Exhibit 10.17.3

              AMENDMENT TO THE CITICORP DEFERRED COMPENSATION PLAN

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         As of September 28, 2001 (except as otherwise expressly set forth
below), the Citicorp Deferred Compensation Plan (the "Plan"), which became
effective October 1995, is hereby amended as follows:

1.    Effective November 1, 2000, the second sentence of paragraph 5.3 of the
      Plan was amended to read in its entirety as follows:

      "As of November 1, 2000, the valuation date for determining credits to
      lump sum payments following Retirement and to installment payments shall
      be December 31 of the year preceding the year in which such payments will
      be made."

2.    The third sentence of paragraph 6.2 of the Plan shall be amended to read
      in its entirety as follows:

      "Payment of Mandatory Deferral Account Balances under this paragraph 6.2
      shall not apply to any portion of the Mandatory Deferral Account for which
      the Participant elected, prior to January 1, 2000, a continuing deferral
      under paragraph 6.7."

3.    The third sentence of paragraph 6.3.2 of the Plan, which reads "The
      participant shall not be allowed to elect a continuing deferral under
      Section 6.7," shall be deleted in its entirety.

4.    The third sentence of paragraph 6.4 of the Plan, which reads "Neither the
      Participant nor the Participant's Beneficiary shall be allowed to elect a
      continuing deferral under paragraph 6.7," shall be deleted in its
      entirety.

5.    The third sentence of paragraph 6.5 of the Plan, which reads "The
      Participant shall not be allowed to elect a continuing deferral under
      paragraph 6.7," shall be deleted in its entirety.

6.    The third sentence of paragraph 6.6 of the Plan, which reads "The
      Participant shall not be allowed to elect a continuing deferral under
      paragraph 6.7," shall be deleted in its entirety.

7.    Effective January 1, 2000, paragraph 6.7 of the Plan was deleted in its
      entirety and replaced with the following new paragraph 6.7:

      "As of January 1, 2000, Participants may not elect to postpone
      distribution of the Mandatory Deferral Account Balance attributable to
      such deferred Variable Compensation Award by having such amount credited
      to a Voluntary Deferral Account."



8.    Effective January 1, 2001, the following new paragraph 6.8 of the Plan was
      adopted:

      "As of January 1, 2001, if a Participant is re-hired by the Corporation
      after leaving the Corporation for any reason, the Participant's account
      will be adjusted as of the re-hire date and the Participant's employment
      status in the Plan will be returned to active. The account will be
      adjusted by taking the current dollar value of the account by plan year
      and dividing it by the average of the high and low price of Citigroup
      common stock on the re-hire date in order to reassign stock units.
      However, if the calculation results in a higher number of stock units than
      the participant had upon termination, the account will be reinstated with
      the same number of stock units that the Participant had upon termination.
      Once stock units have been reassigned, the account will be credited with
      dividend equivalents on a quarterly basis and reflect the market
      performance of Citigroup common stock. The Corporation shall pay to the
      Participant the Mandatory Deferral Account Balance accrued as per the
      Normal Payment provisions in paragraph 6.2."