EXHIBIT 4(d)


                  THIS  INDENTURE,   dated  as  of  __________,   1996,  between
Citicorp, a Delaware corporation  (hereinafter  sometimes called the "Company"),
and [Wilmington  Trust Company],  a national banking  association duly organized
and  existing  under the laws of the  United  States,  as  trustee  (hereinafter
sometimes called the "Trustee"),

                              W I T N E S S E T H :

                  WHEREAS,  for its lawful corporate  purposes,  the Company has
duly  authorized  the  issue  from  time to time of its  subordinated  unsecured
debentures,  notes or other evidence of indebtedness to be issued in one or more
series (the  "Securities")  up to such  principal  amount or amounts as may from
time to time be authorized in accordance  with the terms of this  Indenture and,
to  provide  the terms  and  conditions  upon  which  the  Securities  are to be
authenticated,  issued  and  delivered,  the  Company  has duly  authorized  the
execution of this Indenture; and

                  WHEREAS,  all acts and things necessary to make this Indenture
a valid agreement according to its terms, have been done and performed;

                  NOW, THEREFORE, This Indenture Witnesseth:

                  In  consideration  of the  premises,  and the  purchase of the
Securities  by the holders  thereof,  the Company  covenants and agrees with the
Trustee for the equal and proportionate  benefit of the respective  holders from
time to time of the Securities or of a series thereof, as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01.  Definitions.

                  The terms  defined  in this  Section  1.01  (except  as herein
otherwise  expressly provided or unless the context otherwise  requires) for all
purposes of this Indenture and of any indenture  supplemental  hereto shall have
the respective  meanings specified in this Section 1.01. All other terms used in
this Indenture  which are defined in the Trust Indenture Act of 1939, as amended
(the "Trust  Indenture  Act"), or which are by reference  therein defined in the
Securities  Act of 1933,  as amended (the  "Securities  Act"),  shall (except as
herein otherwise  expressly  provided or unless the context otherwise  requires)
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
All  accounting  terms used  herein  and not  expressly  defined  shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles and 


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the  term  "generally  accepted  accounting  principles"  means  such accounting
principles  as  are  generally  accepted   at  the  time  of  any   computation.
The words  "herein",  "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

                  "Affiliate " means,  with respect to a specified  Person,  (a)
any Person directly or indirectly  owning,  controlling or holding with power to
vote  10% or  more of the  outstanding  voting  securities  or  other  ownership
interests  of the  specified  Person,  (b)  any  Person  10% or  more  of  whose
outstanding  voting  securities  or other  ownership  interests  are directly or
indirectly owned, controlled or held with power to vote by the specified Person,
(c) any Person  directly  or  indirectly  controlling,  controlled  by, or under
common  control  with the  specified  Person,  (d) a  partnership  in which  the
specified  Person is a general  partner,  (e) any  officer  or  director  of the
specified Person,  and (f) if the specified Person is an individual,  any entity
of which the specified Person is an officer, director or general partner.

                  "Authenticating  Agent " shall mean any agent or agents of the
Trustee  which at the time shall be  appointed  and acting  pursuant  to Section
6.14.

                  "Bankruptcy  Law " shall  mean  Title 11,  U.S.  Code,  or any
similar federal or state law for the relief of debtors.

                  "Board of Directors " shall mean either the Board of Directors
of the Company or any duly authorized committee of that board.

                  "Board  Resolution  "  shall  mean  a  copy  of  a  resolution
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

                  "Business  Day " shall  mean,  with  respect  to any series of
Securities,  any  day  other  than a day  on  which  federal  or  state  banking
institutions  in the Borough of Manhattan,  The City of New York, are authorized
or obligated by law, executive order or regulation to close.

                  "Citicorp  Capital Trust " shall mean each of Citicorp Capital
I, Citicorp  Capital II, Citicorp  Capital III and Citicorp  Capital IV, each, a
Delaware  business  trust or any other  similar trust created for the purpose of
issuing preferred securities in connection with the issuance of Securities under
this Indenture.

                  "Common Securities " shall mean undivided beneficial interests
in the assets of a Citicorp  Capital Trust which rank

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pari passu with  Preferred  Securities  issued  by  such Citicorp Capital Trust;
provided,  however,  that  if an  Event of  Default  has  occurred  and  is
continuing,  no  payments in   respect  of  Distributions  on,  or payments upon
liquidation,  redemption or otherwise  with respect  to, the  Common  Securities
shall be made  until the  holders  of the Preferred   Securities  shall be  paid
in  full  the Distributions  and  the liquidation, redemption and other payments
to which they are entitled.

                  "Common  Securities  Guarantee " shall mean any guarantee that
the Company may enter into with any Person or Persons that  operate  directly or
indirectly for the benefit of holders of Common Securities of a Citicorp Capital
Trust.

                  "Common  Stock" shall mean the Common Stock,  par value $_____
per share,  of the Company or any other class of stock resulting from changes or
reclassifications  of such  Common  Stock  consisting  solely of  changes in par
value,  or from par value to no par  value,  or from no par value to par  value.
Subject to the anti-dilution  provisions of any convertible  Security,  however,
shares of Common Stock issuable upon conversion of a Security shall include only
shares of the class designated as Common Stock of the Company at the date of the
supplemental  indenture,  Board Resolution or other instrument  authorizing such
Security or shares of any class or classes  resulting from any  reclassification
or  reclassifications  thereof  and which have no  preference  in respect of the
payment  of  dividends  or the  distribution  of assets  upon any  voluntary  or
involuntary liquidation,  dissolution or winding-up of the Company and which are
not subject to  redemption  by the Company,  provided  that if at any time there
shall be more than one such resulting  class, the shares of each such class then
so issuable shall be  substantially  in the proportion which the total number of
shares of such  class  resulting  from all such  reclassifications  bears to the
total   number   of   shares   of  such   classes   resulting   from   all  such
reclassifications.

                  "Company " shall mean Citicorp, a Delaware  corporation,  and,
subject to the  provisions  of Article Ten,  shall  include its  successors  and
assigns.

                  "Company  Request"  or  "Company  Order"  shall mean a written
request  or  order  signed  in the  name of the  Company  by the  Chairman,  the
President,  a Vice Chairman, a Vice President,  the Chief Auditor, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.

                  "Custodian  " shall  mean  any  receiver,  trustee,  assignee,
liquidator, or similar official under any Bankruptcy Law.

                  "Declaration  ", with  respect  to a Citicorp  Capital  Trust,
shall  mean the  Amended  and  Restated  Declaration  of Trust of such  Citicorp
Capital Trust.

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                  "Default"  means any event,  act or condition that with notice
or lapse of time, or both, would constitute an Event of Default.

                  "Depositary  " shall mean,  with respect to  Securities of any
series,  for which the Company  shall  determine  that such  Securities  will be
issued as a Global Security,  The Depository Trust Company,  New York, New York,
another clearing agency, or any successor  registered as a clearing agency under
the  Securities and Exchange Act of 1934, as amended (the  "Exchange  Act"),  or
other applicable statute or regulation, which, in each case, shall be designated
by the Company pursuant to either Section 2.04 or 2.11.

                  "Event of Default " shall mean any event  specified in Section
5.01,  continued  for the  period of time,  if any,  and after the giving of the
notice, if any, therein designated.

                  "Global  Security  " means,  with  respect  to any  series  of
Securities,  a Security  executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the  Depositary's  instruction,  all in accordance
with the  Indenture,  which shall be registered in the name of the Depositary or
its nominee.

                  "Indenture " shall mean this instrument as originally executed
or,  if  amended  or  supplemented  as  herein   provided,   as  so  amended  or
supplemented, or both, and shall include the form and terms of particular series
of Securities established as contemplated hereunder.

                  "Insolvency Event of Default" shall have the meaning specified
in Section 5.01.

                  "Institutional  Trustee  " has the  meaning  set  forth in the
Declaration of the applicable Citicorp Capital Trust.

                  "Interest " shall mean, when used with respect to non-interest
bearing Securities, interest payable after maturity.

                  "Interest  Payment  Date ",  when  used  with  respect  to any
installment  of interest on a Security of a  particular  series,  shall mean the
date  specified  in such  Security or in a Board  Resolution  or in an indenture
supplemental  hereto  with  respect to such series as the fixed date on which an
installment  of interest  with respect to  Securities  of that series is due and
payable.

                  "Mortgage " shall mean and include any mortgage, pledge, lien,
security interest,  conditional sale or other title retention agreement or other
similar encumbrance.

                  "Officers'  Certificate " shall mean a  certificate  signed by
the  Chairman,  a Vice  Chairman,  a Vice  President,  the  Chief

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Auditor,  the   Secretary  or an  Assistant  Secretary  of   the  Company,  and 
delivered  to the Trustee.

                  "Opinion of Counsel " shall mean a written opinion of counsel,
who may be an  employee  of the  Company,  and who  shall be  acceptable  to the
Trustee.

                  "Original  Issue  Date  " of  any  Security  (or  any  portion
thereof) shall mean the earlier of (a) the date of such Security or (b) the date
of any  Security  (or  portion  thereof)  for which  such  Security  was  issued
(directly or indirectly) on registration of transfer, exchange or substitution.

                  "Original  Issue  Discount  Security " shall mean any Security
which  provides for an amount less than the principal  amount  thereof to be due
and payable upon a declaration of acceleration of the maturity  thereof pursuant
to Section 5.01.

                  The term  "outstanding  " (except  as  otherwise  provided  in
Section 6.08),  when used with reference to  Securities,  shall,  subject to the
provisions of Section 7.04,  mean, as of any  particular  time,  all  Securities
authenticated  and  delivered by the Trustee or the  Authenticating  Agent under
this Indenture, except

                           (a)      Securities   theretofore  cancelled  by  the
                           Trustee or the Authenticating   Agent or delivered to
                           the Trustee for cancellation;

                           (b) Securities,  or portions thereof, for the payment
                           or redemption of which moneys in the necessary amount
                           shall have been  deposited  in trust with the Trustee
                           or with any paying  agent (other than the Company) or
                           shall have been set aside and  segregated in trust by
                           the  Company  (if the  Company  shall  act as its own
                           paying agent); provided that, if such Securities,  or
                           portions  thereof,   are  to  be  redeemed  prior  to
                           maturity  thereof,  notice of such  redemption  shall
                           have been given as in Article  Fourteen  provided  or
                           provision satisfactory to the Trustee shall have been
                           made for giving such notice; and

                           (c)  Securities  paid  pursuant to Section 2.08 or in
                           lieu of or in substitution for which other Securities
                           shall have been  authenticated and delivered pursuant
                           to  the   terms  of   Section   2.08   unless   proof
                           satisfactory  to  the  Company  and  the  Trustee  is
                           presented  that any such  Securities are held by bona
                           fide holders in due course.

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                           In  determining  whether the holders of the requisite
                  principal  amount of  outstanding  Securities  have  given any
                  request, demand, authorization,  direction, notice, consent or
                  waiver  hereunder,  the principal  amount of an Original Issue
                  Discount  Security that shall be deemed to be outstanding  for
                  such  purposes  shall be the amount of the  principal  thereof
                  that  would  be  due  and  payable  as of  the  date  of  such
                  determination  upon  a  declaration  of  acceleration  of  the
                  maturity thereof pursuant to Section 5.01.

                  "Person  " shall  mean any  individual,  corporation,  estate,
partnership, joint venture, association,  joint-stock company, limited liability
company,  trust,  unincorporated  organization  or  government  or any agency or
political subdivision thereof.

                  "Predecessor  Security" of any particular Security means every
previous  Security  evidencing  all or a  portion  of the same  debt and as that
evidenced by such particular Security; and, for the purposes of this definition,
any Security  authenticated  and delivered under Section 2.08 in lieu of a lost,
destroyed  or stolen  Security  shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

                  "Preferred   Securities  "  shall  mean  undivided  beneficial
interests in the assets of a Citicorp  Capital  Trust which rank pari passu with
Common Securities issued by such Citicorp Capital Trust; provided, however, that
if an Event of Default has occurred and is continuing, no payments in respect of
Distributions  on, or payments upon  liquidation,  redemption or otherwise  with
respect  to,  the  Common  Securities  shall be made  until the  holders  of the
Preferred   Securities  shall  be  paid  in  full  the   Distributions  and  the
liquidation, redemption and other payments to which they are entitled.

                  "Preferred  Securities  Guarantee  " shall mean any  guarantee
that the Company may enter into with  Wilmington  Trust Company or other Persons
that  operate  directly or  indirectly  for the benefit of holders of  Preferred
Securities of such Citicorp Capital Trust.

                  "Principal  office of the  Trustee ", or other  similar  term,
shall mean the principal office of the Trustee,  at which at any particular time
its corporate trust business shall be administered.

                  "Responsible Officer ", when used with respect to the Trustee,
shall mean the  chairman  or any vice  chairman of the board of  directors,  the
chairman  or any  vice  chairman  of the  executive  committee  of the  board of
directors,  the  chairman  of the  trust  committee,  the  president,  any  vice
president, the

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cashier, any assistant cashier, the  secretary,  any  assistant  secretary,  the
treasurer,    any    assistant   treasurer,  any   trust  officer  or  assistant
trust  officer,  the  controller  or  any  assistant  controller  or  any  other
officer or assistant  officer of the 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 his knowledge of and  familiarity  with
the particular subject.

                  "Security " or  "Securities " shall have the meaning stated in
the first recital of this Indenture and more particularly  means any security or
securities,  as  the  case  may  be,  authenticated  and  delivered  under  this
Indenture.

                  "Securityholder  ", "holder of  Securities ", or other similar
terms, shall mean any person in whose name at the time a particular  Security is
registered  on the register  kept by the Company or the Trustee for that purpose
in accordance with the terms hereof.

                  "Senior Indebtedness" shall mean any obligation of the Company
to its creditors,  whether now outstanding or subsequently incurred,  except for
(w) any other  Securities  issued  under  this  Indenture,  (x) all  other  debt
securities,  and guarantees in respect of those debt  securities,  issued to any
other trust, or a trustee of such trust,  partnership or other entity affiliated
with the  Company  that is a  financing  vehicle of the  Company  (a  "financing
entity") in  connection  with the  issuance by such  financing  entity of equity
securities  or  other  securities  guaranteed  by  the  Company  pursuant  to an
instrument  that  ranks  pari  passu  with or junior in right of  payment to the
Preferred Securities  Guarantee,  (y) Trade Credit and (z) any other obligations
as to which,  in the  instrument  creating or evidencing the same or pursuant to
which the same is outstanding, it is provided that such obligation is not Senior
Indebtedness.

                  "Subsidiary  " shall mean with respect to any Person,  (i) any
corporation  at least a majority of whose  outstanding  voting stock of which is
owned,  directly  or  indirectly,  by  such  Person  or by  one or  more  of its
Subsidiaries,  or by such Person and one or more of its  Subsidiaries,  (ii) any
general  partnership,  joint venture or similar  entity,  at least a majority of
whose outstanding partnership or similar interests shall at the time be owned by
such Person, or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries and (iii) any limited  partnership of which such Person
or any of its  Subsidiaries  is a  general  partner.  For the  purposes  of this
definition,  "voting  stock" means shares,  interests,  participations  or other
equivalents in the equity  interest  (however  designated) in such Person having
ordinary  voting power for the election of a majority of the  directors  (or the
equiva-

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lent)  of  such  Person,  other  than  shares,  interests,   participations   or
other  equivalents  having  such  power  only by reason of the  occurrence  of a
contingency.

                  "Trade Credit" means any obligation incurred or assumed by the
Company in the ordinary  course of business in connection  with the obtaining of
materials  or  services,  and all  obligations  of the Company in respect of any
guarantees of such  obligations of  subsidiaries  of the Company;  provided that
Trade  Credit  shall not  include any  obligations  of the Company in respect of
travelers checks or other  unsubordinated  financial  instruments  issued by the
Company.

                  "Trustee " shall mean the Person  identified  as  "Trustee" in
the first  paragraph  hereof,  and,  subject to the  provisions  of Article  Six
hereof, shall also include its successors and assigns as Trustee hereunder.  The
term  "Trustee" as used with respect to a  particular  series of the  Securities
shall mean the trustee with respect to that series.

                  "Trust  Indenture Act of 1939 " shall mean the Trust Indenture
Act of 1939 as in force at the date of  execution of this  Indenture,  except as
provided in Section 9.03.

                  "Trust Securities " shall mean Common Securities and Preferred
Securities of a Citicorp Capital Trust.

                  "U.S. Government  Obligations " shall mean securities that are
(i) direct  obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person  controlled
or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is  unconditionally  guaranteed  as a full faith
and credit  obligation  by the United States of America,  which,  in either case
under  clauses (i) or (ii) are not callable or  redeemable  at the option of the
issuer thereof,  and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S.  Government  Obligation
or a specific  payment of interest on or principal  of any such U.S.  Government
Obligation  held by such custodian for the account of the holder of a depository
receipt,  provided  that  (except  as  required  by law) such  custodian  is not
authorized to make any deduction  from the amount  payable to the holder of such
depository  receipt from any amount  received by the custodian in respect of the
U.S.  Government  Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

                  "Vice President", when used with respect to the Company or the
Trustee,  means any vice  president,  whether or not designated by a number or a
word or words added before or after the title "vice president".

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                  "Yield to  Maturity  " shall mean the yield to  maturity  on a
series of  Securities,  calculated  at the time of  issuance  of such  series of
Securities,  or if applicable, at the most recent redetermination of interest on
such series and calculated in accordance with accepted financial practice.

                                   ARTICLE II

                                   SECURITIES

                  SECTION 2.01.  Forms Generally .

                  The  Securities of each series shall be in  substantially  the
form as shall be  established  by or pursuant to a Board  Resolution  and as set
forth in an Officers'  Certificate  of the Company or in one or more  indentures
supplemental hereto, in each case with such appropriate  insertions,  omissions,
substitutions  and  other  variations  as are  required  or  permitted  by  this
Indenture,  and may have such letters,  numbers or other marks of identification
and such  legends or  endorsements  placed  thereon as may be required to comply
with any law or with any rules  made  pursuant  thereto or with any rules of any
securities exchange or all as may,  consistently  herewith, be determined by the
officers  executing  such  Securities,  as evidenced  by their  execution of the
Securities.

                  In the event the  Securities  are  issued in  definitive  form
pursuant to this Indenture,  such Securities  shall be printed,  lithographed or
engraved on steel engraved  borders or may be produced in any other manner,  all
as determined by the officers  executing such Securities,  as evidenced by their
execution of such Securities.

                 SECTION 2.02. Form of Trustee's Certificate of
                                Authentication .

                  The Trustee's  certificate of authentication on all Securities
shall be in substantially the following form:

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

Wilmington Trust Company
as Trustee

By____________________
  Authorized Signatory

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                  SECTION 2.03.  Amount Unlimited; Issuable in Series .

                  The  aggregate  principal  amount of  Securities  which may be
authenticated and delivered under this Indenture is unlimited.

                  The  Securities  may be issued in one or more series up to the
aggregate  principal  amount  of  securities  of that  series  from time to time
authorized by or pursuant to a Board  Resolution of the Company.  There shall be
established in or pursuant to a Board  Resolution and, subject to Sections 2.04,
2.05 and 2.06, set forth, or determined in the manner provided,  in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

                      (1)  the  title  of  the  Securities  of the series (which
                           shall distinguish the Securities  of the series  from
                           all other Securities);

                      (2)  any limit  upon  the  aggregate principal  amount  of
                           the  Securities  of   the  series   which   may   be
                           authenticated   and  delivered  under  this Indenture
                           (except  for  Securities  authenticated and delivered
                           upon  registration  of transfer  of, or in   exchange
                           for,  or  in  lieu  of,  other  Securities  of  the
                           series pursuant to Section 2.07,  2.08, 2.09, 9.04 or
                           14.03);

                      (3)  the  date  or  dates  on  which  the principal of and
                           premium, if any, on the  Securities  of the series is
                           payable;

                      (4)  the  rate or rates  at  which  the  Securities of the
                           series   shall   bear  interest,  if  any, or     the
                           method    by   which    such    interest    may    be
                           determined,   the  date  or  dates  from  which  such
                           interest shall accrue,  the Interest Payment Dates on
                           which such interest shall be payable or the manner of
                           determination  of such Interest Payment Dates and the
                           record dates for the determination of holders to whom
                           interest  is  payable  on any such  Interest  Payment
                           Dates;

                      (5)  the  place  or  places  where  the  principal of, and
                           premium,  if  any, and  any interest on Securities of
                           the series shall be payable;

                      (6)  the  right,  if  any,  to extend the interest payment
                           periods and the duration of such extension;

                      (7)  the right, if any, to extend or shorten the  maturity
                           date of Securities of the series;

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                      (8)  the  price or  prices at which, the period or periods
                           within  which  and  the  terms  and   conditions upon
                           which  Securities  of  the  series  may  be redeemed,
                           in  whole  or    in  part,  at  the   option  of  the
                           Company, pursuant to any sinking fund or otherwise;

                      (9)  the  obligation,  if any, of the   Company to redeem,
                           purchase or repay Securities  of the series  pursuant
                           to any sinking fund or analogous   provisions  or  at
                           the option of a Securityholder thereof and the  price
                           or  prices  at which and the period or periods within
                           which the price or prices at  which,  and  the  terms
                           and  conditions  upon  which Securities of the series
                           shall be redeemed, purchased or  repaid,  in whole or
                           in  part,  pursuant  to such obligation;

                      (10) if  other  than  denominations   of  $1,000  and  any
                           integral multiple thereof, the denominations in which
                           Securities of the series shall be issuable;

                      (11) if  other  than  the   principal      amount thereof,
                           the portion of the principal  amount   of  Securities
                           of the series which shall be payable upon declaration
                           of acceleration of the maturity thereof  pursuant  to
                           Section  5.01 or  provable  in bankruptcy pursuant to
                           Section 5.02;

                      (12) any  Events of Default with respect to the Securities
                           of a particular series, if not set forth herein;

                      (13) the  form of the Securities of the  series  including
                           the form of the Certificate of Authentication of such
                           series;

                      (14) any trustee, authenticating or paying agents, warrant
                           agents,  transfer agents or registrars  with  respect
                           to the  Securities  of such series;

                      (15) whether the Securities of the series shall be  issued
                           in whole or in part in the form of one or more Global
                           Securities  and, in such  case,  the  Depositary  for
                           such  Global  Security or Securities,   and   whether
                           beneficial   owners  of  interests in any such Global
                           Securities may exchange   such  interests  for  other
                           Securities of such series in  the manner  provided in
                           Section   2.07,   and    the   manner     and     the
                           circumstances   under   which  and   the   place   or
                           places  where any such  exchanges  may occur if other
                           than in the manner  provided in Section 2.07, and any
                           other  terms of the  series  relating  to the  global
                           nature   of   the Global  Securities  of such  series
                           and

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                           the exchange,  registration  or transfer  thereof
                           and the payment of any principal thereof, or interest
                           or premium, if any, thereon; and

                      (16) any  other  terms of the  series (which  terms  shall
                           not   be  inconsistent   with  the provisions of this
                           Indenture).

                  All  Securities  of any  one  series  shall  be  substantially
identical  except as to denomination  and except as may otherwise be provided in
or pursuant to such Board  Resolution  referred to above and (subject to Section
2.04)  set  forth,  or  determined  in the  manner  provided,  in the  Officers'
Certificate referred to above or in any such indenture supplemental hereto.

                  If any of the terms of the  series are  established  by action
taken pursuant to a Board  Resolution,  a copy of an appropriate  record of such
action  shall be certified  by the  Secretary  or an Assistant  Secretary of the
Company  and  delivered  to the  Trustee  at or  prior  to the  delivery  of the
Officers' Certificate setting forth the terms of the series.

                  SECTION 2.04.  Authentication and Dating .

                  At any time and from  time to time  after  the  execution  and
delivery of this  Indenture,  the Company may deliver  Securities  of any series
executed  by the  Company to the Trustee  for  authentication,  together  with a
Company Order for the  authentication  and delivery of such Securities,  and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities.  In  authenticating  such  Securities,  and accepting the additional
responsibilities  under this  Indenture  in  relation  to such  Securities,  the
Trustee  shall be entitled to receive,  and  (subject to Section  6.01) shall be
fully protected in relying upon:

                                    (1)  a  copy  of  any  Board  Resolution  or
                           Resolutions  relating thereto and, if applicable,  an
                           appropriate  record of any action  taken  pursuant to
                           such  resolution,  in  each  case  certified  by  the
                           Secretary or an Assistant Secretary of the Company;

                                    (2)  an executed  supplemental indenture, if
                           any;

                                    (3)  an  Officers' Certificate setting forth
                           the form and terms of    the Securities   as required
                           pursuant to Sections 2.01 and 2.03, respectively; and

                                    (4)  an  Opinion  of  Counsel  prepared   in
                           accordance with Section 13.06 which shall also state:

                                       12
<PAGE>

                               (a)  that  the form of such
                                    Securities   has  been   established  by  or
                                    pursuant  to a  resolution  of the  Board of
                                    Directors or by a supplemental  indenture as
                                    permitted by Section 2.01 in conformity with
                                    the provisions of this Indenture;

                               (b)  that the  terms of such
                                    Securities  have  been   established  by  or
                                    pursuant  to a  resolution  of the  Board of
                                    Directors or by a supplemental  indenture as
                                    permitted by Section 2.03 in conformity with
                                    the provisions of this Indenture;

                               (c)  that  such  Securities,
                                    when  authenticated  and  delivered  by  the
                                    Trustee  and  issued by the  Company  in the
                                    manner  and   subject   to  any   conditions
                                    specified in such  Opinion of Counsel,  will
                                    constitute   valid   and   legally   binding
                                    obligations of the Company;

                               (d)  that all laws    and
                                    requirements in respect of the execution and
                                    delivery  by the  Company of the  Securities
                                    have   been    complied    with   and   that
                                    authentication    and    delivery   of   the
                                    Securities  by the Trustee  will not violate
                                    the terms of the Indenture; and

                               (e)  such other matters as the Trustee may
                                    reasonably request.

                  The  Trustee  shall have the right to decline to  authenticate
and deliver any Securities  under this Section if the Trustee,  being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees,  executive committee,  or a
trust committee of directors or trustees and/or vice presidents  shall determine
that such action  would  expose the Trustee to  personal  liability  to existing
holders.

                  SECTION 2.05.  Date and Denomination of Securities.

                  The  Securities  shall be  issuable as  registered  Securities
without coupons and in such  denominations as shall be specified as contemplated
by Section  2.03. In the absence of any such  specification  with respect to the
Securities of any series, the Securities of such Series shall be issuable in the
denominations  of $1,000  and any  multiple  thereof.  The  Securities  shall be
numbered,  lettered, or otherwise  distinguished in such manner or in accordance
with such plans as the officers of the Company  executing the same may determine
with  the  approval  of  the  Trustee  as  evidenced   by  the   execution   and
authentication thereof.

                                       13
<PAGE>

                  Every Security shall be dated the date of its  authentication,
shall bear interest,  if any, from such date and shall be payable on such dates,
in each case, as contemplated  by Section 2.03. The interest  installment on any
Security that is payable,  and is  punctually  paid or duly provided for, on any
Interest  Payment Date for Securities of that series shall be paid to the Person
in  whose  name  said  Security  (or  one or  more  Predecessor  Securities)  is
registered at the close of business on the regular record date for such interest
installment.  In the event that any Security of a  particular  series or portion
thereof is called for  redemption  and the  redemption  date is  subsequent to a
regular record date with respect to any Interest  Payment Date and prior to such
Interest Payment Date,  interest on such Security will be paid upon presentation
and surrender of such Security as provided in Section 3.3.

                  Any  interest  on any  Security  that is  payable,  but is not
punctually paid or duly provided for, on any Interest  Payment Date for Security
of the same series (herein called "Defaulted Interest") shall forthwith cease to
be payable to the  registered  holder on the  relevant  regular  record  date by
virtue of having been such holder;  and such Defaulted Interest shall be paid by
the Company, at its election, as provided in clause (1) or clause (2) below:

                  (1) The Company may make payment of any Defaulted  Interest on
         Securities  to the  Persons in whose  names such  Securities  (or their
         respective  Predecessor  Securities)  are  registered  at the  close of
         business on a special  record  date for the  payment of such  Defaulted
         Interest,  which shall be fixed in the  following  manner:  the Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such  Security and the date of the proposed
         payment,  and at the  same  time the  Company  shall  deposit  with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted  Interest or shall make  arrangements
         satisfactory  to the Trustee for such deposit  prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons  entitled to such Defaulted  Interest as in this
         clause provided.  Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall not be more than
         15 nor less than 10 days prior to the date of the proposed  payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment.  The Trustee shall promptly notify the Company of
         such  special  record  date and,  in the name and at the expense of the
         Company,  shall cause notice of the proposed  payment of such Defaulted
         Interest and the special record date therefor to be mailed, first class
         postage  prepaid,  to each  Securityholder  at his or her address as it
         appears in the Security  Register (as  hereinaf-

                                       14
<PAGE>

         ter defined),  not less
         than 10 days prior to such special record date.  Notice of the proposed
         payment of such Defaulted Interest and the special record date therefor
         having been mailed as aforesaid,  such Defaulted Interest shall be paid
         to the  Persons in whose  names such  Securities  (or their  respective
         Predecessor  Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (2).

                  (2) The Company may make payment of any Defaulted  Interest on
         any  Securities  in any other lawful manner not  inconsistent  with the
         requirements of any securities exchange on which such Securities may be
         listed,  and upon such notice as may be required by such exchange,  if,
         after  notice  given by the  Company to the  Trustees  of the  proposed
         payment pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

                  Unless  otherwise  set  forth  in a  Board  Resolution  of the
Company or one or more indentures  supplemental hereto establishing the terms of
any series of  Securities  pursuant to Section  2.01 hereof,  the term  "regular
record date" as used in this Section with respect to a series of Securities with
respect to any  Interest  Payment  Date for such  series  shall mean  either the
fifteenth day of the month immediately  preceding the month in which an Interest
Payment Date  established  for such series pursuant to Section 2.01 hereof shall
occur,  if such Interest  Payment Date is the first day of a month,  or the last
day of the month  immediately  preceding the month in which an Interest  Payment
Date established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month,  whether or not such
date is a Business Day.

                  Subject to the  foregoing  provisions  of this  Section,  each
Security  of a series  delivered  under this  Indenture  upon  transfer of or in
exchange  for or in lieu of any other  Security of such  series  shall carry the
rights to interest accrued and unpaid, and to accrue,  that were carried by such
other Security.

                  SECTION 2.06.  Execution of Securities .

                  The  Securities  shall be  signed in the name and on behalf of
the Company by the manual or  facsimile  signature of its  Chairman,  one of its
Vice Chairmen or one of its Vice Presidents,  under its corporate seal which may
be affixed  thereto or printed,  engraved or otherwise  reproduced  thereon,  by
facsimile or otherwise,  and which need not be attested. Only such Securities as
shall bear thereon a certificate  of  authentication  substantially  in the form
hereinbefore recited, executed by the Trustee or the Authenticating Agent, shall
be entitled to the benefits of this  Indenture or be valid or obligatory for any
purpose.  Such

                                       15
<PAGE>

certificate by the Trustee or the  Authenticating  Agent upon any
Security executed by the Company shall be conclusive  evidence that the Security
so authenticated has been duly  authenticated  and delivered  hereunder and that
the holder is entitled to the benefits of this Indenture.

                  In case any  officer of the  Company who shall have signed any
of the Securities shall cease to be such officer before the Securities so signed
shall have been authenticated and delivered by the Trustee or the Authenticating
Agent,  or disposed  of by the  Company,  such  Securities  nevertheless  may be
authenticated  and delivered or disposed of as though the person who signed such
Securities  had not ceased to be such officer of the  Company;  and any Security
may be signed on behalf of the Company by such persons as, at the actual date of
the  execution of such  Security,  shall be the proper  officers of the Company,
although at the date of the execution of this  Indenture any such person was not
such an officer.

                 SECTION 2.07. Exchange and Registration of
                               Transfer of Securities .

                  Subject to Section  2.03(12),  Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the same series
of other authorized denominations. Securities to be exchanged may be surrendered
at the  principal  corporate  trust  office of the  Trustee  or at any office or
agency to be  maintained  by the Company for such purpose as provided in Section
3.02,  and the Company or the Trustee shall execute and register and the Trustee
or the  Authenticating  Agent shall authenticate and make available for delivery
in exchange therefor the Security or Securities which the Securityholder  making
the exchange shall be entitled to receive. Upon due presentment for registration
of  transfer  of any  Security of any series at the  principal  corporate  trust
office of the Trustee or at any office or agency of the Company  maintained  for
such  purpose as provided  in Section  3.02,  the  Company or the Trustee  shall
execute  and  register  and  the  Trustee  or  the  Authenticating  Agent  shall
authenticate  and make  available for delivery in the name of the  transferee or
transferees a new Security or Securities of the same series for a like aggregate
principal  amount.  Registration  or registration of transfer of any Security by
the Trustee or by any agent of the Company  appointed  pursuant to Section 3.02,
and delivery of such Security,  shall be deemed to complete the  registration or
registration of transfer of such Security.

                  The  Company  or the  Trustee  shall  keep,  at the  principal
corporate trust office of the Trustee,  a register for each series of Securities
issued  hereunder in which,  subject to such  reasonable  regulations  as it may
prescribe,  the Company or the Trustee shall  register all  Securities and shall
register the transfer of all  Securities as in this Article Two  provided.  Such
register

                                       16
<PAGE>

shall  be in  written  form or in any  other  form  capable  of  being
converted into written form within a reasonable time.

                  All Securities  presented for  registration of transfer or for
exchange  or payment  shall (if so required by the Company or the Trustee or the
Authenticating  Agent)  be duly  endorsed  by,  or be  accompanied  by a written
instrument or  instruments of transfer in form  satisfactory  to the Company and
the  Trustee or the  Authenticating  Agent duly  executed  by, the holder or his
attorney duly authorized in writing.

                  No  service   charge   shall  be  made  for  any  exchange  or
registration  of  transfer  of  Securities,  but the  Company or the Trustee may
require payment of a sum sufficient to cover any tax, fee or other  governmental
charge that may be imposed in connection therewith.

                  The Company or the  Trustee  shall not be required to exchange
or  register  a  transfer  of (a) any  Security  for a  period  of 15 days  next
preceding the date of selection of Securities of such series for redemption,  or
(b) any Securities of any series selected, called or being called for redemption
in whole or in part,  except in the case of any  Securities  of any series to be
redeemed in part, the portion thereof not so to be redeemed.

                  SECTION 2.08. Mutilated, Destroyed, Lost or Stolen
                                Securities .

                  In case any  temporary  or  definitive  Security  shall become
mutilated or be destroyed,  lost or stolen, the Company shall execute,  and upon
its request the Trustee shall  authenticate  and deliver,  a new Security of the
same series bearing a number not contemporaneously  outstanding, in exchange and
substitution for the mutilated  Security,  or in lieu of and in substitution for
the Security so  destroyed,  lost or stolen.  In every case the  applicant for a
substituted  Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them  harmless,  and, in
every case of  destruction,  loss or theft,  the applicant shall also furnish to
the Company and the Trustee  evidence to their  satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

                  The Trustee may authenticate any such substituted Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security,  the Company may require
the payment of a sum  sufficient to cover any tax or other  governmental  charge
that may be  imposed  in  relation  thereto  and any  other  expenses  connected
therewith.  In case any Security  which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed,  lost
or stolen,  the Company 

                                       17
<PAGE>

may,  instead of issuing a substitute  Security,  pay or
authorize the payment of the same (without  surrender thereof except in the case
of a mutilated  Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction,  loss or theft, evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.

                  Every  substituted  Security of any series issued  pursuant to
the provisions of this Section 2.08 by virtue of the fact that any such Security
is  destroyed,  lost  or  stolen  shall  constitute  an  additional  contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be found at any time,  and shall be entitled  to all the  benefits of this
Indenture equally and  proportionately  with any and all other Securities of the
same series duly issued  hereunder.  All Securities shall be held and owned upon
the express  condition  that,  to the extent  permitted by  applicable  law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated,  destroyed,  lost or stolen Securities and shall preclude any and all
other  rights  or  remedies  notwithstanding  any  law or  statute  existing  or
hereafter  enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

                  SECTION 2.09.  Temporary Securities .

                  Pending the preparation of definitive Securities of any series
the Company may execute and the Trustee shall  authenticate  and make  available
for  delivery  temporary   Securities   (printed  or  lithographed).   Temporary
Securities shall be issuable in any authorized  denomination,  and substantially
in the form of the definitive Securities but with such omissions, insertions and
variations  as  may  be  appropriate  for  temporary  Securities,  all as may be
determined by the Company.  Every such  temporary  Security shall be executed by
the Company and be  authenticated by the Trustee upon the same conditions and in
substantially  the same  manner,  and with the same  effect,  as the  definitive
Securities.  Without  unreasonable delay the Company will execute and deliver to
the Trustee or the Authenticating Agent definitive  Securities and thereupon any
or all  temporary  Securities  of such  series may be  surrendered  in  exchange
therefor,  at the  principal  corporate  trust  office of the  Trustee or at any
office or agency  maintained  by the  Company  for such  purpose as  provided in
Section 3.02, and the Trustee or the Authenticating Agent shall authenticate and
make  available  for delivery in exchange for such  temporary  Securities a like
aggregate principal amount of such definitive Securities. Such exchange shall be
made by the Company at its own expense  and without any charge  therefor  except
that in case of any such  exchange  involving a  registration  of  transfer  the
Company may require  payment of a sum  sufficient to cover any tax,

                                       18
<PAGE>

fee or other
governmental charge that may be imposed in relation thereto. Until so exchanged,
the temporary  Securities of any series shall in all respects be entitled to the
same benefits under this  Indenture as definitive  Securities of the same series
authenticated and delivered hereunder.

                  SECTION 2.10.  Cancellation of Securities Paid, etc.

                  All  Securities   surrendered  for  the  purpose  of  payment,
redemption,  exchange or registration of transfer,  shall, if surrendered to the
Company  or any  paying  agent,  be  surrendered  to the  Trustee  and  promptly
cancelled by it, or, if surrendered to the Trustee or any Authenticating  Agent,
shall be promptly  cancelled  by it, and no  Securities  shall be issued in lieu
thereof  except  as  expressly  permitted  by  any  of the  provisions  of  this
Indenture.  All  Securities  cancelled  by any  Authenticating  Agent  shall  be
delivered to the Trustee.  The Trustee shall deliver all cancelled Securities to
the Company. If the Company shall acquire any of the Securities,  however,  such
acquisition   shall  not  operate  as  a  redemption  or   satisfaction  of  the
indebtedness  represented  by such  Securities  unless  and  until  the same are
surrendered to the Trustee for cancellation.

                  SECTION 2.11.  Global Securities .

                  (a) If the Company shall  establish  pursuant to Section 2.03
that  the  Securities  of a  particular  series  are to be  issued  as a  Global
Security,  then the Company shall execute and the Trustee  shall,  in accordance
with Section 2.04,  authenticate  and deliver,  a Global Security that (i) shall
represent,  and  shall  be  denominated  in an  amount  equal  to the  aggregate
principal  amount of, all of the  outstanding  Securities  of such series,  (ii)
shall be registered in the name of the Depositary or its nominee, (iii) shall be
delivered  by the Trustee to the  Depositary  or  pursuant  to the  Depositary's
instruction and (iv) shall bear a legend  substantially to the following effect:
"Except as otherwise  provided in Section 2.11 of the  Indenture,  this Security
may be  transferred,  in whole but not in part,  only to another  nominee of the
Depositary  or to a  successor  Depositary  or to a  nominee  of such  successor
Depositary."

                  (b) Notwithstanding  the  provisions  of Section  2.07,  the
Global Security of a series may be transferred,  in whole but not in part and in
the manner  provided in Section 2.07,  only to another nominee of the Depositary
for such  series,  or to a  successor  Depositary  for such  series  selected or
approved by the Company or to a nominee of such successor Depositary.

                  (c) If at  any  time  the  Depositary  for a  series  of the
Securities  notifies  the Company  that it is unwilling or unable to continue as
Depositary  for such  series or if at any time the  Depositary  for such  series
shall no longer be  registered  or in

                                       19
<PAGE>

good  standing  under the Exchange Act, or
other  applicable  statute or  regulation,  and a successor  Depositary for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be  applicable  to the  Securities  of such  series and the
Company will execute, and subject to Section 2.07, the Trustee will authenticate
and make  available  for delivery the  Securities  of such series in  definitive
registered  form  without  coupons,  in  authorized  denominations,  and  in  an
aggregate  principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global  Security.  In addition,  the Company
may at any time  determine  that the Securities of any series shall no longer be
represented  by a Global  Security and that the  provisions of this Section 2.11
shall no  longer  apply to the  Securities  of such  series.  In such  event the
Company will execute and subject to Section 2.07,  the Trustee,  upon receipt of
an Officers'  Certificate  evidencing such  determination  by the Company,  will
authenticate  and make  available for delivery the  Securities of such series in
definitive registered form without coupons, in authorized denominations,  and in
an  aggregate  principal  amount  equal to the  principal  amount of the  Global
Security of such series in exchange for such Global Security.  Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons,  in authorized  denominations,  the Global  Security shall be egistered
form issued in exchange for the Global Security pursuant to this Section 2.11(c)
shall be registered in such names and in such  authorized  denominations  as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities
to the Depositary for delivery to the Persons in whose names such Securities are
so registered.

                  SECTION 2.12.     CUSIP Numbers

                  The Company in issuing the Securities may use "CUSIP"  numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of  redemption as a convenience  to  Securityholders;  provided that any
such notice may state that no  representation  is made as to the  correctness of
such numbers  either as printed on the  Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will promptly  notify
the Trustee of any change in the CUSIP numbers.

                                       20
<PAGE>

                                   ARTICLE III

                      PARTICULAR COVENANTS OF THE COMPANY.

                  SECTION 3.01.     Payment of Principal, Premium and
                                    Interest.

                  The  Company  covenants  and  agrees  for the  benefit of each
series of Securities  that it will duly and  punctually  pay or cause to be paid
the principal of and premium,  if any, and interest on each of the Securities of
that series at the place, at the respective  times and in the manner provided in
such  Securities.  Each  installment of interest on the Securities of any series
may be paid by  mailing  checks  for such  interest  payable to the order of the
holders of Securities  entitled  thereto as they appear on the registry books of
the Company.

                  SECTION 3.02.  Offices for Notices and Payments, etc.

                  So  long as any of the  Securities  remains  outstanding,  the
Company  will  maintain in the Borough of  Manhattan,  The City of New York,  an
office or agency  where the  Securities  of each  series  may be  presented  for
payment,  an  office  or  agency  where the  Securities  of that  series  may be
presented  for  registration  of transfer and for exchange as in this  Indenture
provided  and an office or  agency  where  notices  and  demands  to or upon the
Company in respect of the  Securities of that series or of this Indenture may be
served.  The Company will give to the Trustee  written notice of the location of
any such office or agency and of any change of location thereof. Until otherwise
designated  from  time to time by the  Company  in a notice to the  Trustee,  or
specified as  contemplated by Section 2.03, any such office or agency for all of
the above  purposes  shall be the office or agency of the  Trustee.  In case the
Company  shall  fail to  maintain  any such  office or agency in the  Borough of
Manhattan,  The City of New  York,  or shall  fail to give  such  notice  of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the principal corporate trust office of the
Trustee.

                  In addition to any such office or agency, the Company may from
time to time  designate  one or more offices or agencies  outside the Borough of
Manhattan,  The City of New York,  where the  Securities  may be  presented  for
registration  of  transfer  and for  exchange  in the  manner  provided  in this
Indenture,  and the Company may from time to time rescind such  designation,  as
the Company may deem  desirable or expedient;  provided,  however,  that no such
designation  or  rescission  shall in any  manner  relieve  the  Company  of its
obligation  to maintain  any such office or agency in the Borough of  Manhattan,
The City of New York, for the purposes above mentioned. The Company will give to
the Trustee

                                       21
<PAGE>

prompt written notice of any such designation or rescission thereof.

                  SECTION 3.03.  Appointments to Fill Vacancies in
                                 Trustee's Office.

                  The Company,  whenever necessary to avoid or fill a vacancy in
the office of Trustee,  will appoint,  in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

                  SECTION 3.04.  Provision as to Paying Agent .

                       (a) If the  Company  shall  appoint a paying
                           agent  other  than the  Trustee  with  respect to the
                           Securities  of any series,  it will cause such paying
                           agent  to  execute  and  deliver  to the  Trustee  an
                           instrument  in which such agent  shall agree with the
                           Trustee,  subject to the  provision  of this  Section
                           3.04,

                           (1)      that it will  hold all
                                    sums  held  by  it as  such  agent  for  the
                                    payment of the principal of and premium,  if
                                    any, or interest,  if any, on the Securities
                                    of such series  (whether such sums have been
                                    paid to it by the  Company  or by any  other
                                    obligor on the Securities of such series) in
                                    trust for the  benefit of the holders of the
                                    Securities of such series; and

                           (2)      that it will  give the
                                    Trustee notice of any failure by the Company
                                    (or by any other  obligor on the  Securities
                                    of such  series) to make any  payment of the
                                    principal  of  and   premium,   if  any,  or
                                    interest,  if any, on the Securities of such
                                    series  when  the  same  shall  be  due  and
                                    payable.

                       (b) If the  Company  shall  act as its  own
                           paying agent,  it will, on or before each due date of
                           the principal of and premium, if any, or interest, if
                           any,  on the  Securities  of any  series,  set aside,
                           segregate  and hold in trust for the  benefit  of the
                           holders  of  the  Securities  of  such  series  a sum
                           sufficient to pay such principal, premium or interest
                           so  becoming  due and will  notify the Trustee of any
                           failure to take such action and of any failure by the
                           Company (or by any other obligor under the Securities
                           of such series) to make any payment of the  principal
                           of and premium,  if any, or interest,  if any, on the
                           Securities  of such series when the same shall become
                           due and payable.

                                       22
<PAGE>

                       (c) Anything  in this  Section  3.04 to the
                           contrary  notwithstanding,  the  Company  may, at any
                           time, for the purpose of obtaining a satisfaction and
                           discharge  with  respect to one or more or all series
                           of Securities hereunder, or for any other reason, pay
                           or cause to be paid to the  Trustee  all sums held in
                           trust  for any  such  series  by the  Trustee  or any
                           paying agent  hereunder,  as required by this Section
                           3.04,  such sums to be held by the  Trustee  upon the
                           trusts herein contained.

                       (d) Anything  in this  Section  3.04 to the
                           contrary notwithstanding,  the agreement to hold sums
                           in trust as provided in this  Section 3.04 is subject
                           to Sections 11.03 and 11.04.

                  SECTION 3.05.  Certificate to Trustee .

                  The Company  will deliver to the Trustee on or before 120 days
after the end of each fiscal  year in each year,  so long as  Securities  of any
series are outstanding  hereunder,  a Certificate  stating that in the course of
the  performance  by the signers of their duties as officers of the Company they
would normally have  knowledge of any default by the Company in the  performance
of any covenants contained herein, stating whether or not they have knowledge of
any such default and, if so,  specifying  each such default of which the signers
have knowledge and the nature thereof.

                  SECTION 3.06.  Compliance with Consolidation Provisions .

                  The  Company  will  not,  while any of the  Securities  remain
outstanding,  consolidate  with, or merge into, or merge into itself, or sell or
convey all or substantially  all of its property to any other company unless the
provisions of Article Ten hereof are complied with.

                  SECTION 3.07.   Limitation on Dividends .

                  If  Securities  are  issued to a Citicorp  Capital  Trust or a
trustee of such trust in  connection  with the issuance of Trust  Securities  by
such  Citicorp  Capital  Trust and (i) there shall have  occurred any event that
would  constitute  an Event of Default or (ii) the  Company  shall be in default
with respect to its payment of any  obligations  under the Preferred  Securities
Guarantee or the Common Securities  Guarantee  relating to such Citicorp Capital
Trust,  then (a) the Company shall not declare or pay any dividends on, make any
distributions with respect to, or redeem, purchase 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

                                       23
<PAGE>

Company   of   its    obligations  under  any  employee  benefit  plans or other
contractual  obligations  of the Company  (other than a  contractual  obligation
ranking pari passu with or junior in right of payment to the  Securities),  (ii)
as a result of a reclassification of the Company's capital stock or the exchange
or conversion of one class or series of the Company's  capital stock for another
class  or  series  of the  Company's  capital  stock or (iii)  the  purchase  of
fractional  interests in shares of the Company's  capital stock  pursuant to the
conversion or exchange  provisions  of such capital stock or the security  being
converted  or  exchanged)  and (b) the  Company  shall not make any  payment  of
interest,  principal or premium,  if any, on or repay,  repurchase or redeem any
debt  securities  issued by the  Company  that rank pari passu with or junior in
right of payment to such Securities.

                  SECTION 3.08. Covenants as to Citicorp Capital Trusts.

                  In the event Securities are issued to a Citicorp Capital Trust
or a trustee of such trust in connection  with the issuance of Trust  Securities
by such Citicorp  Capital  Trust,  for so long as such Trust  Securities  remain
outstanding,  the Company will (i) maintain 100% direct  ownership of the Common
Securities of such Citicorp Capital Trust; provided, however, that any successor
of the Company,  permitted pursuant to Article Ten, may succeed to the Company's
ownership of such Common  Securities,  (ii) use its reasonable  efforts to cause
such Citicorp Capital Trust (a) to remain a business trust, except in connection
with a distribution of Securities, the redemption of all of the Trust Securities
of  such  Citicorp   Capital  Trust  or  certain  mergers,   consolidations   or
amalgamations,  each as permitted by the  Declaration  of such Citicorp  Capital
Trust, and (b) to otherwise continue not to be treated as an association taxable
as a corporation  or  partnership  for United States federal income tax purposes
and (iii) to use its reasonable efforts to cause each holder of Trust Securities
to be treated as owning an individual beneficial interest in the Securities.

                   SECTION 3.09  Calculation of Original Issue Discount.

                  The Company shall file with the Trustee promptly at the end of
each  calendar year a written  notice  specifying  the amount of original  issue
discount  (including  daily rates and accrual  periods)  accrued on  outstanding
Securities as of the end of such year.

                                       24
<PAGE>

                                   ARTICLE IV

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE.

                  SECTION 4.01.  Securityholders' Lists .

                  The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee:

                      (a)  on a  monthly  basis  on  each  regular
                           record date for each series of Securities, a list, in
                           such form as the Trustee may reasonably  require,  of
                           the names and  addresses  of the  Securityholders  of
                           such series of Securities as of such record date (and
                           on dates to be  determined  pursuant to Section  2.03
                           for  non-interest  bearing  securities in each year);
                           and

                      (b)  at such other  times as the  Trustee may
                           request in writing,  within 30 days after the receipt
                           by  the  Company,  of any  such  request,  a list  of
                           similar  form and  content as of a date not more than
                           15 days  prior to the time  such  list is  furnished,
                           except that no such lists need be  furnished  so long
                           as the Trustee is in possession  thereof by reason of
                           its acting as Security registrar for such series.

                  SECTION 4.02.  Preservation and Disclosure of Lists .

                      (a)  The  Trustee  shall  preserve,   in  as
                           current  a form  as is  reasonably  practicable,  all
                           information  as to the  names  and  addresses  of the
                           holders of each series of Securities (1) contained in
                           the most recent list  furnished  to it as provided in
                           Section 4.01 or (2) received by it in the capacity of
                           Securities  registrar (if so acting)  hereunder.  The
                           Trustee  may  destroy  any  list  furnished  to it as
                           provided in Section  4.01 upon  receipt of a new list
                           so furnished.

                      (b)  In  case  three  or  more   holders  of
                           Securities of any series (hereinafter  referred to as
                           "applicants")  apply in  writing to the  Trustee  and
                           furnish  to the  Trustee  reasonable  proof that each
                           such  applicant  has owned a Security  of such series
                           for a period of at least  six  months  preceding  the
                           date of such application, and such application states
                           that the applicants  desire to communicate with other
                           holders of  Securities of such series or with holders
                           of all Securities  with respect to their rights 

                                       25
<PAGE>

                           under this Indenture or under such Securities and  is
                           accompanied  by a copy of the  form of proxy or other
                           communication   which  such  applicants   propose  to
                           transmit,  then the Trustee  shall  within 5 business
                           days after the  receipt of such  application,  at its
                           election, either:

                     (1)   afford  such  applicants  access to  the  information
                           preserved at  the  time by the Trustee  in accordance
                           with the provisions of subsection (a) of this Section
                           4.02, or

                      (2)  inform  such   applicants   as  to  the
                           approximate  number of holders of such  series or all
                           Securities,  as the  case  may be,  whose  names  and
                           addresses appear in the information  preserved at the
                           time by the Trustee in accordance with the provisions
                           of subsection (a) of this Section 4.02, and as to the
                           approximate  cost of mailing to such  Securityholders
                           the form of proxy  or  other  communication,  if any,
                           specified in such application.

                                   If the Trustee shall elect not to afford such
                           applicants  access to such  information,  the Trustee
                           shall,  upon the written request of such  applicants,
                           mail to each  Securityholder  of such  series  or all
                           Securities,  as the  case  may  be,  whose  name  and
                           address  appear in the  information  preserved at the
                           time by the Trustee in accordance with the provisions
                           of subsection  (a) of this Section 4.02 a copy of the
                           form  of  proxy  or  other   communication  which  is
                           specified in such request with reasonable  promptness
                           after a tender to the  Trustee of the  material to be
                           mailed and of payment,  or provision for the payment,
                           of the reasonable expenses of mailing,  unless within
                           five days after such tender,  the Trustee  shall mail
                           to such  applicants  and file with the Securities and
                           Exchange  Commission,  together  with a  copy  of the
                           material  to be mailed,  a written  statement  to the
                           effect  that,  in the  opinion of the  Trustee,  such
                           mailing  would be contrary to the best  interests  of
                           the  holders  of  Securities  of such  series  or all
                           Securities,  as the  case  may  be,  or  would  be in
                           violation of applicable  law. Such written  statement
                           shall  specify  the  basis of such  opinion.  If said
                           Commission,  after opportunity for a hearing upon the
                           objections  specified  in the  written  statement  so
                           filed,  shall enter an order  refusing to sustain any
                           of such objections or if, after the entry of an order
                           sustaining  one or  more  of  such  objections,  said
                           Commission  shall find,  after notice and opportuni-

                                       26
<PAGE>

                           ty for hearing, that all the objections  so sustained
                           have been met and shall enter an order so  declaring,
                           the Trustee shall mail copies of such material to all
                           such Securityholders with reasonable promptness after
                           the  entry  of such  order  and the  renewal  of such
                           tender;  otherwise  the Trustee  shall be relieved of
                           any obligation or duty to such applicants  respecting
                           their application.

                       (c) Each and every holder of Securities,  by
                           receiving  and holding the same,  agrees with Company
                           and the  Trustee  that  neither  the  Company nor the
                           Trustee   nor  any   paying   agent   shall  be  held
                           accountable  by reason of the  disclosure of any such
                           information  as to the  names  and  addresses  of the
                           holders  of  Securities   in   accordance   with  the
                           provisions  of  subsection  (b) of this Section 4.02,
                           regardless of the source from which such  information
                           was derived,  and that the Trustee  shall not be held
                           accountable   by  reason  of  mailing  any   material
                           pursuant to a request made under said subsection (b).

                       SECTION 4.03.  Reports by Company .
  
                       (a) The Company covenants and agrees to file
                           with the Trustee, within 15 days after the Company is
                           required  to file the same  with the  Securities  and
                           Exchange Commission, copies of the annual reports and
                           of the  information,  documents and other reports (or
                           copies of such  portions of any of the  foregoing  as
                           said  Commission  may from  time to time by rules and
                           regulations  prescribe)  which  the  Company  may  be
                           required  to file with said  Commission  pursuant  to
                           Section  13  or  Section  15(d)  of  the   Securities
                           Exchange  Act of  1934;  or,  if the  Company  is not
                           required to file  information,  documents  or reports
                           pursuant  to  either of such  sections,  then to file
                           with the Trustee and said  Commission,  in accordance
                           with rules and  regulations  prescribed  from time to
                           time by said  Commission,  such of the  supplementary
                           and periodic information, documents and reports which
                           may  be  required  pursuant  to  Section  13  of  the
                           Exchange  Act in  respect  of a  security  listed and
                           registered on a national  securities  exchange as may
                           be  prescribed  from  time to time in such  rules and
                           regulations.

                       (b) The Company covenants and agrees to file
                           with the  Trustee  and the  Securities  and  Exchange
                           Commission,   in   accordance   with  the  rules  and
                           regulations

                                       27
<PAGE>

                           prescribed  from  time  to  time by said
                           Commission,  such additional  information,  documents
                           and reports with respect to compliance by the Company
                           with the  conditions  and  covenants  provided for in
                           this  Indenture as may be required  from time to time
                           by such rules and regulations.

                       (c) The  Company  covenants  and  agrees  to
                           transmit by mail to all holders of Securities, as the
                           names and  addresses of such holders  appear upon the
                           Security  register,  within 30 days  after the filing
                           thereof  with  the  Trustee,  such  summaries  of any
                           information,  documents  and  reports  required to be
                           filed by the Company  pursuant to subsections (a) and
                           (b) of this  Section 4.03 as may be required by rules
                           and  regulations  prescribed from time to time by the
                           Securities and Exchange Commission.

                      (d)  Delivery of such  reports,  information
                           and  documents  to the  Trustee is for  informational
                           purposes only and the Trustee's receipt of such shall
                           not constitute constructive notice of any information
                           contained  therein or determinable  from  information
                           contained therein, including the Company's compliance
                           with any of its covenants  hereunder (as to which the
                           Trustee is entitled to rely  exclusively on Officers'
                           Certificates).

                      SECTION 4.04.  Reports by the Trustee .

                      (a)  The   Trustee   shall    transmit   to
                           Securityholders  such reports  concerning the Trustee
                           and  its  actions  under  this  Indenture  as  may be
                           required  pursuant to the Trust  Indenture Act at the
                           times and in the manner provided pursuant thereto. If
                           required  by  Section  313(a) of the Trust  Indenture
                           Act, the Trustee shall,  within sixty days after each
                           May 15 following the date of this  Indenture  deliver
                           to  Securityholders a brief report,  dated as of such
                           May 15, which  complies  with the  provisions of such
                           Section 313(a).

                       (b) A copy of each such report shall, at the
                           time  of such  transmission  to  Securityholders,  be
                           filed by the  Trustee  with each stock  exchange,  if
                           any, upon which the Securities  are listed,  with the
                           Commission  and with the  Company.  The Company  will
                           promptly  notify the Trustee when the  Securities are
                           listed on any stock exchange.

                                       28
<PAGE>

                                    ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT.

                  SECTION 5.01.  Events of Default .

                  One or more of the following events of default with respect to
Securities of any series or such other events as may be established with respect
to the  Securities of that series as  contemplated  by Section 2.03 hereof shall
constitute an Event of Default hereunder:

                       (a) default in the  payment of any  interest
                           upon any  Securities  of that  series when it becomes
                           due and payable,  and continuance of such default for
                           a period of 30 days; provided,  however, that a valid
                           extension  of  an  interest  payment  period  by  the
                           Company in accordance with the terms of any indenture
                           supplemental  hereto,  shall not constitute a default
                           in the payment of interest for this purpose; or

                      (b)  default  in the  payment  of all or any
                           part of the principal of (or premium, if any, on) any
                           Securities  of that series as and when the same shall
                           become  due and  payable  either  at  maturity,  upon
                           redemption  (including  redemption  for  the  sinking
                           fund),   by  declaration   or  otherwise;   provided,
                           however,  that a valid  extension  of the maturity of
                           such  Securities in accordance  with the terms of any
                           indenture  supplemental hereto shall not constitute a
                           default in the payment of  principal  or premium,  if
                           any; or

                       (c) default in the  performance,  or breach,
                           of any  covenant  or  warranty of the Company in this
                           Indenture  (other  than  a  covenant  or  warranty  a
                           default  in  whose  performance  or whose  breach  is
                           elsewhere in this Section specifically dealt with and
                           other  than those set forth  exclusively  in terms of
                           any  particular  series of Securities  established as
                           contemplated in this  Indenture),  and continuance of
                           such  default or breach for a period of 90 days after
                           there has been  given,  by  registered  or  certified
                           mail, to the Company by the Trustee or to the Company
                           and the  Trustee  by the  holders  of at least 25% in
                           principal  amount  of the  outstanding  Securities  a
                           written notice  specifying such default or breach and
                           requiring  it to be remedied  and  stating  that such
                           notice is a "Notice of Default" hereunder; or

                                       29
<PAGE>

                      (d)  a  court  having  jurisdiction  in  the
                           premises  shall enter a decree or order for relief in
                           respect of the Company in an  involuntary  case under
                           any  applicable   bankruptcy,   insolvency  or  other
                           similar law now or hereafter in effect, or appointing
                           a receiver, liquidator, assignee, custodian, trustee,
                           sequestrator (or similar  official) of the Company or
                           for any substantial part of its property, or ordering
                           the winding-up or liquidation of its affairs and such
                           decree or order shall  remain  unstayed and in effect
                           for a period of 90 consecutive days; or

                       (e) the Company  shall  commence a voluntary
                           case under any applicable  bankruptcy,  insolvency or
                           other  similar law now or hereafter in effect,  shall
                           consent  to the  entry of an order  for  relief in an
                           involuntary case under any such law, or shall consent
                           to  the  appointment  of or  taking  possession  by a
                           receiver,  liquidator,  assignee, trustee, custodian,
                           sequestrator  (or  other  similar  official)  of  the
                           Company or of any  substantial  part of its property,
                           or shall make any general  assignment for the benefit
                           of  creditors,  or shall  fail  generally  to pay its
                           debts as they become due; or

                       (f) in the event  Securities are issued to a
                           Citicorp  Capital Trust or a trustee of such trust in
                           connection  with the issuance of Trust  Securities by
                           such Citicorp  Capital Trust,  such Citicorp  Capital
                           Trust  shall  have   voluntarily   or   involuntarily
                           dissolved,   wound-up   its   business  or  otherwise
                           terminated  its existence  except in connection  with
                           (i) the  distribution  of  Securities  to  holders of
                           Trust Securities in liquidation of their interests in
                           such Citicorp  Capital Trust,  (ii) the redemption of
                           all of  the  outstanding  Trust  Securities  of  such
                           Citicorp  Capital  Trust  or (iii)  certain  mergers,
                           consolidations or amalgamations, each as permitted by
                           the Declaration of such Citicorp Capital Trust.

                  If an Event of Default pursuant to Section 5.01(d), (e) or (f)
(each an "Insolvency Event of Default") with respect to Securities of any series
at the time  outstanding  occurs and is continuing,  then in every such case the
Trustee  or the  holders  of  not  less  than  25% in  principal  amount  of the
Securities of that series then outstanding may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount  Securities,
such portion of the principal  amount as may be specified in the terms  thereof)
of all Securities of that series to be due and payable immediately,  by a notice
in writing to the  Company  (and to the  Trustee if given by the  holders of the

                                       30
<PAGE>

outstanding  Securities of that series),  and upon any such declaration the same
shall become immediately due and payable.

                  The  foregoing   provisions,   however,  are  subject  to  the
condition  that if, at any time after the principal  (or, if the  Securities are
Original  Issue  Discount  Securities,  such portion of the  principal as may be
specified in the terms  thereof) of the  Securities of any series (or of all the
Securities, as the case may be) shall have been so declared due and payable, and
before any  judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided,  (i) the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay (A) all matured installments of
interest upon all the  Securities of such series (or of all the  Securities,  as
the  case  may be) and the  principal  of and  premium,  if any,  on any and all
Securities of such series (or of all the  Securities,  as the case may be) which
shall have become due otherwise  than by  acceleration  (with interest upon such
principal and premium,  if any, and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest or Yield to Maturity  (in the case of Original
Issue Discount Securities) specified in the Securities of such series (or at the
respective rates of interest or Yields to Maturity of all the Securities, as the
case may be) to the date of such  payment  or  deposit)  and (B) such  amount as
shall be sufficient  to cover  reasonable  compensation  to the Trustee and each
predecessor  Trustee,  their respective agents,  attorneys and counsel,  and all
other expenses and liabilities  incurred,  and all advances made, by the Trustee
and each predecessor  Trustee except as a result of negligence or bad faith, and
(ii) any and all  Insolvency  Events of Default under the  Indenture  shall have
been cured, waived or otherwise remedied as provided herein, then, in every such
case, the holders of a majority in aggregate  principal amount of the Securities
of such series (or of all the Securities,  as the case may be) then outstanding,
by written notice to the Company and to the Trustee,  may rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

                  In case the Trustee shall have  proceeded to enforce any right
under  this  Indenture  and such  proceedings  shall have been  discontinued  or
abandoned  because of such  rescission  or  annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the  Company,  the Trustee and the holders of the  Securities  shall be restored
respectively to their several  positions and rights  hereunder,  and all rights,
remedies  and  powers  of the  Company,  the  Trustee  and  the  holders  of the
Securities shall continue as though no such proceeding had been taken.

                                       31
<PAGE>

                  SECTION 5.02.     Payment of Securities on Default;
                                    Suit Therefor .

                  The Company  covenants  that (a) in case default shall be made
in the payment of any  installment of interest upon any of the Securities of any
series as and when the same shall become due and payable, and such default shall
have  continued for a period of 30 days, or (b) in case default shall be made in
the payment of the principal of or premium,  if any, on any of the Securities of
any series as and when the same shall have  become due and  payable,  whether at
maturity of the  Securities of that series or upon  redemption or by declaration
or  otherwise,  then,  upon demand of the  Trustee,  the Company will pay to the
Trustee,  for the benefit of the holders of the  Securities of that series,  the
whole amount that then shall have become due and payable on all such  Securities
of that series for principal and premium,  if any, or interest,  or both, as the
case may be, with interest upon the overdue  principal and premium,  if any, and
(to the extent that payment of such interest is enforceable under applicable law
and, if the Securities are held by a Citicorp Capital Trust or a trustee of such
trust, without duplication of any other amounts paid by a Citicorp Capital Trust
or trustee in respect thereof) upon the overdue  installments of interest at the
rate or Yield to Maturity (in the case of Original  Issue  Discount  Securities)
borne by the Securities of that series;  and, in addition thereto,  such further
amount as shall be  sufficient  to cover the costs and  expenses of  collection,
including a reasonable  compensation to the Trustee,  its agents,  attorneys and
counsel, and any expenses or liabilities incurred by the Trustee hereunder other
than through its negligence or bad faith.

                  In case the Company  shall fail  forthwith to pay such amounts
upon such  demand,  the  Trustee,  in its own name and as  trustee of an express
trust,  shall be entitled and empowered to institute any actions or  proceedings
at law or in equity for the  collection  of the sums so due and unpaid,  and may
prosecute any such action or  proceeding  to judgment or final  decree,  and may
enforce  any such  judgment  or final  decree  against  the Company or any other
obligor on such  Securities and collect in the manner provided by law out of the
property  of the  Company  or any  other  obligor  on such  Securities  wherever
situated the moneys adjudged or decreed to be payable.

                  In case there shall be pending  proceedings for the bankruptcy
or for the  reorganization of the Company or any other obligor on the Securities
of any series under Title 11, United States Code, or any other  applicable  law,
or in case a receiver or trustee  shall have been  appointed for the property of
the Company or such other obligor,  or in the case of any other similar judicial
proceedings  relative to the Company or other obligor upon the Securities of any
series,  or to the  creditors or property of the Company or such other  obligor,
the Trustee,

                                       32
<PAGE>

irrespective  of whether the  principal of the  Securities  of any
series shall then be due and payable as therein  expressed or by  declaration or
otherwise  and  irrespective  of whether the Trustee  shall have made any demand
pursuant  to the  provisions  of  this  Section  5.02,  shall  be  entitled  and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole  amount of  principal  and  interest  (or,  if the
Securities of that series are Original Issue Discount Securities such portion of
the principal  amount as may be specified in the terms of that series) owing and
unpaid in respect of the  Securities of such series and, in case of any judicial
proceedings,  to file such proofs of claim and other  papers or documents as may
be necessary or advisable in order to have the claims of the Trustee  (including
any  claim for  reasonable  compensation  to the  Trustee  and each  predecessor
Trustee,   and  their  respective  agents,   attorneys  and  counsel,   and  for
reimbursement of all expenses and liabilities  incurred,  and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad  faith) and of the  Securityholders  allowed  in such  judicial  proceedings
relative to the Company or any other obligor on the Securities of any series, or
to the  creditors  or  property  of the  Company or such other  obligor,  unless
prohibited by applicable law and  regulations,  to vote on behalf of the holders
of the  Securities  or any  series in any  election  of a  trustee  or a standby
trustee in  arrangement,  reorganization,  liquidation  or other  bankruptcy  or
insolvency  proceedings  or person  performing  similar  functions in comparable
proceedings,  and to collect and receive any moneys or other property payable or
deliverable  on any such claims,  and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby  authorized by each of the  Securityholders  to make
such  payments to the Trustee,  and, in the event that the Trustee shall consent
to the making of such payments  directly to the  Securityholders,  to pay to the
Trustee such amounts as shall be sufficient to cover reasonable  compensation to
the Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor  Trustee except as a result of negligence or
bad faith.

                  Nothing herein  contained  shall be construed to authorize the
Trustee  to  authorize  or  consent  to or  accept  or  adopt on  behalf  of any
Securityholder   any  plan  of   reorganization,   arrangement,   adjustment  or
composition  affecting the  Securities of any series or the rights of any holder
thereof  or to  authorize  the  Trustee  to vote in  respect of the claim of any
Securityholder in any such proceeding.

                  All  rights of  action  and of  asserting  claims  under  this
Indenture,  or under  any of the  Securities,  may be  enforced  by the  Trustee
without the possession of any of the  Securities,  or the

                                       33
<PAGE>

production  thereof on
any trial or other proceeding relative thereto,  and any such suit or proceeding
instituted  by the  Trustee  shall be  brought  in its own name as trustee of an
express trust,  and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities.

                  In any  proceedings  brought  by the  Trustee  (and  also  any
proceedings  involving the  interpretation of any provision of this Indenture to
which the Trustee  shall be a party) the Trustee  shall be held to represent all
the holders of the Securities, and it shall not be necessary to make any holders
of the Securities parties to any such proceedings.

                   SECTION 5.03.     Application of Moneys Collected by
                                     Trustee .

                  Any moneys  collected  by the Trustee  shall be applied in the
order following,  at the date or dates fixed by the Trustee for the distribution
of such moneys,  upon presentation of the several Securities in respect of which
moneys have been collected,  and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

                  First:  To the  payment of costs and  expenses  of  collection
applicable  to such  series and  reasonable  compensation  to the  Trustee,  its
agents,  attorneys  and  counsel,  and of all  other  expenses  and  liabilities
incurred,  and all  advances  made,  by the  Trustee  except  as a result of its
negligence or bad faith;

                  Second:  To the payment of all Senior Indebtedness of the 
Company if and to the extent required by Article Fifteen;

                  Third: In case the principal of the outstanding  Securities in
respect of which  moneys  have been  collected  shall not have become due and be
unpaid,  to the payment of the amounts  then due and unpaid upon  Securities  of
such series for principal (and premium,  if any), and interest on the Securities
of such  series,  in respect of which or for the benefit of which money has been
collected, ratably, without preference of priority of any kind, according to the
amounts due on such Securities for principal (and premium, if any) and interest,
respectively.

                  SECTION 5.04.  Proceedings by Securityholders .

                  No holder of any  Security of any series  shall have any right
by virtue of or by availing of any provision of this  Indenture to institute any
suit,  action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder,  unless such holder previously shall have given to the Trustee
written  notice  of an Event of  Default  and of the  continuance  thereof  with
respect to the Securities of such series

                                       34
<PAGE>

specifying  such Event of Default,  as
hereinbefore  provided,  and  unless  also the  holders  of not less than 25% in
aggregate  principal  amount of the  Securities of that series then  outstanding
shall have made written request upon the Trustee to institute such action,  suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs,  expenses
and liabilities to be incurred  therein or thereby,  and the Trustee for 60 days
after its  receipt of such  notice,  request and offer of  indemnity  shall have
failed to institute any such action, suit or proceeding, it being understood and
intended,  and being  expressly  covenanted  by the  taker  and  holder of every
Security with every other taker and holder and the Trustee,  that no one or more
holders of Securities of any series shall have any right in any manner  whatever
by virtue of or by  availing  of any  provision  of this  Indenture  to  affect,
disturb or prejudice the rights of any other holder of Securities,  or to obtain
or seek to obtain  priority over or  preference to any other such holder,  or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal,  ratable and common  benefit of all holders of  Securities of the
applicable series.

                  Notwithstanding   any  other  provisions  in  this  Indenture,
however,  the right of any  holder of any  Security  to  receive  payment of the
principal of (premium,  if any) and interest,  if any, on such  Security,  on or
after the same shall have become due and payable,  or to institute  suit for the
enforcement of any such payment,  shall not be impaired or affected  without the
consent of such holder and by  accepting a Security  hereunder  it is  expressly
understood, intended and covenanted by the taker and holder of every Security of
such series with every other such taker and holder and the Trustee,  that no one
or more holders of  Securities of such series shall have any right in any manner
whatsoever  by virtue or by  availing  of any  provision  of this  Indenture  to
affect,  disturb  or  prejudice  the  rights of the  holders  of any other  such
Securities,  or to obtain or seek to obtain  priority  over or preference to any
other such holder,  or to enforce any right under this Indenture,  except in the
manner  herein  provided  and for the equal,  ratable and common  benefit of all
holders of Securities  of series.  For the  protection  and  enforcement  of the
provisions of this Section,  each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

                  SECTION 5.05.  Proceedings by Trustee .

                  In case an Event of Default  occurs with respect to Securities
of any Series and is continuing,  the Trustee may in its  discretion  proceed to
protect  and  enforce  the  rights  vested  in  it by  this  Indenture  by  such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law

                                       35
<PAGE>

or by  proceeding  in  bankruptcy  or  otherwise,  whether for the  specific
enforcement  of any covenant or agreement  contained in this Indenture or in aid
of the exercise of any power granted in this Indenture,  or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

                  SECTION 5.06.  Remedies Cumulative and Continuing .

                  Except as otherwise  provided in Section 2.08,  all powers and
remedies  given by this  Article  Five to the Trustee or to the  Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other  powers and  remedies  available  to the Trustee or the holders of the
Securities,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise  established with respect to such series,  and no delay or omission of
the Trustee or of any holder of any of the  Securities  to exercise any right or
power  accruing upon any Event of Default  occurring and continuing as aforesaid
shall  impair any such right or power,  or shall be  construed to be a waiver of
any such default or an acquiescence  therein;  and, subject to the provisions of
Section 5.04, every power and remedy given by this Article Five or by law to the
Trustee or to the  Securityholders  may be exercised  from time to time,  and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.

                  SECTION 5.07.     Direction of Proceedings and Waiver
                                    of Defaults by Majority of Securityholders.

                  The holders of a majority in aggregate principal amount of the
Securities  of any or all  series  affected  (voting  as one  class) at the time
outstanding  shall  have the right to  direct  the  time,  method,  and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; provided, however, that (subject to
the  provisions  of Section 6.01) the Trustee shall have the right to decline to
follow any such  direction  if the Trustee  shall  determine  that the action so
directed  would be unjustly  prejudicial  to the holders not taking part in such
direction or if the Trustee being advised by counsel  determines that the action
or  proceeding  so directed  may not lawfully be taken or if the Trustee in good
faith by its board of  directors or trustees,  executive  committee,  or a trust
committee of directors or trustees and/or  Responsible  Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability.  Prior to any declaration  accelerating the maturity of any series of
the Securities,  or of all the Securities,  as the case may be, the holders of a
majority in aggregate  principal  amount of the Securities of that series at the
time  outstanding  may on behalf of the holders of all of the Securities of such
series  waive  any past  default  or  Event of  Default  including  any  default
estab-

                                       36
<PAGE>

lished  pursuant to Section 2.03 and its consequences  except a default (a)
in the  payment of  principal  of,  premium,  if any,  or interest on any of the
Securities,  (b) in respect of  covenants or  provisions  hereof which cannot be
modified or amended without the consent of the holder of each Security affected,
or (c) a default of the covenants contained in Section 3.06; provided,  however,
that if the Securities of such series are held by a Citicorp  Capital Trust or a
trustee of such trust,  such waiver or  modification to such waiver shall not be
effective  until the holders of a majority in  liquidation  preference  of Trust
Securities of the applicable Citicorp Capital Trust shall have consented to such
waiver or modification to such waiver;  provided further, that if the consent of
the Holder of each  outstanding  Security is required,  such waiver shall not be
effective until each holder of the Trust  Securities of the applicable  Citicorp
Capital  Trust shall have  consented to such waiver.  Upon any such waiver,  the
default  covered  thereby  shall be deemed to be cured for all  purposes of this
Indenture and the Company, the Trustee and the holders of the Securities of such
series  shall be  restored  to their  former  positions  and  rights  hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent  thereon.  Upon any such waiver the Company,  the
Trustee and the holders of the Securities of that series (or of all  Securities,
as the case may be) shall be  restored  to their  former  positions  and  rights
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other  default  or Event of  Default  or impair  any right  consequent  thereon.
Whenever  any  default or Event of Default  hereunder  shall have been waived as
permitted by this Section  5.07,  said default or Event of Default shall for all
purposes of the Securities of that series (or of all Securities, as the case may
be) and this Indenture be deemed to have been cured and to be not continuing.

                  SECTION 5.08.  Notice of Defaults .

                  The Trustee  shall,  within 90 days after the  occurrence of a
default  with   respect  to  the   Securities   of  any  series,   mail  to  all
Securityholders  of that  series,  as the names and  addresses  of such  holders
appear upon the Security  register,  notice of all defaults with respect to that
series known to the Trustee,  unless such defaults  shall have been cured before
the giving of such notice (the term  "defaults"  for the purpose of this Section
5.08 being hereby  defined to be the events  specified in clauses (a), (b), (c),
(d),  (e) and (f) of Section  5.01,  not  including  periods  of grace,  if any,
provided for therein, and irrespective of the giving of written notice specified
in clause (c) of Section 5.01); and provided that, except in the case of default
in the payment of the principal of,  premium,  if any, or interest on any of the
Securities of such series,  the Trustee shall be protected in  withholding  such
notice if and so long as the board of directors,  the executive committee,  or a
trust committee of directors

                                       37
<PAGE>

and/or Responsible  Officers of the Trustee in good
faith  determines that the withholding of such notice is in the interests of the
Securityholders  of such series;  and provided further,  that in the case of any
default  of the  character  specified  in  Section  5.01(c)  no such  notice  to
Securityholders  of such series  shall be given until at least 60 days after the
occurrence thereof but shall be given within 90 days after such occurrence.

                  SECTION 5.09.  Undertaking to Pay Costs .

                  All parties to this  Indenture  agree,  and each holder of any
Security by his  acceptance  thereof  shall be deemed to have  agreed,  that any
court may in its  discretion  require,  in any suit for the  enforcement  of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action  taken or omitted by it as Trustee,  the filing by any party  litigant in
such suit of an  undertaking  to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs,  including reasonable  attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the  provisions of this Section 5.09 shall not apply to any suit  instituted
by the  Trustee,  to any  suit  instituted  by any  Securityholder,  or group of
Securityholders  of any  series,  holding  in the  aggregate  more  than  10% in
principal  amount of the Securities of that series  outstanding,  or to any suit
instituted  by any  Securityholder  for the  enforcement  of the  payment of the
principal  of (or  premium,  if any) or  interest  on any  Security  against the
Company on or after the same shall have become due and payable.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

                  SECTION 6.01.  Duties and Responsibilities of Trustee .

                  With respect to the holders of any series of Securities issued
hereunder,  the  Trustee,  prior to the  occurrence  of an Event of Default with
respect  to  securities  of that  series  and after the curing or waiving of all
Events of Default  which may have  occurred,  with respect to securities of that
series,  undertakes  to  perform  such  duties  and  only  such  duties  as  are
specifically  set  forth in this  Indenture.  In case an Event of  Default  with
respect to the Securities of a series has occurred  (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture,  and use the same degree of care and skill in their exercise, as
a prudent man would  exercise or use under the  circumstances  in the conduct of
his own affairs.

                                       38
<PAGE>

                  No provision of this  Indenture  shall be construed to relieve
the Trustee from  liability  for its own  negligent  action,  its own  negligent
failure to act or its own willful misconduct, except that

                                    (a) prior to the  occurrence  of an Event of
                           Default  with respect to  Securities  of a series and
                           after the  curing or waiving of all Events of Default
                           with respect to that series which may have occurred

                                                     (1)    the    duties    and
                                    obligations  of the Trustee  with respect to
                                    Securities  of a series shall be  determined
                                    solely  by the  express  provisions  of this
                                    Indenture,  and  the  Trustee  shall  not be
                                    liable  except for the  performance  of such
                                    duties and obligations  with respect to such
                                    series as are specifically set forth in this
                                    Indenture,   and  no  implied  covenants  or
                                    obligations   shall   be  read   into   this
                                    Indenture against the Trustee; and

                                                     (2) in the  absence  of bad
                                    faith  on  the  part  of  the  Trustee,  the
                                    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
                                    Trustee and  conforming to the  requirements
                                    of this  Indenture;  but, in the case of any
                                    such  certificates  or opinions which by any
                                    provision hereof are  specifically  required
                                    to be furnished to the Trustee,  the Trustee
                                    shall be under a duty to examine the same to
                                    determine whether or not they conform to the
                                    requirements of this Indenture;

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

                                    (c) the  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   Securityholders   pursuant  to  Section   5.07,
                           relating to the time,  method and place of conducting
                           any  proceeding  for  any  remedy  available  to  the
                           Trustee,  or exercising any trust or power  conferred
                           upon the Trustee, under this Indenture.

                                       39
<PAGE>

                  None  of the  provisions  contained  in this  Indenture  shall
require the 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 there is reasonable ground for believing that
the repayment of such funds or liability is not  reasonably  assured to it under
the terms of this  Indenture  or  adequate  indemnity  against  such risk is not
reasonably assured to it.

                  SECTION 6.02.  Reliance on Documents, Opinions, etc.

                  Except as otherwise provided in Section 6.01:

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

                                    (b) any request,  direction, order or demand
                           of the Company mentioned herein shall be sufficiently
                           evidenced by an Officers'  Certificate  (unless other
                           evidence  in respect  thereof be herein  specifically
                           prescribed);   and  any  Board   Resolution   may  be
                           evidenced to the Trustee by a copy thereof  certified
                           by the  Secretary  or an  Assistant  Secretary of the
                           Company;

                                    (c) the Trustee may consult  with counsel of
                           its  selection  and any  advice or Opinion of Counsel
                           shall  be  full  and   complete   authorization   and
                           protection in respect of any action taken or suffered
                           omitted  by  it   hereunder  in  good  faith  and  in
                           accordance with such advice or Opinion of Counsel;

                                    (d) the Trustee shall be under no obligation
                           to exercise any of the rights or powers  vested in it
                           by this Indenture at the request,  order or direction
                           of  any  of  the  Securityholders,  pursuant  to  the
                           provisions   of   this    Indenture,    unless   such
                           Securityholders  shall have  offered  to the  Trustee
                           reasonable  security or indemnity  against the costs,
                           expenses  and  liabilities   which  may  be  incurred
                           therein or thereby;

                                    (e) the Trustee  shall not be liable for any
                           action  taken  or  omitted  by it in good  faith  and
                           believed  by  it  to  be  authorized  or  within  the
                           discretion or rights or powers  conferred  upon it by
                           this  Indenture;   nothing  contained  herein  shall,
                           however,

                                       40
<PAGE>

                           relieve the Trustee of the obligation,  upon
                           the occurrence of an Event of Default with respect to
                           a series of the  Securities  (that has not been cured
                           or waived) to exercise  with respect to Securities of
                           that series  such of the rights and powers  vested in
                           it by this  Indenture,  and to use the same degree of
                           care and skill in their  exercise,  as a prudent  man
                           would exercise or use under the  circumstances in the
                           conduct of his own affairs;

                                    (f) the  Trustee  shall not be bound to make
                           any investigation into the facts or matters stated in
                           any resolution,  certificate,  statement, instrument,
                           opinion,  report, notice,  request,  consent,  order,
                           approval,  bond, debenture,  coupon or other paper or
                           document, unless requested in writing to do so by the
                           holders  of not less  than a  majority  in  principal
                           amount of the  outstanding  Securities  of the series
                           affected  thereby;  provided,  however,  that  if the
                           payment  within a  reasonable  time to the Trustee of
                           the  costs,  expenses  or  liabilities  likely  to be
                           incurred  by it in the  making of such  investigation
                           is, in the  opinion of the  Trustee,  not  reasonably
                           assured to the Trustee by the security afforded to it
                           by the  terms  of this  Indenture,  the  Trustee  may
                           require reasonable  indemnity against such expense or
                           liability as a condition to so proceeding; and

                                    (g)  the  Trustee  may  execute  any  of the
                           trusts or powers  hereunder  or  perform  any  duties
                           hereunder  either  directly  or by or through  agents
                           (including  any  Authenticating  Agent) or attorneys,
                           and the  Trustee  shall  not be  responsible  for any
                           misconduct  or  negligence  on the  part of any  such
                           agent or attorney appointed by it with due care.

                  SECTION 6.03.  No Responsibility for Recitals, etc.

                  The recitals contained herein and in the Securities (except in
the certificate of  authentication of the Trustee or the  Authenticating  Agent)
shall  be  taken  as the  statements  of the  Company  and the  Trustee  and the
Authenticating  Agent assume no responsibility  for the correctness of the same.
The  Trustee  and the  Authenticating  Agent make no  representations  as to the
validity or sufficiency of this Indenture or of the Securities.  The Trustee and
the Authenticating  Agent shall not be accountable for the use or application by
the Company of any  Securities or the proceeds of any  Securities  authenticated
and delivered by the Trustee or the Authenticating  Agent in conformity with the
provisions of this Indenture.

                                       41
<PAGE>

                  SECTION 6.04.  Trustee, Authenticating Agent, Paying Agents,
                                 Transfer Agents or Registrar May Own Securities
                                            .

                  The Trustee or any Authenticating Agent or any paying agent or
any transfer  agent or any Security  registrar,  in its  individual or any other
capacity,  may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee,  Authenticating Agent, paying agent, transfer
agent or Security registrar.

                  SECTION 6.05.  Moneys to be Held in Trust.

                  Subject  to  the  provisions  of  Section  11.04,  all  moneys
received  by the  Trustee or any paying  agent  shall,  until used or applied as
herein provided,  be held in trust for the purpose for which they were received,
but need not be  segregated  from other funds  except to the extent  required by
law. The Trustee and any paying  agent shall be under no liability  for interest
on any money received by it hereunder except as otherwise agreed in writing with
the  Company.  So long  as no  Event  of  Default  shall  have  occurred  and be
continuing,  all interest  allowed on any such moneys shall be paid from time to
time upon the written order of the Company,  signed by the Chairman of the Board
of Directors, the President or a Vice President or the Treasurer or an Assistant
Treasurer of the Company.

                  SECTION 6.06.  Compensation and Expenses of Trustee.

                  The Company  covenants  and agrees to pay to the Trustee  from
time to time, and the Trustee shall be entitled to, such  compensation  as shall
be agreed to in writing  between the Company and the Trustee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express  trust),  and the Company  will pay or  reimburse  the Trustee  upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the  Trustee  in  accordance  with any of the  provisions  of this  Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement  or  advance  as may arise from its  negligence  or bad faith.  The
Company  also  covenants  to  indemnify  each of the Trustee or any  predecessor
Trustee (and its officers,  agents, directors and employees) for, and to hold it
harmless  against,  any  and all  loss,  damage,  claim,  liability  or  expense
including  taxes (other than taxes based on the income of the Trustee)  incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the
costs and  expenses of  defending  itself  against any claim of liability in the
premises.  The  obligations of the Company under this Section 6.06 to compensate
and  indemnify  the Trustee and to pay or  reimburse  the 

                                       42
<PAGE>

Trustee for  expenses,
disbursements and advances shall constitute additional  indebtedness  hereunder.
Such  additional  indebtedness  shall be  secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except  funds  held in  trust  for the  benefit  of the  holders  of  particular
Securities.

                  When the  Trustee  incurs  expenses  or  renders  services  in
connection  with an Event of  Default  specified  in  Section  5.01(d),  Section
5.01(e) or Section 5.01(f),  the expenses  (including the reasonable charges and
expenses of its counsel) and the  compensation  for the services are intended to
constitute  expenses of  administration  under any  applicable  federal or state
bankruptcy, insolvency or other similar law.

                  The  provisions of this Section shall survive the  termination
of this Indenture.

                  SECTION 6.07.  Officers' Certificate as Evidence .

                  Except  as  otherwise  provided  in  Sections  6.01 and  6.02,
whenever in the  administration  of the provisions of this Indenture the Trustee
shall deem it  necessary  or  desirable  that a matter be proved or  established
prior to taking or omitting  any action  hereunder,  such matter  (unless  other
evidence  in respect  thereof be herein  specifically  prescribed)  may,  in the
absence of negligence  or bad faith on the part of the Trustee,  be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate,  in the absence of negligence or bad faith on the
part of the  Trustee,  shall be full warrant to the Trustee for any action taken
or omitted by it under the provisions of this Indenture upon the faith thereof.

                  SECTION 6.08.  Conflicting Interest of Trustee .

                  If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture, the Trustee and the
Company shall in all respects  comply with the  provisions of Section  310(b) of
the Trust Indenture Act.

                  SECTION 6.09.  Eligibility of Trustee .

                  The  Trustee  hereunder  shall at all  times 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 other Person  permitted to act as trustee by the Commission  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,  territo-

                                       43
<PAGE>

rial,  or District of
Columbia authority.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining  authority,  then for the  purposes of this  Section 6.09 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.

                  The Company may not, nor may any Person directly or indirectly
controlling,  controlled by, or under common control with the Company,  serve as
Trustee.

                  In case at any time the Trustee  shall cease to be eligible in
accordance  with the  provisions of this Section 6.09,  the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

                  SECTION 6.10.  Resignation or Removal of Trustee .

                  (a)    The Trustee,  or any trustee or trustees
                         hereafter  appointed,  may at any  time  resign  with
                         respect to one or more or all series of Securities by
                         giving  written  notice  of such  resignation  to the
                         Company and by mailing  notice thereof to the holders
                         of the  applicable  series  of  Securities  at  their
                         addresses  as  they  shall  appear  on  the  Security
                         register.  Upon receiving such notice of resignation,
                         the  Company  shall  promptly   appoint  a  successor
                         trustee or trustees  with  respect to the  applicable
                         series by written instrument, in duplicate,  executed
                         by order of its Board of Directors, one copy of which
                         instrument   shall  be  delivered  to  the  resigning
                         Trustee and one copy to the successor trustee.  If no
                         successor  trustee shall have been so appointed  with
                         respect to any series of Securities and have accepted
                         appointment  within 30 days after the mailing of such
                         notice    of     resignation    to    the    affected
                         Securityholders,  the resigning  Trustee may petition
                         any   court  of   competent   jurisdiction   for  the
                         appointment   of  a   successor   trustee,   or   any
                         Securityholder  who has been a bona fide  holder of a
                         Security or Securities of the  applicable  series for
                         at least 6 months may,  subject to the  provisions of
                         Section  5.09,  on behalf of  himself  and all others
                         similarly  situated,  petition any such court for the
                         appointment  of a successor  trustee.  Such court may
                         thereupon,  after such notice, if any, as it may deem
                         proper and prescribe, appoint a successor trustee.

                  (b)    In case at any time any of the following shall occur --

                                       44
<PAGE>

                              (1)   the Trustee shall fail to comply with the
                                    provisions of subsection (a) of Section 6.08
                                    after  written   request   therefor  by  the
                                    Company  or by any  Securityholder  who  has
                                    been a bona  fide  holder of a  Security  or
                                    Securities for at least six months, or

                              (2)   the Trustee shall cease
                                    to  be  eligible  in  accordance   with  the
                                    provisions of Section 6.09 and shall fail to
                                    resign after written request therefor by the
                                    Company or by any such Securityholder, or

                               (3)  the  Trustee  shall  become  incapable   of
                                    acting, or shall be adjudged a bankrupt   or
                                    insolvent,  or  a   receiver of the  Trustee
                                    or of its  property     shall be  appointed,
                                    or any public  officer    shall take  charge
                                    or        control         of  the    Trustee
                                    or  of  its  property  or  affairs  for  the
                                    purpose of  rehabilitation,  conservation or
                                    liquidation,  then,  in any such  case,  the
                                    Company may remove the Trustee and appoint a
                                    successor trustee by written instrument,  in
                                    duplicate, executed by order of the Board of
                                    Directors,  one  copy  of  which  instrument
                                    shall be delivered to the Trustee so removed
                                    and one copy to the successor  trustee,  or,
                                    subject to the  provisions  of Section 5.09,
                                    any  Securityholder who has been a bona fide
                                    holder of a Security  or  Securities  of the
                                    applicable  series  for at least six  months
                                    may,  on behalf of  himself  and all  others
                                    similarly  situated,  petition  any court of
                                    competent  jurisdiction  for the  removal of
                                    the  Trustee  and  the   appointment   of  a
                                    successor trustee. Such court may thereupon,
                                    after such  notice,  if any,  as it may deem
                                    proper and prescribe, remove the Trustee and
                                    appoint a successor trustee.

                       (c) The holders of a majority  in  aggregate
                           principal  amount of the  Securities of any series at
                           the  time  outstanding  may at any  time  remove  the
                           Trustee  with  respect to such series and  nominate a
                           successor  trustee  with  respect  to the  applicable
                           series of Securities  or all series,  as the case may
                           be,  which  shall be deemed  appointed  as  successor
                           trustee with respect to the applicable  series unless
                           within 10 days  after  such  nomination  the  Company
                           objects thereto, in which case the Trustee so removed
                           or any Securityholder of the applicable series,  upon
                           the  terms  and   conditions   and  other-

                                       45
<PAGE>

                           wise  as  in
                           subsection  (a) of this  Section 6.10  provided,  may
                           petition any court of competent  jurisdiction  for an
                           appointment  of a successor  trustee  with respect to
                           such series.

                      (d)  Any   resignation  or  removal  of  the
                           Trustee  and  appointment  of  a  successor   trustee
                           pursuant  to any of the  provisions  of this  Section
                           6.10  shall  become   effective  upon  acceptance  of
                           appointment  by the successor  trustee as provided in
                           Section 6.11.

                  SECTION 6.11.  Acceptance by Successor Trustee .

                  Any  successor  trustee  appointed as provided in Section 6.10
shall  execute,  acknowledge  and deliver to the Company and to its  predecessor
trustee an instrument  accepting such appointment  hereunder,  and thereupon the
resignation  or  removal  of the  retiring  trustee  with  respect to all or any
applicable series shall become effective and such successor trustee, without any
further  act,  deed or  conveyance,  shall  become  vested  with all the rights,
powers,  duties and  obligations  with respect to such series of its predecessor
hereunder,  with like  effect as if  originally  named as trustee  herein;  but,
nevertheless, on the written request of the Company or of the successor trustee,
the  trustee  ceasing to act shall,  upon  payment  of any  amounts  then due it
pursuant to the  provisions of Section  6.06,  execute and deliver an instrument
transferring to such successor  trustee all the rights and powers of the trustee
so ceasing to act and shall duly assign,  transfer and deliver to such successor
trustee all property and money held by such retiring  trustee  thereunder.  Upon
request of any such  successor  trustee,  the Company  shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor  trustee all such rights and powers.  Any trustee  ceasing to act
shall, nevertheless,  retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the  provisions of
Section 6.06.

                  If a  successor  trustee  is  appointed  with  respect  to the
Securities  of one or more  (but not all)  series,  the  Company,  the  retiring
trustee  and each  successor  trustee  with  respect  to the  Securities  of any
applicable  series shall  execute and deliver an indenture  supplemental  hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights,  powers,  trusts and duties of the retiring trustee
with respect to the Securities of any series as to which the predecessor trustee
is not retiring  shall  continue to be vested in the  predecessor  trustee,  and
shall add to or  change  any of the  provisions  of this  Indenture  as shall be
necessary  to  provide  for or  facilitate  the  administration  of the  trustee
hereunder by more than one trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such trustees co-

                                       46
<PAGE>

trustees of the
same  trust and that each such  trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such trustee.

                  No successor  trustee shall accept  appointment as provided in
this Section 6.11 unless at the time of such acceptance  such successor  trustee
shall be qualified  under the  provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

                  Upon  acceptance  of  appointment  by a  successor  trustee as
provided in this Section 6.11,  the Company shall mail notice of the  succession
of such trustee  hereunder to the holders of Securities of any applicable series
at their addresses as they shall appear on the Security register. If the Company
fails to mail such notice within 10 days after the  acceptance of appointment by
the  successor  trustee,  the  successor  trustee  shall cause such notice to be
mailed at the expense of the Company.

                  SECTION 6.12.  Succession by Merger, etc.

                  Any  corporation  into  which  the  Trustee  may be  merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion  or  consolidation  to which the Trustee shall be a
party,  or  any  corporation  succeeding  to  all  or  substantially  all of the
corporate  trust business of the Trustee,  shall be the successor of the Trustee
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                  In  case at the  time  such  successor  to the  Trustee  shall
succeed to the trusts  created by this  Indenture  any of the  Securities of any
series shall have been  authenticated  but not delivered,  any such successor to
the Trustee  may adopt the  certificate  of  authentication  of any  predecessor
trustee, and deliver such Securities so authenticated;  and in case at that time
any of the  Securities  of any  series  shall not have been  authenticated,  any
successor to the Trustee may authenticate  such Securities either in the name of
any predecessor  hereunder or in the name of the successor  trustee;  and in all
such cases such  certificates  shall have the full force which it is anywhere in
the Securities of such series or in this Indenture provided that the certificate
of the  Trustee  shall  have;  provided,  however,  that the  right to adopt the
certificate  of  authentication  of  any  predecessor  Trustee  or  authenticate
Securities of any series in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

                                       47
<PAGE>

                  SECTION 6.13.     Limitation on Rights of Trustee as a
                                    Creditor.

                  The Trustee  shall  comply with  Section  3.11(a) of the Trust
Indenture Act, excluding any creditor relationship  described in Section 3.11(b)
of the Trust  Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section  3.11(a) of the Trust  Indenture  Act to the extent  included
therein.

                  SECTION 6.14.  Authenticating Agents .

                  There may be 1 or more Authenticating  Agents appointed by the
Trustee  upon the  request  of the  Company  with power to act on its behalf and
subject to its direction in the authentication and delivery of Securities of any
series  issued upon  exchange  or  transfer  thereof as fully to all intents and
purposes as though any such Authenticating  Agent had been expressly  authorized
to  authenticate  and deliver  Securities  of such  series;  provided,  that the
Trustee  shall have no liability to the Company for any acts or omissions of the
Authenticating  Agent  with  respect  to  the  authentication  and  delivery  of
Securities of any series. Any such Authenticating  Agent shall at all times be a
corporation  organized and doing business under the laws of the United States or
of any state or  territory  thereof or of the  District of  Columbia  authorized
under such laws to act as  Authenticating  Agent,  having a combined capital and
surplus of at least  $5,000,000  and being 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
the  requirements of such authority,  then for the purposes of this Section 6.14
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.  If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section,  it shall resign  immediately
in the manner and with the effect herein specified in this Section.

                  Any  corporation  into which any  Authenticating  Agent may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting   from  any  merger,   consolidation   or   conversion  to  which  any
Authenticating  Agent shall be a party,  or any  corporation  succeeding  to the
corporate trust business of any Authenticating  Agent, shall be the successor of
such Authenticating Agent hereunder,  if such successor corporation is otherwise
eligible under this Section 6.14 without the execution or filing of any paper or
any further act on the part of the parties hereto or such Authenticating Agent.

                  Any  Authenticating  Agent may at any time resign with respect
to one or  more  or all  series  of  Securities  by  giving

                                       48
<PAGE>

written  notice  of
resignation  to the  Trustee  and to the  Company.  The  Trustee may at any time
terminate the agency of any Authenticating  Agent with respect to one or more or
all  series of  Securities  by giving  written  notice  of  termination  to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a   termination,   or  in  case  at  any  time  any
Authenticating  Agent shall cease to be eligible  under this Section  6.14,  the
Trustee  may,  and upon the request of the  Company  shall,  promptly  appoint a
successor  Authenticating  Agent with respect to the applicable  series eligible
under this Section 6.14,  shall give written  notice of such  appointment to the
Company  and  shall  mail  notice  of such  appointment  to all  holders  of the
applicable  series of  Securities  as the names and  addresses  of such  holders
appear on the Security register. Any successor Authenticating Agent with respect
to all or any series upon acceptance of its  appointment  hereunder shall become
vested with all rights, powers, duties and responsibilities with respect to such
series of its predecessor hereunder,  with like effect as if originally named as
Authenticating Agent herein.

                  The  Company  agrees to pay to any  Authenticating  Agent from
time to time reasonable  compensation for its services. Any Authenticating Agent
shall have no  responsibility or liability for any action taken by it as such in
accordance with the directions of the Trustee.

                                   ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

                  SECTION 7.01.  Action by Securityholders .

                  Whenever in this  Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Securities of any or
all series may take any action  (including  the making of any demand or request,
the giving of any notice,  consent or waiver or the taking of any other  action)
the fact  that at the  time of  taking  any  such  action  the  holders  of such
specified  percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments  of similar tenor executed by such  Securityholders
in person or by agent or proxy  appointed  in  writing,  or (b) by the record of
such  holders  of  Securities  voting in favor  thereof  at any  meeting of such
Securityholders  duly  called  and held in  accordance  with the  provisions  of
Article Eight, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

                  If the Company shall solicit from the  Securityholders  of any
series any request, demand, authorization, direction, notice, consent, waiver or
other  action,  the Company  may, at its option,  as  evidenced  by an Officers'
Certificate,  fix in advance

                                       49
<PAGE>

a record date for such series for the determination
of  Securityholders  entitled  to  give  such  request,  demand,  authorization,
direction,  notice,  consent, waiver or other action, but the Company shall have
no  obligation to do so. If such a record date is fixed,  such request,  demand,
authorization,  direction,  notice, consent, waiver or other action may be given
before or after the record date, but only the  Securityholders  of record at the
close of business on the record date shall be deemed to be  Securityholders  for
the purposes of determining whether  Securityholders of the requisite proportion
of Outstanding  Securities of that series have authorized or agreed or consented
to such request, demand,  authorization,  direction,  notice, consent, waiver or
other  action,  and for that purpose the  Outstanding  Securities of that series
shall  be  computed  as of the  record  date;  provided,  however,  that no such
authorization,  agreement or consent by such  Securityholders on the record date
shall be deemed  effective  unless it shall  become  effective  pursuant  to the
provisions of this Indenture not later than six months after the record date.

                  SECTION 7.02.  Proof of Execution by Securityholders .

                  Subject  to the  provisions  of Section  6.01,  6.02 and 8.05,
proof of the  execution of any  instrument by a  Securityholder  or his agent or
proxy shall be sufficient if made in accordance with such  reasonable  rules and
regulations  as may be  prescribed  by the Trustee or in such manner as shall be
satisfactory to the Trustee.  The ownership of Securities shall be proved by the
Security register or by a certificate of the Security registrar. The Trustee may
require such  additional  proof of any matter  referred to in this Section as it
shall deem necessary.

                  The record of any Securityholders'  meeting shall be proved in
the manner provided in Section 8.06.

                  SECTION 7.03.  Who Are Deemed Absolute Owners .

                  Prior to due presentment  for  registration of transfer of any
Security,  the Company, the Trustee, any Authenticating Agent, any paying agent,
any transfer agent and any Security  registrar may deem the person in whose name
such  Security  shall be  registered  upon the Security  register to be, and may
treat him as, the absolute owner of such Security  (whether or not such Security
shall be overdue) for the purpose of  receiving  payment of or on account of the
principal of,  premium,  if any, and interest on such Security and for all other
purposes;  and neither the Company nor the Trustee nor any Authenticating  Agent
nor any paying agent nor any transfer agent nor any Security  registrar shall be
affected by any notice to the contrary.  All such payments so made to any holder
for the time being or upon his order  shall be valid,  and, to the extent of the
sum or sums so

                                       50
<PAGE>

paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

                  SECTION 7.04.   Securities Owned by Company Deemed
                                  Not Outstanding .

                  In determining  whether the holders of the requisite aggregate
principal  amount of  Securities  have  concurred in any  direction,  consent or
waiver under this  Indenture,  Securities  which are owned by the Company or any
other  obligor  on  the  Securities  or by any  person  directly  or  indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Securities  shall be disregarded  and deemed
not to be outstanding for the purpose of any such  determination;  provided that
for the  purposes  of  determining  whether the Trustee  shall be  protected  in
relying on any such  direction,  consent or waiver,  only  Securities  which the
Trustee actually knows are so owned shall be so disregarded. Securities so owned
which have been  pledged in good faith may be  regarded as  outstanding  for the
purposes of this Section 7.04 if the pledgee shall establish to the satisfaction
of the Trustee the pledgee's  right to vote such Securities and that the pledgee
is not the Company or any such other  obligor or person  directly or  indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other  obligor.  In the case of a dispute as to such  right,
any  decision  by the  Trustee  taken upon the  advice of counsel  shall be full
protection to the Trustee.

                  SECTION 7.05.  Revocation of Consents; Future Holders Bound.

                  At any time  prior to (but not after)  the  evidencing  to the
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the  percentage in aggregate  principal  amount of the Security  specified in
this Indenture in connection with such action,  any holder of a Security (or any
Security  issued in whole or in part in exchange or  substitution  therefor) the
serial number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its  principal  office and upon proof of holding as provided
in Section 7.02,  revoke such action so far as concerns such Security (or so far
as concerns the principal  amount  represented  by any exchanged or  substituted
Security).  Except  as  aforesaid  any such  action  taken by the  holder of any
Security  shall be  conclusive  and binding upon such holder and upon all future
holders and owners of such Security,  and of any Security  issued in exchange or
substitution  therefor,  irrespective  of whether or not any  notation in regard
thereto  is made upon such  Security  or any  Security  issued  in  exchange  or
substitution therefor.

                                       51
<PAGE>

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

                  SECTION 8.01.  Purposes of Meetings .

                  A  meeting  of  Securityholders  of any or all  series  may be
called  at any time and from time to time  pursuant  to the  provisions  of this
Article Eight for any of the following purposes:

                                    (a) to give any notice to the  Company or to
                           the  Trustee,  or  to  give  any  directions  to  the
                           Trustee,  or to consent to the waiving of any default
                           hereunder and its consequences,  or to take any other
                           action  authorized  to be  taken  by  Securityholders
                           pursuant to any of the provisions of Article Five;

                                    (b) to remove the Trustee and nominate a
                           successor trustee pursuant  to  the  provisions    of
                           Article Six;

                                    (c) to consent to the execution of an 
                           indenture or indentures supplemental hereto pursuant 
                           to the provisions of Section 9.02; or

                                    (d) to take any other action  authorized  to
                           be  taken  by or on  behalf  of  the  holders  of any
                           specified   aggregate   principal   amount   of  such
                           Securities   under  any  other   provision   of  this
                           Indenture or under applicable law.

                  SECTION 8.02.  Call of Meetings by Trustee .

                  The Trustee may at any time call a meeting of  Securityholders
of any or all series to take any action specified in Section 8.01, to be held at
such time and at such place in the Borough of  Manhattan,  The City of New York,
as the Trustee shall determine.  Notice of every meeting of the  Securityholders
of any or all series,  setting  forth the time and the place of such meeting and
in  general  terms the action  proposed  to be taken at such  meeting,  shall be
mailed to holders of  Securities of each series  affected at their  addresses as
they shall  appear on the  Securities  of each series  affected  register.  Such
notice shall be mailed not less than 20 nor more than 180 days prior to the date
fixed for the meeting.

                  SECTION 8.03.  Call of Meetings by Company or
                                 Securityholders.

                  In case at any time the Company  pursuant to a  resolution  of
the Board of  Directors,  or the holders of at least 10% in aggregate  principal
amount  of the  Securities  of any or all

                                       52
<PAGE>

series,  as the  case  may  be,  then
outstanding,   shall  have   requested   the   Trustee  to  call  a  meeting  of
Securityholders  of any or all  series,  as the case may be, by written  request
setting  forth in  reasonable  detail  the  action  proposed  to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request,  then the Company or such Securityholders
may  determine  the time and the place in said  Borough  of  Manhattan  for such
meeting and may call such meeting to take any action authorized in Section 8.01,
by mailing notice thereof as provided in Section 8.02.

                  SECTION 8.04.  Qualifications for Voting.

                  To be  entitled to vote at any  meeting of  Securityholders  a
person shall (a) be a holder of one or more Securities with respect to which the
meeting is being held or (b) a person  appointed by an  instrument in writing as
proxy by a holder of one or more such Securities.  The only persons who shall be
entitled  to be present or to speak at any meeting of  Securityholders  shall be
the  persons  entitled  to  vote at  such  meeting  and  their  counsel  and any
representatives  of the Trustee and its counsel and any  representatives  of the
Company and its counsel.

                  SECTION 8.05.  Regulations.

                  Notwithstanding  any other  provisions of this Indenture,  the
Trustee may make such  reasonable  regulations  as it may deem advisable for any
meeting of Securityholders,  in regard to proof of the holding of Securities and
of the  appointment of proxies,  and in regard to the  appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other  evidence  of the right to vote,  and such other  matters  concerning  the
conduct of the meeting as it shall think fit.

                  The Trustee  shall,  by an  instrument  in writing,  appoint a
temporary chairman of the meeting,  unless the meeting shall have been called by
the Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

                  Subject to the provisions of Section 7.04, at any meeting each
holder of  Securities  with respect to which such meeting is being held or proxy
therefor shall be entitled to one vote for each $1,000  principal amount (in the
case  of  Original  Issue  Discount  Securities,  such  principal  amount  to be
determined as provided in the definition  "outstanding")  of Securities  held or
represented by him; provided,  however, that no vote shall be cast or counted at
any meeting in respect of any Security  chal-

                                       53
<PAGE>

lenged as not  outstanding and ruled
by the  chairman  of the  meeting to be not  outstanding.  The  chairman  of the
meeting shall have no right to vote other than by virtue of  Securities  held by
him or instruments in writing as aforesaid duly designating him as the person to
vote on behalf of other  Securityholders.  Any meeting of  Securityholders  duly
called  pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from
time to time by a  majority  of those  present,  whether or not  constituting  a
quorum, and the meeting may be held as so adjourned without further notice.

                  SECTION 8.06.  Voting.

                  The vote  upon any  resolution  submitted  to any  meeting  of
holders of Securities  with respect to which such meeting is being held shall be
by written  ballots on which shall be subscribed  the signatures of such holders
or of their  representatives  by proxy and the  serial  number or numbers of the
Securities  held or represented  by them. The permanent  chairman of the meeting
shall  appoint  two  inspectors  of votes who shall  count all votes cast at the
meeting  for or  against  any  resolution  and who shall  make and file with the
secretary of the meeting  their  verified  written  reports in triplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and  affidavits by one or more persons
having  knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 8.02.  The record
shall show the serial  numbers of the  Securities  voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the
permanent  chairman and secretary of the meeting and one of the duplicates shall
be  delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.01. Supplemental Indentures without
                                Consent of Securityholders.

                  The Company,  when  authorized by a resolution of the Board of
Directors,  and the  Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  (which  shall  conform  to  the
provisions of the Trust

                                       54
<PAGE>

Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

                                    (a) to evidence  the  succession  of another
                           corporation    to   the   Company,    or   successive
                           successions,  and  the  assumption  by the  successor
                           corporation   of  the   covenants,   agreements   and
                           obligations  of the  Company  pursuant to Article Ten
                           hereof;

                                    (b) to add to the  covenants  of the Company
                           such further  covenants,  restrictions  or conditions
                           for  the  protection  of  the  holders  of all or any
                           series of Securities (and if such covenants are to be
                           for the benefit of less than all series of Securities
                           stating  that  such  covenants  are  expressly  being
                           included for the benefit of such series) as the Board
                           of Directors and the Trustee shall consider to be for
                           the protection of the holders of such Securities, and
                           to  make  the  occurrence,   or  the  occurrence  and
                           continuance,  of a default in any of such  additional
                           covenants, restrictions or conditions a default or an
                           Event of Default permitting the enforcement of all or
                           any  of  the  several   remedies   provided  in  this
                           Indenture  as herein  set forth;  provided,  however,
                           that in  respect  of any  such  additional  covenant,
                           restriction or condition such supplemental  indenture
                           may  provide for a  particular  period of grace after
                           default  (which  period may be shorter or longer than
                           that  allowed in the case of other  defaults)  or may
                           provide  for  an  immediate   enforcement  upon  such
                           default or may limit the  remedies  available  to the
                           Trustee upon such default;

                                    (c) to provide for the  issuance  under this
                           Indenture  of  Securities  in coupon form  (including
                           Securities  registrable as to principal  only) and to
                           provide for  exchangeability  of such Securities with
                           the Securities  issued  hereunder in fully registered
                           form and to make  all  appropriate  changes  for such
                           purpose;

                                    (d) to cure any  ambiguity  or to correct or
                           supplement any provision  contained  herein or in any
                           supplemental  indenture  which  may be  defective  or
                           inconsistent  with  any  other  provision   contained
                           herein or in any supplemental  indenture,  or to make
                           such  other   provisions  in  regard  to  matters  or
                           questions arising under this Indenture; provided that
                           any  such  action  shall  not  adversely  affect  the
                           interests of the holders of the Securities;

                                       55
<PAGE>

                                    (e) to add to,  delete  from,  or revise the
                           terms of  Securities  of any series as  permitted  by
                           Section 2.01 and 2.03, including, without limitation,
                           any  terms   relating  to  the  issuance,   exchange,
                           registration  or  transfer  of  Securities  issued in
                           whole  or in part in the  form of one or more  global
                           Securities and the payment of any principal  thereof,
                           or interest or premium, if any, thereon;

                                    (f)  to   evidence   and   provide  for  the
                           acceptance  of  appointment  hereunder by a successor
                           trustee with respect to the Securities of one or more
                           series and to add to or change any of the  provisions
                           of this  Indenture  as shall be  necessary to provide
                           for or facilitate  the  administration  of the trusts
                           hereunder by more than one  trustee,  pursuant to the
                           requirements of Section 6.11;

                                    (g)   to  make  any change  that does  not
                           adversely affect the rights of any  Securityholder in
                           any material respect; or

                                    (h)  to  provide  for  the  issuance  of and
                           establish  the form and terms and  conditions  of the
                           Securities  of any series,  to establish  the form of
                           any certifications  required to be furnished pursuant
                           to the  terms  of this  Indenture  or any  series  of
                           Securities, or to add to the rights of the holders of
                           any series of Securities.

                  The Trustee is hereby  authorized  to join with the Company in
the  execution  of  any  such  supplemental   indenture,  to  make  any  further
appropriate  agreements and stipulations  which may be therein  contained and to
accept the conveyance,  transfer and assignment of any property thereunder,  but
the Trustee shall not be obligated to, but may in its discretion, enter into any
such  supplemental  indenture which affects the Trustee's own rights,  duties or
immunities under this Indenture or otherwise.

                  Any  supplemental  indenture  authorized by the  provisions of
this  Section  9.01 may be executed  by the Company and the Trustee  without the
consent  of  the  holders  of any of the  Securities  at the  time  outstanding,
notwithstanding any of the provisions of Section 9.02.

                  SECTION 9.02.  Supplemental Indentures with Consent
                                 of Securityholders.

                  With the consent  (evidenced  as provided in Section  7.01) of
the holders of not less than a majority  in  aggregate  principal  amount of the
Securities at the time  outstanding of all series affected by such  supplemental
indenture  (voting  as a

                                       56
<PAGE>

class),  the  Company,  when  authorized  by  a  Board
Resolution,  and the Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  (which  shall  conform  to  the
provisions of the Trust  Indenture Act then in effect) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner
the  rights  of the  holders  of the  Securities  of each  series  so  affected;
provided, however, that no such supplemental indenture shall without the consent
of the holders of each security then outstanding and affected thereby (i) extend
the fixed  maturity of any Security of any series,  or reduce the rate or extend
the time of payment of interest thereon,  or reduce the principal amount thereof
or any premium  thereon,  or reduce any amount payable on redemption  thereof or
make the  principal  thereof or any interest or premium  thereon  payable in any
coin or  currency  other than that  provided  in the  Securities,  or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon an  acceleration  of the maturity  thereof  pursuant to Section
5.01 or the amount thereof  provable in bankruptcy  pursuant to Section 5.02, or
impair or affect the right of any  Securityholder  to institute suit for payment
thereof or the right of repayment,  if any, at the option of the holder, without
the  consent of the holder of each  Security  so  affected,  or (ii)  reduce the
aforesaid  percentage of Securities the holders of which are required to consent
to any such supplemental  indenture,  without the consent of the holders of each
Security then affected, provided, however, that if the Securities of such series
are  held  by a  Citicorp  Capital  Trust  or a  trustee  of  such  trust,  such
supplemental indenture shall not be effective until the holders of a majority in
liquidation  preference of Trust  Securities of the applicable  Trust shall have
consented to such supplemental indenture; provided, further, that if the consent
of the  Holder of each  outstanding  Security  is  required,  such  supplemental
indenture  shall not be effective  until each holder of the Trust  Securities of
the applicable  Citicorp Capital Trust shall have consented to such supplemental
indenture.

                  A  supplemental  indenture  which  changes or  eliminates  any
covenant or other  provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities,  or which
modifies  the rights of  Securityholders  of such  series  with  respect to such
covenant  or  provision,  shall be deemed not to affect  the  rights  under this
Indenture or the Securityholders of any other series.

                  Upon the  request of the  Company  accompanied  by a copy of a
resolution  of the Board of Directors  certified  by its  Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of  evidence  of the consent of  Securityholders  as
aforesaid,  the  Trustee  shall join with the Company in the  execution  of such


                                       57
<PAGE>

supplemental  indenture unless such supplemental indenture affects the Trustee's
own rights,  duties or immunities  under this  Indenture or otherwise,  in which
case the Trustee may in its  discretion,  but shall not be  obligated  to, enter
into such supplemental indenture.  The Trustee may receive an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant to this
Article  is  authorized  or  permitted  by, and  conforms  to, the terms of this
Article  and that it is proper  for the  Trustee  under the  provisions  of this
Article to join in the execution thereof.

                  Promptly after the execution by the Company and the Trustee of
any  supplemental  indenture  pursuant to the  provisions of this  Section,  the
Trustee shall transmit by mail, first class postage prepaid, a notice,  prepared
by  the  Company,   setting  forth  in  general  terms  the  substance  of  such
supplemental indenture, to the Securityholders of all series affected thereby as
their names and addresses appear upon the Security register.  Any failure of the
Trustee to mail such notice, or any defect therein,  shall not, however,  in any
way impair or affect the validity of any such supplemental indenture.

                  It  shall   not  be   necessary   for  the   consent   of  the
Securityholders  under this Section 9.02 to approve the  particular  form of any
proposed  supplemental  indenture,  but it shall be  sufficient  if such consent
shall approve the substance thereof.

                  SECTION 9.03.  Compliance with Trust Indenture Act;
                                 Effect of Supplemental Indentures.

                  Any supplemental indenture executed pursuant to the provisions
of this  Article  Nine shall  comply  with the Trust  Indenture  Act, as then in
effect.  Upon  the  execution  of any  supplemental  indenture  pursuant  to the
provisions of this Article  Nine,  this  Indenture  shall be and be deemed to be
modified  and  amended  in  accordance  therewith  and  the  respective  rights,
limitations of rights,  obligations,  duties and immunities under this Indenture
of the  Trustee,  the  Company  and the  holders of  Securities  of each  series
affected  thereby  shall  thereafter  be  determined,   exercised  and  enforced
hereunder  subject in all respects to such  modifications and amendments and all
the terms and  conditions  of any such  supplemental  indenture  shall be and be
deemed to be part of the terms and  conditions of this Indenture for any and all
purposes.

                  SECTION 9.04.  Notation on Securities.

                  Securities of any series authenticated and delivered after the
execution of any  supplemental  indenture  affecting such series pursuant to the
provisions  of this  Article  Nine may bear a notation  in form  approved by the
Trustee as to any matter  provided for in such  supplemental  indenture.  If the
Company or the

                                       58
<PAGE>

Trustee  shall so  determine,  new  Securities  of any series so
modified  as to  conform,  in the  opinion  of the  Trustee  and  the  Board  of
Directors,  to  any  modification  of  this  Indenture  contained  in  any  such
supplemental   indenture   may  be  prepared   and   executed  by  the  Company,
authenticated  by the  Trustee  or the  Authenticating  Agent and  delivered  in
exchange for the Securities of any series then outstanding.

                  SECTION 9.05.  Evidence of Compliance of
                                 Supplemental Indenture to be Furnished Trustee.

                  The Trustee,  subject to the  provisions  of Sections 6.01 and
6.02,  may  receive  an  Officers'  Certificate  and an  Opinion  of  Counsel as
conclusive  evidence that any supplemental  indenture  executed  pursuant hereto
complies with the requirements of this Article Nine.

                                    ARTICLE X

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

                  SECTION 10.01.  Company May Consolidate, etc., on
                                  Certain Terms.

                  Nothing   contained  in  this  Indenture  or  in  any  of  the
Securities shall prevent any consolidation or merger of the Company with or into
any other  corporation  or  corporations  (whether  or not  affiliated  with the
Company,  as the case may be), or successive  consolidations or mergers in which
the Company, as the case may be, or its successor or successors shall be a party
or parties, or shall prevent any sale, conveyance, transfer or other disposition
of the  property  of the  Company,  as the  case  may be,  or its  successor  or
successors  as an  entirety,  or  substantially  as an  entirety,  to any  other
corporation  (whether or not affiliated with the Company, as the case may be, or
its  successor  or  successors)  authorized  to acquire  and  operate  the same;
provided,  that  (a)  upon any such  consolidation,  merger,  sale,  conveyance,
transfer or other disposition,  the due and punctual payment of the principal of
(premium,  if any)  and  interest  on all of the  Securities  of all  series  in
accordance  with the terms of each series,  according to their tenor and the due
and punctual  performance  and observance of all the covenants and conditions of
this Indenture  with respect to each series or established  with respect to such
series  to be kept or  performed  by the  Company  as the case may be,  shall be
expressly  assumed,  by  supplemental  indenture  (which  shall  conform  to the
provisions of the Trust  Indenture Act, as then in effect)  satisfactory in form
to the Trustee  executed and  delivered  to the Trustee by the entity  formed by
such  consolidation,  or into which the Company,  as the case may be, shall have
been merged,  or by the entity which shall have acquired such property,  and (b)
after giving effect to such consolidation, merger, sale, conveyance, transfer or
other

                                       59
<PAGE>

disposition, no Event of Default shall have occurred and be continuing.

                  SECTION 10.02.  Successor Corporation to be
                                  Substituted for Company .

                  In case  of any  such  consolidation,  merger,  conveyance  or
transfer and upon the assumption by the successor  corporation,  by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee,  of the due and punctual  payment of the  principal of and premium,  if
any, and interest on all of the Securities and the due and punctual  performance
and  observance of all of the covenants and  conditions of this  Indenture to be
performed or observed by the Company,  such successor  corporation shall succeed
to and be  substituted  for the Company,  with the same effect as if it had been
named herein as the party of the first part, and the Company  thereupon shall be
relieved  of  any  further  liability  or  obligation   hereunder  or  upon  the
Securities. Such successor corporation thereupon may cause to be signed, and may
issue  either  in its own  name or in the  name of  Citicorp,  any or all of the
Securities  issuable  hereunder which  theretofore shall not have been signed by
the Company and delivered to the Trustee or the Authenticating  Agent; and, upon
the order of such  successor  corporation  instead of the Company and subject to
all the terms,  conditions and  limitations in this  Indenture  prescribed,  the
Trustee  or  the  Authenticating   Agent  shall  authenticate  and  deliver  any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee or the  Authenticating  Agent for  authentication,
and any Securities which such successor corporation thereafter shall cause to be
signed  and  delivered  to the  Trustee  or the  Authenticating  Agent  for that
purpose.  All the Securities so issued shall in all respects have the same legal
rank  and  benefit  under  this  Indenture  as  the  Securities  theretofore  or
thereafter  issued in accordance  with the terms of this Indenture as though all
of such Indentures had been issued at the date of the execution hereof.

                  SECTION 10.03. Opinion of Counsel to be Given Trustee.

                  The Trustee,  subject to the  provisions  of Sections 6.01 and
6.02,  may  receive  an  Opinion of  Counsel  as  conclusive  evidence  that any
consolidation,  merger, conveyance or transfer, and any assumption, permitted or
required by the terms of this Article Ten complies  with the  provisions of this
Article Ten.

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<PAGE>

                                   ARTICLE XI

                    SATISFACTION AND DISCHARGE OF INDENTURE.

                  SECTION 11.01. Discharge of Indenture .

                  When  (a)  the  Company  shall  deliver  to  the  Trustee  for
cancellation all Securities theretofore authenticated (other than any Securities
which  shall  have been  destroyed,  lost or stolen  and which  shall  have been
replaced or paid as provided in Section 2.08) and not theretofore cancelled,  or
(b) all the Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable,  or are by their terms to become
due and payable  within one year or are to be called for  redemption  within one
year under arrangements  satisfactory to the Trustee for the giving of notice of
redemption,  and the Company  shall  deposit with the Trustee,  in trust,  funds
sufficient to pay at maturity or upon  redemption all of the  Securities  (other
than any Securities  which shall have been  destroyed,  lost or stolen and which
shall have been  replaced or paid as provided in Section  2.08) not  theretofore
cancelled or delivered to the Trustee for cancellation,  including principal and
premium,  if any,  and interest due or to become due to such date of maturity or
redemption date, as the case may be, but excluding,  however,  the amount of any
moneys for the payment of principal of, and premium,  if any, or interest on the
Securities  (1)  theretofore  repaid  to the  Company  in  accordance  with  the
provisions  of Section  11.04,  or (2) paid to any state or to the  District  of
Columbia  pursuant to its unclaimed  property or similar laws,  and if in either
case the  Company  shall  also pay or cause to be paid all  other  sums  payable
hereunder  by the  Company,  then this  Indenture  shall  cease to be of further
effect except for the provisions of Sections 2.05, 2.07, 2.08, 3.01, 3.02, 3.04,
6.06, 6.10 and 11.04 hereof shall survive until such Securities shall mature and
be paid. Thereafter,  Sections 6.10 and 11.04 shall survive, and the Trustee, on
demand of the Company accompanied by any Officers' Certificate and an Opinion of
Counsel  and at the  cost and  expense  of the  Company,  shall  execute  proper
instruments  acknowledging  satisfaction of and discharging this Indenture,  the
Company,  however,  hereby  agreeing to  reimburse  the Trustee for any costs or
expenses  thereafter   reasonably  and  properly  incurred  by  the  Trustee  in
connection with this Indenture or the Securities.

                  SECTION 11.02.  Deposited Moneys and U.S. Government
                                  Obligations to be Held in Trust by Trustee.

                  Subject to the  provisions  of Section  11.04,  all moneys and
U.S.  Government  Obligations  deposited  with the Trustee  pursuant to Sections
11.01 or 11.05 shall be held in trust and applied by it to the  payment,  either
directly or through any paying agent (including the Company if acting as its own
paying

                                       61
<PAGE>

agent),  to the holders of the  particular  Securities for the payment of
which such moneys or U.S.  Government  Obligations  have been deposited with the
Trustee,  of all sums due and to become due thereon for principal,  premium,  if
any, and interest.

                  The Company shall pay and  indemnify  the Trustee  against any
tax,  fee or other  charge  imposed on or assessed  against the U.S.  Government
Obligations  deposited  pursuant to Section  11.05 or the principal and interest
received in respect  thereof  other than any such tax, fee or other charge which
by law is for the account of the holders of outstanding Securities.

                  SECTION 11.03. Paying Agent to Repay Moneys Held .

                  Upon the  satisfaction  and  discharge of this  Indenture  all
moneys then held by any paying agent of the Securities  (other than the Trustee)
shall, upon demand of the Company,  be repaid to it or paid to the Trustee,  and
thereupon  such paying agent shall be released from all further  liability  with
respect to such moneys.


                  SECTION 11.04. Return of Unclaimed Moneys.

                  Any moneys deposited with or paid to the Trustee or any paying
agent for  payment of the  principal  of, and  premium,  if any,  or interest on
Securities and not applied but remaining  unclaimed by the holders of Securities
for 3 years after the date upon which the principal of, and premium,  if any, or
interest  on such  Securities,  as the case may be,  shall  have  become due and
payable,  shall be repaid to the Company by the Trustee or such paying  agent on
written demand;  and the holder of any of the Securities  shall  thereafter look
only to the Company for any payment which such holder may be entitled to collect
and all  liability  of the  Trustee or such  paying  agent with  respect to such
moneys shall thereupon cease.

                    SECTION 11.05.  Defeasance Upon Deposit of Moneys or
                                    U.S. Government Obligations.

                  The  Company  shall be  deemed  to have  been  Discharged  (as
defined  below) from its  respective  obligations  with respect to any series of
Securities on the 91st day after the applicable  conditions set forth below have
been  satisfied  with respect to any series of  Securities at any time after the
applicable conditions set forth below have been satisfied:

                                    (1) The  Company  shall  have  deposited  or
                           caused to be deposited  irrevocably  with the Trustee
                           or the  Defeasance  Agent (as defined below) as trust
                           funds in trust, specifically pledged as security for,
                           and  dedicated  solely to, the benefit of the hold-

                                       62
<PAGE>

                           ers of the Securities of such series (i)  money in an
                           amount,  or (ii) U.S.  Government  Obligations  which
                           through  the  payment of interest  and  principal  in
                           respect  thereof in accordance  with their terms will
                           provide,  not later  than one day before the due date
                           of any  payment,  money  in an  amount,  or  (iii)  a
                           combination  of  (i)  and  (ii),  sufficient,  in the
                           opinion  (with  respect  to  (ii)  and  (iii))  of  a
                           nationally  recognized  firm  of  independent  public
                           accountants  expressed  in  a  written  certification
                           thereof  delivered to the Trustee and the  Defeasance
                           Agent, if any, to pay and discharge each  installment
                           of principal  (including  any mandatory  sinking fund
                           payments)  of, and interest and premium,  if any, on,
                           the  outstanding  Securities  of such  series  on the
                           dates such  installments  of  principal,  interest or
                           premium are due;

                                    (2) if the  Securities  of such  series  are
                           then listed on any national securities exchange,  the
                           Company  shall have  delivered to the Trustee and the
                           Defeasance  Agent,  if any,  an Opinion of Counsel to
                           the effect that the exercise of the option under this
                           Section  11.05 would not cause such  Securities to be
                           delisted from such exchange;

                                    (3) no Event of Default or event  which with
                           notice  or lapse  of time  would  become  an Event of
                           Default with respect to the Securities of such series
                           shall have  occurred and be continuing on the date of
                           such deposit; and

                                    (4) the Company shall have  delivered to the
                           Trustee and the Defeasance  Agent, if any, an Opinion
                           of  Counsel  to  the  effect  that   holders  of  the
                           Securities of such series will not recognize  income,
                           gain or loss for  United  States  federal  income tax
                           purposes  as a result of the  exercise  of the option
                           under  this  Section  11.05  and will be  subject  to
                           United States  federal  income tax on the same amount
                           and in the same manner and at the same times as would
                           have  been  the  case if  such  option  had not  been
                           exercised, and, in the case of the Securities of such
                           series  being  Discharged,   such  opinion  shall  be
                           accompanied by a private letter ruling to that effect
                           received  from the  United  States  Internal  Revenue
                           Service  or  a  revenue   ruling   pertaining   to  a
                           comparable   form  of   transaction  to  that  effect
                           published  by  the  United  States  Internal  Revenue
                           Service.

                                       63
<PAGE>

                  "Discharged"  means that the  Company  shall be deemed to have
paid and  discharged the entire  indebtedness  represented  by, and  obligations
under,  the Securities of such series and to have satisfied all the  obligations
under this Indenture relating to the Securities of such series (and the Trustee,
at the expense of the Company,  shall execute proper  instruments  acknowledging
the same),  except (A) the rights of  holders of  Securities  of such  series to
receive,  from the trust fund  described  in clause  (1)  above,  payment of the
principal of and the interest and premium,  if any, on such Securities when such
payments are due; (B) the Company's  obligations with respect to such Securities
under Sections 2.07, 2.08, 5.02 and 11.04; and (C) the rights,  powers,  trusts,
duties and immunities of the Trustee hereunder.

                  "Defeasance  Agent" means another financial  institution which
is eligible to act as Trustee hereunder and which assumes all of the obligations
of the Trustee  necessary to enable the Trustee to act  hereunder.  In the event
such a Defeasance  Agent is appointed  pursuant to this  section,  the following
conditions shall apply:

                   1.      The Trustee shall have approval rights over the
                           document appointing such Defeasance  Agent  and  the
                           document setting forth such Defeasance Agent's rights
                           and responsibilities;

                   2.      The Defeasance Agent shall provide verification to 
                           the Trustee acknowledging receipt of sufficient money
                           and/or U. S. Government   Obligations  to  meet   the
                           applicable conditions set forth in this Section 
                           11.05;

                   3.      The Trustee shall  determine  whether the
                           Company shall be deemed to have been  Discharged from
                           its respective obligations with respect to any series
                           of Securities.

                                   ARTICLE XII

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

                  SECTION 12.01.    Indenture and Securities Solely
                                    Corporate Obligations .

                  No recourse for the payment of the principal of or premium, if
any, or interest on any Security, or for any claim based thereon or otherwise in
respect  thereof,  and no  recourse  under or upon any  obligation,  covenant or
agreement of the Company in this Indenture or in any supplemental  indenture, or
in any  Security,  or because of the  creation of any  indebtedness  represented
thereby,  shall  be  had  against  any  incorporator,  

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stockholder,  officer  or
director,  as such, past,  present or future, of the Company or of any successor
corporation  of the  Company,  either  directly  or through  the  Company or any
successor  corporation  of the Company,  whether by virtue of any  constitution,
statute or rule of law, or by the  enforcement  of any  assessment or penalty or
otherwise;  it being  expressly  understood  that all such  liability  is hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Securities.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS.

                  SECTION 13.01. Successors.

                  All the  covenants,  stipulations,  promises and agreements in
this  Indenture  contained by the Company shall bind its  successors and assigns
whether so expressed or not.

                  SECTION 13.02. Official Acts by Successor Corporation.

                  Any act or  proceeding  by any  provision  of  this  Indenture
authorized  or  required  to be done or  performed  by any board,  committee  or
officer of the Company shall and may be done and  performed  with like force and
effect by the like board,  committee or officer of any corporation that shall at
the time be the lawful sole successor of the Company.

                  SECTION 13.03. Surrender of Company Powers.

                  The Company by instrument in writing  executed by authority of
2/3  (two-thirds)  of its Board of  Directors  and  delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so
surrendered  shall terminate both as to the Company,  as the case may be, and as
to any successor corporation.

                  SECTION 13.04. Addresses for Notices, etc.

                  Any notice or demand which by any provision of this  Indenture
is required or  permitted to be given or served by the Trustee or by the holders
of Securities on the Company may be given or served by being  deposited  postage
prepaid by  registered  or certified  mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the purpose)
to the Company, Citicorp, 399 Park Avenue, New York, New York, 10043, Attention:
Treasurer. Any notice, direction,  request or demand by any Securityholder to or
upon the Trustee shall be deemed to have been  sufficiently  given or made,  for
all  purposes,  if  given  or made in  writing  at the  office  of the

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<PAGE>

Trustee,  addressed  to  the  Trustee,  __________________________,  Attention: 
Corporate Trust Trustee Administration.

                  SECTION 13.05. Governing Law.

                  This  Indenture  and each  Security  shall be  deemed  to be a
contract  made  under the laws of the State of New  York,  and for all  purposes
shall be governed by and  construed in  accordance  with the laws of said State,
without regard to conflicts of laws principles thereof.

                  SECTION 13.06.  Evidence of Compliance with
                                  Conditions Precedent.

                  Upon any  application  or demand by the Company to the Trustee
to take any action under any of the  provisions of this  Indenture,  the Company
shall  furnish  to the  Trustee an  Officers'  Certificate  stating  that in the
opinion of the signers all conditions  precedent,  if any,  provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel  stating that, in the opinion of such  counsel,  all such  conditions
precedent have been complied with.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this  Indenture  shall  include (1) a statement  that the person
making such  certificate  or opinion has read such covenant or condition;  (2) a
brief statement as to the nature and scope of the  examination or  investigation
upon which the statements or opinions  contained in such  certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

                  SECTION 13.07. Legal Holidays.

                  In any  case  where  the date of  payment  of  interest  on or
principal of the  Securities  will be in The City of New York,  New York a legal
holiday or a day on which banking  institutions  are authorized by law to close,
the payment of such interest on or principal of the Securities  need not be made
on such date but may be made on the next  succeeding day not in the City a legal
holiday or a day on which banking  institutions  are authorized by law to close,
with the same force and effect as if made on the date of payment and no interest
shall accrue for the period from and after such date.

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<PAGE>

                  SECTION 13.08. Trust Indenture Act to Control.

                  If and to the  extent  that any  provision  of this  Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included  in this  Indenture  by any of Sections  310 to
317,  inclusive,  of the Trust  Indenture Act of 1939,  such required  provision
shall control.

                  SECTION 13.09. Table of Contents, Headings, etc.

                  The table of  contents  and the  titles  and  headings  of the
articles and sections of this  Indenture  have been inserted for  convenience of
reference  only,  are not to be  considered a part  hereof,  and shall in no way
modify or restrict any of the terms or provisions hereof.

                  SECTION 13.10. Execution in Counterparts.

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

                  SECTION 13.11. Separability.

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

                  SECTION 13.12. Assignment.

                  The Company  will have the right at all times to assign any of
its  respective  rights  or  obligations  under  this  Indenture  to a direct or
indirect wholly owned Subsidiary of the Company,  provided that, in the event of
any such assignment, the Company, as the case may be, will remain liable for all
such  obligations.  Subject to the foregoing,  the Indenture is binding upon and
inures to the benefit of the parties thereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties thereto.

                  SECTION 13.13. Acknowledgement of Rights.

                  The Company  acknowledges that, with respect to any Securities
held by Citicorp Capital Trust or a trustee of such trust, if the  Institutional
Trustee of such Trust fails to enforce its rights  under this  Indenture  as the
holder of the

                                       67
<PAGE>

series of Securities  held as the assets of such Citicorp  Capital
Trust  any  holder of  Preferred  Securities  may  institute  legal  proceedings
directly  against the Company to enforce  such  Institutional  Trustee's  rights
under this Indenture  without first  instituting any legal  proceedings  against
such Institutional  Trustee or any other person or entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the failure of the Company to pay  interest or principal on
the  applicable  series of  Securities on the date such interest or principal is
otherwise  payable (or in the case of redemption,  on the redemption  date), the
Company  acknowledges  that  a  holder  of  Preferred  Securities  may  directly
institute  a  proceeding  for  enforcement  of  payment  to such  holder  of the
principal  of or  interest  on the  applicable  series  of  Securities  having a
principal  amount equal to the  aggregate  liquidation  amount of the  Preferred
Securities of such holder on or after the  respective  due date specified in the
applicable series of Securities.

                                   ARTICLE XIV

        REDEMPTION OF SECURITIES -- MANDATORY AND OPTIONAL SINKING FUND

                  SECTION 14.01. Applicability of Article.

                  The  provisions  of this Article  shall be  applicable  to the
Securities of any series which are  redeemable  before their  maturity or to any
sinking fund for the  retirement  of  Securities of a series except as otherwise
specified as contemplated by Section 2.03 for Securities of such series.

                  SECTION 14.02.    Notice of Redemption; Selection of
                                    Securities.

                  In case the  Company  shall  desire to  exercise  the right to
redeem all, or, as the case may be, any part of the  Securities of any series in
accordance with their terms, it shall fix a date for redemption and shall mail a
notice of such  redemption  at least 30 and not more  than 60 days  prior to the
date fixed for  redemption  to the holders of Securities of such series so to be
redeemed as a whole or in part at their last addresses as the same appear on the
Security  register.  Such  mailing  shall be by first class mail.  The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the holder receives such notice. In any case, failure
to give such  notice by mail or any  defect in the  notice to the  holder of any
Security of a series  designated  for redemption as a whole or in part shall not
affect the validity of the  proceedings for the redemption of any other Security
of such series.

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<PAGE>

                  Each such notice of redemption  shall specify the CUSIP number
of the Securities to be redeemed, the date fixed for redemption,  the redemption
price at which Securities of such series are to be redeemed, the place or places
of payment,  that payment will be made upon  presentation  and surrender of such
Securities,  that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions  thereof to be redeemed  will cease to accrue.  If less than all
the Securities of such series are to be redeemed the notice of redemption  shall
specify the numbers of the Securities of that series to be redeemed. In case any
Security of a series is to be redeemed  in part only,  the notice of  redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for  redemption,  upon  surrender of such
Security,  a new Security or Securities of that series in principal amount equal
to the unredeemed portion thereof will be issued.

                  Prior  to the  redemption  date  specified  in the  notice  of
redemption given as provided in this Section,  the Company will deposit with the
Trustee or with 1 or more paying agents an amount of money  sufficient to redeem
on the  redemption  date all the  Securities  so called  for  redemption  at the
appropriate  redemption price,  together with accrued interest to the date fixed
for redemption.

                  If all, or less than all, the Securities of a series are to be
redeemed,  the Company will give the Trustee notice not less than 45 or 60 days,
respectively,  prior to the redemption date as to the aggregate principal amount
of Securities  of that series to be redeemed and the Trustee  shall  select,  in
such manner as in its sole  discretion it shall deem  appropriate  and fair, the
Securities of that series or portions thereof (in integral  multiples of $1,000,
except  as  otherwise  set  forth  in the  applicable  form of  Security)  to be
redeemed.

                   SECTION 14.03.  Payment of Securities Called for
                                   Redemption.

                  If notice of redemption  has been given as provided in Section
14.02 or Section  14.04,  the Securities or portions of Securities of the series
with respect to which such notice has been given shall become due and payable on
the date and at the place or  places  stated  in such  notice at the  applicable
redemption  price,  together  with  interest  accrued  to  the  date  fixed  for
redemption,  and on and after said date (unless the Company shall default in the
payment of such  Securities  at the  redemption  price,  together  with interest
accrued to said date)  interest on the  Securities  or portions of Securities of
any series so called for redemption  shall cease to accrue.  On presentation and
surrender of such Securities at a place of payment specified in

                                       69
<PAGE>

said notice, the
said Securities or the specified  portions thereof shall be paid and redeemed by
the Company at the applicable  redemption price,  together with interest accrued
thereon to the date fixed for redemption.

                  Upon  presentation  of any Security of any series  redeemed in
part only, the Company shall execute and the Trustee shall authenticate and make
available for delivery to the holder thereof,  at the expense of the Company,  a
new  Security or  Securities  of such  series of  authorized  denominations,  in
principal amount equal to the unredeemed portion of the Security so presented.

                  SECTION 14.04. Mandatory and Optional Sinking Fund .

                  The minimum amount of any sinking fund payment provided for by
the terms of  Securities  of any series is herein  referred  to as a  "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the  terms of  Securities  of any  series  is  herein  referred  to as an
"optional sinking fund payment".  The last date on which any such payment may be
made is herein referred to as a "sinking fund payment date".

                  In lieu of  making  all or any part of any  mandatory  sinking
fund payment with respect to any Securities of a series in cash, the Company may
at its option (a) deliver to the Trustee  Securities of that series  theretofore
purchased by the Company and (b) may apply as a credit Securities of that series
which have been redeemed  either at the election of the Company  pursuant to the
terms of such  Securities or through the  application  of optional  sinking fund
payments pursuant to the next succeeding paragraph, in each case in satisfaction
of all or any part of any  mandatory  sinking fund  payment,  provided that such
Securities have not been previously so credited. Each such Security so delivered
or applied as a credit  shall be credited at the sinking fund  redemption  price
for such  Securities  and the  amount of any  mandatory  sinking  fund  shall be
reduced  accordingly.  If the  Company  intends  so to  deliver  or credit  such
Securities  with respect to any mandatory  sinking fund payment it shall deliver
to the  Trustee  at least 60 days  prior to the  next  succeeding  sinking  fund
payment  date for such series (a) a  certificate  signed by the  Treasurer or an
Assistant  Treasurer of the Company  specifying the portion of such sinking fund
payment,  if any,  to be  satisfied  by payment of cash and the  portion of such
sinking  fund  payment,  if any,  which is to be  satisfied  by  delivering  and
crediting  such  Securities  and  (b) any  Securities  to be so  delivered.  All
Securities  so delivered to the Trustee shall be cancelled by the Trustee and no
Securities  shall be  authenticated  in lieu  thereof.  If the Company  fails to
deliver such  certificate  and Securities at or before the time provided  above,
the Company  shall not be

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<PAGE>

permitted  to satisfy  any portion of such  mandatory
sinking fund payment by delivery or credit of Securities.

                  At its option the Company  may pay into the  sinking  fund for
the retirement of Securities of any particular series, on or before each sinking
fund payment date for such series,  any  additional  sum in cash as specified by
the terms of such series of Securities.  If the Company  intends to exercise its
right to make any such optional  sinking fund  payment,  it shall deliver to the
Trustee at least 60 days prior to the next succeeding  sinking fund payment date
for such Series a certificate signed by the Treasurer or an Assistant  Treasurer
of the Company  stating that the Company intends to exercise such optional right
and specifying the amount which the Company  intends to pay on such sinking fund
payment date. If the Company fails to deliver such  certificate at or before the
time  provided  above,  the Company  shall not be permitted to make any optional
sinking fund payment  with  respect to such  sinking fund payment  date.  To the
extent that such right is not  exercised in any year it shall not be  cumulative
or carried forward to any subsequent year.

                  If  the  sinking  fund  payment  or  payments   (mandatory  or
optional)  made in cash plus any unused  balance of any  preceding  sinking fund
payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall
so request) with respect to the Securities of any particular series, it shall be
applied by the Trustee or 1 or more paying agents on the next succeeding sinking
fund payment date to the  redemption of Securities of such series at the sinking
fund  redemption  price  together  with  accrued  interest to the date fixed for
redemption.  The Trustee shall select,  in the manner provided in Section 14.02,
for redemption on such sinking fund payment date a sufficient  principal  amount
of  Securities  of such series to absorb said cash, as nearly as may be, and the
Trustee shall,  at the expense and in the name of the Company,  thereupon  cause
notice of redemption  of Securities of such series to be given in  substantially
the manner  and with the effect  provided  in  Sections  14.02 and 14.03 for the
redemption  of  Securities  of that series in part at the option of the Company,
except that the notice of  redemption  shall also state that the  Securities  of
such series are being redeemed for the sinking fund. Any sinking fund moneys not
so applied or allocated by the Trustee or any paying agent to the  redemption of
Securities  of that series  shall be added to the next cash sinking fund payment
received by the Trustee or such paying agent and,  together  with such  payment,
shall be applied in accordance  with the provisions of this Section  14.04.  Any
and all  sinking  fund  moneys  held by the  Trustee or any paying  agent on the
maturity date of the Securities of any particular  series,  and not held for the
payment or redemption of particular  Securities of such series, shall be applied
by the Trustee or such paying agent,  together with other moneys,  if necessary,
to be deposited  suffi-

                                       71
<PAGE>

cient for the purpose,  to the payment of the principal of
the Securities of that series at maturity.

                  On or before each sinking fund payment date, the Company shall
pay to the  Trustee  or to 1 or more  paying  agents  in cash a sum equal to all
interest  accrued to the date fixed for  redemption on Securities to be redeemed
on the next following sinking fund payment date pursuant to this Section.

                  Neither  the Trustee  nor any paying  agent  shall  redeem any
Securities of a series with sinking fund moneys,  and the Trustee shall not mail
any notice of  redemption  of  Securities  for such series by  operation  of the
sinking fund, during the continuance of a default in payment of interest on such
Securities or of any Event of Default (other than an Event of Default  occurring
as a consequence of this paragraph),  except that if the notice of redemption of
any  Securities  shall  theretofore  have  been  mailed in  accordance  with the
provisions  hereof, the Trustee or any paying agent shall redeem such Securities
if cash  sufficient for that purpose shall be deposited with the Trustee or such
paying  agent for that  purpose  in  accordance  with the terms of this  Article
Fourteen. Except as aforesaid, any moneys in the sinking fund for such series at
the time when any such  default or Event of Default  shall  occur and any moneys
thereafter  paid into the sinking  fund shall,  during the  continuance  of such
default or Event of  Default,  be held as  security  for the payment of all such
Securities;  provided,  however,  that in case such Event of Default or default,
shall have been cured or waived as provided herein, such moneys shall thereafter
be applied on the next succeeding sinking fund payment date on which such moneys
may be applied pursuant to the provisions of this Section 14.04.

                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

                  SECTION 15.01. Agreement to Subordinate .

                  The  Company   covenants  and  agrees,   and  each  holder  of
Securities  issued  hereunder  and under any  supplemental  indenture  or by any
resolutions  by  the  Board  of  Directors  ("Additional  Provisions")  by  such
Securityholder's  acceptance  thereof  likewise  covenants and agrees,  that all
Securities  shall be issued subject to the  provisions of this Article  Fifteen;
and each holder of a Security,  whether upon original  issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.

                  The payment by the Company of the  principal of,  premium,  if
any, and interest on all  Securities  issued  hereunder and under any Additional
Provisions  shall,  to the extent and in the manner  hereinafter  set forth,  be
subordinated  and junior in right of payment to the prior payment in full of all
Senior  Indebted-
                                       72
<PAGE>

ness,  whether  outstanding  at the  date of this  Indenture  or
thereafter incurred.

                  No  provision  of  this  Article  Fifteen  shall  prevent  the
occurrence of any default or Event of Default hereunder.

                  SECTION 15.02. Default on Senior Indebtedness .

                  In the event and during the continuation of any default by the
Company in the payment of principal,  premium, interest or any other payment due
on any Senior  Indebtedness of the Company,  as the case may be, or in the event
that the maturity of any Senior Indebtedness of the Company, as the case may be,
has been  accelerated  because of a default,  then,  in either case,  no payment
shall be made by the Company with respect to the principal (including redemption
and  sinking  fund  payments)  of,  or  premium,  if  any,  or  interest  on the
Securities.

                  In the event that,  notwithstanding the foregoing, any payment
shall be  received  by the  Trustee  when  such  payment  is  prohibited  by the
preceding  paragraph of this Section 15.02,  such payment shall be held in trust
for the  benefit  of, and shall be paid over or  delivered  to,  the  holders of
Senior  Indebtedness or their respective  representatives,  or to the trustee or
trustees under any indenture  pursuant to which any of such Senior  Indebtedness
may have been issued, as their respective  interests may appear, but only to the
extent that the holders of the Senior  Indebtedness (or their  representative or
representatives  or a trustee)  notify the Trustee in writing  within 90 days of
such  payment of the amounts then due and owing on the Senior  Indebtedness  and
only the amounts  specified  in such notice to the Trustee  shall be paid to the
holders of Senior Indebtedness.

                  SECTION 15.03. Liquidation; Dissolution; Bankruptcy .

                  Upon any payment by the Company or  distribution  of assets of
the Company of any kind or character,  whether in cash,  property or securities,
to creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company,  whether voluntary or involuntary or in bankruptcy,  insolvency,
receivership or other proceedings,  all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment  thereof  provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal  (and premium,  if any) or interest on the  Securities;
and upon any such  dissolution or winding-up or  liquidation or  reorganization,
any payment by the Company, or distribution of assets of the Company of any kind
or  character,   whether  in  cash,   property  or  securities,   to  which  the
Securityholders  or the Trustee  would be entitled to receive  from the Company,
except for the provisions of this Article Fifteen,  shall be paid by the Company
or by any receiver,  trustee in bankruptcy,  liquidating

                                       73
<PAGE>

trustee, agent or other
Person making such payment or distribution,  or by the Securityholders or by the
Trustee under the  Indenture if received by them or it,  directly to the holders
of Senior  Indebtedness of the Company (pro rata to such holders on the basis of
the  respective  amounts  of  Senior  Indebtedness  held  by  such  holders,  as
calculated by the Company) or their representative or representatives, or to the
trustee  or  trustees  under any  indenture  pursuant  to which any  instruments
evidencing such Senior  Indebtedness  may have been issued,  as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth,  after giving effect to any concurrent  payment
or  distribution to or for the holders of such Senior  Indebtedness,  before any
payment or distribution is made to the Securityholders or to the Trustee.

                  In the event that,  notwithstanding the foregoing, any payment
or  distribution  of assets of the Company of any kind or character,  whether in
cash, property or securities,  prohibited by the foregoing, shall be received by
the Trustee  before all Senior  Indebtedness  of the Company is paid in full, or
provision is made for such payment in money in accordance  with its terms,  such
payment or  distribution  shall be held in trust for the benefit of and shall be
paid over or  delivered  to the  holders of such  Senior  Indebtedness  or their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing such Senior Indebtedness
may have been issued,  and their respective  interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the
Company,  as the case may be,  remaining  unpaid to the extent  necessary to pay
such Senior  Indebtedness in full in money in accordance  with its terms,  after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

                  Notwithstanding  anything to the  contrary  contained  in this
Article  Fifteen,  the holders of Senior  Indebtedness  shall not be entitled to
receive  payment of any amounts which would otherwise (but for the provisions of
this Article  Fifteen) be payable in respect of the  Securities but for the fact
that any such  Senior  Indebtedness  is by its  terms  subordinated  in right of
payment to Trade Credit and, as a result of which,  amounts otherwise payable in
respect  of such  Senior  Indebtedness  are to be  received  by holders of Trade
Credit.

                  For  purposes  of  this  Article  Fifteen,  the  words  "cash,
property or  securities"  shall not be deemed to include  shares of stock of the
Company as reorganized or readjusted,  or securities of the Company or any other
corporation  provided  for by a plan  of  reorganization  or  readjustment,  the
payment of which is subordinated at least to the extent provided in this Article
Fifteen with respect to the Securities to the payment of all Senior Indebtedness
of the  Company,  as the  case  may be,  that  may at the

                                       74
<PAGE>

time be  outstanding,
provided that (i) such Senior Indebtedness is assumed by the new corporation, if
any, resulting from any such reorganization or readjustment, and (ii) the rights
of the holders of such Senior  Indebtedness are not, without the consent of such
holders,  altered by such  reorganization or readjustment.  The consolidation of
the Company with, or the merger of the Company into, another  corporation or the
liquidation or  dissolution of the Company  following the conveyance or transfer
of its  property as an entirety,  or  substantially  as an entirety,  to another
corporation  upon the terms and  conditions  provided for in Article Ten of this
Indenture  shall  not  be  deemed  a  dissolution,  winding-up,  liquidation  or
reorganization  for the purposes of this Section 15.03 if such other corporation
shall, as a part of such consolidation,  merger,  conveyance or transfer, comply
with the conditions stated in Article Ten of this Indenture.  Nothing in Section
15.02 or in this  Section  15.03 shall  apply to claims of, or payments  to, the
Trustee under or pursuant to Section 6.05 of this Indenture.

                  SECTION 15.04. Subrogation.

                  Subject to the payment in full of all Senior  Indebtedness  of
the Company, the rights of the Securityholders shall be subrogated to the rights
of the holders of such Senior  Indebtedness to receive payments or distributions
of cash,  property or securities of the Company,  as the case may be, applicable
to such Senior  Indebtedness  until the principal of (and  premium,  if any) and
interest on the Securities  shall be paid in full; and, for the purposes of such
subrogation,  no  payments  or  distributions  to the  holders  of  such  Senior
Indebtedness of any cash, property or securities to which the Securityholders or
the Trustee would be entitled except for the provisions of this Article Fifteen,
and no payment over pursuant to the provisions of this Article Fifteen to or for
the benefit of the holders of such Senior Indebtedness by Securityholders or the
Trustee,  shall,  as between the Company,  its  creditors  other than holders of
Senior Indebtedness of the Company, and the holders of the Securities, be deemed
to be a payment by the Company to or on account of such Senior Indebtedness.  It
is understood  that the provisions of this Article  Fifteen are and are intended
solely for the purposes of defining  the  relative  rights of the holders of the
Securities,  on the one hand, and the holders of such Senior Indebtedness on the
other hand.

                  Nothing contained in this Article Fifteen or elsewhere in this
Indenture,  any  Additional  Provisions  or in the  Securities is intended to or
shall impair,  as between the Company,  its creditors  other than the holders of
Senior  Indebtedness  of the  Company,  and the holders of the  Securities,  the
obligation of the Company,  which is absolute and  unconditional,  to pay to the
holders of the Securities the principal of (and premium, if any) and interest on
the  Securities  as and when the same shall become due

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<PAGE>

and payable in accordance
with their terms,  or is intended to or shall affect the relative  rights of the
holders of the  Securities  and  creditors of the  Company,  as the case may be,
other than the holders of Senior  Indebtedness  of the Company,  as the case may
be, nor shall  anything  herein or therein  prevent the Trustee or the holder of
any Security from exercising all remedies otherwise  permitted by applicable law
upon default  under the  Indenture,  subject to the rights,  if any,  under this
Article  Fifteen of the holders of such Senior  Indebtedness in respect of cash,
property or  securities  of the Company,  as the case may be,  received upon the
exercise of any such remedy.

                  Upon any  payment  or  distribution  of assets of the  Company
referred to in this Article Fifteen,  the Trustee,  subject to the provisions of
Article  Six of this  Indenture,  and the  Securityholders  shall be entitled to
conclusively  rely  upon any  order or  decree  made by any  court of  competent
jurisdiction   in   which   such   dissolution,   winding-up,   liquidation   or
reorganization  proceedings  are  pending,  or a  certificate  of the  receiver,
trustee in bankruptcy,  liquidation  trustee,  agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders, for
the  purposes of  ascertaining  the  Persons  entitled  to  participate  in such
distribution,  the holders of Senior  Indebtedness and other indebtedness of the
Company,  as the case may be, the amount thereof or payable thereon,  the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this Article Fifteen.

                  SECTION 15.05. Trustee to Effectuate Subordination.

                  Each  Securityholder  by  such   Securityholder's   acceptance
thereof  authorizes and directs the Trustee on such  Securityholder's  behalf to
take  such  action  as  may  be  necessary  or  appropriate  to  effectuate  the
subordination  provided in this  Article  Fifteen and  appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

                  SECTION 15.06.  Notice by the Company.

                  The Company shall give prompt  written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would  prohibit the
making  of  any  payment  of  monies  to or by the  Trustee  in  respect  of the
Securities  pursuant to the provisions of this Article Fifteen.  Notwithstanding
the provisions of this Article  Fifteen or any other provision of this Indenture
or any Additional Provisions, the Trustee shall not be charged with knowledge of
the  existence  of any facts that would  prohibit  the making of any  payment of
monies  to or by the  Trustee  in  respect  of the  Securities  pursuant  to the
provisions of this Article  Fifteen,  unless and until a Responsible  Officer of
the Trustee shall have  received  written  notice  thereof from the Company or a
holder or holders  of Senior  Indebtedness  or from any

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<PAGE>

trustee  therefor;  and
before the  receipt of any such  written  notice,  the  Trustee,  subject to the
provisions of Article Six of this  Indenture,  shall be entitled in all respects
to assume that no such facts exist; provided, however, that if the Trustee shall
not have  received the notice  provided  for in this Section  15.06 at least two
Business  Days  prior to the date upon  which by the terms  hereof any money may
become payable for any purpose (including,  without  limitation,  the payment of
the  principal  of (or  premium,  if any) or interest on any  Debenture),  then,
anything  herein  contained to the contrary  notwithstanding,  the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were  received,  and shall not be affected by any notice
to the  contrary  that may be received by it within two  Business  Days prior to
such date.

                  The Trustee,  subject to the provisions of Article Six of this
Indenture,  shall be entitled to  conclusively  rely on the  delivery to it of a
written  notice  by a  Person  representing  himself  to be a holder  of  Senior
Indebtedness of the Company,  as the case may be (or a trustee on behalf of such
holder), to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders.  In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such  Senior  Indebtedness  to
participate in any payment or distribution pursuant to this Article Fifteen, the
Trustee  may  request  such  Person  to  furnish   evidence  to  the  reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person,  the extent to which such Person is entitled to participate in such
payment or  distribution  and any other  facts  pertinent  to the rights of such
Person under this Article Fifteen,  and, if such evidence is not furnished,  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.

                  SECTION 15.07.    Rights of the Trustee; Holders of Senior 
                                    Indebtedness.

                  The Trustee in its  individual  capacity  shall be entitled to
all the  rights  set forth in this  Article  Fifteen  in  respect  of any Senior
Indebtedness  at any time held by it, to the same extent as any other  holder of
Senior Indebtedness,  and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.

                  With  respect  to the  holders of Senior  Indebtedness  of the
Company,  the  Trustee  undertakes  to perform  or to  observe  only such of its
covenants and obligations as are specifically set forth in this Article Fifteen,
and no implied  covenants  or  obligations  with  respect to the holders of such
Senior  Indebtedness  shall  be  read  into  this  Indenture  or any  Additional
Provi-

                                       77
<PAGE>

sions  against  the  Trustee.  The  Trustee  shall not be deemed to owe any
fiduciary duty to the holders of such Senior  Indebtedness  and,  subject to the
provisions of Article Six of this Indenture,  the Trustee shall not be liable to
any  holder  of such  Senior  Indebtedness  if it shall pay over or  deliver  to
Securityholders,  the Company or any other  Person  money or assets to which any
holder of such Senior  Indebtedness  shall be entitled by virtue of this Article
Fifteen or otherwise.

                  Nothing in this Article  Fifteen  shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06.

                  SECTION 15.08.  Subordination May Not Be Impaired.

                  No  right  of any  present  or  future  holder  of any  Senior
Indebtedness of the Company to enforce subordination as herein provided shall at
any time in any way be  prejudiced  or  impaired by any act or failure to act on
the part of the Company, as the case may be, or by any act or failure to act, in
good faith, by any such holder, or by any  noncompliance by the Company,  as the
case  may be,  with the  terms,  provisions  and  covenants  of this  Indenture,
regardless of any  knowledge  thereof that any such holder may have or otherwise
be charged with.

                  Without in any way limiting the  generality  of the  foregoing
paragraph,  the holders of Senior  Indebtedness  of the Company may, at any time
and from time to time,  without  the  consent of or notice to the Trustee or the
Securityholders,  without incurring  responsibility to the  Securityholders  and
without  impairing  or  releasing  the  subordination  provided in this  Article
Fifteen or the  obligations  hereunder of the holders of the  Securities  to the
holders of such Senior  Indebtedness,  do any one or more of the following:  (i)
change the  manner,  place or terms of payment or extend the time of payment of,
or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in
any manner such Senior Indebtedness or any instrument evidencing the same or any
agreement  under  which such  Senior  Indebtedness  is  outstanding;  (ii) sell,
exchange,  release or  otherwise  deal with any property  pledged,  mortgaged or
otherwise securing such Senior Indebtedness;  (iii) release any Person liable in
any manner for the collection of such Senior Indebtedness;  and (iv) exercise or
refrain from exercising any rights against the Company,  as the case may be, and
any other Person.

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<PAGE>

                  [Wilmington  Trust Company]  hereby accepts the trusts in this
Indenture declared and provided,  upon the terms and conditions  hereinabove set
forth.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Indenture  to be duly  executed  by their  respective  officers  thereunto  duly
authorized, as of the day and year first above written.


                                                 CITICORP


                                                 By   _________________________
                                                      Name:
                                                      Title:



                                                 [WILMINGTON TRUST COMPANY],
                                                 as Trustee


                                                 By   _________________________
                                                      Name:
                                                      Title:


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