Exhibit 4(h)


                    PREFERRED SECURITIES GUARANTEE AGREEMENT


                  This   GUARANTEE   AGREEMENT   (the   "Preferred    Securities
Guarantee"),  dated as of  ______________,  1996,  is executed and  delivered by
Citicorp,  a  Delaware  corporation  (the  "Guarantor"),  and  Wilmington  Trust
Company,  a national  banking  association duly organized and existing under the
laws of the United States, as trustee (the "Preferred Guarantee  Trustee"),  for
the  benefit  of the  Holders  (as  defined  herein)  from  time  to time of the
Preferred  Securities  (as  defined  herein) of  Citicorp  Capital I, a Delaware
statutory business trust (the "Issuer").

                  WHEREAS,  pursuant to an Amended and Restated  Declaration  of
Trust (the "Declaration"),  dated as of ___________, 1996, among the trustees of
the Issuer named therein,  the Guarantor,  as sponsor, and the holders from time
to time of  undivided  beneficial  interests  in the assets of the  Issuer,  the
Issuer is issuing on the date hereof _____________ preferred securities,  having
an aggregate  liquidation  amount of  $___________,  designated  the ____% Trust
Originated Preferred Securities (the "Preferred Securities");

                  WHEREAS,   as  incentive  for  the  Holders  to  purchase  the
Preferred  Securities,  the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Preferred Securities Guarantee, to pay to
the Holders of the  Preferred  Securities  the  Guarantee  Payments  (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein.

                  WHEREAS,  the  Guarantor is also  executing  and  delivering a
guarantee  agreement  (the  "Common  Securities   Guarantee")  in  substantially
identical  terms to this Preferred  Securities  Guarantee for the benefit of the
holders of the Common Securities (as defined herein), except that if an Event of
Default (as defined in the  Indenture),  has  occurred and is  continuing],  the
rights of holders of the Common Securities to receive  Guarantee  Payments under
the Common  Securities  Guarantee are  subordinated  to the rights of Holders of
Preferred   Securities  to  receive  Guarantee  Payments  under  this  Preferred
Securities Guarantee.

                  NOW,  THEREFORE,  in  consideration  of the  purchase  by each
Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall
benefit the  Guarantor,  the  Guarantor  executes  and delivers  this  Preferred
Securities Guarantee for the benefit of the Holders.



<PAGE>




                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1         Definitions and Interpretation

                  In this  Preferred  Securities  Guarantee,  unless the context
otherwise requires:

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

                  (b)      a term defined anywhere in this Preferred Secur-
                           ities Guarantee has the same meaning throughout;

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

                  (d)      all references in this Preferred Securities Guarantee
                           to Articles and Sections are to Articles and Sections
                           of  this  Preferred  Securities   Guarantee,   unless
                           otherwise specified;

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

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

                  "Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

                  "Business Day" means any day other than a day on which federal
or state  banking  institutions  in the Borough of Manhat-  tan, The City of New
York,  are  authorized  or obligated by law,  executive  order or  regulation to
close.

                  "Common  Securities" means the securities  representing common
undivided beneficial interests in the assets of the Issuer.

                  "Corporate  Trust  Office"  means the office of the  Preferred
Guarantee  Trustee  at which  the  corporate  trust  business  of the  Preferred
Guarantee Trustee shall, at any particular time,



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be  principally  administered,  which  office at the date of  execution  of this
Agreement is located at 101 Barclay Street, 21 West, New York, New York 10286.

                  "Covered Person" means any Holder or beneficial owner of
Preferred Securities.

                  "Debentures"  means the  series of  junior  subordinated  debt
securities of the Guarantor designated the ____% Junior Subordinated  Deferrable
Interest Debentures due __________,  2026 held by the Institutional  Trustee (as
defined in the Declaration) of the Issuer.

                  "Event of Default"  means a default by the Guarantor on any of
its payment or other obligations under this Preferred Securities Guarantee.

                  "Guarantee   Payments"   means  the   following   payments  or
distributions, without duplication, with respect to the Preferred Securities, to
the  extent  not  paid  or made  by the  Issuer:  (i)  any  accrued  and  unpaid
Distributions  (as defined in the  Declaration)  that are required to be paid on
such  Preferred  Securities to the extent the Issuer shall have funds  available
therefor,   (ii)  the  redemption  price,   including  all  accrued  and  unpaid
Distributions to the date of redemption (the  "Redemption  Price") to the extent
the  Issuer  has  funds  available  therefor,  with  respect  to  any  Preferred
Securities  called for  redemption by the Issuer,  and (iii) upon a voluntary or
involuntary dissolution,  winding-up or termination of the Issuer (other than in
connection  with the  distribution  of Debentures to the Holders in exchange for
Preferred  Securities  as  provided in the  Declaration),  the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid  Distributions on
the Preferred  Securities to the date of payment, to the extent the Issuer shall
have  funds  available  therefor,  and (b) the  amount of  assets of the  Issuer
remaining available for distribution to Holders in liquidation of the Issuer (in
either case, the "Liquidation Distribution"). If an Event of Default (as defined
in the Indenture) has occurred and is  continuing,  no Guarantee  Payments under
the Common  Securities  Guarantee with respect to the Common Securities shall be
made  until  the  Holders  of  Preferred  Securities  shall  be paid in full the
Guarantee  Payments to which they are entitled under this  Preferred  Securities
Guarantee.

                  "Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Preferred Securities;  provided, however, that, in
determining  whether  the  holders  of the  requisite  percentage  of  Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.




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                  "Indemnified  Person" means the Preferred  Guarantee  Trustee,
any Affiliate of the Preferred  Guarantee Trustee,  or any officers,  directors,
shareholders,   members,   partners,   employees,   representatives,   nominees,
custodians or agents of the Preferred Guarantee Trustee.

                  "Indenture"  means the Indenture  dated as of ________,  1996,
among the Guarantor (the "Debenture  Issuer") and Wilmington  Trust Company,  as
trustee,  and any  indenture  supplemental  thereto  pursuant  to which  certain
subordinated  debt  securities of the  Debenture  Issuer are to be issued to the
Property Trustee of the Issuer.

                  "Majority  in  liquidation  amount of the  Securities"  means,
except as provided by the Trust  Indenture Act, a vote by Holder(s) of Preferred
Securities,  voting  separately as a class,  of more than 50% of the liquidation
amount   (including  the  stated  amount  that  would  be  paid  on  redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all Preferred Securities.

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

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

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

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

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

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



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                  "Preferred  Guarantee Trustee" means Wilmington Trust Company,
a national banking association duly organized and existing under the laws of the
United States,  until a Successor Preferred Guarantee Trustee has been appointed
and has  accepted  such  appointment  pursuant  to the  terms of this  Preferred
Securities   Guarantee  and  thereafter  means  each  such  Successor  Preferred
Guarantee Trustee.

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

                  "Successor  Preferred  Guarantee  Trustee"  means a  successor
Preferred  Guarantee Trustee  possessing the  qualifications to act as Preferred
Guarantee Trustee under Section 4.1.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

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


                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1         Trust Indenture Act; Application

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

                  (b) if and to the extent that any provision of this  Preferred
Securities  Guarantee limits,  qualifies or conflicts with the duties imposed by
Section 310 to 317,  inclusive,  of the Trust Indenture Act, such imposed duties
shall control.

SECTION 2.2         Lists of Holders of Securities
                           
                  (a)  The  Guarantor  shall  provide  the  Preferred  Guarantee
Trustee  with a  list,  in such  form as the  Preferred  Guarantee  Trustee  may
reasonably  require,  of the names and addresses of the Holders of the Preferred
Securities ("List of Holders") as of



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<PAGE>
                                        


such date, (i) within one Business Day after January 1 and June 30 of each year,
and (ii) at any other  time  within 30 days of  receipt  by the  Guarantor  of a
written  request  for a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Preferred Guarantee Trustee provided,  that
the Guarantor shall not be obligated to provide such List of Holders at any time
the List of Holders  does not differ from the most recent List of Holders  given
to the Preferred  Guarantee  Trustee by the Guarantor.  The Preferred  Guarantee
Trustee may destroy any List of Holders  previously  given to it on receipt of a
new List of Holders.

                  (b) The  Preferred  Guarantee  Trustee  shall  comply with its
obligations  under  Sections  311(a),  311(b)  and  Section  312(b) of the Trust
Indenture Act.

SECTION 2.3         Reports by the Preferred Guarantee Trustee
                           
                  Within  60 days  after  May 15 of  each  year,  the  Preferred
Guarantee Trustee shall provide to the Holders of the Preferred  Securities such
reports as are  required by Section 313 of the Trust  Indenture  Act, if any, in
the form and in the manner  provided by Section 313 of the Trust  Indenture Act.
The  Preferred  Guarantee  Trustee  shall also comply with the  requirements  of
Section 313(d) of the Trust Indenture Act.

SECTION 2.4         Periodic Reports to Preferred Guarantee Trustee
                           
                  The Guarantor shall provide to the Preferred Guarantee Trustee
such documents,  reports and information as required by Section 314 (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form,  in the manner and at the times  required  by Section 314 of the Trust
Indenture Act.

SECTION 2.5         Evidence of Compliance with Conditions Precedent

                  The Guarantor shall provide to the Preferred Guarantee Trustee
such evidence of compliance with any conditions precedent,  if any, provided for
in this  Preferred  Securities  Guarantee  that relate to any of the matters set
forth in Section 314(c) of the Trust  Indenture Act. Any  certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

SECTION 2.6         Events of Default; Waiver

                  The Holders of a Majority in  liquidation  amount of Preferred
Securities  may,  by vote,  on behalf  of the  Holders  of all of the  Preferred
Securities,  waive any past Event of  Default  and its  consequences.  Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom




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shall be  deemed  to have  been  cured,  for  every  purpose  of this  Preferred
Securities Guarantee, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

SECTION 2.7         Event of Default; Notice

                  (a) The  Preferred  Guarantee  Trustee  shall,  within 90 days
after the  occurrence  of an Event of  Default,  transmit  by mail,  first class
postage  prepaid,  to the Holders of the  Preferred  Securities,  notices of all
Events of Default  actually  known to a  Responsible  Officer  of the  Preferred
Guarantee  Trustee,  unless such  defaults  have been cured before the giving of
such notice,  provided, that, the Preferred Guarantee Trustee shall be protected
in  withholding  such  notice  if and so long as a  Responsible  Officer  of the
Preferred  Guarantee  Trustee in good faith  determines  that the withholding of
such notice is in the interests of the Holders of the Preferred Securities.

                  (b) The  Preferred  Guarantee  Trustee  shall not be deemed to
have  knowledge of any Event of Default unless the Preferred  Guarantee  Trustee
shall have received  written  notice,  or of which a Responsible  Officer of the
Preferred  Guarantee Trustee charged with the  administration of the Declaration
shall have obtained actual knowledge.

SECTION 2.8         Conflicting Interests

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


                                   ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                           PREFERRED GUARANTEE TRUSTEE

SECTION 3.1         Powers and Duties of the Preferred Guarantee
                    Trustee

                  (a) This Preferred  Securities  Guarantee shall be held by the
Preferred  Guarantee  Trustee for the  benefit of the  Holders of the  Preferred
Securities,  and  the  Preferred  Guarantee  Trustee  shall  not  transfer  this
Preferred  Securities  Guarantee  to any  Person  except a Holder  of  Preferred
Securities  exercising  his or her rights  pursuant  to  Section  5.4(b) or to a
Successor  Preferred Guarantee Trustee on acceptance by such Successor Preferred
Guarantee  Trustee of its  appointment to act as Successor  Preferred  Guarantee
Trustee.  The right, title and interest of the Preferred Guarantee Trustee shall
automatically  vest in any  Successor  Preferred  Guarantee  Trustee,  and  such
vesting and cessation


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<PAGE>



of title shall be  effective  whether or not  conveyancing  documents  have been
executed and delivered  pursuant to the appointment of such Successor  Preferred
Guarantee Trustee.

                  (b) If an Event of  Default  actually  known to a  Responsible
Officer of the Preferred  Guarantee Trustee has occurred and is continuing,  the
Preferred  Guarantee Trustee shall enforce this Preferred  Securities  Guarantee
for the benefit of the Holders of the Preferred Securities.

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

                  (d) No provision of this Preferred  Securities Guarantee shall
be construed to relieve the Preferred  Guarantee  Trustee from liability for its
own  negligent  action,  its own  negligent  failure to act,  or its own willful
misconduct, except that:

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

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

                           (B) in the  absence  of bad  faith on the part of the
                  Preferred  Guarantee Trustee,  the Preferred Guarantee Trustee
                  may  conclusively  rely, as to the truth of the statements and
                  the correctness of the opinions  expressed  therein,  upon any
                  certificates or opinions furnished to the Preferred  Guarantee
                  Trustee and con-



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<PAGE>
                                        



                  forming  to the  requirements  of  this  Preferred  Securities
                  Guarantee;  but  in  the  case  of any  such  certificates  or
                  opinions  that  by  any  provision   hereof  are  specifically
                  required to be furnished to the Preferred  Guarantee  Trustee,
                  the  Preferred  Guarantee  Trustee  shall  be  under a duty to
                  examine the same to  determine  whether or not they conform to
                  the requirements of this Preferred Securities Guarantee;

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

                  (iii) the Preferred Guarantee Trustee shall not be liable with
         respect to any action  taken or omitted to be taken by it in good faith
         in  accordance  with the  direction  of the  Holders of not less than a
         Majority in liquidation amount of the Preferred  Securities relating to
         the time,  method and place of conducting any proceeding for any remedy
         available to the Preferred  Guarantee Trustee,  or exercising any trust
         or power  conferred  upon the  Preferred  Guarantee  Trustee under this
         Preferred Securities Guarantee; and

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

SECTION 3.2         Certain Rights of Preferred Guarantee Trustee
                     
                  (a)      Subject to the provisions of Section 3.1:

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




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<PAGE>
                                        


                  (ii)     Any direction or act of the Guarantor contemplated
         by this Preferred Securities Guarantee shall be sufficiently
         evidenced by an Officers' Certificate.

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

                  (iv) The Preferred Guarantee Trustee shall have no duty to see
         to any  recording,  filing or  registration  of any  instrument (or any
         rerecording, refiling or registration thereof).

                  (v) The Preferred  Guarantee  Trustee may consult with counsel
         of its  selection,  and the  advice or  opinion  of such  counsel  with
         respect to legal matters shall be full and complete  authorization  and
         protection  in respect of any action  taken,  suffered or omitted by it
         hereunder in good faith and in accordance  with such advice or opinion.
         Such counsel may be counsel to the  Guarantor or any of its  Affiliates
         and may include any of its employees.  The Preferred  Guarantee Trustee
         shall have the right at any time to seek  instructions  concerning  the
         administration of this Preferred Securities Guarantee from any court of
         competent jurisdiction.

                  (vi)  The  Preferred  Guarantee  Trustee  shall  be  under  no
         obligation to exercise any of the rights or powers vested in it by this
         Preferred  Securities  Guarantee  at the  request or  direction  of any
         Holder,  unless  such  Holder  shall  have  provided  to the  Preferred
         Guarantee Trustee such security and indemnity,  reasonably satisfactory
         to  the  Preferred  Guarantee  Trustee,  against  the  costs,  expenses
         (including  attorneys'  fees  and  expenses  and  the  expenses  of the
         Preferred  Guarantee  Trustee's  agents,  nominees or  custodians)  and
         liabilities that might be incurred by it in complying with such request
         or direction, including such reasonable advances as may be requested by
         the Preferred  Guarantee  Trustee;  provided that, nothing contained in
         this  Section  3.2(a)(vi)  shall  be  taken to  relieve  the  Preferred
         Guarantee Trustee,  upon the occurrence of an Event of Default,  of its
         obligation  to  exercise  the rights  and  powers  vested in it by this
         Preferred Securities Guarantee.

                  (vii)  The Preferred Guarantee Trustee shall not be bound to
          make any investigation into the facts or matters



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         stated in any resolution,  certificate, statement, instrument, opinion,
         report, notice,  request,  direction,  consent, order, bond, debenture,
         note,  other evidence of indebtedness  or other paper or document,  but
         the  Preferred  Guarantee  Trustee,  in its  discretion,  may make such
         further inquiry or  investigation  into such facts or matters as it may
         see fit.

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

                  (ix) Any action taken by the  Preferred  Guarantee  Trustee or
         its  agents   hereunder   shall  bind  the  Holders  of  the  Preferred
         Securities, and the signature of the Preferred Guarantee Trustee or its
         agents  alone shall be  sufficient  and  effective  to perform any such
         action. No third party shall be required to inquire as to the authority
         of the Preferred  Guarantee  Trustee to so act or as to its  compliance
         with any of the  terms  and  provisions  of this  Preferred  Securities
         Guarantee,  both  of  which  shall  be  conclusively  evidenced  by the
         Preferred Guarantee Trustee's or its agent's taking such action.

                  (x)  Whenever  in  the   administration   of  this   Preferred
         Securities  Guarantee  the  Preferred  Guarantee  Trustee shall deem it
         desirable to receive  instructions with respect to enforcing any remedy
         or right or taking any other action hereunder,  the Preferred Guarantee
         Trustee (i) may request  instructions from the Holders of a Majority in
         liquidation amount of the Preferred  Securities,  (ii) may refrain from
         enforcing  such remedy or right or taking such other  action until such
         instructions are received, and (iii) shall be protected in conclusively
         relying on or acting in accordance with such instructions.

                  (xi) The Preferred  Guarantee  Trustee shall not be liable for
         any action taken,  suffered, or omitted to be taken by it in good faith
         and reasonably believed by it to be authorized or within the discretion
         or rights  or powers  conferred  upon it by this  Preferred  Securities
         Guarantee.

                  (b) No provision of this Preferred  Securities Guarantee shall
be deemed to impose any duty or obligation on the Preferred Guarantee Trustee to
perform  any  act or acts or  exercise  any  right,  power,  duty or  obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal,  or
in which the Preferred  Guarantee Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or



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<PAGE>
                                      


acts or to exercise any such right,  power,  duty or  obligation.  No permissive
power  or  authority  available  to the  Preferred  Guarantee  Trustee  shall be
construed to be a duty.

SECTION 3.3.        Not Responsible for Recitals or Issuance of Pre-
                    ferred Securities Guarantee

                  The recitals contained in this Preferred  Securities Guarantee
shall be taken as the statements of the Guarantor,  and the Preferred  Guarantee
Trustee does not assume any responsibility for their correctness.  The Preferred
Guarantee  Trustee makes no  representation as to the validity or sufficiency of
this Preferred Securities Guarantee.


                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1         Preferred Guarantee Trustee; Eligibility

                  (a)  There shall at all times be a Preferred Guarantee Trustee
which shall:

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

                  (ii) be a corporation  organized and doing  business under the
         laws of the United States of America or any State or Territory  thereof
         or of the District of Columbia, or a corporation or Person permitted by
         the  Securities  and  Exchange  Commission  to act as an  institutional
         trustee under the Trust  Indenture Act,  authorized  under such laws to
         exercise corporate trust powers,  having a combined capital and surplus
         of at least 50  million  U.S.  dollars  ($50,000,000),  and  subject to
         supervision or examination by Federal,  State,  Territorial or District
         of  Columbia  authority.  If  such  corporation  publishes  reports  of
         condition at least annually,  pursuant to law or to the requirements of
         the supervising or examining authority referred to above, then, for the
         purposes of this Section  4.1(a)(ii),  the combined capital and surplus
         of such  corporation  shall be deemed to be its  combined  capital  and
         surplus  as set  forth  in its  most  recent  report  of  condition  so
         published.

                  (b) If at any time the Preferred Guarantee Trustee shall cease
to be eligible to so act under Section 4.1(a),  the Preferred  Guarantee Trustee
shall  immediately  resign in the  manner and with the effect set out in Section
4.2(c).

                  (c) If the  Preferred  Guarantee  Trustee has or shall acquire
any "conflicting  interest"  within  the  meaning  of  Section  310(b)  of the
Trust Indenture Act, the Preferred Guarantee



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Trustee  and  Guarantor  shall in all  respects  comply with the  provisions  of
Section 310(b) of the Trust Indenture Act.

SECTION 4.2         Appointment, Removal and Resignation of Preferred
                    Guarantee Trustee

                  (a)      Subject to Section 4.2(b), the Preferred Guarantee
Trustee may be appointed or removed without cause at any time by
the Guarantor except during an event of default.

                  (b) The  Preferred  Guarantee  Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has
been appointed and has accepted such appointment by written instrument  executed
by such Successor Preferred Guarantee Trustee and delivered to the Guarantor.

                  (c) The Preferred  Guarantee Trustee appointed to office shall
hold  office  until a  Successor  Preferred  Guarantee  Trustee  shall have been
appointed or until its removal or resignation.  The Preferred  Guarantee Trustee
may resign from office  (without need for prior or subsequent  accounting) by an
instrument in writing executed by the Preferred  Guarantee Trustee and delivered
to the  Guarantor,  which  resignation  shall not take effect  until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such appointment
by instrument in writing executed by such Successor  Preferred Guarantee Trustee
and delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

                  (d) If no Successor  Preferred  Guarantee  Trustee  shall have
been  appointed and accepted  appointment as provided in this Section 4.2 within
60 days after delivery of an instrument of removal or resignation, the Preferred
Guarantee Trustee resigning or being removed may petition any court of competent
jurisdiction for appointment of a Successor  Preferred  Guarantee Trustee.  Such
court may  thereupon,  after  prescribing  such  notice,  if any, as it may deem
proper, appoint a Successor Preferred Guarantee Trustee.

                  (e)      No Preferred Guarantee Trustee shall be liable for
the acts or omissions to act of any Successor Preferred Guarantee
Trustee.

                  (f) Upon termination of this Preferred Securities Guarantee or
removal or  resignation  of the  Preferred  Guarantee  Trustee  pursuant to this
Section 4.2, the  Guarantor  shall pay to the  Preferred  Guarantee  Trustee all
amounts accrued to the date of such termination, removal or resignation.





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                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1         Guarantee

                  The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders  the  Guarantee  Payments  (without  duplication  of amounts
theretofore  paid by the Issuer),  as and when due,  regardless  of any defense,
right of  set-off  or  counterclaim  that the  Issuer  may have or  assert.  The
Guarantor's  obligation  to make a Guarantee  Payment may be satisfied by direct
payment of the  required  amounts by the  Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2         Waiver of Notice and Demand

                  The  Guarantor  hereby  waives  notice of  acceptance  of this
Preferred  Securities  Guarantee and of any liability to which it applies or may
apply, presentment,  demand for payment, any right to require a proceeding first
against the Issuer or any other Person before proceeding  against the Guarantor,
protest, notice of nonpayment,  notice of dishonor, notice of redemption and all
other notices and demands.

SECTION 5.3         Obligations Not Affected

                  The  obligations,  covenants,  agreements  and  duties  of the
Guarantor under this Preferred  Securities Guarantee shall in no way be affected
or  impaired  by  reason  of the  happening  from  time  to  time  of any of the
following:

                  (a) the release or waiver,  by operation of law or  otherwise,
of the  performance  or  observance  by the  Issuer of any  express  or  implied
agreement,  covenant,  term or condition relating to the Preferred Securities to
be performed or observed by the Issuer;

                  (b) the extension of time for the payment by the Issuer of all
or any portion of the Distributions,  Redemption Price, Liquidation Distribution
or any other sums payable  under the terms of the  Preferred  Securities  or the
extension of time for the performance of any other obligation under, arising out
of, or in connection with, the Preferred  Securities (other than an extension of
time for payment of Distributions, Redemption Price, Liquidation Distribution or
other sum payable that results from the extension of any interest payment period
on the  Debentures  or any  extension  of the  maturity  date of the  Debentures
permitted by the Indenture);

                  (c)  any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Holders



                                       14
<PAGE>
                                       

pursuant to the terms of the Preferred Securities, or any action
on the part of the Issuer granting indulgence or extension of any
kind;

                  (d) the  voluntary or  involuntary  liquidation,  dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors,  reorganization,  arrangement, composition or readjustment
of debt of, or other  similar  proceedings  affecting,  the Issuer or any of the
assets of the Issuer;

                  (e)  any invalidity of, or defect or deficiency in, the
Preferred Securities;

                  (f)  the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

                  (g) any other  circumstance  whatsoever  that might  otherwise
constitute  a legal or equitable  discharge or defense of a guarantor,  it being
the intent of this Section 5.3 that the  obligations of the Guarantor  hereunder
shall be absolute and unconditional under any and all circumstances.

                  There shall be no obligation of the Holders to give notice to,
or obtain  consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4         Rights of Holders

                  (a) The  Holders of a Majority  in  liquidation  amount of the
Preferred  Securities  have the right to direct  the time,  method  and place of
conducting of any proceeding for any remedy available to the Preferred Guarantee
Trustee in respect of this  Preferred  Securities  Guarantee or  exercising  any
trust or power  conferred  upon  the  Preferred  Guarantee  Trustee  under  this
Preferred Securities Guarantee.

                  (b) If the Preferred  Guarantee  Trustee fails to enforce such
Preferred Securities Guarantee, any Holder of Preferred Securities may institute
a legal  proceeding  directly  against the  Guarantor  to enforce the  Preferred
Guarantee Trustee's rights under this Preferred  Securities  Guarantee,  without
first instituting a legal proceeding against the Issuer, the Preferred Guarantee
Trustee or any other person or entity.  The Guarantor waives any right or remedy
to  require  that any action be brought  first  against  the Issuer or any other
person or entity before proceeding directly against the Guarantor.

SECTION 5.5         Guarantee of Payment

                  This  Preferred  Securities  Guarantee  creates a guarantee of
payment and not of collection.



                                       15
<PAGE>
                                      



SECTION 5.6         Subrogation

                  The  Guarantor  shall be  subrogated to all (if any) rights of
the Holders of Preferred Securities against the Issuer in respect of any amounts
paid to such Holders by the Guarantor under this Preferred Securities Guarantee;
provided,  however,  that the Guarantor shall not (except to the extent required
by  mandatory  provisions  of law) be entitled to enforce or exercise  any right
that it may acquire by way of  subrogation or any  indemnity,  reimbursement  or
other  agreement,  in all  cases as a result of  payment  under  this  Preferred
Securities  Guarantee,  if, at the time of any such payment, any amounts are due
and unpaid under this  Preferred  Securities  Guarantee.  If any amount shall be
paid to the  Guarantor in violation of the  preceding  sentence,  the  Guarantor
agrees to hold such  amount in trust for the Holders and to pay over such amount
to the Holders.

SECTION 5.7         Independent Obligations

                  The Guarantor  acknowledges that its obligations hereunder are
independent  of the  obligations  of the Issuer  with  respect to the  Preferred
Securities,  and that the  Guarantor  shall be liable as principal and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Preferred
Securities Guarantee  notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.3 hereof.


                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1         Limitation of Transactions

                  So long as any Preferred  Securities  remain  outstanding,  if
there shall have  occurred an Event of Default or an event of default  under the
Declaration,  then (a) the Guarantor  shall not declare or pay any dividends on,
make any distribution  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 Common  Stock in  connection  with the
satisfaction  by the  Guarantor 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  Guarantor's  capital  stock or the
exchange or conversion of one class or series of the  Guarantor's  capital stock
for  another  class or  series  of the  Guarantor's  capital  stock or (iii) the
purchase of  fractional  interests in shares of the  Guarantor's  capital  stock
pursuant to the  conversion or exchange  provisions of such capital stock of the
Guarantor or the security  being  converted or exchanged)  and (b) the Guarantor
shall not make any payment of interest, princi-



                                       16
<PAGE>
                                       



pal or premium,  if any, on or repay,  repurchase or redeem any debt  securities
issued by the Guarantor  that rank pari passu with or junior in right of payment
to the Debentures.

SECTION 6.2         Ranking

                  This  Preferred   Securities   Guarantee  will  constitute  an
unsecured  obligation of the Guarantor and will rank (i)  subordinate and junior
in right of payment to all other  liabilities of the Guarantor,  (ii) pari passu
with the most senior  preferred or preference  stock now or hereafter  issued by
the  Guarantor  and with any  guarantee  now or  hereafter  entered  into by the
Guarantor in respect of any  Preferred or  preference  stock of any Affiliate of
the Guarantor, and (iii) senior to the Guarantor's common stock.


                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1         Termination

                  This Preferred  Securities  Guarantee shall terminate (i) upon
full payment of the Redemption Price of all Preferred Securities,  (ii) upon the
distribution of the Debentures to the Holders of all of the Preferred Securities
or (iii)  upon full  payment  of the  amounts  payable  in  accordance  with the
Declaration upon liquidation of the Issuer.  Notwithstanding the foregoing, this
Preferred  Securities  Guarantee  will  continue  to be  effective  or  will  be
reinstated,  as the  case  may  be,  if at any  time  any  Holder  of  Preferred
Securities must restore payment of any sums paid under the Preferred  Securities
or under this Preferred Securities Guarantee.


                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1         Exculpation

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



                                       17
<PAGE>
                                      



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

SECTION 8.2         Indemnification

                  The Guarantor agrees to indemnify each Indemnified Person for,
and to hold  each  Indemnified  Person  harmless  against,  any  and  all  loss,
liability,  damage, claim or expense incurred without negligence or bad faith on
its part,  arising out of or in connection with the acceptance or administration
of the trust or trusts  hereunder,  including the costs and expenses  (including
reasonable   legal  fees  and  expenses)  of  defending   itself   against,   or
investigating,  any  claim or  liability  in  connection  with the  exercise  or
performance  of any  of its  powers  or  duties  hereunder.  The  obligation  to
indemnify as set forth in this Section 8.2 shall survive the termination of this
Preferred Securities Guarantee.

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1         Successors and Assigns

                  All  guarantees  and  agreements  contained in this  Preferred
Securities Guarantee shall bind the successors, assigns, receivers, trustees and
representatives  of the  Guarantor and shall inure to the benefit of the Holders
of the Preferred Securities then outstanding.

SECTION 9.2         Amendments

                  Except  with  respect  to any  changes  that do not  adversely
affect  the rights of  Holders  (in which  case no  consent  of Holders  will be
required),  this  Preferred  Securities  Guarantee  may only be amended with the
prior  approval  of the  Holders of at least a Majority  in  liquidation  amount
(including  the stated amount that would be paid on  redemption,  liquidation or
otherwise,  plus  accrued  and unpaid  Distributions  to the date upon which the
voting percentages are determined) of all the outstanding  Preferred Securities.
The  provisions of Section 12.2 of the  Declaration  with respect to meetings of
Holders of the Securities apply to the giving of such approval.




                                       18
<PAGE>
                                                      


SECTION 9.3         Notices

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

                  (a)  If  given  to the  Preferred  Guarantee  Trustee,  at the
Preferred  Guarantee  Trustee's  mailing  address set forth below (or such other
address as the Preferred  Guarantee Trustee may give notice of to the Holders of
the Preferred Securities):

                       Wilmington Trust Company


                       Attention:  Corporate Trust Trustee
                                   Administration
                       Telecopy:

                  (b)  If given to the Guarantor,  at the  Guarantor's  mailing
address set forth below (or such other  address as the Guarantor may give notice
of to the Holders of the Preferred Securities):

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

                  (c)  If given to any Holder of Preferred Securities, at
the address set forth on the books and records of the Issuer.

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

SECTION 9.4         Benefit

                  This Preferred  Securities Guarantee is solely for the benefit
of the Holders of the Preferred  Securities and,  subject to Section 3.1(a),  is
not separately transferable from the Preferred Securities.




                                       19
<PAGE>
                                       


SECTION 9.5         Governing Law

                  THIS PREFERRED  SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



                                       20
<PAGE>
                                      


                  THIS PREFERRED  SECURITIES GUARANTEE is executed as of the day
and year first above written.


                                      CITICORP, as Guarantor


                                      By:
                                      Name:
                                      Title:


                                      WILMINGTON TRUST COMPANY, as Pre-
                                      ferred Guarantee Trustee



                                      By:
                                      Name:
                                      Title:





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