Exhibit 4(b)
                              DECLARATION OF TRUST
                                       OF
                               CITICORP CAPITAL I

                                October 25, 1996


                  DECLARATION OF TRUST ("Declaration") dated and effective as of
October 25, 1996 by the  Trustees (as defined  herein),  the Sponsor (as defined
herein),  and by the  holders,  from  time  to  time,  of  undivided  beneficial
interests in the Trust to be issued pursuant to this Declaration;

                  WHEREAS,  the Trustees  and the Sponsor  desire to establish a
trust (the "Trust")  pursuant to the Business Trust Act (as defined  herein) for
the  sole  purpose  of  issuing  and  selling  certain  securities  representing
undivided  beneficial  interests  in the assets of the Trust and  investing  the
proceeds thereof in certain Debentures of the Debenture Issuer; and

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


                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1       Definitions.

         Unless the context otherwise requires:

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

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

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

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





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         (e)      a reference to the singular includes the plural and vice
                  versa;

         (f)      a reference to any Person shall include its successors
                  and assigns;

         (g)      a reference to any agreement or instrument shall mean
                  such agreement or instrument as supplemented, modified,
                  amended and restated and in effect from time to time; and

         (h)      a reference to any statute, law, rule or regulation,
                  shall include any amendments thereto and any successor,
                  statute, law, rule or regulation.

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

                  "Business Day" means any day other than a day on which banking
institutions in New York, New York or in Wilmington,  Delaware are authorized or
required by any applicable law or executive order to close.

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

                  "Commission" means the Securities and Exchange Commission.

                  "Common  Security" means a security  representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

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

                  "Debenture Issuer" means the Parent in its capacity as the
issuer of the Debentures under the Indenture.

                  "Debentures" means the series of Debentures to be issued
by the Debenture Issuer and acquired by the Trust.

                  "Preferred   Security"   means  a  security   representing  an
undivided  beneficial interest in the assets of the Trust with such terms as may
be set out in any amendment to this Declaration.

                  "Covered  Person"  means any officer,  director,  shareholder,
partner, member,  representative,  employee or agent of the Trust or the Trust's
Affiliates.




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                  "Delaware Trustee" has the meaning set forth in Section 3.1.

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

                  "Fiduciary Indemnified Person" has the meaning set forth in
Section 4.3(b).

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

                  "Indenture" means the indenture to be entered into between the
Parent and the Debenture Trustee and any indenture supplemental thereto pursuant
to which the Debentures are to be issued.

                  "Indenture  Trustee"  means  the  original  trustee  under the
Indenture until a successor is appointed  thereunder,  and thereafter means such
successor trustee.

                  "Parent" means Citicorp, a Delaware corporation or any
successor entity in a merger.

                  "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.

                  "Property Trustee" has the meaning set forth in Section 3.1.

                  "Regular Trustee" means any Trustee other than the Delaware
Trustee and Property Trustee.

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

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

                  "Sponsor" means the Parent in its capacity as sponsor of the
Trust.

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




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                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1       Name.

                  The  Trust  created  by this  Declaration  is named  "Citicorp
Capital I". The Trust's  activities may be conducted under the name of the Trust
or any other name deemed advisable by the Regular Trustees.

SECTION 2.2       Office.

                  The  address  of the  principal  office  of the  Trust  is c/o
Wilmington  Trust  Company,  Rodney  Square  North,  1100 North  Market  Street,
Wilmington,  Delaware 19890, Attention:  Trust Department.  On ten Business Days
written notice to the holders of Securities,  the Regular Trustees may designate
another principal office.

SECTION 2.3       Purpose.

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

SECTION 2.4       Authority.

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

SECTION 2.5       Title to Property of the Trust.

                  Legal  title to all assets of the Trust shall be vested in the
Trust.

SECTION 2.6       Powers of the Trustees.

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




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

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

                             (i) execute and file with the  Commission,  at such
                  time as determined by the Sponsor,  a  registration  statement
                  filed on Form  S-3  prepared  by the  Sponsor,  including  any
                  amendments thereto in relation to the Preferred Securities;

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

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

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

                             (v) execute and enter into underwriting agreements,
                  pricing agreements and other related agreements  providing for
                  the sale of the Preferred Securities;

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

                  (d)      to incur expenses that are necessary or incidental
         to carry out any of the purposes of this Declaration, which expenses
         shall be paid for by the Sponsor in all respects; and

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






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SECTION 2.7       Filing of Certificate of Trust.

                  On or after the date of  execution  of this  Declaration,  the
Trustees shall cause the filing of the Certificate of Trust for the Trust in the
form  attached  hereto as Exhibit A with the  Secretary of State of the State of
Delaware.

SECTION 2.8       Duration of Trust.

                  The Trust,  absent  termination  pursuant to the provisions of
Section  5.2,  shall  have  existence  for  fifty-five  (55) years from the date
hereof.

SECTION 2.9       Responsibilities of the Sponsor.

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

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

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

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

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

                  (e)      to negotiate the terms of underwriting agreements,
         pricing agreements and other related agreements providing for
         the sale of the Preferred Securities.

SECTION 2.10      Declaration Binding on Holders of Securities.

                  Every Person by virtue of having become a holder of a Security
or any interest therein in accordance with the terms of this Declaration,  shall
be deemed to have  expressly  assented  and agreed to the terms of, and shall be
bound by, this Declaration.



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                                   ARTICLE III
                                    TRUSTEES

SECTION 3.1       Trustees.

                  The  number of  Trustees  initially  shall be three  (3),  and
thereafter  the number of  Trustees  shall be such number as shall be fixed from
time to time by a written  instrument  signed by the  Sponsor.  The  Sponsor  is
entitled to appoint or remove  without cause any Trustee at any time;  provided,
however,  that the  number of  Trustees  shall in no event be less than two (2);
provided further that (1) one Trustee, in the case of a natural person, shall be
a person who is a resident of the State of  Delaware or which,  if not a natural
person,  is an entity which has its principal  place of business in the State of
Delaware (the "Delaware  Trustee");  and (2) there shall be at least one Regular
Trustee who is an employee or officer of, or is affiliated with, the Sponsor.

                  Except as expressly  set forth in this  Declaration,  if there
are more than two Regular  Trustees,  any power of such Regular  Trustees may be
exercised  by, or with the  consent  of, a majority  of such  Regular  Trustees;
provided  that if there are two  Regular  Trustees,  any  power of such  Regular
Trustees shall be exercised by both Regular  Trustees;  provided further that if
there is only one Regular  Trustee,  all powers of the Regular Trustees shall be
exercised by such one Regular Trustee.

                  The initial Regular Trustee(s) shall be:

                  Peter Gallant
                  Ann Goodbody

                  The initial Delaware Trustee shall be:

                  Wilmington Trust Company

                  Prior to the issuance of the Preferred  Securities  and Common
Securities,  the Sponsor shall appoint another trustee (the "Property  Trustee")
meeting the requirements of the Trust Indenture Act of 1939, as amended,  by the
execution of an amendment to this Declaration  executed by the Regular Trustees,
the Sponsor, the Property Trustee and the Delaware Trustee.

SECTION 3.2       Delaware Trustee.

                  Notwithstanding  any other provision of this Declaration,  the
Delaware Trustee shall not be entitled to exercise any of the powers,  nor shall
the Delaware Trustee have any of the duties and  responsibilities of the Regular
Trustees described in this Declaration.  The Delaware Trustee shall be a Trustee
for the sole and limited  purpose of fulfilling the  requirements of ss. 3807 of
the Business Trust Act.  Notwithstanding  anything  herein to the contrary,  the
Delaware Trustee shall not be liable for the acts or



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omissions to act of the Trust or of the Regular Trustees except such acts as the
Delaware  Trustee is expressly  obligated or authorized to undertake  under this
Declaration  or the Business  Trust Act and except for the gross  negligence  or
willful misconduct of the Delaware Trustee.

SECTION 3.3       Execution of Documents.

                  (a) Unless otherwise  determined by the Regular Trustees,  and
except as otherwise  required by the Business Trust Act, any Regular Trustee is,
or if there are more than two Regular  Trustees,  any two Regular  Trustees are,
authorized  to execute on behalf of the Trust any  documents  which the  Regular
Trustees have the power and authority to cause the Trust to execute  pursuant to
Section 2.6,  provided,  that the registration  statement referred to in Section
2.6(b)(i),  including  any  amendment  thereto,  shall be  signed  by all of the
Regular Trustees; and

                  (b) a Regular  Trustee  may, by power of  attorney  consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power  for the  purposes  of  signing  any  documents  which the  Regular
Trustees  have power and  authority  to cause the Trust to execute  pursuant  to
Section 2.6.

SECTION 3.4         Not Responsible for Recitals
                    or Sufficiency of Declaration.

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


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

SECTION 4.1       Exculpation.

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




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

SECTION 4.2       Fiduciary Duty.

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

                  (b)      unless otherwise expressly provided herein:

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

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

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms,  considering  in each case the relative  interest of each
party (including its own interest) to such conflict,  agreement,  transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles.  In the absence of bad faith by the Indemnified Person,
the  resolution,  action or term so made,  taken or provided by the  Indemnified
Person shall not constitute a breach of this  Declaration or any other agreement
contemplated  herein or of any duty or obligation of the  Indemnified  Person at
law or in equity or otherwise; and

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




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

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

SECTION 4.3       Indemnification.

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

                            (ii) The Debenture  Issuer shall  indemnify,  to the
         full extent permitted by law, any Company Indemnified Person who was or
         is a party  or is  threatened  to be made a  party  to any  threatened,
         pending or completed  action or suit by or in the right of the Trust to
         procure a judgment in its favor by reason of the fact that he is or was
         a Company  Indemnified  Person against expenses  (including  attorneys'
         fees)  actually and reasonably  incurred by him in connection  with the
         defense or  settlement of such action or suit if he acted in good faith
         and in a manner he  reasonably  believed to be in or not opposed to the
         best interests of the Trust, except that no such indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         Company Indemnified Person shall have been adjudged to be liable to the
         Trust unless and only



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         to the extent  that the Court of  Chancery  of Delaware or the court in
         which such action or suit was brought shall determine upon  application
         that,  despite the  adjudication  of  liability  but in view of all the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses which such Court of Chancery or
         such other court shall deem proper.

                           (iii) To the extent that a Company Indemnified Person
         shall be successful on the merits or otherwise  (including dismissal of
         an action  without  prejudice or the  settlement  of an action  without
         admission of  liability)  in defense of any action,  suit or proceeding
         referred to in paragraphs  (i) and (ii) of this Section  4.3(a),  or in
         defense of any claim, issue or matter therein, he shall be indemnified,
         to the  full  extent  permitted  by law,  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                           (iv) Any  indemnification  under  paragraphs (i) and
         (ii) of this Section 4.3(a)  (unless  ordered by a court) shall be made
         by the Debenture  Issuer only as authorized in the specific case upon a
         determination that indemnification of the Company Indemnified Person is
         proper in the circumstances  because he has met the applicable standard
         of conduct set forth in  paragraphs  (i) and (ii).  Such  determination
         shall be made  (l) by the  Regular  Trustees  by a  majority  vote of a
         quorum consisting of such Regular Trustees who were not parties to such
         action, suit or proceeding, (2) if such a quorum is not obtainable, or,
         even if obtainable,  if a quorum of  disinterested  Regular Trustees so
         directs,  by independent legal counsel in a written opinion,  or (3) by
         the Common Security Holder of the Trust.

                            (v) Expenses  (including  attorneys' fees) incurred
         by a  Company  Indemnified  Person  in  defending  a  civil,  criminal,
         administrative or investigative  action, suit or proceeding referred to
         in paragraphs  (i) and (ii) of this Section 4.3(a) shall be paid by the
         Debenture  Issuer in advance of the final  disposition  of such action,
         suit or proceeding  upon receipt of an  undertaking  by or on behalf of
         such  Company  Indemnified  Person  to repay  such  amount  if it shall
         ultimately be determined  that he is not entitled to be  indemnified by
         the   Debenture   Issuer  as   authorized   in  this  Section   4.3(a).
         Notwithstanding  the  foregoing,  no  advance  shall  be  made  by  the
         Debenture Issuer if a determination is reasonably and promptly made (i)
         by the Regular Trustees by a majority vote of a quorum of disinterested
         Regular Trustees, (ii) if such a quorum is not obtainable,  or, even if
         obtainable,  if a quorum of disinterested  Regular Trustees so directs,
         by independent  legal counsel in a written  opinion or (iii) the Common
         Security Holder of the Trust,  that,  based upon the facts known to the
         Regular  Trustees,  counsel or the Common  Security  Holder at the time
         such determination is made,



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         such Company  Indemnified Person acted in bad faith or in a manner that
         such  person  did  not  believe  to be in or not  opposed  to the  best
         interests of the Trust,  or, with  respect to any criminal  proceeding,
         that such Company  Indemnified  Person believed or had reasonable cause
         to believe his conduct was  unlawful.  In no event shall any advance be
         made in instances where the Regular Trustees, independent legal counsel
         or  Common  Security  Holder  reasonably  determine  that  such  person
         deliberately  breached his duty to the Trust or its Common or Preferred
         Security Holders.

                          (vi) The indemnification and advancement of expenses
         provided  by, or  granted  pursuant  to, the other  paragraphs  of this
         Section  4.3(a)  shall not be deemed  exclusive  of any other rights to
         which those seeking  indemnification and advancement of expenses may be
         entitled under any agreement,  vote of  stockholders  or  disinterested
         directors of the Debenture Issuer or Preferred  Security Holders of the
         Trust or otherwise,  both as to action in his official  capacity and as
         to action in another capacity while holding such office.  All rights to
         indemnification  under  this  Section  4.3(a)  shall  be  deemed  to be
         provided by a contract  between the  Debenture  Issuer and each Company
         Indemnified  Person who serves in such  capacity at any time while this
         Section 4.3(a) is in effect. Any repeal or modification of this Section
         4.3(a) shall not affect any rights or obligations then existing.

                          (vii) The Debenture  Issuer or the Trust may purchase
         and maintain  insurance on behalf of any person who is or was a Company
         Indemnified  Person  against  any  liability  asserted  against him and
         incurred by him in any such  capacity,  or arising out of his status as
         such,  whether  or not the  Debenture  Issuer  would  have the power to
         indemnify  him against  such  liability  under the  provisions  of this
         Section 4.3(a).

                          (viii) For purposes of this Section 4.3(a), references
         to "the Trust" shall include, in addition to the resulting or surviving
         entity,   any  constituent  entity  (including  any  constituent  of  a
         constituent)  absorbed in a consolidation or merger, so that any person
         who  is or  was a  director,  trustee,  officer  or  employee  of  such
         constituent  entity,  or is or was  serving  at  the  request  of  such
         constituent entity as a director,  trustee,  officer, employee or agent
         of  another  entity,  shall  stand  in  the  same  position  under  the
         provisions  of this  Section  4.3(a) with  respect to the  resulting or
         surviving  entity as he would  have with  respect  to such  constituent
         entity if its separate existence had continued.

                          (ix) The indemnification and advancement of expenses
         provided by, or granted pursuant to, this Section 4.3(a) shall,  unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a Company  Indemnified  Person and shall  inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.



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                  (b) The  Debenture  Issuer  agrees  to  indemnify  the (i) the
         Delaware Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii)
         any officers,  directors,  shareholders,  members, partners, employees,
         representatives, nominees, custodians or agents of the Delaware Trustee
         (each of the  Persons  in (i)  through  (iii)  being  referred  to as a
         "Fiduciary  Indemnified  Person")  for,  and  to  hold  each  Fiduciary
         Indemnified  Person harmless  against,  any loss,  liability 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  4.3(b)  shall  survive the
         termination of this Declaration.

SECTION 4.4       Outside Businesses.

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


                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1       Amendments.

                  At  any  time  before  the  issue  of  any  Securities,   this
Declaration may be amended by, and only by, a written instrument executed by all
of the Regular Trustees and the Sponsor.






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SECTION 5.2       Termination of Trust.

                  (a)      The Trust shall terminate and be of no further force
or effect:

                            (i)    upon the bankruptcy of the Sponsor;

                            (ii) upon the filing of a certificate of dissolution
                  or  its  equivalent   with  respect  to  the  Sponsor  or  the
                  revocation  of  the  Sponsor's   charter  or  of  the  Trust's
                  certificate of trust;

                             (iii)    upon the entry of a decree of judicial
                  dissolution of the Sponsor or the Trust; and

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

                  (b) As soon as is practicable after the occurrence of an event
referred  to in  Section  5.2(a),  the  Trustees  shall  file a  certificate  of
cancellation with the Secretary of State of the State of Delaware.

SECTION 5.3       Governing Law.

                  THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL
BE  GOVERNED  BY AND  INTERPRETED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
DELAWARE  AND ALL RIGHTS AND  REMEDIES  SHALL BE GOVERNED  BY SUCH LAWS  WITHOUT
REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS.

SECTION 5.4       Headings.

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

SECTION 5.5       Successors and Assigns.

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

SECTION 5.6       Partial Enforceability.

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





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SECTION 5.7       Counterparts.

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


               [Remainder of this page intentionally left blank.]



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<PAGE>
                                    



                  IN  WITNESS   WHEREOF,   the  undersigned   have  caused  this
Declaration to be executed as of the day and year first above written.



                                                       /s/ Peter Gallant
                                                       Name:  Peter Gallant
                                                       Title: Regular Trustee



                                                       /s/ Ann Goodbody
                                                       Name:  Ann Goodbody
                                                       Title: Regular Trustee



                                                       WILMINGTON TRUST COMPANY,
                                                       as Delaware Trustee



                                                       By: /s/ Norma Closs
                                                           Name:  Norma Closs
                                                           Title: Vice President



                                                       CITICORP, as Sponsor


                                                       By: /s/ Peter Gallant
                                                           Name:  Peter Gallant
                                                           Title: Vice President





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<PAGE>
                                     



                              CERTIFICATE OF TRUST

                                       OF

                               CITICORP CAPITAL I


                  This Certificate of Trust is being executed as of October
25, 1996 for the purpose of organizing a business trust pursuant to
the Delaware Business Trust Act, 12 Del. C. ss.ss. 3801 et seq. (the
"Act").
                  The undersigned hereby certifies as follows:

                  1.       Name.  The name of the business trust is "Citicorp
Capital I" (the "Trust").

                  2.       Delaware Trustee.  The name and business address of
the Delaware resident trustee of the Trust meeting the requirements
of Section 3807 of the Act are as follows:
                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, Delaware 19890

                  3.       Effective.  This Certificate of Trust shall be
effective immediately upon filing in the Office of the Secretary of
State of the State of Delaware.



                                     
<PAGE>


                  IN WITNESS WHEREOF, the undersigned, being all of the trustees
of the Trust,  have duly  executed this  Certificate  of Trust as of the day and
year first above written.

                                                       WILMINGTON TRUST COMPANY,
                                                       as Delaware Trustee



                                                        By: /s/ Norma P. Closs
                                                            Norma P. Closs
                                                            Vice President



                                                            /s/ P. M. Gallant
                                                            Peter Gallant
                                                            Trustee



                                                            /s/ Ann M. Goodbody
                                                            Ann Goodbody
                                                            Trustee



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