Exhibit 1(a)


                               CITICORP CAPITAL I

                               __________________


              __% ________________ Preferred Securities [(" ")(sm)]
               (Liquidation Amount of $25 Per Preferred Security)

                             Underwriting Agreement
                             ______________________
                                                   
                                                              New York, New York
                                                              ___________, 1996


[NAME OF REPRESENTATIVE[S]]
[ADDRESS[ES]]

As Representative[s] of the
  several Underwriters named in
  Schedule I hereto


Dear Sirs:

                  Citicorp Capital I (the "Trust"),  a statutory  business trust
organized  under the  Business  Trust Act (the  "Delaware  Act") of the State of
Delaware  (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. ss.ss. 3801 et
seq.),  and  Citicorp,  a Delaware  corporation  (together  with the Trust,  the
"Offerors"),   confirm  their  agreement  (this   "Agreement")   with  [NAME  OF
REPRESENTATIVE[S]] and each of the other Underwriters named in Schedule I hereto
(collectively,  the "Underwriters"),  for whom [NAME OF REPRESENTATIVE[S]]  [is]
[are] acting as representative[s] (in such capacity,  the  "Representative[s]"),
with  respect  to the  issuance  and sale by the Trust and the  purchase  by the
Underwriters,  acting  severally  and not jointly,  of an aggregate of __ shares
(the  "Firm  Shares")  and,  at  the  election  of  the  Underwriters,  up to __
additional  shares  (the  "Optional  Shares"),   of  __%  ___________  Preferred
Securities  (liquidation  amount  of $25 per  preferred  security)  representing
preferred undivided  beneficial  interests in the Trust (the Firm Shares and the
Optional Shares,  if any, which the Underwriters  elect to purchase  pursuant to
Section 2 hereof being referred to collectively as the "Preferred  Securities").
The Preferred Securities will be guaranteed by Citicorp, to the extent set forth
in the  Prospectus  (as  defined  herein),  with  respect to  distributions  and
payments upon liquidation,  redemption and otherwise (the "Preferred  Securities
Guarantee")  pursuant  to the  Preferred  Securities  Guarantee  Agreement  (the
"Preferred Securities Guarantee Agreement"),  dated as of _______, 1996, between
Citicorp and [Wilmington Trust Company],  as trustee 
                                     




<PAGE>


(the "Guarantee  Trustee"), and will be entitled to the benefits of the
Indenture (as defined  herein) and certain  backup  undertakings described in
the  Prospectus  (as defined  herein)  with  respect to  Citicorp's agreement
pursuant to the Declaration (as defined herein) and the Indenture (the
"Undertakings") to pay all costs,  expenses,  debts and obligations of the Trust
(other than payment obligations with respect to the Preferred  Securities).  The
Preferred Securities and the related Preferred Securities Guarantee are referred
to herein as the "Securities".

                  Prior to the  purchase  and public  offering of the  Preferred
Securities by the several Underwriters,  the Offerors and the Representative[s],
acting on behalf of the  several  Underwriters,  shall  enter into an  agreement
substantially  in the form of Exhibit A hereto (the  "Pricing  Agreement").  The
Pricing  Agreement  may take the form of an  exchange  of any  standard  form of
written  telecommunication  between the Offerors and the  Representative[s]  and
shall specify such  applicable  information as is indicated in Exhibit A hereto.
The offering of the Preferred Securities will be governed by this Agreement,  as
supplemented by the Pricing Agreement.  From and after the date of the execution
and  delivery  of the  Pricing  Agreement,  this  Agreement  shall be  deemed to
incorporate the Pricing Agreement,  and references to the date of this Agreement
shall be deemed to refer to the date of the Pricing Agreement.

                  The Offerors understand that the Underwriters  propose to make
a public offering of the Preferred  Securities as soon as the  Representative[s]
deem[s]  advisable  after the Pricing  Agreement has been executed and delivered
and the  Declaration,  the  Indenture  and the  Preferred  Securities  Guarantee
Agreement have been qualified  under the Trust Indenture Act of 1939, as amended
(the "Trust  Indenture  Act"). The entire proceeds to the Trust from the sale of
the  Securities  will be combined with the entire  proceeds from the sale by the
Trust to Citicorp of its common securities (the "Common  Securities"),  and will
be used by the  Trust  to  purchase  the __%  subordinated  debt  securities  of
Citicorp (the  "Subordinated Debt Securities") to be issued under the Indenture.
The Preferred  Securities and the Common  Securities  will be issued pursuant to
the  amended  and  restated  declaration  of  trust  of the  Trust,  dated as of
____________,  1996 (the "Declaration") among Citicorp, as sponsor, ____________
and  ____________  (the "Regular  Trustees") and [Wilmington  Trust Company],  a
Delaware banking  corporation,  as property trustee (the "Property  Trustee and,
together with the Regular Trustees,  the "Trustees"),  and the holders from time
to time of undivided  beneficial  interests in the Trust. The



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<PAGE>

                                               




Subordinated Debt Securities will be issued pursuant to the Indenture,  dated
as of  _____________,  1996 (the  "Base  Indenture"),  between
Citicorp and [Wilmington Trust Company], as Trustee (the "Debt Trustee"),  and a
supplement  to the Base  Indenture,  in the  form  filed  as an  exhibit  to the
Registration Statement,  dated as of the First Closing Date (as defined herein),
between  Citicorp  and the  Debt  Trustee  (the  "Supplemental  Indenture",  and
together  with  the Base  Indenture  and any  other  amendments  or  supplements
thereto, the "Indenture").

                  1.  Representations and Warranties.  The Offerors jointly and
severally represent and warrant to, and agree with, each Underwriter as of the
date hereof and as of the date of the Pricing Agreement that:

                  (a) A registration statement (the "registration statement") on
         Form S-3 (File No. 333-14917) relating to the Preferred Securities, the
         Preferred  Securities  Guarantee and the  Subordinated  Debt Securities
         (collectively,  the  "Registered  Securities"),  including a prospectus
         which,  as  supplemented,  shall be used in connection with the sale of
         the  Preferred  Securities,  has been  filed  with the  Securities  and
         Exchange  Commission (the  "Commission") and has become effective under
         the  Securities Act of 1933, as amended (the "Act").  The  registration
         statement, as amended to the date hereof, is hereinafter referred to as
         the  "Registration  Statement";  such prospectus (which shall be in the
         form in which it has been  most  recently  filed,  or  transmitted  for
         filing,  with the Commission on or before the  Representation  Date, as
         the same is proposed to be added to or changed),  as  supplemented by a
         prospectus supplement relating to the Registered  Securities,  filed or
         transmitted  for filing with the Commission  pursuant to Rule 424 under
         the  Act  and  used  in  connection  with  the  sale  of the  Preferred
         Securities,  is hereinafter  referred to as the "Prospectus";  and such
         prospectus  supplement is  hereinafter  referred to as the  "Prospectus
         Supplement".  Any reference herein to the Registration Statement or the
         Prospectus  shall  be  deemed  to refer to and  include  the  documents
         incorporated by reference therein pursuant to Item 12 of Form S-3 which
         were filed under the  Securities  Exchange Act of 1934, as amended (the
         "Exchange Act"), on or before the date hereof, and any reference herein
         to the terms "amend",  "amendment" or "supplement"  with respect to the
         Registration  Statement or the  Prospectus  shall be deemed to refer to
         and include the filing of any document under the Exchange


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<PAGE>

         Act deemed to be incorporated therein by reference after the date
         hereof.
         
                  (b)  The  Registration   Statement,  at  the  time  it  became
         effective,  and the Prospectus  contained  therein,  and any amendments
         thereof or  supplements  thereto  filed on or prior to the date of this
         Agreement,  as of their respective effective or issue dates,  conformed
         in all  material  respects to the  requirements  of the Act,  the Trust
         Indenture  Act  and  the  respective   rules  and  regulations  of  the
         Commission  thereunder;  the Registration Statement and the Prospectus,
         as of the date of the Prospectus Supplement, and any amendments thereof
         and  supplements  thereto,  as of their  respective  effective or issue
         dates, will conform in all material respects to the requirements of the
         Act, the Trust  Indenture Act and the respective  rules and regulations
         of  the  Commission  thereunder,  and  no  such  document,  as of  such
         respective  dates and, in the case of the Prospectus and any amendments
         thereof or supplements thereto, as of each Closing Date (as hereinafter
         defined),  included or will include any untrue  statement of a material
         fact or omitted or will omit to state any material  fact required to be
         stated  therein  or  necessary  to  make  the  statements  therein  not
         misleading,  provided  that  neither  Citicorp  nor the Trust makes any
         representations  or warranties as to (i) the  Statements of Eligibility
         (Forms  T-1) under the Trust  Indenture  Act of the Debt  Trustee,  the
         Property  Trustee  or the  Guarantee  Trustee  or (ii) the  information
         contained in or omitted from the Prospectus or any amendment thereof or
         supplement  thereto  in  reliance  upon  and  in  conformity  with  the
         information,  described in the last sentence of Section 7(b), furnished
         in writing to Citicorp or the Trust by or on behalf of any  Underwriter
         through the  Representative[s]  specifically for use in connection with
         the preparation of the Prospectus or any supplement thereto.

                  (c) Each of the Offerors meets,  and at the respective time of
         commencement  and  consummation  of the offering of the Securities will
         meet, the registrant requirements for use of Form S-3 under the Act and
         the rules and regulations thereunder.

                  (d) The Trust has been duly created and is validly existing in
         good standing as a business trust under the Delaware Act with the power
         and  authority to own property and to conduct its business as described
         in the  Registration  Statement  and  Prospectus  and to enter into and
         perform its obligations  under this


                                       4
<PAGE>

         Agreement,  the Pricing Agreement, the Preferred Securities, the Common
         Securities and the Declaration; the Trust is not a party to or
         otherwise bound by any agreement other than those  described in the
         Prospectus;  the Trust is and will be classified for United States
         federal income tax purposes as a grantor trust and not as an
         association taxable as a corporation; and the  Trust is and  will be
         treated  as a  consolidated  subsidiary  of Citicorp pursuant to
         generally accepted accounting principles.

                  (e) Each of the  Regular  Trustees of the Trust is an employee
         of  Citicorp  and has been duly  authorized  by Citicorp to execute and
         deliver the  Declaration;  the  Declaration has been duly authorized by
         Citicorp and, at the First  Closing Date,  will have been duly executed
         and  delivered by Citicorp and the Regular  Trustees,  and assuming due
         authorization,  execution  and  delivery  of  the  Declaration  by  the
         Property  Trustee,   the  Declaration  will  be  a  valid  and  binding
         obligation of Citicorp and the Regular  Trustees,  enforceable  against
         Citicorp and the Regular Trustees in accordance with its terms,  except
         as  such  enforceability  may be  limited  by  bankruptcy,  insolvency,
         reorganization   or  other   similar  laws  relating  to  or  affecting
         creditors' rights generally and by general  principals of equity;  and,
         at the  First  Closing  Date,  the  Declaration  will  have  been  duly
         qualified under the Trust Indenture Act.

                  (f)  Neither  Offeror is an  "investment  company"  within the
         meaning of the  Investment  Company Act of 1940,  as amended (the "1940
         Act").

                  2. Purchase and Sale.  Subject to the terms and conditions and
in reliance upon the  representations  and warranties  herein set forth, (a) the
Trust agrees to sell to each Underwriter,  and each  Underwriter,  severally and
not  jointly,  agrees to  purchase  from the Trust,  at the  purchase  price per
security  set forth in the  Pricing  Agreement,  the  respective  number of Firm
Shares set forth opposite such  Underwriter's name in Schedule I hereto plus any
additional  number of  Preferred  Securities  that such  Underwriter  may become
obligated to purchase  pursuant to the provisions of Section 9 hereof and (b) in
the event and to the extent that the Underwriters shall exercise the election to
purchase  Optional  Shares as provided  below,  the Trust agrees to sell to each
Underwriter, and each Underwriter, severally and not jointly, agrees to purchase
from the Trust,  at the  purchase  price per  security  set forth in the Pricing
Agreement,  that  portion  of the  number of  Optional  Shares as to which  such
election shall have been exercised (to be adjusted by the


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<PAGE>

Representative[s]  so as to eliminate  fractional  shares)  determined by
multiplying  such number of Optional Shares by a fraction the numerator of which
is the maximum number of Optional  Shares  which such  Underwriter  is  entitled
to purchase as set forth opposite the name of such  Underwriter in Schedule I
hereto and the  denominator of  which  is  the  maximum number  of the Optional
Shares  which  all of the Underwriters are entitled to purchase hereunder.

                  Citicorp  hereby  grants  to the  Underwriters  the  right  to
purchase at their election up to __ Optional  Shares,  at the price per security
set  forth  in  the  Pricing  Agreement,   for  the  sole  purpose  of  covering
over-allotments  in the sale of the Firm Shares.  Any such  election to purchase
Optional Shares may be exercised by written notice from the Representative[s] to
Citicorp,  given  within a period  of 30  calendar  days  after  the date of the
Pricing  Agreement,  setting forth the aggregate number of Optional Shares to be
purchased  and the date on which such Optional  Shares are to be  delivered,  as
determined  by the  Representative[s]  but in no event  earlier  than the  First
Closing Date (as  hereinafter  defined)  or,  unless the  Representative[s]  and
Citicorp otherwise agree in writing, earlier than two or later than ten business
days after the date of such notice.  As used  herein,  the term  "business  day"
shall mean any day on which the Commission's office in Washington,  D.C. is open
for business.

                  The  purchase  price per  security  to be paid by the  several
Underwriters  for the  Preferred  Securities  shall  be an  amount  equal to the
initial public offering  price.  The initial public offering price per Preferred
Security  shall be a fixed  price to be  determined  by  agreement  between  the
Representative[s]  and the Offerors.  The initial public  offering price and the
purchase  price  per  security,  when so  determined,  shall be set forth in the
Pricing  Agreement.  In the event that such prices have not been agreed upon and
the Pricing Agreement has not been executed and delivered by all parties thereto
by the close of business on the fourth  business day  following the date of this
Agreement,  this Agreement shall terminate  forthwith,  without liability of any
party to any other  party,  unless  otherwise  agreed to by the Offerors and the
Representative[s].  As compensation to the  Underwriters  for their  commitments
hereunder and in view of the fact that the proceeds of the sale of the Preferred
Securities  will  be  used to  purchase  the  Subordinated  Debt  Securities  of
Citicorp,  Citicorp hereby agrees to pay at each Closing Date (as defined below)
to the  Representative[s],  for the  accounts of the several  Underwriters,  the
compensation per Preferred Security set forth in the Pricing Agreement.



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<PAGE>

                  3.  Delivery and Payment.  Delivery of and payment of the
purchase price for the Preferred Securities shall be made at the offices of
Citibank,  N.A., 425 Park Avenue,  New York, New York, or at such other place as
shall be agreed upon by the Representative[s],  the Trust and  Citicorp,  at
10:00 A.M.  New York time on the third  business  day (unless postponed in
accordance with the provisions of Section 9) after execution of the
Pricing  Agreement,  or such other time not later than ten  business  days after
such  date as shall be  agreed  upon by the  Representative[s],  the  Trust  and
Citicorp.  Delivery of and payment for the Optional Shares shall be made at such
offices, on such date and at the time specified by the  Representative[s] in the
written notice (if any) given by them to the Trust of the Underwriters' election
to purchase  such Optional  Shares,  which date and time of delivery and payment
may be postponed by agreement between the  Representative[s]  and Citicorp.  The
date and time of delivery  of and  payment  for the Firm  Shares is  hereinafter
called the "First Closing Date"; such date and time of delivery for the Optional
Shares, if other than the First Closing Date, is hereinafter  called the "Second
Closing Date," and each of the First Closing Date and the Second Closing Date is
herein called a "Closing Date". Payment shall be made to the Trust by [certified
or  official  bank check or checks  drawn in New York  Clearing  House  funds or
similar  next day  funds  payable  to the  order  of the  Trust]  to an  account
designated  by the Trust,  against  delivery  to the  Representative[s]  for the
respective  accounts  of the  Underwriters  of  certificates  for the  Preferred
Securities to be purchased by them.  Certificates  for the Preferred  Securities
shall  be  in  such   denominations   and   registered  in  such  names  as  the
Representative[s]  may request in writing at least two business  days in advance
of the  applicable  Closing  Date. It is understood  that each  Underwriter  has
authorized  the  Representative[s],  for its  account,  to accept  delivery  of,
receipt  for,  and  make  payment  of the  purchase  price  for,  the  Preferred
Securities which it has agreed to purchase.

                  The  certificates  for the Preferred  Securities  will be made
available for  examination  and  packaging in New York,  New York, no later than
10:00 A.M. on the last business day prior to the applicable Closing Date.

                  On each Closing Date,  Citicorp will pay, or cause to be paid,
the compensation payable at such time to the Underwriters under Section 2 hereof
by  certified  or  official  bank  check  or  checks  payable  to  [NAME OF LEAD
REPRESENTATIVE]  in New York  Clearing  House  funds or other  similar  next day
funds.


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<PAGE>

                                                 


                  4.  Offering by Underwriters.  It is understood that the
several Underwriters propose to offer the Securities for sale as set forth in
the Prospectus.

                  5. Agreements.  Each of the Offerors jointly and severally
agrees with the several Underwriters that:

                  (a) The Offerors  will cause the  Prospectus  to be filed,  or
         transmitted  for  filing,  pursuant  to Rule 424 under the Act and will
         promptly advise the Underwriters  when the Prospectus has been so filed
         or transmitted for filing, and prior to the termination of the offering
         of the Securities to which such  Prospectus  relates also will promptly
         advise the  Underwriters  (i) when any  amendment  to the  Registration
         Statement  has  become  effective  or  any  further  supplement  to the
         Prospectus  has been so filed or  transmitted  for filing,  (ii) of any
         request  by the  Commission  for  any  amendment  of  the  Registration
         Statement or any  supplement to the  Prospectus  or for any  additional
         information,  (iii) of the issuance by the Commission of any stop order
         suspending  the  effectiveness  of the  Registration  Statement  or the
         institution or threatening of any proceeding for that purpose, and (iv)
         of the  receipt  by  Citicorp  or the  Trust of any  notification  with
         respect to the suspension of the qualification of the Securities or the
         Subordinated  Debt  Securities  for  sale  in any  jurisdiction  or the
         initiation or  threatening  of any  proceeding  for such  purpose.  The
         Offerors will use best efforts to prevent the issuance of any such stop
         order and,  if issued,  to obtain as soon as  possible  the  withdrawal
         thereof.  The  Offerors  will  not  file or  transmit  for  filing  any
         amendment to the Registration Statement or supplement to the Prospectus
         unless they have  furnished  the  Underwriters  a copy for their review
         prior to filing or transmission  for filing.  Subject to the foregoing,
         the Offerors will promptly  prepare a Prospectus  Supplement to reflect
         the terms of the Securities and the  Subordinated  Debt  Securities and
         the terms of the  offering.  The  Offerors  will file or  transmit  for
         filing the Prospectus  Supplement pursuant to Rule 424(b) under the Act
         not  later  than the  Commission's  close  of  business  on the  second
         business  day  following  the  execution  and  delivery  of the Pricing
         Agreement,  or, if applicable,  such earlier time as may be required by
         Rule 430A(a)(3) under the Act.

                  (b)  If,  at  any  time  when  a  prospectus  relating  to the
         Securities is required to be delivered  under the Act, any event occurs
         as a result of which the Prospectus as then supplemented  would include
         any

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<PAGE>

                                                  


         untrue  statement of a material fact or omit to state any material fact
         necessary  to  make  the  statements   therein  in  the  light  of  the
         circumstances under which they were made not misleading, or if it shall
         be necessary to supplement the Prospectus to comply with the Act or the
         respective  rules and  regulations  of the Commission  thereunder,  the
         Offerors  will notify the  Underwriters  and promptly  will prepare and
         file or transmit for filing with the  Commission,  subject to paragraph
         (a) of this Section 5, a supplement  which will correct such  statement
         or omission or effect such compliance.

                  (c)  Citicorp  will make  generally  available to its security
         holders and to the  Underwriters as soon as practicable,  but not later
         than 45 days after the close of the period covered thereby, an earnings
         statement (which need not be audited) of Citicorp and its subsidiaries,
         covering a 12-month  period  beginning  not later than the first day of
         Citicorp's  fiscal  quarter next  following  the  "effective  date" (as
         defined in Rule 158(c)  under the Act) of the  Registration  Statement,
         which will satisfy the provisions of Section 11(a) of the Act.

                  (d) The Offerors will furnish to each of the  Underwriters  as
         many copies of the  Prospectus,  each  related  preliminary  prospectus
         supplement and all  amendments of and  supplements to such documents as
         may be reasonably requested.

                  (e) The  Offerors  will use best efforts to effect the listing
         of  the  Preferred  Securities   (including  the  Preferred  Securities
         Guarantee  with  respect  thereto) on the New York Stock  Exchange;  if
         Subordinated  Debt Securities are at any time distributed to holders of
         Preferred Securities,  the Offerors will use best efforts to effect the
         listing of the  Subordinated  Debt  Securities on the exchange on which
         the Preferred Securities were then listed.

                  (f)  During a period of 30 days  from the date of the  Pricing
         Agreement,  neither  the Trust nor  Citicorp  will,  without  the prior
         written consent of the Representative[s], directly or indirectly, sell,
         offer to sell,  grant any option for the sale of, or otherwise  dispose
         of,  any  Preferred  Securities,   any  security  convertible  into  or
         exchangeable  into  or  exercisable  for  Preferred  Securities  or the
         Subordinated  Debt  Securities  or any  debt  securities  substantially
         similar to the Subordinated Debt Securities or equity

                                                

                                       9
<PAGE>


         securities  substantially  similar to the Preferred  Securities (except
         for the  Subordinated  Debt  Securities  and the  Preferred  Securities
         issued pursuant to this Agreement and the Pricing Agreement).

                  (g) Citicorp will pay all expenses incident to the performance
         of its and the Trust's  obligations under this Agreement,  and will pay
         (i) the expenses of printing all  documents  relating to the  offering,
         (ii) any filing fee  incident to any  required  review by the  National
         Association of Securities Dealers, Inc. of the terms of the sale of the
         Securities and the Subordinated Debt Securities, (iii) any fees charged
         for  rating  the  Preferred   Securities  and  the  Subordinated   Debt
         Securities, (iv) all expenses incident to the preparation, issuance and
         delivery  of the  certificates  for the  Preferred  Securities  and the
         Subordinated Debt Securities,  (v) all filing fees and counsel fees and
         expenses  related  to the  qualification  of  the  Securities  and  the
         Subordinated  Debt  Securities  under  securities  or Blue  Sky laws in
         accordance  with the  provisions  of  Section  5(h),  (vi) the fees and
         expenses of the Debt Trustee,  including the fees and  disbursements of
         counsel for the Debt Trustee in  connection  with the Indenture and the
         Subordinated  Debt  Securities,  (vii)  the  fees and  expenses  of the
         Property  Trustee and the  Guarantee  Trustee,  including  the fees and
         disbursements  of counsel for the Property  Trustee in connection  with
         the  Declaration  and the  Certificate  of Trust,  (viii)  the fees and
         expenses  incurred  in  connection  with the  listing of the  Preferred
         Securities  (and the related  Preferred  Securities  Guarantee) and, if
         applicable,  the  Subordinated  Debt  Securities  on the New York Stock
         Exchange,  (ix) the cost and charges of any transfer agent or registrar
         and (x) the  cost of  qualifying  the  Preferred  Securities  with  The
         Depository  Trust Company.  It is understood,  however,  that except as
         provided in this Section and Section 7, the  Underwriters  will pay all
         of their own costs and expenses, including the fees of their counsel.

                  (h) The  Offerors  will use best  efforts to  arrange  for the
         qualification  of the Securities and the  Subordinated  Debt Securities
         for sale under the laws of such  jurisdictions  as the Underwriters may
         designate,  to  maintain  such  qualifications  in  effect  so  long as
         required for the distribution of such securities and to arrange for the
         determination  of the  legality of the  Preferred  Securities  (and the
         Preferred  Security Guarantee in respect thereof) and Subordinated Debt
         Securities for purchase by institutional investors;


                                       10
<PAGE>




         provided  that  neither  Offeror  shall be  required  to  qualify to do
         business in any  jurisdiction  where it is not now qualified or to take
         any action which would  subject it to general or  unlimited  service of
         process in any jurisdiction where it is not now so subject.

                  6.  Conditions to the  Obligations of the Under  writers.  The
obligations  of the  Underwriters  to purchase the Preferred  Securities on each
Closing  Date  shall be  subject  to the  accuracy  of the  representations  and
warranties  on the part of the Offerors  contained  herein as of the date of the
Pricing  Agreement and such Closing  Date, to the accuracy of the  statements of
the Offerors made in any certificates  pursuant to the provisions hereof, to the
performance  by each of the  Offerors of its  obligations  hereunder  and to the
following additional conditions:

                  (a)  No  stop  order  suspending  the   effectiveness  of  the
         Registration  Statement  shall have been issued and no proceedings  for
         that  purpose  shall have been insti  tuted and be pending or have been
         threatened as of such Closing Date.

                  (b) The Offerors  shall have  furnished to the  Underwriters a
         certificate  or  certificates,  dated such Closing  Date,  of Citicorp,
         signed by a Principal  Financial Officer of Citicorp or, in the absence
         of such officer, the Controller of Citicorp,  and a certificate,  dated
         such Closing  Date,  of the Trust,  signed by a Regular  Trustee of the
         Trust, to the effect that each signer of such certificate has carefully
         examined the Registration Statement,  the Prospectus and this Agreement
         and that:

                                  (i) The  representations and warranties of the
                  Offerors  in  this  Agreement  are  true  and  correct  in all
                  material respects on and as of such Closing Date with the same
                  effect as if made on such Closing  Date and the Offerors  have
                  complied  with  all  the  agreements  and  satisfied  all  the
                  conditions  on their part to be  performed  or satisfied at or
                  prior to such Closing Date;

                                 (ii) No stop order suspending the effectiveness
                  of  the   Registration   Statement  has  been  issued  and  no
                  proceedings  for that  purpose  have been  instituted  and are
                  pending or, to the signer's knowledge, have been threatened as
                  of such date;



                                       11
<PAGE>



                                (iii) The dollar amount of Preferred  Securities
                  registered  under the  Registration  Statement is no less than
                  $_____________. Prior to such Closing Date, no securities have
                  been sold by the Trust  other than the  issuance of the Common
                  Securities to Citicorp and, in the case of the Second  Closing
                  Date,  the issuance of Preferred  Securities  pursuant to this
                  Agreement; and

                                 (iv)   Since  the  date  of  the  most   recent
                  financial  statements of Citicorp  included in the Prospectus,
                  there has been no  material  adverse  change in the  condition
                  (financial or other), earnings,  business or properties of the
                  Trust  or  Citicorp  and its  subsidiaries,  taken as a whole,
                  whether  or not  arising  from  transactions  in the  ordinary
                  course  of  business,  nor any  material  change  in the  debt
                  maturing  more  than  one  year  after  the  date of  issue of
                  Citicorp  and its  subsidiaries  consolidated,  except  as set
                  forth in or  contemplated by the Prospectus or as described in
                  such certificate.

                  (c) The Offerors shall have furnished to the  Underwriters the
         opinion,  dated such Closing  Date, of John J. Roche,  Esq.,  Executive
         Vice  President--Legal  Affairs,  or, in his absence,  Michael A. Ross,
         Esq., Senior Vice President--Legal  Affairs, of Citicorp, to the effect
         that,  in the  course  of such  counsel's  review  of the  Registration
         Statement and the  Prospectus  and  discussion of the same with certain
         officers of Citicorp and its  auditors,  no facts came to the attention
         of such  counsel  that caused such  counsel to believe that any part of
         the  Registration  Statement,  at the time such part became  effective,
         contained  any untrue  statement of a material fact or omitted to state
         any material  fact  required to be stated  therein or necessary to make
         the statements  therein not misleading,  or that the Prospectus,  as of
         the date of the Prospectus  Supplement or such Closing Date,  contained
         any  untrue  statement  of a  material  fact or  omitted  to state  any
         material  fact  required to be stated  therein or necessary to make the
         statements  therein, in the light of the circumstances under which they
         were  made,  not  misleading;  the  descriptions  in  each  part of the
         Registration Statement, at the time such part became effective,  and in
         the  Prospectus,  as of the date of the Prospectus  Supplement and such
         Closing  Date,  of statutes,  legal and  governmental  proceedings  and
         contracts and other  documents  were accurate and fairly  presented the
         information required


                                       12
<PAGE>
                                               

         to be shown under the Act, the Exchange  Act and the  respective  rules
         and regulations of the Commission thereunder; and such counsel does not
         know of any legal or governmental  proceedings required to be described
         in the Prospectus,  as of the date of the Prospectus Supplement or such
         Closing  Date,  which  were  not  described  as  required,  nor  of any
         contracts or  documents of a character  required to be described in any
         part of the  Registration  Statement,  at the  time  such  part  became
         effective,  or in the  Prospectus,  as of the  date  of the  Prospectus
         Supplement  or such  Closing  Date,  or to be filed as  exhibits to the
         registration statement, at the time it became effective,  any amendment
         thereto, as of its effective date, or the Prospectus, as of the date of
         the  Prospectus  Supplement  or  such  Closing  Date,  which  were  not
         described or filed as required;  it being  understood that such counsel
         need  express  no  opinion  as to the  financial  statements  or  other
         financial  data  contained or  incorporated  by reference in or omitted
         from the  registration  statement,  or any  amendment  thereto,  or the
         Prospectus, or any supplement thereto.

                  (d)  The Offerors shall have furnished to the Underwriters the
         opinion, dated such Closing Date, of Stephen E. Dietz, Esq., Associate
         General Counsel of Citibank, N.A., to the effect that:

                                  (i) Citicorp has been duly incorporated and is
                  validly  existing as a corporation  in good standing under the
                  laws of the  State  of  Delaware,  with  corporate  power  and
                  authority  under such laws to own its  properties  and conduct
                  its business as described in the  Prospectus or any supplement
                  thereto;

                                 (ii)       Each of the Offerors meets the
                  registrant requirements for use of Form S-3 under the Act;

                                (iii) The Declaration has been duly  authorized,
                  executed  and  delivered  by Citicorp  and each of the regular
                  Trustees,  has been duly qualified  under the Trust  Indenture
                  Act and constitutes a valid and legally binding  instrument of
                  Citicorp and each of the Regular Trustees, enforceable against
                  Citicorp  and the  Regular  Trustees  in  accordance  with its
                  terms, subject to bankruptcy, insolvency, fraudulent transfer,
                  reorganization,   moratorium   and  similar  laws  of  general
                  applicability relating to or affecting


                                       13
<PAGE>
                                                  



                  creditors' rights and to general equity principles;

                                 (iv)   The   Preferred   Securities   Guarantee
                  Agreement has been duly authorized,  executed and delivered by
                  Citicorp,  has been duly qualified  under the Trust  Indenture
                  Act  and,  assuming  the  due  authorization,   execution  and
                  delivery thereof by the Guarantee Trustee, constitutes a valid
                  and  legally  binding  instrument  of  Citicorp,   enforceable
                  against  Citicorp  in  accordance  with its terms,  subject to
                  bankruptcy,  insolvency, fraudulent transfer,  reorganization,
                  moratorium and similar laws of general applicability  relating
                  to or  affecting  creditors'  rights  and  to  general  equity
                  principles;  and the  Preferred  Securities,  when  issued and
                  delivered  against  payment  therefor in accordance  with this
                  Agreement and the Pricing  Agreement,  will be entitled to the
                  benefits of the Preferred Securities Guarantee Agreement.

                                  (v) The  Indenture  has been duly executed and
                  delivered by Citicorp, has been duly qualified under the Trust
                  Indenture Act and, assuming the due authorization,  execution,
                  and delivery thereof by the Debt Trustee,  constitutes a valid
                  and  legally  binding  obligation  of  Citicorp,   enforceable
                  against  Citicorp  in  accordance  with its terms,  subject to
                  bankruptcy,  insolvency, fraudulent transfer,  reorganization,
                  moratorium and similar laws of general applicability  relating
                  to or  affecting  creditors'  rights  and  to  general  equity
                  principles;

                                 (vi)  The  terms  of  the   Subordinated   Debt
                  Securities  have  been  duly  authorized  and  established  in
                  conformity  with  the  Indenture;  and the  Subordinated  Debt
                  Securities have been duly  authorized,  executed and delivered
                  by Citicorp and,  assuming  authentication by the Debt Trustee
                  in the manner  contemplated  in its  certificate  delivered on
                  such Closing Date, will  constitute  valid and legally binding
                  obligations  of  Citicorp,  enforceable  against  Citicorp  in
                  accordance   with  their   terms,   subject   to   bankruptcy,
                  insolvency,  fraudulent transfer,  reorganization,  moratorium
                  and  similar  laws of  general  applicability  relating  to or
                  affecting  creditors' rights and to general equity principles,
                  and entitled to the benefits provided by the Indenture;



                                       14
<PAGE>
                                                



                                (vii)   The Subordinated Debt Securities are
                  subordinate and junior in right of payment to all "Senior
                  Indebtedness" (as defined in the Indenture) of Citicorp;

                               (viii) Citicorp's obligations under the Preferred
                  Securities  Guarantee are  subordinate  and junior in right of
                  payment to all liabilities of Citicorp and are pari passu with
                  the most senior preferred stock issued by Citicorp;

                                 (ix) No  authorization,  approval,  consent  or
                  order of any  court or  governmental  authority  or  agency is
                  required  in  connection  with  the  issuance  and sale of the
                  Common Securities,  the offering of the Preferred  Securities,
                  the Preferred  Securities  Guarantee or the Subordinated  Debt
                  Securities,  or  the  distribution  of the  Subordinated  Debt
                  Securities   upon  the   dissolution   of  the  Trust  in  the
                  circumstances  described in the Prospectus  Supplement  except
                  (a) such as may be  required  under  the Act or the  rules and
                  regulations  thereunder or state  securities laws, and (b) the
                  qualification  of the  Declaration,  the Preferred  Securities
                  Guarantee   Agreement  and  the  Indenture   under  the  Trust
                  Indenture Act and the rules and regulations thereunder;

                                  (x)   Neither Citicorp nor the Trust is an
                  "investment company" within the meaning of the 1940 Act;

                                 (xi)  The  Registration  Statement  has  become
                  effective  under the Act, and, to the best of the knowledge of
                  such counsel after due inquiry,  no stop order  suspending the
                  effectiveness  of the  Registration  Statement has been issued
                  and no  proceedings  for that purpose have been  instituted or
                  are pending or threatened  under the Act, and each part of the
                  Registration   Statement,   at  the  time  such  part   became
                  effective,  and  the  Prospectus,   as  of  the  date  of  the
                  Prospectus  Supplement,  and each  supplement  thereto,  as of
                  their  respective  issue dates (except,  in each case, for the
                  financial  statements  or other  financial  data  contained or
                  incorporated by reference in or omitted from the  registration
                  statement,  the  Registration  Statement  or the  Prospectus),
                  appeared  on  their   respective  faces  to  be  appropriately
                  responsive in all material respects to the requirements of the
                  Act,


                                       15
<PAGE>
                                                  



                  the Exchange Act and the respective  rules and  regulations of
                  the Commission  thereunder  applicable to such documents as of
                  such respective dates, and the Declaration, the Indenture, the
                  Preferred Securities Guarantee Agreement and the Statements of
                  Eligibility  on Forms T-1 with respect to each of the Property
                  Trustee, the Debt Trustee and the Guarantee Trustee filed with
                  the Commission as part of the Registration  Statement complied
                  as to form in all material  respects with the  requirements of
                  the Trust  Indenture Act and the  regulations  thereunder and,
                  with respect to the opinion  expressed in this paragraph (xi),
                  such counsel has discussed  the same with the  Executive  Vice
                  President--Legal Affairs, of Citicorp;

                                (xii) The statements in the Prospectus under the
                  captions   "Description   of   the   Preferred    Securities,"
                  "Description  of the Preferred  Securities  Guarantees,"  "The
                  Trusts," "Description of the Subordinated Debt Securities" and
                  "Effect of Obligations  under the Subordinated Debt Securities
                  and  the  Preferred   Securities   Guarantees,"   and  in  the
                  Prospectus  Supplement  under the captions  "Citicorp  Capital
                  Trust,"    "Description   of   the   Preferred    Securities,"
                  "Description  of  the  Guarantee,"  and  "Description  of  the
                  Subordinated  Debt  Securities,"  insofar  as they  constitute
                  matters  of law,  summaries  of legal  matters,  documents  or
                  proceedings, or legal conclusions,  have been reviewed by such
                  counsel and fairly present the information  disclosed  therein
                  in all material respects;

                               (xiii)  The  Subordinated  Debt  Securities,  the
                  Preferred Security Guarantee,  the Indenture and the Preferred
                  Security Guarantee  Agreement conform in all material respects
                  to all statements relating thereto contained in the Prospectus
                  or any supplement thereto;

                                (xiv) As of such Closing Date, all of the issued
                  and  outstanding  Common  Securities of the Trust are directly
                  owned by  Citicorp  free and clear of any  security  interest,
                  mortgage, pledge, lien, encumbrance, claim or equitable right;
                  and no other  person  other than the holders of the  Preferred
                  Securities holds any interest in the Trust; and



                                       16
<PAGE>
                                                  


                                 (xv)  Each of this  Agreement  and the  Pricing
                  Agreement has been duly authorized,  executed and delivered by
                  Citicorp and the Trust.

                  (e) The Offerors shall have furnished to the  Underwriters the
         opinion, dated such Closing Date, of Morris,  Nichols, Arsht & Tunnell,
         special Delaware counsel to the Trust, to the effect that:

                                  (i) The  Trust has been  duly  created  and is
                  validly  existing in good  standing as a business  trust under
                  the Delaware Act; all filings  required  under the laws of the
                  State of  Delaware  with  respect to the  formation  and valid
                  existence of the Trust as a business trust have been made; the
                  Trust has all  necessary  power and  authority to own property
                  and to conduct its business as  described in the  Registration
                  Statement and the  Prospectus,  or any amendment or supplement
                  thereto,  and to enter into and perform its obligations  under
                  this   Agreement,   the  Pricing   Agreement,   the  Preferred
                  Securities  and  the  Common  Securities;  the  Trust  is duly
                  qualified  and in good  standing  as a foreign  company in any
                  other  jurisdiction in which such  qualification is necessary,
                  except to the extent  that the  failure to so qualify or be in
                  good standing would not have a material  adverse effect on the
                  Trust;  and the Trust is not a party to or otherwise  bound by
                  any agreement other than those described in the Prospectus and
                  any supplement thereto;

                                 (ii)  The  Common  Securities  have  been  duly
                  authorized  for issuance and, when issued,  delivered and paid
                  for in accordance with the Declaration and as described in the
                  Prospectus (including any supplement thereto), will be validly
                  issued and fully paid and non-assessable  undivided beneficial
                  interests in the assets of the Trust,  and the issuance of the
                  Common  Securities  is not  subject  to  preemptive  or  other
                  similar rights;

                                (iii) The  Preferred  Securities  have been duly
                  authorized  for issuance and, when issued,  delivered and paid
                  for in accordance with this Agreement, will be validly issued,
                  fully paid and non-assessable  undivided  beneficial interests
                  in the assets of the Trust; the Preferred  Securities have the
                  rights  set  forth  in the  Declaration;  the  holders  of the
                  Preferred Securities will be


                                       17
<PAGE>
                                                 

                  entitled to the same  limitation of personal  liability  under
                  Delaware  law  as  is  extended  to  stockholders  of  private
                  corporations  for profit;  and the  issuance of the  Preferred
                  Securities  is not  subject  to  preemptive  or other  similar
                  rights;

                                 (iv)  The  Common  Securities,   the  Preferred
                  Securities  and  the  Declaration   conform  in  all  material
                  respects to all statements  relating thereto  contained in the
                  Prospectus or any supplement thereto;

                                  (v) The  issuance  and  sale by the  Trust  of
                  Preferred Securities and the Common Securities, the execution,
                  delivery and  performance  by the Trust of this  Agreement and
                  the Pricing  Agreement,  the  consummation by the Trust of the
                  transactions  contemplated  hereby and compliance by the Trust
                  with its obligations hereunder will not violate (a) any of the
                  provisions  of the  Certificate  of Trust of the  Trust or the
                  Declaration,   or  (b)   any   applicable   Delaware   law  or
                  administrative regulation;

                                 (vi)  Assuming that the Trust derives no income
                  from or connected with services  provided  within the State of
                  Delaware and has no assets, activities (other than maintaining
                  the  Property  Trustee  and the filing of  documents  with the
                  Secretary  of State of the State of  Delaware) or employees in
                  the State of Delaware, no authorization,  approval, consent or
                  order of any  Delaware  court  or  governmental  authority  or
                  agency is  required  to be  obtained  by the  Trust  solely in
                  connection  with  the  issuance  and  sale  of  the  Preferred
                  Securities and the Common Securities or the performance by the
                  Trust  of  its  obligations  thereunder,   provided,  that  in
                  rendering the opinion  expressed in this paragraph  (vi), such
                  counsel need express no opinion concerning the securities laws
                  of the State of Delaware;

                                (vii)  Assuming that the Trust derives no income
                  from or connected with services  provided  within the State of
                  Delaware and has no assets, activities (other than maintaining
                  the  Property  Trustee  and the filing of  documents  with the
                  Secretary  of State of the State of  Delaware) or employees in
                  the State of Delaware, the Trust's securityholders (other than
                  those holders of the Securities who reside or are domiciled in
                  the


                                       18
<PAGE>
                                                 


                  State of  Delaware)  will have no  liability  for income taxes
                  imposed by the State of  Delaware  solely as a result of their
                  participation  in the Trust,  and the Trust will not be liable
                  for any income tax imposed by the State of Delaware; and

                               (viii)       Each of this Agreement and the
                  Pricing Agreement has been duly authorized,
                  executed and delivered by the Trust.

                  (f) The Offerors shall have furnished to the  Underwriters the
         opinion,  dated such Closing Date, of [       ], counsel of [Wilmington
         Trust Company],  as Property  Trustee  under the  Declaration  and
         Guarantee Trustee  under the Preferred  Securities Guarantee Agreement,
         to the effect that:

                                  (i) The Property Trustee is a Delaware banking
                  corporation  with  trust  powers,   duly  organized,   validly
                  existing and in good  standing  under the laws of the State of
                  Delaware with all necessary power and authority to execute and
                  deliver,  and to carry out and perform its  obligations  under
                  the  terms of the  Declaration  and the  Preferred  Securities
                  Guarantee Agreement;

                                 (ii) The execution, delivery and performance by
                  the Property  Trustee of the  Declaration  and the  execution,
                  delivery  and  performance  by the  Guarantee  Trustee  of the
                  Preferred   Securities  Guarantee  Agreement  have  been  duly
                  authorized  by all necessary  corporate  action on the part of
                  the Property Trustee and the Guarantee Trustee,  respectively.
                  The  Declaration  and  the  Preferred   Securities   Guarantee
                  Agreement  have  been  duly  executed  and  delivered  by  the
                  Property Trustee and the Guarantee Trustee,  respectively, and
                  constitute  the legal,  valid and binding  obligations  of the
                  Property  Trustee  and the  Guarantee  Trustee,  respectively,
                  enforceable  against the  Property  Trustee and the  Guarantee
                  Trustee, respectively, in accordance with their terms, subject
                  to    bankruptcy,     insolvency,     fraudulent     transfer,
                  reorganization,   moratorium   and  similar  laws  of  general
                  applicability  relating to or affecting  creditors' rights and
                  to general equity principles;

                                (iii)       The execution, delivery and
                  performance of the Declaration and the Preferred
                  Securities Guarantee Agreement by the Property


                                       19
<PAGE>
                                                  



                  Trustee  and the  Guarantee  Trustee,  respectively,  does not
                  conflict  with or  constitute  a  breach  of the  Articles  of
                  Organization  or  Bylaws  of  the  Property  Trustee  and  the
                  Guarantee Trustee, respectively; and

                                 (iv) No consent,  approval or authorization of,
                  or  registration  with or notice to, any  Delaware  or federal
                  banking  authority is required for the execution,  delivery or
                  performance by the Property Trustee and the Guarantee  Trustee
                  of the  Declaration  and the  Preferred  Securities  Guarantee
                  Agreement, respectively.

                  (g) The Offerors shall have furnished to the  Underwriters the
         opinion, dated such Closing Date, of ______________________,  [special]
         tax counsel to Citicorp and the Trust, to the effect that:

                                  (i)  Under  current  law,  the  Trust  will be
                  classified  for United States federal income tax purposes as a
                  grantor  trust  and  not  as  an  association   taxable  as  a
                  corporation; accordingly, for United States federal income tax
                  purposes,  each holder of Preferred  Securities generally will
                  be  considered  the  owner  of an  undivided  interest  in the
                  Subordinated Debt Securities, and each holder will be required
                  to include in its gross  income any  original  issue  discount
                  accrued   with   respect  to  its   allocable   share  of  the
                  Subordinated Debt Securities;

                                 (ii)  Although  not  entirely  free from doubt,
                  under current law the  Subordinated  Debt  Securities  will be
                  classified  for United States  federal  income tax purposes as
                  indebtedness of Citicorp; and

                                (iii) The discussion set forth in the Prospectus
                  Supplement  under the heading  "UNITED  STATES  FEDERAL INCOME
                  TAXATION"  is a fair  and  accurate  summary  of  the  matters
                  addressed therein,  based upon current law and the assumptions
                  stated or referred to therein.

                  Such opinion may be  conditioned  on, among other things,  the
         initial  and  continuing  accuracy  of the facts,  financial  and other
         information, covenants and representations set forth in certificates of
         officers


                                       20
<PAGE>
                                                  


         of Citicorp and the Trustees and other documents deemed necessary for
         such opinion.

                  (h) The  Underwriters  shall  have  received  from  Sullivan &
         Cromwell, counsel for the Underwriters, such opinion or opinions, dated
         such Closing Date, with respect to such matters as the Underwriters may
         reasonably require.

                  (i)  KPMG  Peat  Marwick  LLP  shall  have  furnished  to  the
         Underwriters letters, dated as of the date of the Prospectus Supplement
         and as of such Closing Date, in form and substance  satisfactory to the
         Underwriters,  confirming  that they are independent  certified  public
         accountants within the meaning of the Act and the applicable  published
         rules and regulations thereunder and stating in effect that:

                                  (i) In their  opinion  the  audited  financial
                  statements  and  financial   statements   schedules  (if  any)
                  included or  incorporated  by  reference  in the  Registration
                  Statement  and  Prospectus,  and reported on by them comply in
                  form in all material  respects with the applicable  accounting
                  requirements  of the Act and the  Exchange Act and the related
                  published rules and regulations  thereunder;  they have made a
                  review in  accordance  with the standards  established  by the
                  America  Institute of Certified  Public Accounts of Citicorp's
                  interim  financial  statements  as  described  in Statement on
                  Auditing Standards No. 71, Interim Financial Information,  for
                  the period  specified in such letter  performed at the request
                  of Citicorp;

                                 (ii) On the basis of a reading of the unaudited
                  financial   statements   included  or   incorporated   in  the
                  Registration  Statement  and  the  Prospectus,  or used as the
                  basis  for  the  summary  of  consolidated   earnings  in  the
                  Prospectus  and of the  latest  unaudited  internal  financial
                  statements  made  available by Citicorp and its  subsidiaries;
                  the carrying out of certain  specified  procedures (but not an
                  examination  in accordance  with generally  accepted  auditing
                  standards)  which  would not  necessarily  reveal  matters  of
                  significance  with  respect to the  comments set forth in such
                  letter;  a  reading  of the  minutes  of the  meetings  of the
                  stockholders  and  board of  directors  and of the  audit  and
                  executive  committees  of Citicorp  and the  stockholders  and
                  board of directors of


                                       21
<PAGE>
                                                 



                  Citibank, N.A.; and inquiries of certain officials of Citicorp
                  who have  responsibility  for financial and accounting matters
                  of Citicorp and its subsidiaries as to transactions and events
                  subsequent  to the date of the  most  recent  audited  balance
                  sheet of Citicorp and its subsidiaries  consolidated,  nothing
                  came to their attention which caused them to believe that:

                                    (1)  the  unaudited   financial   statements
                           included  in  Citicorp's  Reports  on  Form  8-K  and
                           quarterly  reports  on Form  10-Q  incor  porated  by
                           reference in the  Prospectus do not comply in form in
                           all material respects with the applicable  accounting
                           requirements  of the Exchange  Act and the  published
                           rules and regulations thereunder or are not presented
                           in  conformity  with  generally  accepted  accounting
                           principles   applied   on   a   basis   substantially
                           consistent   with  that  of  the  audited   financial
                           statements   incorporated   by   reference   in   the
                           Prospectus; or

                                    (2) the  amounts in the  unaudited  sum mary
                           financial  information  included in the  Registration
                           Statement  and  Prospectus  were not  determined on a
                           basis  substantially  consistent  with  that  of  the
                           audited financial statements included or incorporated
                           by  reference  in  the  Registration   Statement  and
                           Prospectus; or

                                    (3)  at  the  date  of  the  most   recently
                           available  unaudited  internal  financial  statements
                           there  was any net  increase  or  decrease  in  total
                           capital  stock  of  Citicorp  and  its   subsidiaries
                           consolidated or any decrease in common  stockholders'
                           equity of Citicorp and its subsidiaries  consolidated
                           as compared with the amounts shown in the most recent
                           balance  sheet  of  Citicorp  and  its   subsidiaries
                           consolidated   incorporated   by   reference  in  the
                           Prospectus;  or for the period  from the date of such
                           balance  sheet  to  the  date  of the  most  recently
                           available  unaudited  internal  financial  statements
                           there  was  any   decrease,   as  compared  with  the
                           corresponding  period in the  preceding  year, in the
                           total  amounts  of net  interest  revenue  or  income
                           before taxes or in the total or per share  amounts of
                           net income before cumulative


                                       22
<PAGE>
                                                  



                           effect of  accounting  changes  of  Citicorp  and its
                           subsidiaries  consolidated,  except in all  instances
                           for  changes  or  decreases  that  the   Registration
                           Statement  and  Prospectus  disclose have occurred or
                           may occur or as set forth in such letter; and

                           (iii) They have performed other specified  procedures
                  as a result of which they  determined  that certain  specified
                  information of an account ing, financial or statistical nature
                  (which is  limited to  accounting,  financial  or  statistical
                  information  derived  from the general  accounting  records of
                  Citicorp)   set  forth  in  the   Registration   Statement  or
                  Prospectus  (other than  documents  incorporated  by reference
                  therein)  agrees with the  accounting  records of Citicorp and
                  its  subsidi   aries,   excluding   any   questions  of  legal
                  interpretation.

                  (j)  Subsequent  to the  date  hereof,  there  shall  not have
         occurred any change, or any development involving a prospective change,
         in or affecting  the business or properties of the Trust or Citicorp or
         its subsidiaries  which the Underwriters  conclude,  after consultation
         with Citicorp,  in the judgment of the Underwriters  materially impairs
         the  investment  quality of the Securities so as to make it impractical
         or inadvisable  to proceed with the public  offering or the delivery of
         the Securities as contemplated by the Prospectus.

                  (k) The Offerors shall have furnished to the  Underwriters and
         their counsel such further  information,  certificates and documents as
         they may reasonably request prior to such Closing Date.

                  (l) At such Closing  Date,  the Preferred  Securities  and the
         Subordinated  Debt Securities shall be rated in one of the four highest
         rating  categories  for long  term  debt  ("Investment  Grade")  by any
         "nationally recognized statistical rating organization" (as defined for
         purposes of Rule  436(g)  under the Act) (a "Rating  Agency"),  and the
         Trust shall have  delivered to the  Underwriters  a letter,  dated such
         Closing Date, from such Rating Agency,  or other evidence  satisfactory
         to the Underwriters,  confirming that the Preferred  Securities and the
         Subordinated  Debt Securities have Investment Grade ratings;  and there
         shall not have  occurred any decrease in the ratings of any of the debt
         securities of Citicorp or of the Preferred Securities


                                       23
<PAGE>
                                                 

         by any Rating  Agency  and such  organization  shall not have  publicly
         announced  that it has under  surveillance  or  review,  with  possible
         negative  implications,  its  rating of any of the debt  securities  of
         Citicorp or of the Preferred Securities.

                  (m) At such Closing Date, the Preferred  Securities shall have
         been  approved for listing on the New York Stock  Exchange,  subject to
         notice of issuance.

                  If any of the conditions specified in this Section 6 shall not
have been  fulfilled  in all  material  respects  when and as  provided  in this
Agreement,  or if  any of the  opinions  and  certificates  mentioned  above  or
elsewhere in this  Agreement  shall not be reasonably  satisfactory  in form and
substance to the Underwriters and their counsel,  this Agreement and the Pricing
Agreement and all obligations of the  Underwriters  hereunder and thereunder may
be cancelled by the Underwriters at, or at any time prior to, such Closing Date.
Notice of such cancellation  shall be given to Citicorp and the Trust in writing
or by telephone or telegraph confirmed in writing.

                  7.  Indemnification and Contribution.  (a)  The Offerors agree
jointly and severally to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement or in any amendment thereof filed prior to the date
hereof, or in the Registration Statement or the Prospectus, or in any amendment
thereof or supplement thereto, or in any related preliminary prospectus supple
ment, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and against any and all loss, liability,
claim, damage and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission; provided that (subject to Section
7(d) below) any such settlement is effected with the written


                                       24
<PAGE>
                                                  


consent of the Offerors, and agrees to reimburse each such indemnified party for
any reasonable legal or other expenses,  as incurred by them, in connection with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however, that (i) the Offerors will not be liable in any such case to
the extent that any such loss,  claim,  damage or liability  arises out of or is
based upon any such untrue  statement or alleged untrue statement or omission or
alleged  omission  made  therein in  reliance  upon and in  conformity  with the
written  information,  described in the last sentence of Section 7(b), furnished
to the Offerors by or on behalf of any  Underwriter  through the  Representative
specifically  for use in con nection with the  preparation  of the Prospectus or
any supplement thereto or any related preliminary prospectus supplement and (ii)
such indemnity  with respect to any related  preliminary  prospectus  supplement
shall not inure to the  benefit of any  Underwriter  (or any person  controlling
such Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Preferred  Securities which are the subject thereof if a
copy of the Prospectus (or the Prospectus as amended or supplemented), excluding
documents  incorporated  therein  by  reference,  was not  sent or given to such
person at or prior to the confirmation of the sale of such Preferred  Securities
to such  person in any case where such  delivery  is required by the Act and the
untrue  statement  or  omission of a material  fact  contained  in such  related
preliminary  prospectus  supplement  was  corrected  in the  Prospectus  (or the
Prospectus as amended or  supplemented).  This  indemnity  agreement  will be in
addition to any liability which the Offerors may otherwise have.

                  (b) Each  Underwriter  severally agrees to indem nify and hold
harmless the Offerors, their directors and trustees, each of Citicorp's officers
who signs the Registration Statement,  and each person who controls the Offerors
within the meaning of either the Act or the Exchange  Act, to the same extent as
the foregoing  indemnity  from the Offerors to each  Underwriter,  but only with
reference to written  information  furnished to the Offerors by such Underwriter
through the  Representative[s]  specifically  for use in the  preparation of the
Prospectus  or any  supplement  thereto or any  related  preliminary  prospectus
supplement.  This indemnity agreement will be in addition to any liability which
any  Underwriter  may otherwise  have.  The Offerors each  acknowledge  that the
information  set  forth  in the  [last  paragraph]  of  the  cover  page  of the
Prospectus  Supplement and any related preliminary  prospectus  supplement,  the
table  listing  the  names  of the  Underwriters  and the  number  of  Preferred
Securities to be purchased by


                                       25
<PAGE>
                                                  


each  Underwriter  and  the  information  set  forth  in the  second  and  third
paragraphs under the heading "Underwriting" in the Prospectus Supplement and any
related  preliminary  prospectus  supplement,  constitute  the only  information
furnished  in writing by or on behalf of the  several  Underwriters  through the
Representative[s]  for inclusion in the Prospectus or any supplement  thereto or
any related  preliminary  prospectus  supplement,  and you, as the Underwriters,
confirm that such information is correct.

                  (c) Promptly after receipt by an indemnified  party under this
Section 7 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under  this  Section  7,  notify  the  indemnifying  party  in  writing  of  the
commencement  thereof; but the omission so to notify the indemnifying party will
not relieve the indemni fying party from any liability  which it may have to any
indemnified  party  otherwise than under this Section 7. In case any such action
is brought against any indemnified party, and it notifies the indemnifying party
of the  commencement  thereof,  the  indemnifying  party  will  be  entitled  to
participate  therein,  and to the  extent  that it may elect by  written  notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such  indemnified  party,  to assume  the  defense  thereof,  with  counsel
satisfactory to such indemnified party;  provided that, if the defendants in any
such action include both the indemnified  party and the  indemnifying  party and
the indem nified party shall have  reasonably  concluded that there may be legal
defenses  available to it and/or other  indemnified  parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate  counsel to assert such
legal  defenses  and to otherwise  participate  in the defense of such action on
behalf of such  indemnified  party or parties.  Upon  receipt of notice from the
indem nifying party to such  indemnified  party of its election so to assume the
defense of such action and  approval by the  indemnified  party of counsel,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  7 for  any  legal  or  other  expenses  subsequently  incurred  by such
indemnified  party  in  connection  with  the  defense  thereof  unless  (i) the
indemnified  party shall have employed  separate  counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the  expenses  of more than one  separate  counsel,  approved  by the
Underwriters,  representing  the  indemnified  parties  who are  parties to such
action), (ii) the indemnifying party shall


                                       26
<PAGE>
                                                 


not have employed counsel satisfactory to the indemnified party to represent the
indemnified  party within a reasonable  time after notice of commencement of the
action or (iii) the indemnifying  party has authorized the employment of counsel
for the indemnified  party at the expense of the indemnifying  party; and except
that,  if clause (i) or (iii) is  applicable,  such  liability  shall be only in
respect of the counsel referred to in such clause (i) or (iii).

                  (d) If at any time an  indemnified  party shall have requested
an indemnifying  party to reimburse the indemnified  party for fees and expenses
of  counsel,  such  indemnifying  party  agrees  that it shall be liable for any
settlement  of the nature  contemplated  by Section  7(a)  effected  without its
written  consent if (i) such  settlement is entered into more than 45 days after
receipt  by  such  indemnifying  party  of  the  aforesaid  request,  (ii)  such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days  prior to such  settlement  being  entered  into  and  (iii)  such
indemnifying   party  shall  not  have  reimbursed  such  indemnified  party  in
accordance with such request prior to the date of such settlement.

                  (e) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is due
in accordance with its terms but is for any reason held by a court to be unavail
able from the Offerors on grounds of policy or  otherwise,  the Offerors and the
Underwriters  shall  contribute to the  aggregate  losses,  claims,  damages and
liabilities (including legal or other expenses reasonably incurred in connection
with  investigating  or defending same) to which the Offerors and one or more of
the  Underwriters may be subject in such proportion so that the Underwriters are
responsible   for  that  portion   represented  by  the   percentage   that  the
underwriters'  compensation  appearing  on the  cover  page  of  the  Prospectus
Supplement bears to the public offering price appearing thereon and the Offerors
are  responsible  for  the  balance;  provided  that  (y) in no case  shall  any
Underwriter  (except as may be provided in any Agreement Among  Underwriters) be
responsible for any amount in excess of the aggregate underwriters' compensation
payable with respect to the Preferred  Securities  purchased by such Underwriter
hereunder and (z) no person guilty of fraudulent  misrepresentation  (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution  from any
person who was not guilty of such fraudulent misrepresentation.  For purposes of
this  Section 7, each person who controls an  Underwriter  within the meaning of
either the Act or the Exchange Act shall have the same rights to contribution as
such Underwriter, and each person who controls an Offeror within the meaning of


                                       27
<PAGE>
                                                  


either the Act or the Exchange Act,  each trustee of the Trust,  each officer of
Citicorp who shall have signed the  Registration  Statement and each director of
Citicorp shall have the same rights to contribution as the Offerors,  subject in
each case to clauses (y) and (z) of this  paragraph  (d). Any party  entitled to
contribution  will,  promptly  after  receipt of notice of  commencement  of any
action,  suit or  proceeding  against such party in respect of which a claim for
contribution  may be made against  another party or parties under this paragraph
(d), notify such party or parties from whom contribution may be sought,  but the
omission  to so notify  such party or  parties  shall not  relieve  the party or
parties from whom  contribution  may be sought from any other  obligation  it or
they may have hereunder or otherwise than under this paragraph (d).

                  (f) Citicorp  agrees to indemnify  the Trust against all loss,
liability,  claim,  damage and expense  whatsoever due from the Trust under this
Section 7.

                  8. Termination. This Agreement shall be subject to termination
in the  absolute  discretion  of the  Underwriters  with  respect  to  Preferred
Securities  to be delivered to the  Underwriters  on a Closing  Date,  by notice
given to the  Offerors  prior  to  delivery  of and  payment  for the  Preferred
Securities  on such  Closing  Date,  if prior to such  time (i)  trading  in any
securities  of Citicorp or securities  generally on the New York Stock  Exchange
shall have been suspended or materially  limited,  (ii) a general  moratorium on
commercial  banking  activities  in New York shall have been  declared by either
Federal or New York State  authorities,  (iii)  there  shall have  occurred  any
material  outbreak or escalation of  hostilities or other calamity or crisis the
effect of which on the financial markets of the United States is such as to make
it, in the reasonable judgment of the Underwriters,  impracticable to market the
Preferred  Securities  or (iv) there  shall have  occurred  any  decrease in the
ratings of any of the debt securities of Citicorp or of the Preferred Securities
by any Rating Agency or such organization  shall have publicly announced that it
has under  surveillance  or review,  with possible  negative  implications,  its
rating of any of the debt securities of Citicorp or of the Preferred Securities.

                  9.  Substituted  Underwriters.  If, on the First Closing Date,
any one or more of the Underwriters shall fail or refuse to purchase Firm Shares
that it or they  have  agreed  to  purchase  hereunder  on  such  date,  and the
aggregate   number  of  Firm  Shares  which  such   defaulting   Underwriter  or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the aggregate number of the Firm


                                       28
<PAGE>
                                                 



Shares to be  purchased on the Closing  Date,  the other  Underwriters  shall be
obligated  severally in the proportions that the number of Firm Shares set forth
opposite their  respective  names in Schedule I bears to the aggregate number of
Firm  Shares  set  forth   opposite   the  names  of  all  such   non-defaulting
Underwriters,  or in such other  proportions as the  Underwriters  may agree, to
purchase  the Firm Shares  which such  defaulting  Underwriter  or  Underwriters
agreed but failed or refused to purchase on such date; provided that in no event
shall the number of Firm  Shares  that any  Underwriter  has agreed to  purchase
pursuant to Section 2 above be increased pursuant to this Section 9 by an amount
in excess of one-ninth of such number of Firm Shares without the written consent
of  such  Underwriter.  If,  on the  First  Closing  Date,  any  Underwriter  or
Underwriters  shall fail or refuse to  purchase  Firm  Shares and the  aggregate
number of Firm Shares  with  respect to which such  default  occurs is more than
one-tenth of the  aggregate  number of Firm Shares to be purchased on such date,
and arrangements  satisfactory to the Underwriters and Citicorp for the purchase
of such Firm  Shares  are not made  within 36 hours  after  such  default,  this
Agreement shall terminate  without  liability on the part of any  non-defaulting
Underwriter  or the  Offerors.  In the event of any such default  which does not
result in a  termination  of this  Agreement,  either  the  Underwriters  or the
Offerors  shall have the right to postpone  the First  Closing  Date,  but in no
event for longer than seven days, in order that the required changes, if any, in
the  Registration  Statement and in the Prospectus or in any other  documents or
arrangements  may be  effected.  Any action taken under this Section 9 shall not
relieve any defaulting  Underwriter  from liability in respect of any default of
such Underwriter under this Agreement.

                  10. Representations and Indemnities to Survive. The respective
agreements,  representations,  warranties,  indemnities and other  statements of
Citicorp or its  officers,  the Trust or its trustees and the  Underwriters  set
forth in or made  pursuant  to this  Agreement  will  remain  in full  force and
effect,  regardless of any investigation made by or on behalf of any Underwriter
or  Citicorp  or  the  Trust  or any of the  trustees,  officers,  directors  or
controlling  persons referred to in Section 7 hereof,  and will survive delivery
of and payment for the Preferred Securities. The provisions of Sections 5(g) and
7 hereof shall survive the termination or cancellation of this Agreement.

                  11.  Successors.  This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers, directors, trustees


                                       29
<PAGE>
                                                  



and  controlling  persons  referred to in Section 7 hereof,  and no other person
will have any right or obligation hereunder.

                  12.  Applicable Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York.

                  13.  Counterparts.  This Agreement may be signed in any number
of counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument.

                  14.  Action by Underwriters.  Any action under
this Agreement taken by [NAME OF REPRESENTATIVE[S]] will be
binding upon all the Underwriters.




                                       30
<PAGE>
                                                  


                  If the foregoing is in accordance  with your under standing of
our  agreement,  please  sign and return to us the  enclosed  duplicate  hereof,
whereupon this letter and your acceptance  shall  represent a binding  agreement
between Citicorp and the Trust and the several Underwriters.

                                            Very truly yours,

                                           CITICORP



                                            By:_____________________
                                               Title: Vice President


                                            CITICORP CAPITAL I



                                             By:_____________________
                                                as Trustee


                                             By:______________________
                                                as Trustee


The foregoing  Agreement is hereby  confirmed
  and accepted as of the date first above
  written.


[NAME OF REPRESENTATIVE[S]]
[INSERT NAMES OF UNDERWRITERS]



By:  [NAME OF REPRESENTATIVE[S]]


By:_____________________________
   Name:
   Title:



                                       31
<PAGE>
                                                 



                                   SCHEDULE I



                                                      Number of Preferred
     Underwriter                                  Securities to be Purchased
     ___________                                  __________________________


[NAME OF REPRESENTATIVE[S]]

[INSERT NAMES OF UNDERWRITERS]




     TOTAL



                                       32
<PAGE>
                                                 
                                                                       Exhibit A
                    








                    ___________________ Preferred Securities

                               CITICORP CAPITAL I

                           (a Delaware business trust)

                    __% ________________ Preferred Securities

                    (Liquidation Amount of $25 Per Security)

                                PRICING AGREEMENT

                                                                 ________, 1996

[NAME OF REPRESENTATIVE[S]]
[ADDRESS OF REPRESENTATIVE[S]]




Dear Sirs:

                  Reference  is  made  to  the  Underwriting  Agreement,   dated
_______,  1996 (the "Underwriting  Agreement"),  relating to the purchase by the
several    Underwriters    named   in    Schedule    I    thereto,    for   whom
________________________   [is]   [are]   acting   as   representative[s]   (the
"Representative[s]"),  of the above __%  ________________  Preferred  Securities
(the "Preferred  Securities"),  of CITICORP CAPITAL I, a Delaware business trust
(the "Trust").

                  Pursuant to Section 2 of the Underwriting Agreement, the Trust
and Citicorp, a Delaware corporation, agree with each Underwriter as follows:

                  1. The initial  public  offering  price per  security  for the
         Preferred  Securities,  determined as provided in said Section 2, shall
         be $_____.

                  2.  The  purchase   price  per  security  for  the   Preferred
         Securities  to be paid by the  several  Underwriters  shall be  $_____,
         being an amount equal to the initial  public  offering  price set forth
         above.

                  3.  The  compensation  per  Preferred  Security  to be paid by
         Citicorp to the several  Underwriters  in respect of their  commitments
         hereunder shall be _________;  provided, however, that the compensation
         per Preferred Security for sales of 10,000 or more Preferred Securities
         to a single purchaser shall be __________.


<PAGE>
                                                              

                  If the foregoing is in accordance with your  understanding  of
our  agreement,  please  sign and  return  to the  Trust a  counterpart  hereof,
whereupon this instrument,  along with all  counterparts,  will become a binding
agreement between the Underwriters and the Trust and Citicorp in accordance with
its terms.

                                                  Very truly yours,

                                                  CITICORP


                                                  By:______________________
                                                     Name:
                                                     Title:


                                                  CITICORP CAPITAL I


                                                  By:______________________
                                                     Name:
                                                     Title:  Trustee


                                                   By:______________________
                                                      Name:
                                                      Title:  Trustee

CONFIRMED AND ACCEPTED,
 as of the date first above written:

[NAME OF REPRESENTATIVE[S]]

For itself and as Representative[s] of the other
         Underwriters named in the Underwriting Agreement


By:____________________________
         Authorized Signatory



                                       A-2


<PAGE>