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Press Room
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FOR IMMEDIATE RELEASE
March 21, 2000

Citigroup Announces Intent to Acquire Outstanding Shares of Travelers Property Casualty Class A Common Stock

New York — Citigroup (NYSE: C) announced today that it intends to make a cash tender offer for all the publicly-held shares of Travelers Property Casualty Class A common stock at a price of $41.50 per share. Citigroup currently owns approximately 85% of Travelers Property Casualty outstanding common stock. Any shares of Travelers Property Casualty Class A common stock not purchased in the tender offer will be acquired by Citigroup in a subsequent merger transaction at the same $41.50 per share cash price.

          The transaction was approved by a Special Committee comprised of independent directors of the Travelers Property Casualty Board of Directors based on a number of factors, including the opinion of Morgan Stanley & Co. Incorporated, the financial advisor to the Special Committee that the $41.50 per share consideration to be received by the public stockholders of Travelers Property Casualty in the transaction is fair from a financial point of view to such holders.

          The tender offer will commence shortly after the approval by the Board of Directors of Travelers Property Casualty which is expected later today and will be made only by an offer to purchase and other offering documents, copies of which will be filed with the Securities and Exchange Commission and mailed to Travelers Property Casualty stockholders.

          Salomon Smith Barney is acting as Citigroup's financial advisor in connection with the transaction and will act as dealer manager for the tender offer.

 

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Travelers Property Casualty (NYSE:TAP) is a leading provider of a broad range of insurance products and services for commercial markets, including workers' compensation, integrated disability, property, liability and specialty lines, and fidelity and surety binds. The company is also a leading provider of homeowners and auto insurance for consumers. Travelers Property Casualty is a member of Citigroup (NYSE: C). For more information on Travelers Property Casualty and its products, please visit the company's website at www.travelers.com.

Citigroup (NYSE:C), the most global financial services company, provides some 100 million consumers, corporations, governments and institutions in 100 countries with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, insurance, securities brokerage and asset management. The 1998 merger of Citicorp and Travelers Group brought together such brand names as Citibank, Travelers, Salomon Smith Barney, Commercial Credit (now named CitiFinancial), and Primerica under Citigroup's trademark red umbrella. Additional information may be found at: www.citigroup.com