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                           [ ] SUPPLEMENTAL INDENTURE

                                     between

                                    CITICORP

                                       and

                      WILMINGTON TRUST COMPANY, as Trustee

                              Dated as of [ ], 1997


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                                TABLE OF CONTENTS
                                                                         Page
                                                                         ----

                                    ARTICLE I
                                   DEFINITIONS

        SECTION 1.1.  Definition of Terms...............................  2

                                   ARTICLE II
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

        SECTION 2.1.  Designation and Principal Amount..................  3
        SECTION 2.2.  Maturity..........................................  4
        SECTION 2.3.  Form and Payment..................................  4
        SECTION 2.4.  Global Debenture..................................  4
        SECTION 2.5.  Interest..........................................  6

                                   ARTICLE III
                          REDEMPTION OF THE DEBENTURES

        SECTION 3.1.  Tax Event and Regulatory Capital Event
                      Redemption........................................  7
        SECTION 3.2.  Optional Redemption by Company....................  9
        SECTION 3.3.  No Sinking Fund................................... 10

                                   ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

        SECTION 4.1.  Extension of Interest Payment Period.............. 10
        SECTION 4.2.  Notice of Extension............................... 11
        SECTION 4.3.  Limitation of Transactions........................ 11

                                    ARTICLE V
                                    EXPENSES

        SECTION 5.1.  Payment of Expenses............................... 12
        SECTION 5.2.  Payment Upon Resignation or Removal............... 13

                                   ARTICLE VI
                                FORM OF DEBENTURE

        SECTION 6.1.  Form of Debenture................................. 13

                                   ARTICLE VII
                          ORIGINAL ISSUE OF DEBENTURES

        SECTION 7.1.  Original Issue of Debentures...................... 22


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                                  ARTICLE VIII
                          COVENANT TO LIST ON EXCHANGE

        SECTION 8.1.  Listing on an Exchange............................ 23

                                   ARTICLE IX
                                  MISCELLANEOUS

        SECTION 9.1.  Ratification of Indenture......................... 23
        SECTION 9.2.  Trustee Not Responsible for Recitals.............. 23
        SECTION 9.3.  Governing Law..................................... 23
        SECTION 9.4.  Separability...................................... 23
        SECTION 9.5.  Counterparts...................................... 23


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               [ ] SUPPLEMENTAL INDENTURE, dated as of [ ], 1997 (the "[
]Supplemental Indenture"), between Citicorp, a Delaware corporation (the
"Company"), and Wilmington Trust Company, as trustee (the "Trustee") under the
Indenture dated as of December 17, 1996 between the Company and the Trustee (the
"Indenture").

               WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of the Company's unsecured junior
subordinated debt securities to be issued from time to time in one or more
series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Indenture;

               WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of its Securities to be
known as its [ ]% Junior Subordinated Deferrable Interest Debentures due May 15,
2027 (the "Debentures"), the form and substance of such Debentures and the
terms, provisions and conditions thereof to be set forth as provided in the
Indenture and this [ ]Supplemental Indenture;

               WHEREAS, Citicorp Capital [X] [XI] [XII] [XIII] [XIV], a Delaware
statutory business trust (the "Trust"), has issued to the public, in exchange
for certain Depositary Shares, $__________ aggregate liquidation amount of its [
%] Capital Securities (the "Preferred Securities"), representing undivided
beneficial interests in the assets of the Trust and proposes to invest the
Depository Shares tendered and accepted in such exchange, together with the
proceeds of the issuance and sale by the Trust to the Company of $_________
aggregate liquidation amount of its [ %] Common Securities (the "Common
Securities"), in $_____________ aggregate principal amount of the Debentures;
and

               WHEREAS, the Company has requested that the Trustee execute and
deliver this [ ] Supplemental Indenture and all requirements necessary to make
this [ ] Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Debentures, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this [ ] Supplemental Indenture has
been duly authorized in all respects:

               NOW THEREFORE, in consideration of the purchase and acceptance of
the Debentures by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Debentures and the
terms, provisions and


<PAGE>

conditions thereof, the Company covenants and agrees with the Trustee as
follows:

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1 Definition of Terms.

               Unless the context otherwise requires:

               (a) a term defined in the Indenture has the same meaning when
used in this [ ] Supplemental Indenture;

               (b) a term defined anywhere in this [ ] Supplemental Indenture
has the same meaning throughout;

               (c) the singular includes the plural and vice versa;

               (d) a reference to a Section or Article is to a Section or
Article of this [ ] Supplemental Indenture;

               (e) headings are for convenience of reference only and do not
affect interpretation;

               (f) the following terms have the meanings given to them in the
Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii) Dissolution Tax
Opinion; (iv) Institutional Trustee; (v) No Recognition Opinion; (vi) Preferred
Security Certificate; (vii) Pricing Agreement; (viii) Redemption Tax Opinion;
(ix) Regular Trustees; (x) Regulatory Capital Event; (xi) Tax Event; (xii) Tax
Counsel; (xiii) Dealer Manager Agreement; and (xiv) Depositary Shares; and

               (g) the following terms have the meanings given to them in this
Section 1.1(g):

               "Additional Interest" shall have the meaning set forth in Section
2.5.

               "Compounded Interest" shall have the meaning set forth in Section
4.1.

               "Declaration" means the Amended and Restated Declaration of Trust
of Citicorp Capital [X] [XI] [XII] [XIII] [XIV], a Delaware statutory business
trust, dated as of _________________ 1997.

               "Deferred Interest" shall have the meaning set forth in Section
4.1.


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               "Dissolution Event" means the liquidation of the Trust by the
Regular Trustees pursuant to the Declaration as a result of the occurrence and
continuation of a Tax Event or a Regulatory Capital Event, and the distribution
of the Debentures held by the Institutional Trustee to the Holders of the Trust
Securities issued by the Trust pro rata in accordance with the Declaration.

               "Extended Interest Payment Period" shall have the meaning set
forth in Section 4.1.

               "Federal Reserve" shall mean the Board of Governors of the
Federal Reserve System.

               "Global Debenture" shall have the meaning set forth in Section
2.4.

               "Interest Payment Date" shall have the meaning set forth in
Section 2.5(a).

               "Non Book-Entry Preferred Securities" shall have the meaning set
forth in Section 2.4.

               "Redemption Percentage" shall have the meaning set forth in
Section 3.2.

               "Redemption Price" shall have the meaning set forth in Section
3.2.

               "Scheduled Maturity Date" shall mean the date on which the
Debentures mature and on which the principal shall be due and payable, together
with all accrued and unpaid interest thereon (including any Compounded Interest
and Additional Interest), which date shall be May 15, 2027, unless shortened to
a date not earlier than May 15, 2002, or extended to a date not later than May
15, 2046, as provided in Section 2.2.

               "Trust Securities" shall mean the Preferred Securities and the
Common Securities, collectively.

                                   ARTICLE II
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1 Designation and Principal Amount.

               There is hereby authorized a series of Securities designated the
"[ %] Junior Subordinated Deferrable Interest Debentures due May 15, 2027",
limited in aggregate principal amount to $_____________, which amount shall be
as set forth in any written order of the Company for the authentication and
delivery of Debentures pursuant to Section 2.04 of the Indenture.


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SECTION 2.2    Maturity.

               (a) The Debentures shall mature on May 15, 2027. The Company has
the right at any time to shorten the maturity of the Debentures to a date not
earlier than May 15, 2002. The exercise of such right is subject to the
obtaining of any required regulatory approvals. The Company also has the right
to extend the maturity of the Debentures to a date not later than May 15, 2046,
so long as at the time such election is made and at the time such extension
commences (i) the Company is not in bankruptcy, otherwise insolvent or in
liquidation, (ii) the Company is not in default in the payment of any interest
or principal on the Debentures, (iii) the Trust is not in arrears on payments of
distributions on the Preferred Securities and no deferred distributions on the
Preferred Securities are accumulated and (iv) the Debentures are rated at least
BBB- by Standard & Poor's Ratings Services, at least Baa3 by Moody's Investors
Service, Inc. or at least the equivalent by any other nationally recognized
statistical rating organization.

               (b) In the event that the Company elects to shorten or extend the
maturity date of the Debentures, it shall give notice to the Trustee, and the
Trustee shall give notice of such shortening or extension to the holders of the
Debentures no more than 90 and no less than 30 days prior to the effectiveness
thereof.

SECTION 2.3 Form and Payment.

               Except as provided in Section 2.4, the Debentures shall be issued
in fully registered, certificated form without interest coupons. Principal and
interest on the Debentures issued in certificated form will be payable, the
transfer of such Debentures will be registrable and such Debentures will be
exchangeable for Debentures bearing identical terms and provisions at the office
or agency of the Trustee; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the holder at such address
as shall appear in the security register. Notwithstanding the foregoing, so long
as the holder of any Debentures is the Institutional Trustee, the payment of the
principal of and interest (including Compounded Interest and Additional
Interest, if any) on such Debentures held by the Institutional Trustee will be
made at such place and to such account as may be designated by the Institutional
Trustee.

SECTION 2.4 Global Debenture.

               (a) In connection with a Dissolution Event,

               (i) the Debentures in certificated form may be presented to the
       Trustee by the Institutional Trustee in


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       exchange for a global Debenture in an aggregate principal amount equal to
       the aggregate principal amount of all outstanding Debentures (a "Global
       Debenture"), to be registered in the name of the Depositary, or its
       nominee, and delivered by the Trustee to the Depositary for crediting to
       the accounts of its participants pursuant to the instructions of the
       Regular Trustees. The Company upon any such presentation shall execute a
       Global Debenture in such aggregate principal amount and deliver the same
       to the Trustee for authentication and delivery in accordance with the
       Indenture and this [ ] Supplemental Indenture. Payments on the Debentures
       issued as a Global Debenture will be made to the Depositary; and

               (ii) if any Preferred Securities are held in non- book-entry
       certificated form, the Debentures in certificated form may be presented
       to the Trustee by the Institutional Trustee and any Preferred Security
       Certificate which represents Preferred Securities other than Preferred
       Securities held by the Clearing Agency or its nominee ("Non Book-Entry
       Preferred Securities") will be deemed to represent beneficial interests
       in Debentures presented to the Trustee by the Institutional Trustee
       having an aggregate principal amount equal to the aggregate liquidation
       amount of the Non Book-Entry Preferred Securities until such Preferred
       Security Certificates are presented to the Security Registrar for
       transfer or reissuance at which time such Preferred Security Certificates
       will be cancelled and a Debenture, registered in the name of the holder
       of the Preferred Security Certificate or the transferee of the holder of
       such Preferred Security Certificate, as the case may be, with an
       aggregate principal amount equal to the aggregate liquidation amount of
       the Preferred Security Certificate cancelled, will be executed by the
       Company and delivered to the Trustee for authentication and delivery in
       accordance with the Indenture and this [ ] Supplemental Indenture. Upon
       the issuance of such Debentures, Debentures with an equivalent aggregate
       principal amount that were presented by the Institutional Trustee to the
       Trustee will be deemed to have been cancelled.

               (b) A Global Debenture may be transferred, in whole but not in
part, only to another nominee of the Depositary, or to a successor Depositary
selected or approved by the Company or to a nominee of such successor
Depositary.

               (c) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or if at any time the Depositary
for such series shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by


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the Company within 90 days after the Company receives such notice or becomes
aware of such condition, as the case may be, the Company will execute, and,
subject to Article II of the Indenture, the Trustee, upon written notice from
the Company, will authenticate and make available for delivery the Debentures in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Debenture in exchange for such Global Debenture. In addition, the Company may at
any time determine that the Debentures shall no longer be represented by a
Global Debenture. In such event the Company will execute, and subject to Section
2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate
evidencing such determination by the Company, will authenticate and deliver the
Debentures in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Debenture in exchange for such Global Debenture. Upon the
exchange of the Global Debenture for such Debentures in definitive registered
form without coupons, in authorized denominations, the Global Debenture shall be
cancelled by the Trustee. Such Debentures in definitive registered form issued
in exchange for the Global Debenture shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Securities to the Depositary for delivery to the
Persons in whose names such Securities are so registered.

SECTION 2.5    Interest.

               (a) Each Debenture will bear interest at the rate of [ %] per
annum (the "Coupon Rate") from the original date of issuance until the principal
thereof becomes due and payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the Coupon Rate, compounded quarterly,
payable (subject to the provisions of Article Four) quarterly in arrears on
February 15, May 15, August 15 and November 15, of each year (each, an "Interest
Payment Date") commencing on May 15, 1997, to the Person in whose name such
Debenture or any predecessor Debenture is registered, at the close of business
on the regular record date for such interest installment, which, in respect of
any Debentures of which the Institutional Trustee is the holder of a Global
Debenture, shall be the close of business on the Business Day next preceding
that Interest Payment Date. Notwithstanding the foregoing sentence, if the
Debentures are no longer in book-entry only form and not represented by a Global
Debenture, except if the Debentures are held by the Institutional Trustee, the
Company may select a regular record date for such interest installment which
shall be any date not less than one


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nor more than fifteen Business Days before an Interest Payment Date.

               The Debentures will also accrue interest at the rate of __% per
annum of the principal amount thereof for the period from February 15, 1997 to
but excluding the Expiration Date, payable on May 15, 1997 as provided in the
preceding paragraph. No deferral of interest will be permitted with respect to
interest accrued for the period from February 15, 1997 to but excluding the
Expiration Date.

               (b) The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
period shorter than a full quarterly period for which interest is computed, will
be computed on the basis of the actual number of days elapsed. In the event that
any date on which interest is payable on the Debentures is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

               (c) If, at any time while the Institutional Trustee is the holder
of any Debentures, the Trust or the Institutional Trustee is required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any case, the Company will pay as additional interest
("Additional Interest") on the Debentures held by the Institutional Trustee,
such additional amounts as shall be required so that the net amounts received
and retained by the Trust and the Institutional Trustee after paying such taxes,
duties, assessments or other governmental charges will be equal to the amounts
the Trust or the Institutional Trustee would have received had no such taxes,
duties, assessments or other government charges been imposed. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
interest on, or in respect of, any Debenture, such mention shall be deemed to
include mention of the payment of Additional Interest, if any, provided for in
this Section 2.5 to the extent that, in such context, Additional Interest is,
was or would be payable in respect thereof pursuant to the provisions hereof and
express mention of the payment of Additional Interest (if applicable) in any
provisions hereof shall not be construed as excluding Additional Interest in
those provisions hereof where such express mention is not made.


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<PAGE>

                                   ARTICLE III
                          REDEMPTION OF THE DEBENTURES

SECTION 3.1    Tax Event and Regulatory Capital Event Redemption.

               (a) If at any time prior to May 15, 2002, a Tax Event has
occurred and is continuing and

               (i) the Company has received a Redemption Tax Opinion; or

               (ii) after receiving a Dissolution Tax Opinion, the Regular
       Trustees shall have been informed by Tax Counsel that a No Recognition
       Opinion cannot be delivered to the Trust,

then, in each case, notwithstanding anything to the contrary in Section 3.2(a)
but subject to Section 3.2(c), the Company shall have the right, upon not less
than 30 nor more than 60 days' notice to the Holders of the Debentures, to
redeem the Debentures, in whole or in part, within 90 days following the
occurrence of such Tax Event at the Redemption Price, provided that (i) if at
the time there is available to the Company the opportunity to eliminate, within
the 90 days following the occurrence of such Tax Event, the Tax Event by taking
some ministerial action, such as filing a form or making an election, or
pursuing some other similar reasonable measure which has no adverse effect on
the Company, the Trust or the Holders of the Trust Securities issued by the
Trust, the Company shall pursue such ministerial action or measure in lieu of
redemption, and (ii) the Company shall have no right to redeem the Debentures
while the Trust is pursuing any such ministerial action pursuant to its
obligations under the Declaration.

               (b) If at any time prior to May 15, 2002, a Regulatory Capital
Event has occurred and is continuing then, subject to Sections 3.2(b), (c) and
(d), the Company shall have the right, upon not less than 30 nor more than 60
days' notice to the Holders of the Debentures, to redeem the Debentures, in
whole or in part, within 90 days following the occurrence of such Regulatory
Capital Event, at the Redemption Price set forth in Section 3.2(b), provided
that (i) if at the time there is available to the Company the opportunity to
eliminate, within such 90-day period, the Regulatory Capital Event by taking
some ministerial action, such as filing a form or making an election, or
pursuing some other similar reasonable measure which has no adverse effect on
the Company, the Trust or the Holders of the Trust Securities issued by the
Trust, the Company shall pursue such ministerial action or measure in lieu of
redemption, and (ii) the Company shall have no right to redeem the Debentures
while the Trust is pursuing any such ministerial action or measure pursuant to
its obligations under the Declaration.


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               (c) The Redemption Price shall be paid prior to 12:00 noon, New
York time, on the date of such redemption or such earlier time as the Company
determines, provided that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date
such Redemption Price is to be paid.

SECTION 3.2 Optional Redemption by Company.

               (a) Subject to the provisions of Sections 3.1, 3.2(b), 3.2(c) and
to the provisions of Article Fourteen of the Indenture, except as otherwise may
be specified in this [ ] Supplemental Indenture, the Company shall have the
right to redeem the Debentures, in whole or in part, from time to time, on or
after May 15, 2002, at the Redemption Price.

               (b) The Redemption Price in the case of any redemption pursuant
to Section 3.1(a), 3.1(b) or 3.2(a) will equal the applicable Redemption
Percentage (as described below) times the principal amount of the Debentures,
plus accrued interest thereon (including any Compounded Interest and Additional
Interest) to but excluding the date fixed for redemption (the "Redemption
Price").

               The Redemption Percentage, in the case of any redemption
occurring prior to May 15, 2002, will equal the applicable percentage set out in
the following table if the redemption date occurs during the three-month period
beginning on and including the indicated Interest Payment Date and ending on and
including the day preceding the immediately following Interest Payment Date in
the years indicated:

               DATE                                      REDEMPTION PERCENTAGE
               ----                                      ---------------------
               
               February 15, 1997.....................              %
               May 15, 1997..........................
               August 15, 1997.......................
               November 15, 1997.....................
               February 15, 1998.....................
               May 15, 1998..........................
               August 15, 1998.......................
               November 15, 1998.....................
               February 15, 1999.....................
               May 15, 1999..........................
               August 15, 1999.......................
               November 15, 1999.....................
               February 15, 2000.....................
               May 15, 2000..........................
               August 15, 2000.......................
               November 15, 2000.....................
               February 15, 2001.....................
               May 15, 2001..........................
     

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               August 15, 2001.......................
               November 15, 2001.....................
               February 15, 2002.....................
               May 15, 2002..........................

               The Redemption Percentage will be 100% for any redemption on or
after May 15, 2002.

               (c) If a partial redemption of the Debentures pursuant to Section
3.1 or this Section 3.2 would result in the delisting of the Preferred
Securities issued by the Trust from any national securities exchange or other
organization on which the Preferred Securities are then listed, the Company
shall not be permitted to effect such partial redemption and may only redeem the
Debentures in whole.

               (d) Any redemption of Debentures pursuant to Section 3.1 or
Section 3.2 shall be subject to the Company obtaining the prior approval of the
Federal Reserve, if such approval is then required under applicable law or
capital guidelines of the Federal Reserve.

SECTION 3.3    No Sinking Fund.

               The Debentures are not entitled to the benefit of any sinking
fund.

                                   ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1    Extension of Interest Payment Period.

               The Company shall have the right, at any time and from time to
time during the term of the Debentures, to defer payments of interest by
extending the interest payment period of such Debentures for a period not
exceeding 20 consecutive quarterly interest periods, including the first such
quarterly interest period during such extension period (the "Extended Interest
Payment Period"), during which Extended Interest Payment Period no interest
shall be due and payable; provided that no Extended Interest Payment Period may
extend beyond the Scheduled Maturity Date. To the extent permitted by applicable
law, interest, the payment of which has been deferred because of the extension
of the interest payment period pursuant to this Section 4.1, will bear interest
thereon at the Coupon Rate compounded quarterly for each quarterly interest
period within the Extended Interest Payment Period ("Compounded Interest"). At
the end of the Extended Interest Payment Period, the Company shall pay all
interest accrued and unpaid on the Debentures, including any Additional Interest
and Compounded Interest (together, "Deferred Interest") that shall be payable to
the Holders of the Debentures


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<PAGE>

in whose names the Debentures are registered in the security register on the
first record date after the end of the Extended Interest Payment Period. Before
the termination of any Extended Interest Payment Period, the Company may further
defer payments of interest by further extending such period, provided that such
period, together with all such previous and further extensions within such
Extended Interest Payment Period, shall not exceed 20 consecutive quarterly
interest periods, including the first such quarterly interest period during such
Extended Interest Payment Period, or extend beyond the Scheduled Maturity Date
of the Debentures. Upon the termination of any Extended Interest Payment Period
and the payment of all Deferred Interest then due, the Company may commence a
new Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period
except at the end thereof, but the Company may prepay at any time all or any
portion of the interest accrued during an Extended Interest Payment Period.

SECTION 4.2 Notice of Extension.

               (a) If the Institutional Trustee is the only registered holder of
the Debentures at the time the Company selects or extends an Extended Interest
Payment Period, the Company shall give written notice to the Regular Trustees
and the Institutional Trustee of its selection of such Extended Interest Payment
Period one Business Day before the earlier of (i) the date on which
Distributions on the Preferred Securities issued by the Trust are payable, or
(ii) the date the Regular Trustees are required to give notice of the record
date, or the date such Distributions are payable, to any applicable
self-regulatory organization or to Holders of the Preferred Securities issued by
the Trust.

               (b) If the Institutional Trustee is not the only holder of the
Debentures at the time the Company selects an Extended Interest Payment Period,
the Company shall give the Holders of the Debentures and the Trustee written
notice of its selection of such Extended Interest Payment Period at least 10
Business Days before the earlier of (i) the next succeeding Interest Payment
Date, or (ii) the date the Company is required to give notice of the record or
payment date of such interest payment to any applicable self-regulatory
organization or to Holders of the Debentures.

               (c) The quarterly interest period in which any notice is given
pursuant to paragraphs (a) or (b) of this Section 4.2 shall be counted as one of
the 20 quarterly interest periods permitted in the maximum Extended Interest
Payment Period permitted under Section 4.1.

SECTION 4.3 Limitation of Transactions.


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<PAGE>

               If (i) the Company shall exercise its right to defer payment of
interest as provided in Section 4.1 or (ii) there shall have occurred any Event
of Default, as defined in the Indenture, then (a) the Company shall not declare
or pay any dividends on, make any distributions with respect to, or redeem,
purchase, acquire for value or make a liquidation payment with respect to, any
of its capital stock (other than (x) purchases or acquisitions of shares of its
common stock in connection with the satisfaction by the Company of its
obligations under any employee benefit plans or other contractual obligations of
the Company (other than a contractual obligation ranking pari passu with or
junior in right of payment to the Debentures) entered into prior to the date of
issuance of the Debentures, (y) as a result of a reclassification of its capital
stock or the exchange or conversion of one class or series of the Company's
capital stock for another class or series of its capital stock or (z) the
purchase of fractional interests in shares of its capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged) and (b) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by the Company which rank pari passu with or junior in
right of payment to the Debentures.

                                    ARTICLE V
                                    EXPENSES

SECTION 5.1 Payment of Expenses.

               In connection with the offering, sale and issuance of the
Debentures to the Institutional Trustee and in connection with the sale and
issuance of the Common Securities and the offer and issuance of the Preferred
Securities by the Trust, the Company, in its capacity as borrower with respect
to the Debentures, shall:

               (a) pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, including commissions or other compensation to the
dealer managers (the "Dealer Managers") payable pursuant to the Dealer Manager
Agreement, and compensation of the Trustee under the Indenture in accordance
with the provisions of Section 6.06 of the Indenture;

               (b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Common Securities and the offer and issuance
of the Preferred Securities(including fees or other compensation payable to the
Dealer Managers in connection therewith), the fees and expenses of the
Institutional Trustee and the Delaware Trustee, the costs and expenses relating
to the operation of the Trust, including


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<PAGE>

without limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses, costs
and expenses incurred in connection with the acquisition, financing, and
disposition of Trust assets, costs and expenses related to the dissolution of
the Trust and all fees and expenses related to the enforcement by the
Institutional Trustee of the rights of the Holders of the Preferred Securities);

               (c) be primarily and fully liable for any indemnification
obligations arising with respect to the Declaration; and

               (d) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.

SECTION 5.2    Payment Upon Resignation or Removal.

               Upon termination of this [ ] Supplemental Indenture or the
Indenture or the removal or resignation of the Trustee, unless otherwise stated,
the Company shall pay to the Trustee all amounts accrued to the date of such
termination, removal or resignation. Upon termination of the Declaration or the
removal or resignation of the Delaware Trustee or the Institutional Trustee, as
the case may be, pursuant to Section 5.6 of the Declaration, the Company shall
pay to the Delaware Trustee or the Institutional Trustee, as the case may be,
all amounts accrued to the date of such termination, removal or resignation.

                                   ARTICLE VI
                                FORM OF DEBENTURE

SECTION 6.1 Form of Debenture.

               The Debentures and the Trustee's Certificate of Authentication to
be endorsed thereon are to be substantially in the following forms:

                           (FORM OF FACE OF DEBENTURE)

               [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT This
Debenture is a Global Debenture within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee of a
Depositary. This Debenture is exchangeable for Debentures registered in the name
of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this


                                       13
<PAGE>

Debenture (other than a transfer of this Debenture as a whole by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

               Unless this Debenture is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any Debenture issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]

No. _________________                                  CUSIP No. ______________


                                    CITICORP

             [ %] JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
                                DUE MAY 15, 2027

               Citicorp, a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ______________ or registered
assigns, the principal sum of _____________ Dollars on May 15, 2027, as such
date may be shortened or extended as provided herein (such date, as it may be
shortened or extended, the "Scheduled Maturity Date") (or upon the earlier
redemption hereof as further described herein), and premium, if any, and to pay
interest on said principal sum from ____________, 1997, or from the most recent
interest payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on February 15,May 15, August 15 and November 15 of
each year commencing __________15, 1997, at the rate of [ %] per annum until the
principal hereof shall have become due and payable, and on any overdue principal
and premium, if any, and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded quarterly. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months. In the event that any date on which interest is
payable on this Debenture is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. The interest installment
so payable, and punctually paid or duly provided for, on any


                                       14
<PAGE>

Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Debenture (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the regular record
date for such interest installment, which shall be the close of business on the
business day next preceding such Interest Payment Date. Payments of such
interest may be deferred by the Company pursuant to Article IV of the Indenture.
This Debenture will also accrue interest at the rate of __% per annum of the
principal amount thereof for the period from February 15, 1997 to but excluding
the Expiration Date (as defined in the Indenture), payable on May 15, 1997. No
deferral of interest will be permitted with respect to interest accruing for the
period from February 15, 1997 to but excluding the Expiration Date. [IF PURSUANT
TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES ARE NO LONGER REPRESENTED BY A
GLOBAL DEBENTURE -- which shall be the close of business on the ____ business
day next preceding such Interest Payment Date.] Any such interest installment
not punctually paid or duly provided for shall forthwith cease to be payable to
the registered Holders on such regular record date and may be paid to the Person
in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on a special record date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof shall be
given to the registered Holders of this series of Debentures not less than 10
days prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. The principal of
(and premium, if any) and the interest on this Debenture shall be payable at the
office or agency of the Trustee maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the security register.
Notwithstanding the foregoing, so long as the holder of this Debenture is the
Institutional Trustee, the payment of the principal of (and premium, if any) and
interest on this Debenture will be made at such place and to such account as may
be designated by the Institutional Trustee.

               Whenever in this Debenture there is mentioned, in any context,
the payment of the principal of or interest on, or in respect of, any Debenture,
such mention shall be deemed to include mention of the payment of Additional
Interest, if any, provided for in Section 2.5 of the Indenture to the extent
that, in such context, Additional Interest is, was or would be payable in
respect thereof pursuant to the provisions herein and therein and express
mention of the payment of Additional Interest (if applicable) in any provisions
hereof shall not be construed as


                                       15
<PAGE>

excluding Additional Interest in those provisions hereof where such express
mention is not made.

               The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. Each holder of
this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

               This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.

               The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.

               IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

Dated: ____________, 1997

                                    CITICORP


                                    By:________________________________
                                    Name:
                                    Title:


Attest:


By:________________________________
Name:
Title:


                                       16
<PAGE>

                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

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

Dated _______________

Wilmington Trust Company,           or                Citibank, N.A.,
as Trustee                                            as Authenticating
                                                      Agent


By _______________________                            By____________________
   Authorized Signatory                                 Authorized Signatory


                         (FORM OF REVERSE OF DEBENTURE)

               This Debenture is one of a duly authorized series of Debentures
of the Company (herein sometimes referred to as the "Debentures"), specified in
the Indenture, all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of December 17, 1996, duly executed and
delivered between the Company and Wilmington Trust Company, as Trustee (the
"Trustee"), as supplemented by the [ ]Supplemental Indenture dated as
of___________, 1997, between the Company and the Trustee (the Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Debentures. By the terms of the
Indenture, the Debentures are issuable in series that may vary as to amount,
date of maturity, rate of interest and in other respects as provided in the
Indenture. This series of Debentures is limited in aggregate principal amount as
specified in said [ ] Supplemental Indenture.

               Upon the occurrence and continuation of a Tax Event the Company
shall have the right, subject to certain conditions set forth in Section 3.1 of
the Indenture, to redeem this Debenture prior to May 15, 2002, in whole or in
part, at the Redemption Price within 90 days following the occurrence of such
Tax Event. Upon the occurrence of a Regulatory Capital Event, the Company shall
have the right to redeem this Debenture prior to May 15, 2002, in whole or in
part, at the Redemption Price within 90 days following the occurrence of such
Regulatory Capital Event. In addition, the Company shall have the right to
redeem this


                                       17
<PAGE>

Debenture, in whole or in part, at any time on or after May 15, 2002, at the
Redemption Price. The "Redemption Price", in the case of any such redemption,
will equal the applicable Redemption Percentage (as described below) of the
principal amount of the redeemed Debentures, plus accrued interest thereon
(including any Compounded Interest and Additional Interest) to but excluding the
date fixed for redemption.

               The Redemption Percentage, in the case of any redemption
occurring prior to May 15, 2002 pursuant to Section 3.2(a), will equal the
applicable percentage set out in the following table if the redemption date
occurs during the three-month period beginning on and including the indicated
Interest Payment Date and ending on and including the day preceding the
immediately following Interest Payment Date in the years indicated:

               DATE                                      REDEMPTION PERCENTAGE
               ----                                      ---------------------
               
               February 15,1997..................                  %
               May 15,1997.......................
               August 15,1997....................
               November 15,1997..................
               February 15 15,1998...............
               May 15,1998.......................
               August 15,1998....................
               November 15,1998..................
               February 15,1999..................
               May 15,1999.......................
               August 15,1999....................
               November 15,1999..................
               February 15,2000..................
               May 15,2000.......................
               August 15,2000....................
               November 15,2000..................
               February 15,2001..................
               May 15,2001.......................
               August 15,2001....................
               November 15,2001..................
               February 15,2002..................
               May 15,2002.......................
  
               The Redemption Percentage will be 100% for any redemption on or
after May 15, 2002.

               The Redemption Price shall be paid prior to 12:00 noon, New York
time, on the date of such redemption or at such earlier time as the Company
determines. Any redemption pursuant to this paragraph will be made upon not less
than 30 days nor more than 60 days notice. If the Debentures are only partially
redeemed by the Company, the Debentures will be redeemed pro rata or by lot


                                       18
<PAGE>

or by any other method utilized by the Trustee; provided that if, at the time of
redemption, the Debentures are registered as a Global Debenture, the Depositary
shall determine the principal amount of such Debentures held by each
Debentureholder to be redeemed in accordance with its procedures.

               In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will be
issued in the name of the holder hereof upon the cancellation hereof.

               Notwithstanding the foregoing, any redemption of Debentures by
the Company shall be subject to the prior approval of the Board of Governors of
the Federal Reserve System (the "Federal Reserve"), if such approval is then
required under applicable law or capital guidelines of the Federal Reserve.

               In case an Event of Default (as defined in the Indenture) shall
have occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

               The Company has the right at any time to shorten the Scheduled
Maturity Date of the Debentures to a date not earlier than May 15, 2002. The
exercise of such right is subject to the obtaining of any required regulatory
approvals. The Company also has the right to extend the maturity of the
Debentures to a date no later than __________ 2046, so long as at the time such
election is made and at the time such extension commences (i) the Company is not
in bankruptcy, otherwise insolvent or in liquidation, (ii) the Company is not in
default in the payment of any interest or principal on the Debentures, (iii) the
Trust is not in arrears on payments of distributions on the Preferred Securities
and no deferred distributions on the Preferred Securities are accumulated and
(iv) the Debentures are rated at lest BBB- by Standard & Poor's Ratings
Services, at least Baa3 by Moody's Investors Service, Inc. or at least the
equivalent by any other nationally recognized statistical rating organization.

               The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Debentures; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Debentures of any series, or reduce the principal amount thereof


                                       19
<PAGE>

(including in the case of a discounted Security the amount payable thereon in
the event of acceleration or the amount provable in bankruptcy) or any
redemption premium thereon, or reduce the rate or extend the time of payment of
interest thereon, or make the principal of, or interest or premiums, if any, on
the Debentures payable in any coin or currency other than that provided in the
Debentures, or impair or affect the right of any holder of Debentures to
institute suit for the payment thereof or the right of prepayment, if any, at
the option of the holder, without the consent of the holder of each Debenture so
affected, or (ii) reduce the aforesaid percentage of Debentures, the Holders of
which are required to consent to any such supplemental indenture, without the
consent of the Holders of each Debenture then outstanding and affected thereby.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Debentures of any series at the time
outstanding affected thereby, on behalf of all of the Holders of the Debentures
of such series, to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to the Indenture
with respect to such series, and its consequences, except a default in the
payment of the principal of or premium, if any, or interest on any of the
Debentures of such series. Any such consent or waiver by the registered holder
of this Debenture (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future Holders and owners
of this Debenture and of any Debenture issued in exchange heretofore or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture.

               No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at the
rate and in the money herein prescribed.

               The Company shall have the right, at any time and from time to
time during the term of the Debentures, to defer payments of interest by
extending the interest payment period of such Debentures for a period not
exceeding 20 consecutive quarterly interest periods, including the first such
quarterly period during such extension period, and not to extend beyond the
Scheduled Maturity Date of the Debentures (an "Extended Interest Payment
Period"), at the end of which period the Company shall pay all interest then
accrued and unpaid (together with interest thereon at the rate specified for the
Debentures to the extent that payment of such interest is enforceable under
applicable law). In the event that the Company exercises its right to defer
interest payments, then, prior to the payment of all accrued interest on
outstanding Debentures, (a) the Company shall not


                                       20
<PAGE>

declare or pay any dividends on, make any distributions 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 the Company's Common Stock in connection with the satisfaction by the Company
of its obligations under any employee benefit plans or other contractual
obligations of the Company (other than a contractual obligation ranking pari
passu with or junior in right of payment to the Debentures) entered into prior
to the date of issuance of the Debentures, (ii) as a result of a
reclassification of the Company's capital stock or the exchange or conversion of
one class or series of the Company's capital stock for another class or series
of the Company's capital stock or (iii) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock of the Company or the security being converted
or exchanged) and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company that rank pari passu with or junior in right of
payment to the Debentures. Before the termination of any such Extended Interest
Payment Period, the Company may further defer payments of interest by further
extending such Extended Interest Payment Period, provided that such Extended
Interest Payment Period, together with all such previous and further extensions
within such Extended Interest Payment Period, shall not exceed 20 consecutive
quarterly interest periods, including the first quarterly period during such
Extended Interest Payment Period, or extend beyond the Scheduled Maturity Date
of the Debentures. Upon the termination of any such Extended Interest Payment
Period and the payment of all accrued and unpaid interest and any additional
amounts then due, the Company may commence a new Extended Interest Payment
Period, subject to the foregoing requirements.

               As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered holder
hereof on the security register of the Company, upon surrender of this Debenture
for registration of transfer at the office or agency of the Trustee in the City
and State of New York accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the
registered holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Debentures of authorized denominations and for the
same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.


                                       21
<PAGE>

               Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and the Security Registrar
may deem and treat the registered holder hereof as the absolute owner hereof
(whether or not this Debenture shall be overdue and notwithstanding any notice
of ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

               No recourse shall be had for the payment of the principal of or
the interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

               The Debentures of this series are issuable only in registered
form without coupons in denominations of $25 and any integral multiple thereof.
This Global Debenture is exchangeable for Debentures in definitive form only
under certain limited circumstances set forth in the Indenture. Debentures of
this series so issued are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations herein and therein set forth,
Debentures of this series so issued are exchangeable for a like aggregate
principal amount of Debentures of this series of a different authorized
denomination, as requested by the holder surrendering the same.

               All terms used in this Debenture that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

               THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE AND THE DEBENTURES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.

                                   ARTICLE VII
                          ORIGINAL ISSUE OF DEBENTURES

SECTION 7.1 Original Issue of Debentures.


                                       22
<PAGE>

               Debentures in the aggregate principal amount of $_____________
may, upon execution of this [ ] Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Debentures to or upon the written order
of the Company, signed by its Chairman, its Vice Chairman, its President, or any
Vice President and its Treasurer or an Assistant Treasurer, without any further
action by the Company.

                                  ARTICLE VIII
                          COVENANT TO LIST ON EXCHANGE

SECTION 8.1 Listing on an Exchange

               If the Debentures are distributed to the holders of the Preferred
Securities issued by the Trust, and the Preferred Securities are then so listed,
the Company will use its best efforts to list such Debentures on the New York
Stock Exchange, Inc. or on such other exchange or automated quotation system on
which the Preferred Securities are then listed.

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1 Ratification of Indenture.

               The Indenture, as supplemented by this [ ] Supplemental
Indenture, is in all respects ratified and confirmed, and this [ ] Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.

SECTION 9.2    Trustee Not Responsible for Recitals.

               The recitals herein contained are made by the Company and not by
the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency
of this [ ] Supplemental Indenture.

SECTION 9.3 Governing Law.

               This [ ]Supplemental Indenture and each Debenture shall be deemed
to be a contract made under the internal laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

SECTION 9.4    Separability.

               In case any one or more of the provisions contained in this [ ]
Supplemental Indenture or in the Debentures shall for any reason be held to be
invalid, illegal or unenforceable in any


                                       23
<PAGE>

respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this [ ] Supplemental Indenture or of the Debentures, but
this [ ] Supplemental Indenture and the Debentures shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or
therein.


                                       24
<PAGE>

SECTION 9.5    Counterparts.

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


                                       25
<PAGE>

               IN WITNESS WHEREOF, the parties hereto have caused this [ ]
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, on the date or dates indicated in the
acknowledgements and as of the day and year first above written.


                                    CITICORP


                                    By:________________________
                                    Name:
                                    Title:

Attest:


By:__________________________


                                    WILMINGTON TRUST COMPANY,
                                    as Trustee


                                    By:________________________
                                    Name:
                                    Title:

Attest:


By:_________________________


                                       26