DECLARATION OF TRUST
                                       OF
                               CITICORP CAPITAL X

                                January 27, 1997

      DECLARATION OF TRUST ("Declaration") dated and effective as of January 27,
1997 by the Trustees (as defined herein), the Sponsor (as defined herein), and
by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

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

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

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    Definitions.

      Unless the context otherwise requires:

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

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

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

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

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

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

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

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

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

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

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

      "Commission" means the Securities and Exchange Commission.

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

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

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

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

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

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


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      "Depositary Shares" means those certain depositary shares, each
representing a one-tenth interest in a share of 8.00% Noncumulative Preferred
Stock, Series 16, of Citicorp.

      "Exchange" means the exchange of one Preferred Security for one Depositary
Share, upon the terms and conditions, and in the manner, set forth in the
registration statement referred to in Section 2.6(b).

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

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

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

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

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

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

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

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

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

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

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

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

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


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

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1    Name.

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

SECTION 2.2    Office.

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

SECTION 2.3    Purpose.

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

SECTION 2.4    Authority.

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


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rely conclusively on the power and authority of the Regular Trustees as set
forth in this Declaration.

SECTION 2.5 Title to Property of the Trust.

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

SECTION 2.6 Powers of the Trustees.

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

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

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

                  (i) execute and file with the Commission, at such time as
            determined by the Sponsor, a registration statement relating to the
            Exchange filed on Form S-4 prepared by the Sponsor, including any
            amendments thereto in relation to the Preferred Securities;

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

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

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

                  (v) execute and enter into a dealer manager agreement,pricing
            agreements and other related agreements providing for the Exchange
            and the terms of the Preferred Securities.


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

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

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

SECTION 2.7 Filing of Certificate of Trust.

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

SECTION 2.8 Duration of Trust.

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

SECTION 2.9 Responsibilities of the Sponsor.

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

            (a) to prepare for filing by the Trust with the Commission a
      registration statement on Form S-4 in relation to the Exchange and the
      Preferred Securities, including any amendments thereto;

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

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


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

            (e) to negotiate the terms of a dealer manager agreement, pricing
      agreements and other related agreements providing for the Exchange and the
      terms of the Preferred Securities.

SECTION 2.10 Declaration Binding on Holders of Securities.

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

                                   ARTICLE III
                                    TRUSTEES

SECTION 3.1    Trustees.

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

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

      The initial Regular Trustee(s) shall be:

      Peter Gallant

      Ann Goodbody

      The initial Delaware Trustee shall be:

      Wilmington Trust Company


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

SECTION 3.2 Delaware Trustee.

      Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of ss. 3807 of
the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

SECTION 3.3 Execution of Documents.

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

      (b) a Regular Trustee may, by power of attorney consistent with applicable
law, delegate to any other natural person over the age of 21 his or her power
for the purposes of signing any documents which the Regular Trustees have power
and authority to cause the Trust to execute pursuant to Section 2.6. SECTION 3.4
Not Responsible for Recitals or Sufficiency of Declaration.

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


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

SECTION 4.1    Exculpation.

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

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

SECTION 4.2 Fiduciary Duty.

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

      (b) unless otherwise expressly provided herein:

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

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


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

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

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

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

SECTION 4.3    Indemnification.

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


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      to any criminal action or proceeding, had reasonable cause to believe that
      his conduct was unlawful.

            (ii) The Debenture Issuer shall indemnify, to the full extent
      permitted by law, any Company Indemnified Person who was or is a party or
      is threatened to be made a party to any threatened, pending or completed
      action or suit by or in the right of the Trust to procure a judgment in
      its favor by reason of the fact that he is or was a Company Indemnified
      Person against expenses (including attorneys' fees) actually and
      reasonably incurred by him in connection with the defense or settlement of
      such action or suit if he acted in good faith and in a manner he
      reasonably believed to be in or not opposed to the best interests of the
      Trust, except that no such indemnification shall be made in respect of any
      claim, issue or matter as to which such Company Indemnified Person shall
      have been adjudged to be liable to the Trust unless and only to the extent
      that the Court of Chancery of Delaware or the court in which such action
      or suit was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the
      case, such person is fairly and reasonably entitled to indemnity for such
      expenses which such Court of Chancery or such other court shall deem
      proper.

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

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

            (v) Expenses (including attorneys' fees) incurred by a Company
      Indemnified Person in defending a civil, criminal, administrative or
      investigative action, suit or


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      proceeding referred to in paragraphs (i) and (ii) of this Section 4.3(a)
      shall be paid by the Debenture Issuer in advance of the final disposition
      of such action, suit or proceeding upon receipt of an undertaking by or on
      behalf of such Company Indemnified Person to repay such amount if it shall
      ultimately be determined that he is not entitled to be indemnified by the
      Debenture Issuer as authorized in this Section 4.3(a). Notwithstanding the
      foregoing, no advance shall be made by the Debenture Issuer if a
      determination is reasonably and promptly made (i) by the Regular Trustees
      by a majority vote of a quorum of disinterested Regular Trustees, (ii) if
      such a quorum is not obtainable, or, even if obtainable, if a quorum of
      disinterested Regular Trustees so directs, by independent legal counsel in
      a written opinion or (iii) the Common Security Holder of the Trust, that,
      based upon the facts known to the Regular Trustees, counsel or the Common
      Security Holder at the time such determination is made, such Company
      Indemnified Person acted in bad faith or in a manner that such person did
      not believe to be in or not opposed to the best interests of the Trust,
      or, with respect to any criminal proceeding, that such Company Indemnified
      Person believed or had reasonable cause to believe his conduct was
      unlawful. In no event shall any advance be made in instances where the
      Regular Trustees, independent legal counsel or Common Security Holder
      reasonably determine that such person deliberately breached his duty to
      the Trust or its Common or Preferred Security Holders.

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

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

            (viii) For purposes of this Section 4.3(a), references to "the
      Trust" shall include, in addition to the resulting or


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

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

            (b) The Debenture Issuer agrees to indemnify the (i) the Delaware
      Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any
      officers, directors, shareholders, members, partners, employees,
      representatives, nominees, custodians or agents of the Delaware Trustee
      (each of the Persons in (i) through (iii) being referred to as a
      "Fiduciary Indemnified Person") for, and to hold each Fiduciary
      Indemnified Person harmless against, any loss, liability or expense
      incurred without negligence or bad faith on its part, arising out of or in
      connection with the acceptance or administration of the trust or trusts
      hereunder, including the costs and expenses (including reasonable legal
      fees and expenses) of defending itself against, or investigating, any
      claim or liability in connection with the exercise or performance of any
      of its powers or duties hereunder. The obligation to indemnify as set
      forth in this Section 4.3(b) shall survive the termination of this
      Declaration.

SECTION 4.4 Outside Businesses.

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


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Covered Person and the Delaware Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or may act as depositary for, trustee or agent for or may act on any committee
or body of holders of, securities or other obligations of the Sponsor or its
Affiliates.

                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1    Amendments.

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

SECTION 5.2    Termination of Trust.

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

            (i) upon the bankruptcy of the Sponsor;

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

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

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

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

SECTION 5.3 Governing Law.

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

SECTION 5.4    Headings.

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


                                     - 14 -
<PAGE>

SECTION 5.5 Successors and Assigns.

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

SECTION 5.6 Partial Enforceability.

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


SECTION 5.7    Counterparts.

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

               [Remainder of this page intentionally left blank.]


                                     - 15 -
<PAGE>

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


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


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


                                            WILMINGTON TRUST COMPANY,
                                            as Delaware Trustee


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


                                            CITICORP, as Sponsor


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


                                     - 16 -
<PAGE>

                              CERTIFICATE OF TRUST

                                       OF

                               CITICORP CAPITAL X


      This Certificate of Trust is being executed as of ____________, 1997 for
the purpose of organizing a business trust pursuant to the Delaware Business
Trust Act, 12 Del. C. ss.ss. 3801 et seq. (the "Act").

      The undersigned hereby certifies as follows:

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

      2. Delaware Trustee. The name and business address of the Delaware
resident trustee of the Trust meeting the requirements of Section 3807 of the
Act are as follows:

                      Wilmington Trust Company
                      Rodney Square North
                      1100 North Market Street
                      Wilmington, Delaware 19890

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


                                      - 1 -
<PAGE>

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


                                            WILMINGTON TRUST COMPANY,
                                            as Delaware Trustee


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


                                            /s/ P. M. Gallant
                                            ------------------------
                                            Peter Gallant
                                            Trustee


                                            /s/ Ann M. Goodbody
                                            ------------------------
                                            Ann Goodbody
                                            Trustee


                                      - 2 -