) in accordance with the procedures applied by such
        agency or nominee.

               (iii) If Securities are to be redeemed and the Trust gives a
        Redemption/Distribution Notice, which notice may only be issued if the
        Debentures are to be redeemed as set out in this Section 4 (which notice
        will be irrevocable), then (A) while the Preferred Securities are in
        book-entry only form, with respect to the Preferred Securities, by 12:00
        noon, New York City time, on the redemption date, provided that the
        Debenture Issuer has paid the Institutional Trustee a sufficient amount
        of cash in connection with the related redemption or maturity of the
        Debentures, the Institutional Trustee will deposit irrevocably with the
        Depository or its nominee (or successor Clearing Agency or its nominee)
        funds sufficient to pay the applicable Securities Redemption Price with
        respect to the Preferred Securities and will give the Depository
        irrevocable instructions and authority to pay the Securities Redemption
        Price to the Holders of the Preferred Securities, and (B) with respect
        to Preferred Securities issued in definitive form and Common Securities,
        provided that the Debenture Issuer has paid the Institutional Trustee a
        sufficient amount of cash in connection with the related redemption or
        maturity of the Debentures, the Institutional Trustee will pay the
        relevant Securities Redemption Price to the Holders of such Securities
        by check mailed to the address of the relevant Holder appearing on the
        books and records of the Trust on the redemption date. If a
        Redemption/Distribution Notice shall have been given and funds deposited
        as required, if applicable, then immediately prior to the close of
        business on the date of such deposit, or on the redemption date, as
        applicable, distributions will cease to accrue on the Securities so
        called for redemption and all rights of Holders of such Securities so
        called for redemption will cease, except the right of the Holders of
        such Securities to receive the Securities Redemption Price, but without
        interest on such Securities Redemption Price. Neither the Regular
        Trustees nor the Trust shall be required to register or cause to be
        registered the transfer of any Securities that have been so called for
        redemption. If any date fixed for redemption of Securities is not a
        Business Day, then payment of the Securities Redemption Price payable

                                      I-10
<PAGE>

        on such date will be made on the next succeeding day that is a Business
        Day (and without any interest or other payment in respect of any such
        delay) except that, if such Business Day falls in the next calendar
        year, such payment will be made on the immediately preceding Business
        Day, in each case with the same force and effect as if made on such date
        fixed for redemption. If payment of the Securities Redemption Price in
        respect of any Securities is improperly withheld or refused and not paid
        either by the Institutional Trustee or by the Sponsor as guarantor
        pursuant to the relevant Securities Guarantee, Distributions on such
        Securities will continue to accrue from the original redemption date to
        the actual date of payment, in which case the Securities Redemption
        Price shall include such additional accrued Distributions.

               (iv) Redemption/Distribution Notices shall be sent by the Regular
        Trustees on behalf of the Trust to (A) in respect of the Preferred
        Securities, the Depository or its nominee (or any successor Clearing
        Agency or its nominee) if the Global Certificates have been issued or,
        if Definitive Preferred Security Certificates have been issued, to the
        Holder thereof, and (B) in respect of the Common Securities to the
        Holder thereof.

               (v) Subject to the foregoing and applicable law (including,
        without limitation, United States federal securities laws and banking
        laws), provided the acquiror is not the Holder of the Common Securities
        or the obligor under the Indenture, the Sponsor or any of its
        subsidiaries may at any time and from time to time purchase outstanding
        Preferred Securities by tender, in the open market or by private
        agreement.

               5.     Voting Rights - Preferred Securities.

               (a) Except as provided under Sections 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

               (b) Subject to the requirements set forth in this paragraph, the
Holders of a majority in aggregate liquidation amount of the Preferred
Securities, voting separately as a class

                                      I-11
<PAGE>

may direct the time, method, and place of conducting any proceeding for any
remedy available to the Institutional Trustee, or exercise any trust or power
conferred upon the Institutional Trustee under the Declaration, including the
right to direct the Institutional Trustee, as holder of the Debentures, to (i)
exercise the remedies available under the Indenture, conduct any proceeding for
any remedy available to the Debenture Trustee, or exercise any trust or power
conferred on the Debenture Trustee with respect to the Debentures, (ii) waive
any past default and its consequences that is waivable under Section 2.6 of the
Indenture, or (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable, provided, however,
that, where a consent under the Indenture would require the consent or act of
the Holders of greater than a majority of the Holders in principal amount of
Debentures affected thereby, (a "Super Majority"), the Institutional Trustee may
only give such consent or take such action at the written direction of the
Holders of at least the proportion in liquidation amount of the Preferred
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding. The Institutional Trustee shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Preferred Securities. Other than with respect to directing the time,
method and place of conducting any remedy available to the Institutional Trustee
or the Debenture Trustee as set forth above, the Institutional Trustee shall not
take any action in accordance with the directions of the Holders of the
Preferred Securities under this paragraph unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action. If the Institutional Trustee fails to
enforce its rights under the Declaration, any Holder of Preferred Securities may
institute a legal proceeding directly against any person to enforce the
Institutional Trustee's rights under the Declaration without first instituting a
legal proceeding against the Institutional Trustee or any other person. If a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay interest or principal
on the Debentures on the date such interest or principal is otherwise payable
(or in the case of redemption, on the redemption date), then a holder of
Preferred Securities

                                      I-12
<PAGE>

may directly institute a proceeding for enforcement of payment to such Holder of
the principal of or interest on the Debentures having a principal amount equal
to the aggregate liquidation amount of the Preferred Securities of such holder
(a "Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the rights of the holders of
the Common Securities Holder will be subrogated to the rights of such holder of
Preferred Securities to the extent of any payment made by the Issuer to such
holder of Preferred Securities in such Direct Action. Except as provided in the
preceding sentences, the Holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

               Any approval or direction of Holders of Preferred Securities may
be given at a separate meeting of Holders of Preferred Securities convened for
such purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Preferred Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents.

               No vote or consent of the Holders of the Preferred Securities
will be required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

               Notwithstanding that Holders of Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding, unless all of the
Preferred Securities are owned by the sponsor or any such Affiliate.

                                      I-13
<PAGE>

               6.   Voting Rights - Common Securities.

               (a) Except as provided under Sections 6(b), (c), 7(a) and 8 as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

               (b) The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.

               (c) Subject to Section 2.6 of the Declaration and only after the
Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the time,
method, place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section 2.6 of the Indenture, or (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable, provided that, where a consent or
action under the Indenture would require the consent or act of the Holders of
greater than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Institutional Trustee may only give such consent or take
such action at the written direction of the Holders of at least the proportion
in liquidation amount of the Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding.
Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the
Preferred Securities. Other than with respect to directing the time, method and
place of conducting any remedy available to the Institutional Trustee or the
Debenture Trustee as set forth above, the Institutional Trustee shall not take
any action in accordance with the directions of the Holders of the Common

                                      I-14
<PAGE>


Securities under this paragraph unless the Institutional Trustee has obtained an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action. If the Institutional Trustee fails to enforce
its rights under the Declaration, any Holder of Common Securities may institute
a legal proceeding directly against any Person to enforce the Institutional
Trustee's rights under the Declaration, without first instituting a legal
proceeding against the Institutional Trustee or any other Person.

               Any approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Common Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

               No vote or consent of the Holders of the Common Securities will
be required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

               7.   Amendments to Declaration and Indenture.

               (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of any or all of the
Securities, whether by way of amendment to the Declaration or otherwise, or (ii)
the dissolution, winding-up or termination of the Trust, other than as described
in Section 8.1 of the Declaration, then the Holders of outstanding Securities
voting together as a single

                                      I-15
<PAGE>

class will be entitled to vote on such amendment or proposal (but not on any
other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Securities affected thereby; provided, that, if any
amendment or proposal referred to in clause (i) above would adversely affect
only the Preferred Securities or only the Common Securities, then only the
affected class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of a
Majority in liquidation amount of such class of Securities.

               (b) In the event the consent of the Institutional Trustee as the
holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination on the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where the taking of any such action under the
Indenture would require the consent of the holders of greater than a majority in
aggregate principal amount of the Debentures (a "Super Majority"), the
Institutional Trustee may only give such consent at the direction of the Holders
of at least the proportion in liquidation amount of the Securities which the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding; provided, further, that where the taking of any such
action under the Indenture would require the consent of every holder of the
Debentures, the consent of all holders of Securities shall be required;
provided, further, that the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Securities under this
Section 7(b) unless the Institutional Trustee has obtained an opinion of
nationally recognized independent tax counsel in such matters to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action.

                                      I-16
<PAGE>

               8.   Pro Rata.

               A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding.

               9.   Ranking.

               The Preferred Securities rank pari passu with the Common
Securities and payment thereon shall be made Pro Rata with the Common
Securities, except that, if an Event of Default under the Declaration occurs and
is continuing, no payments in respect of Distributions on, or payments upon
liquidation, redemption or otherwise with respect to, the Common Securities
shall be made until the Holders of the Preferred Securities shall be paid in
full the Distributions, redemption, liquidation and other payments to which they
are entitled.

               10.  Acceptance of Securities Guarantee and Indenture.

               Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

                                      I-17
<PAGE>

               11.  No Preemptive Rights.

               The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

               12.  Miscellaneous.

               These terms constitute a part of the Declaration.

               The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate)
and the Indenture (including any supplemental indenture) to a Holder without
charge on written request to the Sponsor at its principal place of business.

               The Securities shall be governed by and interpreted in accordance
with the laws of the State of Delaware, and all rights and remedies shall be
governed by such laws without regard to principles of conflict of laws.

                                      I-18
<PAGE>


                                    EXHIBIT A-1

                      FORM OF PREFERRED SECURITY CERTIFICATE


               This Preferred Security is a Global Certificate within the
meaning of the Declaration hereinafter referred to and is registered in the name
of The Depository Trust Company (the "Depositary") or a nominee of the
Depositary. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Declaration and no transfer of
this Preferred Security (other than a transfer of this Preferred Security as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in limited circumstances.

               Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Trust or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

Certificate Number                           Number of Preferred Securities

                                                          CUSIP NO. __________


                   Certificate Evidencing Preferred Securities

                                       of

                               CITICORP CAPITAL VIII


                            ______% Capital Securities
                (liquidation amount $______ per Capital Security)

                                      A1-1
<PAGE>

               CITICORP  CAPITAL VIII, a statutory  business  trust formed under
the  laws  of the  State  of  Delaware  (the  "Trust"),  hereby  certifies  that
______________ (the "Holder") is the registered owner of preferred securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the 7.933% Capital Securities  (liquidation amount $1,000 per Capital
Security)   (the   "Preferred   Securities").   The  Preferred   Securities  are
transferable  on the  books and  records  of the  Trust,  in person or by a duly
authorized  attorney,  upon surrender of this  certificate  duly endorsed and in
proper form for transfer.  The designation,  rights,  privileges,  restrictions,
preferences  and  other  terms  and  provisions  of  the  Preferred   Securities
represented  hereby  are  issued  and shall in all  respects  be  subject to the
provisions of the Amended and Restated  Declaration  of Trust of the Trust dated
as of  December  20,  1996,  as the same may be  amended  from time to time (the
"Declaration"),  including  the  designation  of  the  terms  of  the  Preferred
Securities as set forth in Annex I to the  Declaration.  Capitalized  terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Preferred  Securities Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

               Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

               By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Preferred
Securities as evidence of indirect beneficial ownership in the Debentures.

               IN WITNESS WHEREOF, the Trust has executed this certificate this
____ day of __________, 1997.


                                            CITICORP CAPITAL VIII


                                            By:________________________________
                                               Name:
                                               Title: Regular Trustee

                                      A1-2
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is one of the Preferred Securities referred to in the
within-mentioned Declaration.


Dated __________, ____

                                            The Wilmington Trust Company,
                                              as Institutional Trustee



                                       By:
                                                 Authorized Signatory


                                                          or


                                            Citibank, N.A.
                                              as Authenticating Agent



                                       By:
                                                Authorized Signatory

                                      A1-3
<PAGE>


                           [FORM OF REVERSE OF SECURITY]


               Distributions payable on each Preferred Security will be fixed at
a rate per annum of _____% (the "Coupon Rate") of the stated liquidation amount
of $______ per Preferred Security, such rate being the rate of interest payable
on the Debentures to be held by the Institutional Trustee. Distributions in
arrears for more than one semiannual Distribution period will bear interest
thereon compounded semiannually at the Coupon Rate (to the extent permitted by
applicable law). The term "Distributions" as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed for any full semiannual Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full semiannual Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 180-day semiannual Distribution period.

               Except as otherwise described below, distributions on the
Preferred Securities will be cumulative, will accrue from the date of original
issuance and will be payable semiannually in arrears, on __________ and _______
of each year, commencing on ________________, to the holders of record on
the relevant record dates (as specified in the Declaration) next preceding such
payment dates. The Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period from time to time
on the Debentures for a period not exceeding 10 consecutive semiannual interest
periods, including the first such semiannual Distribution period during such
extension period (each an "Extension Period"), provided that no Extension Period
shall extend beyond the date of the maturity of the Debentures. As a consequence
of such deferral, Distributions will also be deferred. Despite such deferral,
semiannual Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at the Coupon Rate compounded semiannually
during any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further

                                      A1-4
<PAGE>

extensions within such Extension Period, may
not exceed 10 consecutive semiannual interest periods, including the first
semiannual interest period during such Extension Period, or extend beyond the
maturity date of the Debentures. Payments of accrued Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

               Upon the occurrence and continuation of a Tax Event, (x) the
Sponsor shall have the right, in certain circumstances described in Annex I to
the Declaration, to liquidate the Trust within 90 days following the occurrence
of such Tax Event and cause the Debentures to be distributed to the holders of
the Securities in liquidation of the Trust and (y) prior to __________________,
the Debenture Issuer shall have the right, in certain circumstances described in
Annex I to the Declaration, to redeem the Debentures in whole or in part within
90 days following the occurrence of such Tax Event and, following such
redemption, cause Securities with an aggregate liquidation amount equal to the
aggregate principal amount of the Debentures so redeemed to be redeemed by the
Trust.

               Upon the occurrence and continuation of a Regulatory Capital
Event, (x) the Sponsor shall have the right to liquidate the Trust within 90
days following the occurrence of such Regulatory Capital Event and cause the
Debentures to be distributed to the holders of the Securities in liquidation of
the Trust and (y) prior to ________________, the Debenture Issuer shall have
the right to redeem the Debentures in whole or in part within 90 days following
the occurrence of such Regulatory Capital Event and, following such redemption,
cause Securities with an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so redeemed to be redeemed by the Trust.


               The Preferred Securities shall be redeemable as provided in the
Declaration.

                                      A1-5
<PAGE>

                              ---------------------



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
             (Insert assignee's social security or tax identification number)


-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-----------------------
                    (Insert address and zip code of assignee)


and irrevocably appoints
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
--------------------------------------------------------------------------agent
to transfer this Preferred Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.


Date: _______________________

Signature: __________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)

Signature Guarantee*: ___________________________________

--------
        *Signature must be guaranteed by an "eligible guarantor institution"
        that is a bank, stockbroker, savings and loan association or credit
        union meeting the requirements of the Registrar, which requirements
        include membership or participation in the Securities Transfer Agents
        Medallion Program ("STAMP") or such other "signature guarantee program"
        as may be determined by the Registrar in addition to, or in substitution
        for, STAMP, all in accordance with the Securities and Exchange Act of
        1934, as amended.


                                      A1-6
<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE


Certificate Number                                Number of Common Securities


                    Certificate Evidencing Common Securities

                                       of

                               CITICORP CAPITAL VIII


                            _____% Common Securities
                 (liquidation amount $1,000 per Common Security)


               CITICORP  CAPITAL VIII, a statutory  business  trust formed under
the laws of the State of Delaware (the "Trust"),  hereby certifies that Citicorp
(the  "Holder")  is the  registered  owner of  common  securities  of the  Trust
representing   undivided  beneficial  interests  in  the  assets  of  the  Trust
designated the ______% Common Securities  (liquidation amount $______ per Common
Security) (the "Common  Securities").  The Common Securities are transferable on
the books and records of the Trust, in person or by a duly authorized  attorney,
upon  surrender  of this  certificate  duly  endorsed  and in  proper  form  for
transfer. The designation,  rights,  privileges,  restrictions,  preferences and
other  terms and  provisions  of the Common  Securities  represented  hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of December 20, 1996, as the
same  may be  amended  from  time to time  (the  "Declaration"),  including  the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration.

                                      A2-1
<PAGE>

Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Common
Securities Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration, the Common Securities Guarantee and the Indenture
(including any supplemental indenture) to a Holder without charge upon written
request to the Sponsor at its principal place of business.

               Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder.

               By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Debentures.

               IN WITNESS WHEREOF, the Trust has executed this certificate this
 ___ day of ___________, 1997.


                                            CITICORP CAPITAL VIII


                                            By:________________________________
                                                Name:
                                                Title: Regular Trustee



                                      A2-2
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is one of the Common Securities referred to in the
within-mentioned Declaration.

Dated __________, ____

                                            The Wilmington Trust Company,
                                              as Institutional Trustee



                                       By:
                                                 Authorized Signatory

                                                         or

                                            Citibank, N.A.,
                                              as Authenticating Agent



                                       By:
                                                  Authorized Signatory



                                      A2-3
<PAGE>

                          [FORM OF REVERSE OF SECURITY]


               Distributions payable on each Common Security will be fixed at a
rate per annum of _____% (the "Coupon Rate") of the stated liquidation amount of
$_____ per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one semiannual Distribution period will bear interest thereon
compounded semiannually at the Coupon Rate (to the extent permitted by
applicable law). The term "Distributions" as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed for any full semiannual Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full semiannual Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 180-day semiannual Distribution period.

               Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semiannually in arrears, on ___________ and __________ of
each year, commencing on ________________, to Holders of record fifteen (15)
days prior to such payment dates, which payment dates shall correspond to the
interest payment dates on the Debentures. The Debenture Issuer has the right
under the Indenture to defer payments of interest by extending the interest
payment period from time to time on the Debentures for a period not exceeding 10
consecutive calendar semiannual interest periods, including the first such
quarter during such extension period (each an "Extension Period"), provided that
no Extension Period shall extend beyond the date of the maturity of the
Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, semiannual Distributions will continue to
accrue with interest thereon (to the extent permitted by applicable law) at the
Coupon Rate compounded semiannually during any such Extension Period. Prior to
the termination of any such Extension Period, the Debenture Issuer may further
defer payments of interest by further extending such Extension Period; provided
that such Extension Period, together with all such previous and further

                                      A2-4
<PAGE>

extensions within such Extension Period, may not exceed 10 consecutive calendar
semiannual interest periods, including the first semiannual interest period
during such Extension Period, or extend beyond the maturity date of the
Debentures. Payments of accrued Distributions will be payable to Holders as they
appear on the books and records of the Trust on the first record date after the
end of the Extension Period. Upon the termination of any Extension Period and
the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

               Upon the occurrence and continuation of a Tax Event, (x) the
Sponsor shall have the right, in certain circumstances described in Annex I to
the Declaration, to liquidate the Trust within 90 days following the occurrence
of such Tax Event and cause the Debentures to be distributed to the holders of
the Securities in liquidation of the Trust and (y) prior to ________________,
the Debenture Issuer shall have the right, in certain circumstances described in
Annex I to the Declaration, to redeem the Debentures in whole or in part within
90 days following the occurrence of such Tax Event and, following such
redemption, cause Securities with an aggregate liquidation amount equal to the
aggregate amount of the Debentures so redeemed to be redeemed by the Trust.

               Upon the occurrence and continuation of a Regulatory Capital
Event, (x) the Sponsor shall have the right to liquidate the Trust within 90
days following the occurrence of such Regulatory Capital Event and cause the
Debentures to be distributed to the holders of the Securities in liquidation of
the Trust and (y) prior to ________________, the Debenture Issuer shall have
the right to redeem the Debentures in whole or in part within 90 days following
the occurrence of such Regulatory Capital Event and, following such redemption,
cause Securities with an aggregate liquidation amount equal to the aggregate
amount of the Debentures so redeemed to be redeemed by the Trust.

               The Common Securities shall be redeemable as provided in the
Declaration.


                                      A2-5
<PAGE>

                              ---------------------

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------
(Insert assignee's social security or tax identification number)

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-----------------------
(Insert address and zip code of assignee)

and irrevocably appoints ------------------------------------------------------
---------------------------------------------------------agent to transfer this
Common Security Certificate on the books of the Trust. The agent may substitute
another to act for him or her.

Date: _______________________

Signature: __________________
(Sign exactly as your name appears on the other side of this Common Security 
Certificate)

Signature Guarantee*: ___________________________________



--------------------------

        *Signature must be guaranteed by an "eligible guarantor institution"
        that is a bank, stockbroker, savings and loan association or credit
        union meeting the requirements of the Registrar, which requirements
        include membership or participation in the Securities Transfer Agents
        Medallion Program ("STAMP") or such other "signature guarantee program"
        as may be determined by the Registrar in addition to, or in substitution
        for, STAMP, all in accordance with the Securities and Exchange Act of
        1934, as amended.


                                      A2-6
<PAGE>

                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE


                                      B-1
<PAGE>


                                    EXHIBIT C

                             UNDERWRITING AGREEMENT



                                      C-1