Citibank to Acquire Mellon Bank's Credit Card Business.

NEW YORK--(BUSINESS WIRE)--March 23, 1999--

Related Marketing Agreement with Mellon and Dreyfus Offers Growth

Opportunity

Citibank, a unit of Citigroup, and Mellon Bank Corporation today announced they have s igned an agreement whereby Citibank will acquire Mellon's credit card business, including a portfolio of $1.9 billion in credit card receivables. The transaction, terms of which were not disclosed, is expected to be completed by the end of the first quarter of this year, pending necessary regulatory approvals. For Citibank, the acquisition is in keeping with its overall strategy to focus on the core strengths of its consumer business.

On Jan. 15, 1999, Mellon announced its plans to sell its credit card business, as well as its mortgage business and network services transaction processing unit as part of an initiative to sharpen its strategic focus on businesses with the highest growth and potential for return to its shareholders.

In conjunction with the portfolio acquisition, Citibank will establish an agent bank relationship with Mellon, enabling Citibank to market credit cards under the Mellon and Dreyfus brands. Citibank's affinity card unit has also signed an agreement with the American Dental Association (ADA) subsidiary, ADA Financial Services Company, to manage and market an affinity card program designed especially for ADA members. Mellon previously managed this affinity card program.

"The advantages of acquiring Mellon's card portfolio are two-fold," explained Robert B. Willumstad, Head of Global Consumer Lending for Citigroup. "First, it will enable us to continue to achieve even greater economies of scale within our own credit card business; this improves our profitability and ensures the ongoing development of superior products and services for our customers. Second, it provides Citibank with an opportunity for significant new business growth via our new agent bank relationship with Mellon and Dreyfus."

The addition of Mellon Bank's credit card portfolio, which includes 800,000 accounts, further strengthens Citibank's position as the global leader in consumer credit cards. Upon completion of the acquisition, Citibank will have approximately 70 million credit cards in circulation in the U.S. Their total number of credit and charge cards worldwide will total 96 million.

"As a leading credit card provider not only in the U.S. but around the world, Citibank certainly has the necessary scale, resources and commitment to the business to ensure continuity of high quality service to our customers," said Martin G. McGuinn, Mellon Chairman and Chief Executive Officer. "We are very excited to enter into this relationship with Citibank. Our customers will benefit from their advanced products and technology in the credit card arena."

A broad-based financial services company with a bank at its core, Mellon Bank Corporation ranks among the nation's largest financial services companies in market capitalization. With approximately $2.3 trillion in assets under management, administration or custody, including approximately $390 billion under management, Mellon provides a full range of banking, investment and trust products and services to individuals and small, midsize and large businesses and institutions. Its mutual fund companies, The Dreyfus Corporation and Founders Asset Management, place Mellon as the leading bank manager of mutual funds. Headquartered in Pittsburgh, Mellon's principal subsidiary is Mellon Bank, N.A. Press releases and other information about Mellon Bank Corporation and its products and services are available at www.mellon.com on the Internet.

Citibank is part of Citigroup, 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 more than 100 million customers including consumers, businesses, governments and financial institutions - in 100 countries and territories.