FOR IMMEDIATE RELEASE
March 23, 1999

Citigroup Strengthens Core Consumer Business with Three Acquisitions

New York — As part of its strategy to be the world's leading full service provider of consumer financial services, Citigroup today announced three separate acquisitions designed to strengthen its position in the area of consumer lending.

• Citibank agreed to acquire Mellon Bank's credit card business, including a portfolio of $1.9 billion in credit card receivables.
• Commercial Credit, as previously announced, signed an agreement to acquire a $558 million loan portfolio and 128 consumer finance branch offices from Associates First Capital Corporation.
• Citibank completed the acquisition of Santiago, Chile-based Financiero Atlas, a consumer finance company with 65 branches throughout Chile and $460 million in assets.

          Separately, Citigroup also completed the sale of its Newbridge Securities unit, a correspondent securities business, to Donaldson, Lufkin & Jenrette. Terms of the three acquisitions, as well as the divestiture, were not disclosed. Citibank's purchase of Financiero Atlas was completed earlier this month. Citigroup expects to complete the other transactions by the end of the first quarter, pending regulatory approvals.

          "Our announcements today are in keeping with our overall business goal – to be the leader in providing high-quality, end-to-end financial services for consumers around the world," explained William I. Campbell, Co-CEO for Citigroup's Consumer Business. "With this series of transactions, Citigroup is better-positioned in several of our core consumer businesses, including credit cards and personal, or consumer, lending."

          Robert I. Lipp, also Co-CEO for Citigroup's Consumer Business, noted that, "Collectively, these acquisitions will enable Citigroup to achieve greater economies of scale within our broad consumer business, and enhance our financial product offerings and service capabilities for customers. We're in the process of refocusing our resources on businesses in which we are a clear leader and those that hold tremendous opportunity for growth and away from non-strategic ventures. This will give us a business mix that better addresses the overall corporate strategy, and offers the best opportunity for cross-selling within the organization."

          Citigroup expects to realize the following benefits from the acquisitions announced today:

• The $1.9 billion Mellon Bank credit card portfolio will further strengthen Citibank's position as the global leader in consumer credit cards. In the U.S. credit cards in circulation will now number 70 million, with worldwide credit and charge cards totaling 96 million. The acquisition includes the establishment of an agent bank relationship to market credit cards under the Mellon and Dreyfus brands. Also, Citibank's affinity card unit will manage and market an affinity card program designed especially for members of the American Dental Association.
   
• By acquiring 128 offices of The Associates, as well as a substantial loan portfolio, Commercial Credit significantly expands its on-the-ground lending presence to more than 1,100 offices throughout the U.S. Commercial Credit currently provides personal loans and home equity products to more than 1 million customers through more than 1,000 offices in 45 states.
   
• Citibank's purchase of Financiero Atlas raises its share of the consumer lending market in Chile to 15 percent. This consumer lending business will be jointly managed by Citibank Chile and Commercial Credit and embodies the strategic goal to develop consumer finance operations in selected markets worldwide.

          Citigroup is the world's most global financial services organization. Citigroup's consumer businesses cover a broad range of financial services in 57 countries — retail and private banking, credit and charge cards, mortgage lending, consumer lending, personal financial planning, personal insurance and investment brokerage and counseling. These services are marketed through Citibank, Commercial Credit, Primerica, Travelers Life & Annuity and Travelers Property Casualty. Together, these consumer businesses earned $2.8 billion in 1998, representing 58 percent of Citigroup's core business income.

          Today Citigroup serves over 100 million customers – including consumers, businesses, governments and financial institutions – in 100 countries and territories.

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