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                    PREFERRED SECURITIES GUARANTEE AGREEMENT


                  Citicorp Capital [X] [XI] [XII] [XIII] [XIV]


                      Dated as of ___________________, 1997


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                                TABLE OF CONTENTS

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1   Definitions and Interpretation...............................  2

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1   Trust Indenture Act; Application.............................  5
SECTION 2.2   Lists of Holders of Securities...............................  6
SECTION 2.3   Reports by the Preferred Guarantee
              Trustee......................................................  6
SECTION 2.4   Periodic Reports to Preferred Guarantee
              Trustee......................................................  6
SECTION 2.5   Evidence of Compliance with Conditions
              Precedent....................................................  6
SECTION 2.6   Events of Default; Waiver....................................  7
SECTION 2.7   Event of Default; Notice.....................................  7
SECTION 2.8   Conflicting Interests........................................  7

                                   ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                           PREFERRED GUARANTEE TRUSTEE

SECTION 3.1   Powers and Duties of the Preferred
              Guarantee Trustee............................................  8
SECTION 3.2   Certain Rights of Preferred Guarantee
              Trustee...................................................... 10
SECTION 3.3   Not Responsible for Recitals or Issuance
              of Preferred Securities Guarantee............................ 12
SECTION 3.4   Compensation and Reimbursement............................... 12

                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1   Preferred Guarantee Trustee; Eligibility..................... 13
SECTION 4.2   Appointment, Removal and Resignation of
              Preferred Guarantee Trustee.................................. 14

                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1   Guarantee.................................................... 15
SECTION 5.2   Waiver of Notice and Demand.................................. 15
SECTION 5.3   Obligations Not Affected..................................... 15
SECTION 5.4   Rights of Holders............................................ 16
SECTION 5.5   Guarantee of Payment......................................... 17
SECTION 5.6   Subrogation.................................................. 17


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                                                                           Page
                                                                           ----

SECTION 5.7   Independent Obligations...................................... 17

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1   Limitation of Transactions................................... 17
SECTION 6.2   Ranking...................................................... 18

                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1   Termination.................................................. 18

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1   Exculpation.................................................. 19
SECTION 8.2   Indemnification.............................................. 19

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1   Successors and Assigns....................................... 20
SECTION 9.2   Amendments................................................... 20
SECTION 9.3   Notices...................................................... 20
SECTION 9.4   Benefit...................................................... 21
SECTION 9.5   Governing Law................................................ 21


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                    PREFERRED SECURITIES GUARANTEE AGREEMENT


            This GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"),
dated as of ___________________1997, is executed and delivered by Citicorp, a
Delaware corporation (the "Guarantor"), and Wilmington Trust Company, a national
banking association duly organized and existing under the laws of the United
States, as trustee (the "Preferred Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities (as
defined herein) of Citicorp Capital [X] [XI] [XII] [XIII] [XIV] , a Delaware
statutory business trust (the "Issuer").

            WHEREAS, pursuant to an Amended and Restated Declaration of Trust
(the "Declaration"), dated as of_________________1997, among the trustees of the
Issuer named therein, the Guarantor, as sponsor, and the holders from time to
time of undivided beneficial interests in the assets of the Issuer, the Issuer
is issuing on the date hereof _____________ preferred securities, having an
aggregate liquidation amount of $______________, designated the ______%
Preferred Securities (the "Preferred Securities");

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

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

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


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                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1  Definitions and Interpretation

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

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

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

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

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

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

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

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

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

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


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            "Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at Rodney Square North, 1100
North Market Street, Wilmington, DE 19890.

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

            "Debentures" means the series of junior subordinated debt securities
of the Guarantor designated the_______% Junior Subordinated Deferrable Interest
Debentures due ________15, 2027 held by the Institutional Trustee (as defined in
the Declaration) of the Issuer.

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

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

            "Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Preferred
Securities have given any


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request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.

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

            "Indenture" means the Indenture dated as of December 17, 1996, among
the Guarantor (the "Debenture Issuer") and Wilmington Trust Company, as trustee,
and any indenture supplemental thereto pursuant to which certain subordinated
debt securities of the Debenture Issuer are to be issued to the Property Trustee
of the Issuer.

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

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

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

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

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

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


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

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

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

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

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

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1  Trust Indenture Act; Application

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

            (b) if and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts


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with the duties imposed by Section 310 to 317, inclusive, of the Trust Indenture
Act, such imposed duties shall control.

SECTION 2.2  Lists of Holders of Securities

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

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

SECTION 2.3  Reports by the Preferred Guarantee Trustee

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

SECTION 2.4  Periodic Reports to Preferred Guarantee Trustee

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

SECTION 2.5  Evidence of Compliance with Conditions Precedent

            The Guarantor shall provide to the Preferred Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided for in
this Preferred Securities Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion


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required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

SECTION 2.6  Events of Default; Waiver

            The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

SECTION 2.7  Event of Default; Notice

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

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

SECTION 2.8  Conflicting Interests

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

                                   ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                           PREFERRED GUARANTEE TRUSTEE

SECTION 3.1  Powers and Duties of the Preferred Guarantee Trustee

            (a) This Preferred Securities Guarantee shall be held by the
Preferred Guarantee Trustee for the benefit of the Holders


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of the Preferred Securities, and the Preferred Guarantee Trustee shall not
transfer this Preferred Securities Guarantee to any Person except a Holder of
Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or
to a Successor Preferred Guarantee Trustee on acceptance by such Successor
Preferred Guarantee Trustee of its appointment to act as Successor Preferred
Guarantee Trustee. The right, title and interest of the Preferred Guarantee
Trustee shall automatically vest in any Successor Preferred Guarantee Trustee,
and such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Preferred Guarantee Trustee.

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

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

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

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

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


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            covenants or obligations shall be read into this Preferred
            Securities Guarantee against the Preferred Guarantee Trustee; and

                  (B) in the absence of bad faith on the part of the Preferred
            Guarantee Trustee, the Preferred Guarantee Trustee may conclusively
            rely, as to the truth of the statements and the correctness of the
            opinions expressed therein, upon any certificates or opinions
            furnished to the Preferred Guarantee Trustee and conforming to the
            requirements of this Preferred Securities Guarantee; but in the case
            of any such certificates or opinions that by any provision hereof
            are specifically required to be furnished to the Preferred Guarantee
            Trustee, the Preferred Guarantee Trustee shall be under a duty to
            examine the same to determine whether or not they conform to the
            requirements of this Preferred Securities Guarantee;

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

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

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

SECTION 3.2  Certain Rights of Preferred Guarantee Trustee

            (a) Subject to the provisions of Section 3.1:


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

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

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

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

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

            (vi) The Preferred Guarantee Trustee shall be under no obligation to
      exercise any of the rights or powers vested in it by this Preferred
      Securities Guarantee at the request or direction of any Holder, unless
      such Holder shall have provided to the Preferred Guarantee Trustee such
      security and indemnity, reasonably satisfactory to the Preferred Guarantee
      Trustee, against the costs, expenses (including attorneys' fees and
      expenses and the expenses of the Preferred Guarantee Trustee's agents,
      nominees or custodians) and liabilities that might be incurred by it in
      complying with such request or direction, including such


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      reasonable advances as may be requested by the Preferred Guarantee
      Trustee; provided that, nothing contained in this Section 3.2(a)(vi) shall
      be taken to relieve the Preferred Guarantee Trustee, upon the occurrence
      of an Event of Default, of its obligation to exercise the rights and
      powers vested in it by this Preferred Securities Guarantee.

            (vii) The Preferred Guarantee Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document, but the Preferred Guarantee
      Trustee, in its discretion, may make such further inquiry or investigation
      into such facts or matters as it may see fit.

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

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

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

            (xi) The Preferred Guarantee Trustee shall not be liable for any
      action taken, suffered, or omitted to be taken by it in good faith and
      reasonably believed by it to


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      be authorized or within the discretion or rights or powers conferred upon
      it by this Preferred Securities Guarantee.

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

SECTION 3.3  Not Responsible for Recitals or Issuance of Preferred Securities
           Guarantee

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

SECTION 3.4  Compensation and Reimbursement

           The Guarantor agrees:

            (a) To pay the Preferred Guarantee Trustee from time to time such
reasonable compensation as the Guarantor and the Preferred Guarantee Trustee
shall from time to time agree in writing for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); and

            (b) Except as otherwise expressly provided herein, to reimburse the
Preferred Guarantee Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Preferred Guarantee Trustee
in accordance with the provisions of this Preferred Securities Guarantee
(including the reasonable compensation and expenses of its agents and counsel),
except any such expense, disbursement or advance that may be attributable to its
negligence or bad faith.

            The provisions of this Section shall survive the termination of this
Preferred Securities Guarantee.


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                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1  Preferred Guarantee Trustee; Eligibility

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

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

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

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

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

SECTION 4.2  Appointment, Removal and Resignation of Preferred Guarantee Trustee

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

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


                                       13
<PAGE>

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

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

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

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

            (g) The Guarantor shall give notice of each resignation and each
removal of the Preferred Guarantee Trustee and each appointment of a Successor
Preferred Guarantee Trustee to all Holders in the manner provided in Section 9.3
hereof. Each notice shall include the name of the Successor Preferred Guarantee
Trustee and the address of its corporate trust office.

                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1  Guarantee

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


                                       14
<PAGE>

payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2  Waiver of Notice and Demand

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

SECTION 5.3  Obligations Not Affected

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

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

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

            (c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

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


                                       15
<PAGE>

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

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

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

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

SECTION 5.4  Rights of Holders

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

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

SECTION 5.5  Guarantee of Payment

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

SECTION 5.6  Subrogation

            The Guarantor shall be subrogated to all (if any) rights of the
Holders against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this


                                       16
<PAGE>

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

SECTION 5.7  Independent Obligations

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

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1  Limitation of Transactions

            So long as any Preferred Securities remain outstanding, if there
shall have occurred an Event of Default or an event of default under the
Declaration or the Guarantor has exercised its option to defer interest payments
on the Debentures, then (a) the Guarantor shall not declare or pay any dividends
on, make any distribution with respect to, or redeem, purchase, acquire for
value or make a liquidation payment with respect to any of its capital stock
(other than (i) purchases or acquisitions of shares of Common Stock in
connection with the satisfaction by the Guarantor of its obligations under any
employee benefit plans or other contractual obligations (other than a
contractual obligation ranking pari passu with or junior in right of payment to
the Debentures) entered into prior to the date of issuance of the Debentures,
(ii) as a result of a reclassification of the Guarantor's capital stock or the
exchange or conversion of one class or series of the Guarantor's capital stock
for another class or series of the Guarantor's capital stock or (iii) the
purchase of fractional interests in shares of the Guarantor's capital stock
pursuant to the conversion or exchange provisions of such capital stock of the
Guarantor or the security being converted or exchanged) and (b) the Guarantor
shall not make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities issued by the Guarantor


                                       17
<PAGE>

that rank pari passu with or junior in right of payment to the Debentures.

SECTION 6.2  Ranking

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

                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1  Termination

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

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1  Exculpation

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


                                       18
<PAGE>

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

SECTION 8.2  Indemnification

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

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1  Successors and Assigns

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

SECTION 9.2  Amendments

            This Preferred Securities Guarantee may be amended only by an
instrument in writing signed by the Guarantor, provided that, except with
respect to any changes that do not adversely affect the rights of Holders (in
which case no consent of Holders will be required), this Preferred Securities
Guarantee may only be amended with the prior approval of the Holders of at least
a Majority in liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accrued and unpaid Distributions
to the date upon which the voting percentages are determined) of all the
outstanding


                                       19
<PAGE>

Preferred Securities; and provided, further, that no amendment that affects the
rights, powers, duties, obligations or immunities of the Preferred Guarantee
Trustee shall be effective unless approved in writing by the Preferred Guarantee
Trustee. The provisions of Section 12.2 of the Declaration with respect to
meetings of Holders of the Securities apply to the giving of such approval.

SECTION 9.3  Notices

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

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

                       Wilmington Trust Company
                       Rodney Square North
                       9th Floor
                       1100 North Market Street
                       Wilmington, DE  19890-0001
                       Attention:  Corporate Trust Trustee
                                   Administration
                             Telecopy: (302) 651-8882

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

                       Citibank, N.A.
                       Office of Corporate Finance
                       153 East 53rd Street, 6th floor
                       New York, New York 10043
                       Attention:  Gregory C. Ehlke, Vice President
                       Telecopy:  (212) 527-2765

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

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


                                       20
<PAGE>

SECTION 9.4  Benefit

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

SECTION 9.5  Governing Law

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


                                       21
<PAGE>

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

                                       CITICORP, as Guarantor


                                       By:_________________________
                                          Name:
                                          Title:


                                       WILMINGTON TRUST COMPANY, as
                                       Preferred Guarantee Trustee


                                       By:_________________________
                                          Name:
                                          Title:


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