Exhibit 4(e)

                 FIRST SUPPLEMENTAL  INDENTURE,  dated as of _______, 1996 (the
"First Supplemental  Indenture"),  between Citicorp, a Delaware corporation (the
"Company"),  and Wilmington Trust Company,  as trustee (the "Trustee") under the
Indenture  dated as of  ________,  1996 between the Company and the Trustee (the
"Indenture").

                  WHEREAS,  the Company  executed and delivered the Indenture to
the Trustee to provide for the future issuance of the Company's unsecured junior
subordinated  debt  securities  to be  issued  from  time to time in one or more
series  as might  be  determined  by the  Company  under  the  Indenture,  in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Indenture;

                  WHEREAS,  pursuant to the terms of the Indenture,  the Company
desires to provide for the establishment of a new series of its Securities to be
known as its ____% Junior  Subordinated  Deferrable Interest Debentures due 2026
(the  "Debentures"),  the form and substance of such  Debentures  and the terms,
provisions and  conditions  thereof to be set forth as provided in the Indenture
and this First Supplemental Indenture;

                  WHEREAS,  Citicorp  Capital I, a Delaware  statutory  business
trust (the "Trust"), has offered to the public $___ aggregate liquidation amount
of its ____% Trust Originated Preferred Securities (the "Preferred Securities"),
representing  undivided  beneficial  interests  in the  assets  of the Trust and
proposes to invest the proceeds from such  offering,  together with the proceeds
of the  issuance  and sale by the  Trust to the  Company  of  $______  aggregate
liquidation  amount of its ____% Trust Originated Common Securities (the "Common
Securities"), in $_______ aggregate principal amount of the Debentures; and

                  WHEREAS,  the Company has requested  that the Trustee  execute
and deliver this First Supplemental  Indenture and all requirements necessary to
make this First Supplemental Indenture a valid instrument in accordance with its
terms,   and  to  make  the  Debentures,   when  executed  by  the  Company  and
authenticated  and  delivered  by the  Trustee,  the  valid  obligations  of the
Company,  have been  performed,  and the  execution  and  delivery of this First
Supplemental Indenture has been duly authorized in all respects:

                  NOW THEREFORE, in consideration of the purchase and acceptance
of the Debentures by the Holders thereof,  and for the purpose of setting forth,
as provided in the  Indenture,  the form and substance of the Debentures and the
terms,  provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:
<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1      Definition of Terms.

                  Unless the context otherwise requires:

                  (a)     a term defined in the Indenture has the same meaning
when used in this First Supplemental Indenture;

                  (b)     a term defined anywhere in this First Supplemental 
Indenture has the same meaning throughout;

                  (c)     the singular includes the plural and vice versa;

                  (d)     a reference to a Section or Article is to a Section 
or Article of this First Supplemental Indenture;

                  (e)     headings are for convenience of reference only and do
not affect interpretation; 

                  (f)     the following terms have the meanings given to them 
in the Declaration:  (i) Clearing Agency; (ii) Delaware Trustee; (iii) 
Depositary; (iv) Dissolution Tax Opinion; (v) Institutional Trustee; (vi) No 
Recognition Opinion; (vii) Preferred Security Certificate; (viii) Pricing 
Agreement; (ix) Regular Trustees; (x) Regulatory Capital Event; (xi) Tax Event;
and (xii) Underwriting Agreement; and

                  (g)     the following terms have the meanings given to them 
in this Section 1.1(g):

                  "Additional Interest" shall have the meaning set forth in 
Section 2.5.

                  "Compounded Interest" shall have the meaning set forth in 
Section 4.1.

                  "Declaration"  means the Amended and Restated  Declaration  of
Citicorp  Capital  I,  a  Delaware   statutory   business  trust,  dated  as  of
___________, 1996.

                  "Deferred Interest" shall have the meaning set forth in 
Section 4.1.

                  "Dissolution  Event" means the liquidation of the Trust by the
Regular  Trustees  pursuant to the Declaration as a result of the occurrence and
continuation of a Special Event,  and the distribution of the Debentures held by
the  Institutional  Trustee to the holders of the Trust Securities issued by the
Trust pro rata in accordance with the Declaration.

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<PAGE>

                  "Extended  Interest Payment Period" shall have the meaning set
forth in Section 4.1.

                  "Extension Conditions" shall mean the following:

                           (1)      the Company is not the subject of any 
                           bankruptcy or insolvency proceeding or in 
                           liquidation;

                           (2)      the Company is not in default in the payment
                           of any interest or principal on any Debentures;

                           (3)      the Trust is not in arrears on payments of 
                           Distributions on the Preferred Securities and no 
                           deferred Distributions are accumulated and unpaid; 
                           and

                           (4)  the  Debentures  are  rated  at  least  BBB-  by
                           Standard & Poor's Ratings  Service,  at least Baa3 by
                           Moody's  Investor  Service,  Inc.  or  at  least  the
                           equivalent   by  any  other   nationally   recognized
                           statistical rating organization.

                  "Federal Reserve" shall mean the Board of Governors of the 
Federal Reserve System.

                  "Global Debenture" shall have the meaning set forth in Section
2.4.

                  "Interest Payment Date" shall have the meaning set forth in 
Section 2.5(a).

                  "Maturity Date" shall have the meaning set forth in Section 
2.2(a).

                  "Ministerial Action" shall have the meaning set forth in 
Section 2.2(b).

                  "Non Book-Entry  Preferred  Securities" shall have the meaning
set forth in Section 2.4.

                  "Preceding Maturity Date" shall have the meaning set forth in
Section 2.2(c).

                  "Redemption  Price" shall mean, with respect to any redemption
of the Debentures  pursuant to Article Three hereof,  an amount in cash equal to
100% of the principal amount to be redeemed plus any accrued and unpaid interest
thereon,  including Compounded Interest and Additional Interest,  if any, to the
date of such redemption.

                  "Scheduled Maturity Date" shall mean ________, 2026.

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<PAGE>


                  "Special Event" shall have the meaning set forth in Section 
3.1.

                  "Trust Securities" shall mean the Preferred Securities and the
Common Securities, collectively.

                                  ARTICLE II
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1      Designation and Principal Amount.

                  There is hereby  authorized a series of Securities  designated
the "____% Junior Subordinated Deferrable Interest Debentures due 2026", limited
in aggregate  principal  amount to $_________ which amount shall be as set forth
in any  written  order of the  Company for the  authentication  and  delivery of
Debentures pursuant to Section 2.04 of the Indenture.

SECTION 2.2      Maturity.

                  (a)  The  Maturity  Date  shall  be  the  date  on  which  the
Debentures  mature and on which the  principal  thereof shall be due and payable
together  with all accrued and unpaid  interest  thereon  (including  Compounded
Interest and  Additional  Interest,  if any),  which date shall be the Scheduled
Maturity Date unless the Maturity Date has been changed pursuant to this Section
2.2, in which case the Maturity  Date shall be the Maturity  Date most  recently
established in accordance with such Section 2.2.

                  (b) Upon the occurrence of a Tax Event,  the Company may elect
to change the Maturity Date to a date earlier than the Scheduled  Maturity Date,
but in no  event  to a date  earlier  than  _____________,  subject  to (i)  the
approval  of the  Federal  Reserve  if  such  approval  is then  required  under
applicable law or capital guidelines of the Federal Reserve and (ii) the receipt
by the Company of an opinion of a nationally recognized  independent tax counsel
experienced in such matters that such a change in the Maturity Date would reduce
the likelihood or eliminate the possibility of the unfavorable tax  consequences
referred to in the Dissolution Tax Opinion;  provided,  however,  that if at the
time there is available to the Company the opportunity to eliminate,  within the
90 days  following the  occurrence of such Tax Event (the "90 Day Period"),  the
Tax Event by taking some  ministerial  action  ("Ministerial  Action"),  such as
filing a form or making an election,  or pursuing some other similar  reasonable
measure which has no adverse effect on the Company,  the Trust or the Holders of
the  Trust  Securities  issued by the  Trust,  the  Company  shall  pursue  such
Ministerial  Action in lieu of  shortening  the Maturity  Date,  and,  provided,
further,  that the Company  shall have no right to shorten the Maturity  Date of
the Debentures  while the Trust is pursuing any  Ministerial  Action pursuant to
its  obligations  under the  Declaration.  Such election shall be

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<PAGE>

made, and such
change in the Maturity Date shall be effective, on such date as specified in the
notice thereof given in accordance with Section 2.2(d).

                  (c) The  Company  may at any time  before the date which is 90
days before the Maturity Date, elect to extend the Maturity Date for one or more
periods,  but in no event to a date later than  ____________  2045, if as of the
date such election is made the Extension Conditions are satisfied. Such election
shall be made,  and such  extension of the Maturity Date shall be effective,  on
such date as specified in the notice  thereof given in  accordance  with Section
2.2(d);  provided that if the Extension Conditions are not also satisfied on the
Maturity Date in effect prior to such extension (the "Preceding Maturity Date"),
then on the Preceding  Maturity Date,  the Maturity Date shall be  automatically
changed, without any action on the part of the Company, the Trustee or any other
Person, to be the Preceding Maturity Date.

                  (d) If the Company elects to the change Maturity Date pursuant
to Section  2.2(b) or (c), the Company shall give prompt  written notice thereof
to the Trustee,  and the Trustee shall give written  notice of the change in the
Maturity Date to the Holders of the  Debentures no less than 30 days and no more
than 90 days prior to the effectiveness thereof.

SECTION 2.3      Form and Payment.

                  Except as provided in Section  2.4,  the  Debentures  shall be
issued in fully registered certificated form without interest coupons. Principal
and interest on the Debentures issued in certificated form will be payable,  the
transfer of such  Debentures  will be registrable  and such  Debentures  will be
exchangeable for Debentures bearing identical terms and provisions at the office
or agency of the  Trustee;  provided,  however,  that payment of interest may be
made at the option of the Company by check  mailed to the Holder at such address
as shall appear in the Security Register. Notwithstanding the foregoing, so long
as the Holder of any Debentures is the Institutional Trustee, the payment of the
principal  of  and  interest  (including   Compounded  Interest  and  Additional
Interest,  if any) on such Debentures held by the Institutional  Trustee will be
made at such place and to such account as may be designated by the Institutional
Trustee.

SECTION 2.4      Global Debenture.

                  (a)  In connection with a Dissolution Event,

                           (i)  the  Debentures  in  certificated  form  may be
         presented to the Trustee by the Institutional Trustee in exchange for a
         global  Debenture  in  an  aggregate  principal  amount  equal  to  the
         aggregate  principal  amount of all  outstanding  Debentures (a "Global
         Debenture"),  to be  registered

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<PAGE>

         in the name of the  Depositary,  or its
         nominee,  and delivered by the Trustee to the  Depositary for crediting
         to the accounts of its participants pursuant to the instructions of the
         Regular Trustees.  The Company upon any such presentation shall execute
         a Global  Debenture in such aggregate  principal amount and deliver the
         same to the Trustee for  authentication and delivery in accordance with
         the Indenture and this First  Supplemental  Indenture.  Payments on the
         Debentures issued as a Global Debenture will be made to the Depositary;
         and

                           (ii)  if any  Preferred  Securities  are  held in non
         book-entry  certificated  form, the Debentures in certificated form may
         be  presented  to the  Trustee  by the  Institutional  Trustee  and any
         Preferred Security  Certificate which represents  Preferred  Securities
         other than  Preferred  Securities  held by the  Clearing  Agency or its
         nominee  ("Non  Book-Entry  Preferred  Securities")  will be  deemed to
         represent  beneficial  interests in Debentures presented to the Trustee
         by the Institutional Trustee having an aggregate principal amount equal
         to the aggregate  liquidation  amount of the Non  Book-Entry  Preferred
         Securities until such Preferred Security  Certificates are presented to
         the Security  Registrar  for transfer or  reissuance at which time such
         Preferred  Security  Certificates  will be  cancelled  and a Debenture,
         registered  in  the  name  of the  holder  of  the  Preferred  Security
         Certificate or the transferee of the holder of such Preferred  Security
         Certificate,  as the case may be, with an  aggregate  principal  amount
         equal to the aggregate  liquidation  amount of the  Preferred  Security
         Certificate cancelled, will be executed by the Company and delivered to
         the Trustee for  authentication  and  delivery in  accordance  with the
         Indenture and this First Supplemental  Indenture.  Upon the issuance of
         such  Debentures,  Debentures  with an equivalent  aggregate  principal
         amount that were presented by the Institutional  Trustee to the Trustee
         will be deemed to have been cancelled.

                  (b) A Global  Debenture may be transferred,  in whole but not
in part, only to another nominee of the Depositary, or to a successor Depositary
selected  or  approved  by  the  Company  or  to a  nominee  of  such  successor
Depositary.

                  (c) If at any time the  Depositary  notifies the Company that
it is  unwilling  or  unable to  continue  as  Depositary  or if at any time the
Depositary  for such series shall no longer be  registered  or in good  standing
under the  Securities  Exchange  Act of 1934,  as amended,  or other  applicable
statute  or  regulation,  and a  successor  Depositary  for such  series  is not
appointed by the Company  within 90 days after the Company  receives such notice
or  becomes  aware  of such  condition,  as the case may be,  the  Company  will
execute, and, subject to Article II of the Inden-

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<PAGE>

ture,  the Trustee, upon written
notice from the Company,  will  authenticate and make available for delivery the
Debentures  in  definitive   registered  form  without  coupons,  in  authorized
denominations,  and in an  aggregate  principal  amount  equal to the  principal
amount of the  Global  Debenture  in  exchange  for such  Global  Debenture.  In
addition,  the Company may at any time determine  that the  Debentures  shall no
longer be  represented  by a Global  Debenture.  In such event the Company  will
execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt
of an Officers'  Certificate  evidencing such determination by the Company, will
authenticate  and deliver the Debentures in definitive  registered  form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the  principal  amount of the Global  Debenture  in exchange  for such Global
Debenture.  Upon the exchange of the Global  Debenture  for such  Debentures  in
definitive  registered form without coupons,  in authorized  denominations,  the
Global  Debenture  shall  be  cancelled  by  the  Trustee.  Such  Debentures  in
definitive  registered form issued in exchange for the Global Debenture shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect  participants or otherwise,
shall  instruct the Trustee.  The Trustee shall  deliver such  Securities to the
Depositary  for  delivery to the Persons in whose names such  Securities  are so
registered.

SECTION 2.5      Interest.

                  (a)  Each  Debenture  will bear interest at the rate of ____%
per annum (the  "Coupon  Rate") from the  original  date of  issuance  until the
principal thereof becomes due and payable,  and on any overdue principal and (to
the extent that payment of such interest is enforceable under applicable law) on
any overdue  installment of interest at the Coupon Rate,  compounded  quarterly,
payable  (subject to the  provisions  of Article  Four)  quarterly in arrears on
__________,  __________,  ___________  and  ___________  of each year (each,  an
"Interest Payment Date," commencing on _________,  1997), to the Person in whose
name such Debenture or any predecessor Debenture is registered,  at the close of
business on the regular  record date for such interest  installment,  which,  in
respect of any Debentures of which the Institutional  Trustee is the Holder of a
Global  Debenture,  shall be the  close of  business  on the  Business  Day next
preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if
the Preferred  Securities are no longer in book-entry  only form,  except if the
Debentures  are  held  by the  Institutional  Trustee,  the  Debentures  are not
represented by a Global Debenture,  the Company may select a regular record date
for such interest  installment which shall be any date at least one Business Day
before an Interest Payment Date.

                                       7
<PAGE>

                  (b)  The amount of  interest  payable  for any period will be
computed  on the basis of a  360-day  year of twelve  30-day  months.  Except as
provided  in the  following  sentence,  the amount of  interest  payable for any
period shorter than a full quarterly period for which interest is computed, will
be computed on the basis of the actual  number of days  elapsed in such a 30-day
period.  In the  event  that  any  date on  which  interest  is  payable  on the
Debentures is not a Business Day, then payment of interest  payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other  payment in respect of any such delay),  except that,  if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately  preceding Business Day, in each case with the same force and
effect as if made on such date.

                  (c)  If, at any time while the  Institutional  Trustee is the
Holder of any Debentures,  the Trust or the Institutional Trustee is required to
pay any taxes,  duties,  assessments or governmental  charges of whatever nature
(other than withholding taxes) imposed by the United States, or any other taxing
authority,  then,  in any case,  the  Company  will pay as  additional  interest
("Additional  Interest") on the Debentures  held by the  Institutional  Trustee,
such  additional  amounts as shall be required so that the net amounts  received
and retained by the Trust and the Institutional Trustee after paying such taxes,
duties,  assessments or other governmental  charges will be equal to the amounts
the Trust and the  Institutional  Trustee would have received had no such taxes,
duties, assessments or other government charges been imposed.


                                  ARTICLE III
                          REDEMPTION OF THE DEBENTURES

SECTION 3.1      Special Event Redemption.

                  If at any time a Special Event has occurred and is continuing
and, in the case of a Tax Event:

                  (a)      the Company has received a Redemption Tax Opinion; or

                  (b) after  receiving a  Dissolution  Tax Opinion,  the Regular
         Trustees  shall  have  been  informed  by  tax  counsel  rendering  the
         Dissolution  Tax  Opinion  that  a No  Recognition  Opinion  cannot  be
         delivered to the Trust,

then,  notwithstanding Section 3.2(a) but subject to Section 3.2(c), the Company
shall have the right, upon not less than 30 days nor more than 60 days notice to
the Holders of the Debentures,  to redeem the  Debentures,  in whole (but not in
part),

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<PAGE>

within the 90 Day Period at the Redemption Price, provided, in each case,
that (i) if at the time there is  available  to the Company the  opportunity  to
eliminate,  within  the  90  Day  Period,  the  Special  Event  by  taking  some
Ministerial  Action,  such as filing a form or making an  election,  or pursuing
some  other  similar  reasonable  measure  which  has no  adverse  effect on the
Company,  the Trust or the Holders of the Trust Securities  issued by the Trust,
the Company shall pursue such Ministerial Action in lieu of redemption, and (ii)
the  Company  shall  have no right to redeem the  Debentures  while the Trust is
pursuing  any  Ministerial   Action  pursuant  to  its  obligations   under  the
Declaration.  The  Redemption  Price shall be paid prior to 12:00 noon, New York
time,  on the  date  of such  redemption  or such  earlier  time as the  Company
determines,  provided  that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date
such Redemption Price is to be paid.

SECTION 3.2      Optional Redemption by Company.

                  (a)  Subject to the provisions of Section 3.2(b),  3.2(c) and
to the provisions of Article Fourteen of the Indenture,  except as otherwise may
be specified in this First  Supplemental  Indenture,  the Company shall have the
right to redeem the  Debentures,  in whole or in part,  from time to time, on or
after  _____________,  at the Redemption Price. Any redemption  pursuant to this
paragraph  will be made upon not less than 30 days nor more than 60 days  notice
to the Holders of the Debentures.  If the Debentures are only partially redeemed
pursuant to this Section 3.2, the Debentures will be redeemed pro rata or by lot
or by any other method utilized by the Trustee; provided, that if at the time of
redemption the Debentures are registered as a Global  Debenture,  the Depositary
shall determine, in accordance with its procedures, the principal amount of such
Debentures held by each Holder of Debenture to be redeemed. The Redemption Price
shall be paid prior to 12:00 noon, New York time, on the date of such redemption
or at such earlier  time as the Company  determines,  provided  that the Company
shall deposit with the Trustee an amount  sufficient to pay the Redemption Price
by 10:00 a.m., New York time, on the date such Redemption Price is to be paid.

                  (b) If a partial redemption of the Debentures would result in
the delisting of the Preferred  Securities issued by the Trust from any national
securities exchange or other organization on which the Preferred  Securities are
then  listed,  the  Company  shall  not be  permitted  to  effect  such  partial
redemption and may only redeem the Debentures in whole.

                  (c) Any  redemption of Debentures  pursuant to Section 3.1 or
Section 3.2 shall be subject to the Company  obtaining the prior approval of the
Federal  Reserve,  if such approval is then

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<PAGE>

required  under  applicable  law or capital guidelines of the Federal Reserve.

SECTION 3.3      No Sinking Fund.

                  The  Debentures are not entitled to the benefit of any sinking
fund.


                                  ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1      Extension of Interest Payment Period.

                  The Company shall have the right, at any time and from time to
time  during  the term of the  Debentures,  to defer  payments  of  interest  by
extending  the  interest  payment  period of such  Debentures  for a period  not
exceeding 20  consecutive  calendar  quarters,  including the first such quarter
during such extension period (the "Extended  Interest Payment  Period"),  during
which  Extended  Interest  Payment  Period no interest shall be due and payable;
provided that no Extended Interest Payment Period may extend beyond the Maturity
Date. To the extent permitted by applicable law, interest,  the payment of which
has been  deferred  because of the  extension  of the  interest  payment  period
pursuant to this  Section  4.1,  will bear  interest  thereon at the Coupon Rate
compounded  quarterly for each quarter of the Extended  Interest  Payment Period
("Compounded Interest"). At the end of the Extended Interest Payment Period, the
Company shall pay all interest  accrued and unpaid on the Debentures,  including
any Additional Interest and Compounded Interest (together,  "Deferred Interest")
that shall be  payable  to the  Holders  of the  Debentures  in whose  names the
Debentures  are  registered  in the  Security  Register on the first record date
after the end of the Extended Interest Payment Period. Before the termination of
any Extended Interest Payment Period,  the Company may further defer payments of
interest by further extending such period,  provided that such period,  together
with all such  previous and further  extensions  within such  Extended  Interest
Payment Period, shall not exceed 20 consecutive calendar quarters, including the
first such quarter  during such  Extended  Interest  Payment  Period,  or extend
beyond the Maturity Date of the Debentures. Upon the termination of any Extended
Interest  Payment Period and the payment of all Deferred  Interest then due, the
Company may  commence a new Extended  Interest  Payment  Period,  subject to the
foregoing requirements.  No interest shall be due and payable during an Extended
Interest Payment Period,  except at the end thereof,  but the Company may prepay
at any time all or any  portion  of the  interest  accrued  during  an  Extended
Interest Payment Period.

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<PAGE>


SECTION 4.2      Notice of Extension.

                  (a)  If the  Institutional  Trustee  is the  only  registered
Holder of the  Debentures at the time the Company  selects an Extended  Interest
Payment Period,  the Company shall give written notice to the Regular  Trustees,
the  Institutional  Trustee and the Trustee of its  selection  of such  Extended
Interest  Payment  Period one  Business  Day before the  earlier of (i) the next
succeeding date on which  Distributions  on the Trust  Securities  issued by the
Trust are payable,  or (ii) the date the Trust is required to give notice of the
record date, or the date such  Distributions are payable,  to the New York Stock
Exchange or other applicable  self-regulatory  organization or to holders of the
Preferred Securities issued by the Trust, but in any event at least one Business
Day before such record date.

                  (b)  If the  Institutional  Trustee is not the only Holder of
the  Debentures  at the time the Company  selects an Extended  Interest  Payment
Period,  the Company  shall give the Holders of the  Debentures  and the Trustee
written  notice of its selection of such  Extended  Interest  Payment  Period at
least 10 Business  Days before the earlier of (i) the next  succeeding  Interest
Payment  Date,  or (ii) the date the  Company is  required to give notice of the
record or payment date of such interest  payment to the New York Stock  Exchange
or  other  applicable   self-regulatory   organization  or  to  Holders  of  the
Debentures.

                  (c)  The  quarter  in which any notice is given  pursuant  to
paragraphs  (a) or (b) of this  Section  4.2 shall be  counted  as one of the 20
quarters  permitted in the maximum  Extended  Interest  Payment Period permitted
under Section 4.1.

Section 4.3      Limitation of Transactions.

                  If (i) the Company  shall  exercise its right to defer payment
of interest as  provided  in Section 4.1 or (ii) there shall have  occurred  any
Event of Default,  as defined in the  Indenture,  then (a) the Company shall not
declare or pay any  dividends  on, make any  distributions  with  respect to, or
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
its capital  stock (other than (x)  purchases or  acquisitions  of shares of its
common  stock  in  connection  with  the  satisfaction  by  the  Company  of its
obligations  under any employee benefit plans or other  contractual  obligations
(other than a contractual  obligation ranking pari passu with or junior in right
of  payment to the  Debentures),  (y) as a result of a  reclassification  of its
capital  stock or the  exchange  or  conversion  of one  class or  series of the
Company's  capital stock for another class or series of its capital stock or (z)
the purchase of fractional  interests in shares of its capital stock pursuant to
the  conversion  or exchange  provisions  of such capital  stock or the security
being  converted or exchanged) and (b) the Company shall not make

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<PAGE>

any payment of
interest,  principal or premium,  if any, on or repay,  repurchase or redeem any
debt  securities  issued by the Company  which rank pari passu with or junior in
right of payment to the Debentures.

                                    ARTICLE V
                                    EXPENSES

SECTION 5.1      Payment of Expenses.

                  In  connection  with the  offering,  sale and  issuance of the
Debentures to the  Institutional  Trustee and in connection with the sale of the
Trust  Securities  by the Trust,  the Company,  in its capacity as borrower with
respect to the Debentures, shall:

                  (a) pay all costs and expenses relating to the offering, sale
and  issuance  of the  Debentures,  including  commissions  to the  underwriters
payable  pursuant to the  Underwriting  Agreement and the Pricing  Agreement and
compensation  of  the  Trustee  under  the  Indenture  in  accordance  with  the
provisions of Section 6.06 of the Indenture;

                  (b) pay all costs and expenses of the Trust  (including,  but
not limited to, costs and expenses  relating to the  organization  of the Trust,
the offering,  sale and issuance of the Trust Securities (including  commissions
to the  underwriters  in  connection  therewith),  the fees and  expenses of the
Institutional  Trustee and the Delaware Trustee, the costs and expenses relating
to the operation of the Trust, including without limitation,  costs and expenses
of accountants,  attorneys,  statistical or bookkeeping  services,  expenses for
printing and engraving and computing or accounting  equipment,  paying agent(s),
registrar(s),  transfer  agent(s),  duplicating,  travel and telephone and other
telecommunications  expenses and costs and expenses  incurred in connection with
the acquisition, financing, and disposition of Trust assets);

                  (c)     be primarily and fully liable for any indemnification
obligations arising with respect to the Declaration; and

                  (d)     pay any and all taxes (other than United States 
withholding taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.

Section 5.2      Payment Upon Resignation or Removal.

                  Upon termination of this First  Supplemental  Indenture or the
Indenture or the removal or resignation of the Trustee, unless otherwise stated,
the Company  shall pay to the  Trustee  all amounts  accrued to the date of such
termination,  removal or

                                       12
<PAGE>

resignation. Upon termination of the Declaration or the
removal or resignation of the Delaware Trustee or the Institutional  Trustee, as
the case may be, pursuant to Section 5.6 of the  Declaration,  the Company shall
pay to the Delaware Trustee or the  Institutional  Trustee,  as the case may be,
all amounts accrued to the date of such termination, removal or resignation.


                                  ARTICLE VI
                          COVENANT TO LIST ON EXCHANGE

SECTION 6.1      Listing on an Exchange.

                  If the  Debentures  are to be issued as a Global  Debenture in
connection  with  the  distribution  of the  Debentures  to the  holders  of the
Preferred  Securities issued by the Trust upon a Dissolution  Event, the Company
shall  use its best  efforts  to list  such  Debentures  on the New  York  Stock
Exchange,  Inc. or on such other  exchange as the Preferred  Securities are then
listed.


                                   ARTICLE VII
                                FORM OF DEBENTURE

SECTION 7.1      Form of Debenture.

                  The Debentures and the Trustee's Certificate of Authentication
to be endorsed thereon are to be substantially in the following forms:

                           (FORM OF FACE OF DEBENTURE)

                  [IF THE DEBENTURE IS TO BE A GLOBAL  DEBENTURE,  INSERT - This
Debenture is a Global Debenture within the meaning of the Indenture  hereinafter
referred  to and is  registered  in the name of a  Depositary  or a nominee of a
Depositary. This Debenture is exchangeable for Debentures registered in the name
of a person  other  than  the  Depositary  or its  nominee  only in the  limited
circumstances  described  in the  Indenture,  and no transfer of this  Debenture
(other  than a transfer  of this  Debenture  as a whole by the  Depositary  to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another  nominee  of  the  Depositary)  may  be  registered  except  in  limited
circumstances.

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

                                       13
<PAGE>

PERSON  IS   WRONGFUL   since the  registered  owner hereof,  Cede & Co., has an
interest herein.]

No.                                                  CUSIP No. ______________



                                       14
<PAGE>

                                    CITICORP

             ____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
                                    DUE 2026

                  Citicorp,  a Delaware  corporation (the "Company",  which term
includes any successor corporation under the Indenture hereinafter referred to),
for value  received,  hereby  promises to pay to  ______________  or  registered
assigns, the principal sum of _____________ Dollars on ____________, 2026 (or on
such date that is not earlier  than  _______,  or on such date that is not later
than  ________,  2045,  if the  Company  elects to change the  Maturity  Date as
further  described  herein),  and to pay  interest  on said  principal  sum from
________,  1996, or from the most recent interest  payment date (each such date,
an "Interest  Payment  Date") to which  interest has been paid or duly  provided
for,  quarterly  (subject  to  deferral  as set  forth  herein)  in  arrears  on
_______________,  _____________, _______________ and ______________ of each year
commencing __________,  1997, at the rate of ____% per annum until the principal
hereof  shall have become due and  payable,  and on any overdue  principal  [and
premium,  if any,] and  (without  duplication  and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded quarterly. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day  months.  In the event that any date on which  interest is
payable  on this  Debenture  is not a Business  Day,  then  payment of  interest
payable on such date will be made on the next  succeeding day that is a Business
Day (and  without any  interest or other  payment in respect of any such delay),
except that, if such Business Day is in the next succeeding  calendar year, such
payment shall be made on the  immediately  preceding  Business Day, in each case
with the same force and effect as if made on such date. The interest installment
so payable,  and punctually  paid or duly provided for, on any Interest  Payment
Date will,  as  provided in the  Indenture,  be paid to the person in whose name
this  Debenture  (or one or more  Predecessor  Securities,  as  defined  in said
Indenture) is registered at the close of business on the regular record date for
such interest installment,  which shall be the close of business on the business
day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF
THE INDENTURE THE DEBENTURES ARE NO LONGER  REPRESENTED BY A GLOBAL DEBENTURE --
which  shall be the close of business on the ____  business  day next  preceding
such Interest  Payment Date.] Any such interest  installment not punctually paid
or duly  provided  for shall  forthwith  cease to be payable  to the  registered
Holders on such regular  record date and may be paid to the Person in whose name
this  Debenture  (or one or more  Predecessor  Securities)  is registered at the
close of  business  on a special  record date to be fixed by the Trustee for the
payment  of such  defaulted  interest,  notice  whereof  shall  be

                                       15
<PAGE>

given to the
registered  Holders of this series of Debentures  not less than 10 days prior to
such special  record date, or may be paid at any time in any other lawful manner
not inconsistent  with the requirements of any securities  exchange on which the
Debentures  may be  listed,  and upon  such  notice as may be  required  by such
exchange,  all as more fully  provided in the  Indenture.  The principal of (and
premium,  if any) and the  interest  on this  Debenture  shall be payable at the
office or agency  of the  Trustee  maintained  for that  purpose  in any coin or
currency  of the United  States of America  that at the time of payment is legal
tender for payment of public and private debts; provided,  however, that payment
of  interest  may be made at the option of the  Company  by check  mailed to the
registered  Holder at such  address as shall  appear in the  Security  Register.
Notwithstanding  the  foregoing,  so long as the Holder of this Debenture is the
Institutional Trustee, the payment of the principal of (and premium, if any) and
interest on this Debenture will be made at such place and to such account as may
be designated by the Institutional Trustee.

                  The indebtedness evidenced by this Debenture is, to the extent
provided  in the  Indenture,  subordinate  and junior in right of payment to the
prior payment in full of all Senior  Indebtedness,  and this Debenture is issued
subject to the provisions of the Indenture with respect thereto.  Each Holder of
this Debenture,  by accepting the same, (a) agrees to and shall be bound by such
provisions,  (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or  appropriate to acknowledge or effectuate the
subordination   so   provided   and  (c)   appoints   the  Trustee  his  or  her
attorney-in-fact  for any and all such purposes.  Each Holder hereof,  by his or
her  acceptance  hereof,  hereby  waives  all  notice of the  acceptance  of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness,  whether now outstanding or hereafter incurred,  and waives
reliance by each such holder upon said provisions.

                  This Debenture  shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of  Authentication  hereon shall have been signed by or on
behalf of the Trustee.

                  The  provisions of this Debenture are continued on the reverse
side hereof and such continued  provisions  shall for all purposes have the same
effect as though fully set forth at this place.

                                       16
<PAGE>

                  IN WITNESS WHEREOF,  the Company has caused this instrument to
be executed.

                                              CITICORP
          
                                              By:_____________________________
                                              Name:
                                              Title:


Attest:

By:__________________________
Name:
Title:

                                       17
<PAGE>



                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series  designated herein
referred to in the within-mentioned Indenture.

Dated____________________

Wilmington Trust Company,
as Trustee


By_______________________
  Authorized Signatory


                         (FORM OF REVERSE OF DEBENTURE)

                  This  Debenture  is  one  of  a  duly  authorized   series  of
Debentures of the Company (herein  sometimes  referred to as the  "Debentures"),
specified  in the  Indenture,  all issued or to be issued in one or more  series
under and pursuant to an Indenture  dated as of __________,  1996, duly executed
and delivered between the Company and Wilmington Trust Company,  as Trustee (the
"Trustee"),  as  supplemented  by the First  Supplemental  Indenture dated as of
___________,  1996,  between the Company and the Trustee  (the  Indenture  as so
supplemented,   the   "Indenture"),   to  which  Indenture  and  all  indentures
supplemental  thereto  reference is hereby made for a description of the rights,
limitations  of rights,  obligations,  duties and  immunities  thereunder of the
Trustee,  the  Company and the  Holders of the  Debentures.  By the terms of the
Indenture,  the  Debentures  are  issuable in series that may vary as to amount,
date of  maturity,  rate of  interest  and in other  respects as provided in the
Indenture. This series of Debentures is limited in aggregate principal amount as
specified in said First Supplemental Indenture.

                  Upon  the  occurrence  and  continuation  of a Tax  Event or a
Regulatory  Capital Event (each, a "Special Event"),  the Company shall have the
right, subject to certain conditions set forth in the Indenture,  to redeem this
Debenture  in whole  (but not in part) at the  Redemption  Price  within 90 days
following the occurrence of such Special Event.  In addition,  the Company shall
have the right to redeem this Debenture,  in whole or in part, at any time on or
after  ___________,  at the Redemption  Price.  The "Redemption  Price" means an
amount in cash equal to 100% of the principal  amount  together with any accrued
and unpaid  interest  thereon,  including  Additional  Interest  and  Compounded
Interest, if any, to the date of such redemption.  The Redemption Price shall be
paid prior to 12:00 noon,  New York time,  on the date of such  redemption or at
such earlier time as the Company  deter-

                                       18
<PAGE>

mines.  Any  redemption  pursuant to this
paragraph  will be made upon not less than 30 days nor more than 60 days notice.
If the  Debentures are only  partially  redeemed by the Company,  the Debentures
will be  redeemed  pro rata or by lot or by any  other  method  utilized  by the
Trustee;  provided  that  if,  at the time of  redemption,  the  Debentures  are
registered as a Global  Debenture,  the Depositary shall determine the principal
amount  of such  Debentures  held  by each  Debentureholder  to be  redeemed  in
accordance with its procedures.

                  In the event of redemption  of this  Debenture in part only, a
new  Debenture or Debentures of this series for the  unredeemed  portion  hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

                  Notwithstanding the foregoing, any redemption of Debentures by
the Company shall be subject to the prior  approval of the Board of Governors of
the Federal  Reserve  System (the "Federal  Reserve"),  if such approval is then
required under applicable law or capital guidelines of the Federal Reserve.

                  In case an  Insolvency  Event of  Default  (as  defined in the
Indenture)  shall have occurred and be  continuing,  the principal of all of the
Debentures  may be declared,  and upon such  declaration  shall become,  due and
payable,  in the manner,  with the effect and subject to the conditions provided
in the Indenture.

                  The Indenture contains  provisions  permitting the Company and
the  Trustee,  with the  consent of the  Holders of not less than a majority  in
aggregate principal amount of the Debentures of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the  provisions of the Indenture or of any  supplemental  indenture or of
modifying in any manner the rights of the Holders of the  Debentures;  provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any  Debentures  of any  series,  or  reduce  the  principal  amount  thereof
(including in the case of a discounted  Security the amount  payable  thereon in
the  event  of  acceleration  or the  amount  provable  in  bankruptcy)  [or any
redemption premium thereon], or reduce the rate or extend the time of payment of
interest  thereon,  or make the  principal  of, or interest [or premium] on, the
Debentures  payable  in any coin or  currency  other than that  provided  in the
Debentures,  or impair  or affect  the  right of any  Holder  of  Debentures  to
institute suit for the payment  thereof or the right of  prepayment,  if any, at
the option of the Holder, without the consent of the Holder of each Debenture so
affected, or (ii) reduce the aforesaid percentage of Debentures,  the Holders of
which are required to consent to any such  supplemental  indenture,  without the
consent of the Holders of each Debenture

                                       19
<PAGE>

then outstanding and affected  thereby.
The Indenture also contains  provisions  permitting the Holders of a majority in
aggregate  principal  amount  of the  Debentures  of  any  series  at  the  time
outstanding  affected thereby, on behalf of all of the Holders of the Debentures
of such  series,  to waive any past  default  in the  performance  of any of the
covenants contained in the Indenture,  or established  pursuant to the Indenture
with  respect  to such  series,  and its  consequences,  except a default in the
payment of the  principal  of or  premium,  if any,  or  interest  on any of the
Debentures of such series.  Any such consent or waiver by the registered  Holder
of this  Debenture  (unless  revoked  as  provided  in the  Indenture)  shall be
conclusive  and binding upon such Holder and upon all future  Holders and owners
of this Debenture and of any Debenture issued in exchange heretofore or in place
hereof  (whether by  registration  of transfer or  otherwise),  irrespective  of
whether  or not any  notation  of such  consent  or  waiver  is made  upon  this
Debenture.

                  No reference  herein to the Indenture and no provision of this
Debenture  or of the  Indenture  shall  alter or impair  the  obligation  of the
Company,  which is  absolute  and  unconditional,  to pay the  principal  of and
premium, if any, and interest on this Debenture at the time and place and at the
rate and in the money herein prescribed.

                  The Company shall have the right, at any time and from time to
time  during  the term of the  Debentures,  to defer  payments  of  interest  by
extending  the  interest  payment  period of such  Debentures  for a period  not
exceeding 20  consecutive  calendar  quarters,  including the first such quarter
during such extension period,  and not to extend beyond the Maturity Date of the
Debentures (an "Extended  Interest Payment Period"),  at the end of which period
the  Company  shall pay all  interest  then  accrued and unpaid  (together  with
interest  thereon at the rate  specified  for the  Debentures to the extent that
payment of such interest is enforceable under applicable law). In the event that
the Company exercises its right to defer interest  payments,  then, prior to the
payment of all accrued interest on outstanding Debentures, (a) the Company shall
not declare or pay any dividends on, make any distributions  with respect to, or
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
its capital  stock (other than (i)  purchases or  acquisitions  of shares of the
Company's Common Stock in connection with the satisfaction by the Company of its
obligations  under any employee benefit plans or other  contractual  obligations
(other than a contractual  obligation ranking pari passu with or junior in right
of payment to the  Debentures),  (ii) as a result of a  reclassification  of the
Company's  capital stock or the exchange or conversion of one class or series of
the Company's capital stock for another class or series of the Company's capital
stock or (iii) the purchase of  fractional  interests in shares of the Company's
capital stock pursuant to the conversion or exchange  provisions of such capital

                                       20
<PAGE>

stock of the Company or the security  being  converted or exchanged) and (b) the
Company shall not make any payment of interest, principal or premium, if any, on
or repay,  repurchase or redeem any debt  securities  issued by the Company that
rank pari passu with or junior in right of payment to the Debentures. Before the
termination  of any such  Extended  Interest  Payment  Period,  the  Company may
further defer payments of interest by further  extending such Extended  Interest
Payment Period,  provided that such Extended  Interest Payment Period,  together
with all such  previous and further  extensions  within such  Extended  Interest
Payment Period, shall not exceed 20 consecutive calendar quarters, including the
first quarter during such Extended Interest Payment Period, or extend beyond the
Maturity  Date of the  Debentures.  Upon the  termination  of any such  Extended
Interest  Payment Period and the payment of all accrued and unpaid  interest and
any  additional  amounts  then due,  the  Company  may  commence a new  Extended
Interest Payment Period, subject to the foregoing requirements.

                  Upon the  occurrence  and  continuation  of a Tax  Event,  the
Company  may  elect to  change  the  Maturity  Date to a date  earlier  than the
Scheduled  Maturity Date, but in no event to a date earlier than  _____________,
subject to the approval of the Federal Reserve if such approval is then required
under applicable law or capital guidelines of the Federal Reserve and subject to
certain other  conditions  set forth in the  Indenture.  Such election  shall be
made,  and such change in the Maturity Date shall be effective,  on such date as
specified in the notice  thereof given in  accordance  with the  Indenture.  The
Company  may at any time  before the date which is 90 days  before the  Maturity
Date elect to extend the Maturity Date for one or more periods,  but in no event
to a date later than ____________  2045, if as of the date such election is made
the Extension  Conditions are  satisfied.  Such election shall be made, and such
extension of the Maturity Date shall be effective,  on such date as specified in
the notice thereof given in accordance with the Indenture;  provided that if the
Extension Conditions are not also satisfied on the Preceding Maturity Date, then
on the  Preceding  Maturity  Date,  the  Maturity  Date  shall be  automatically
changed, without any action on the part of the Company, the Trustee or any other
Person, to be the Preceding Maturity Date.

                  If the Company  elects to so change the  Maturity  Date of the
Debentures, the Company shall give prompt notice thereof to the Trustee, and the
Trustee  shall give notice of such change of the Maturity Date to the Holders of
the  Debentures  no less  than 30 days  and no more  than 90 days  prior  to the
effectiveness thereof.

                  As   provided  in  the   Indenture   and  subject  to  certain
limitations  therein set forth, this Debenture is transferable by the registered
Holder hereof on the Security  Register of the

                                       21
<PAGE>

Company,  upon  surrender of this
Debenture for registration of transfer at the office or agency of the Trustee in
the  City  and  State  of  New  York  accompanied  by a  written  instrument  or
instruments of transfer in form  satisfactory to the Company or the Trustee duly
executed by the  registered  Holder  hereof or his attorney  duly  authorized in
writing,  and thereupon one or more new  Debentures of authorized  denominations
and for the same  aggregate  principal  amount and series  will be issued to the
designated  transferee or  transferees.  No service  charge will be made for any
such transfer,  but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.

                  Prior to due presentment for  registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and the Security Registrar
may deem and treat the  registered  holder  hereof as the absolute  owner hereof
(whether or not this Debenture shall be overdue and  notwithstanding  any notice
of ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving  payment of or on account of the  principal  hereof
and premium,  if any, and  interest due hereon and for all other  purposes,  and
neither  the  Company  nor the  Trustee  nor any paying  agent nor any  Security
Registrar shall be affected by any notice to the contrary.

                  No recourse  shall be had for the payment of the  principal of
or the interest on this Debenture,  or for any claim based hereon,  or otherwise
in  respect  hereof,  or based on or in respect of the  Indenture,  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such, of the Company or of any predecessor or successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof  and as part of the  consideration  for the  issuance  hereof,  expressly
waived and released.

                  [The Debentures of this series are issuable only in registered
form without coupons in denominations of $25 and any integral multiple thereof.]
[This Global  Debenture is  exchangeable  for Debentures in definitive form only
under certain limited  circumstances  set forth in the Indenture.  Debentures of
this series so issued are issuable  only in registered  form without  coupons in
denominations  of $25 and any  integral  multiple  thereof.]  As provided in the
Indenture  and subject to certain  limitations  [herein  and] therein set forth,
Debentures  of this  series [so issued] are  exchangeable  for a like  aggregate
principal  amount  of  Debentures  of  this  series  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

                  All  terms  used in this  Debenture  that are  defined  in the
Indenture shall have the meanings assigned to them in the Indenture.

                                       22
<PAGE>

                  THE  INTERNAL  LAWS OF THE STATE OF NEW YORK SHALL  GOVERN THE
INDENTURE  AND THE  DEBENTURES  WITHOUT  REGARD TO  CONFLICT  OF LAW  PROVISIONS
THEREOF.

                                       23
<PAGE>

                                  ARTICLE VIII
                          ORIGINAL ISSUE OF DEBENTURES

SECTION 8.1      Original Issue of Debentures.

                  Debentures in the aggregate  principal amount of $____________
may, upon  execution of this First  Supplemental  Indenture,  be executed by the
Company and delivered to the Trustee for  authentication,  and the Trustee shall
thereupon  authenticate and deliver said Debentures to or upon the written order
of the Company, signed by its Chairman, its Vice Chairman, its President, or any
Vice President and its Treasurer or an Assistant Treasurer,  without any further
action by the Company.


                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1      Ratification of Indenture.

                  The  Indenture,  as  supplemented  by this First  Supplemental
Indenture,   is  in  all  respects  ratified  and  confirmed,   and  this  First
Supplemental  Indenture  shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.

SECTION 9.2      Trustee Not Responsible for Recitals.

                  The recitals herein  contained are made by the Company and not
by the Trustee,  and the Trustee assumes no  responsibility  for the correctness
thereof.  The Trustee makes no  representation as to the validity or sufficiency
of this First Supplemental Indenture.

SECTION 9.3      Governing Law.

                  This First Supplemental  Indenture and each Debenture shall be
deemed to be a contract  made under the internal  laws of the State of New York,
and for all  purposes  shall be construed  in  accordance  with the laws of said
State.

SECTION 9.4      Separability.

                  In case any one or more of the  provisions  contained  in this
First  Supplemental  Indenture or in the Debentures shall for any reason be held
to be  invalid,  illegal  or  unenforceable  in any  respect,  such  invalidity,
illegality  or  unenforceability  shall not affect any other  provisions of this
First Supplemental  Indenture or of the Debentures,  but this First Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

                                       24
<PAGE>

SECTION 9.5      Counterparts.

                  This  First  Supplemental  Indenture  may be  executed  in any
number of counterparts each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.

                                       25
<PAGE>

                  IN WITNESS WHEREOF,  the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be  hereunto  affixed and  attested,  on the date or dates  indicated  in the
acknowledgements and as of the day and year first above written.

                                     CITICORP


                                     By________________________________
                                     Name:
                                     Title:



Attest:


By:______________________


                                     WILMINGTON TRUST COMPANY
                                     as Trustee


                                     By________________________________
                                     Name:
                                     Title:

Attest:

By:___________________


                                       26