Citigroup to Acquire AST StockPlan Inc.

Business Editors

NEW YORK--(BUSINESS WIRE)--Aug. 15, 2000

Enhances Leading Position With Combined Unit Servicing More Than 2.6

Million Stock Plan Participants and Approximately One Thousand

Corporate Clients Worldwide

Citigroup today announced an agreement to purchase AST StockPlan Inc., a leading independent, full-service provider of stock benefit plan services. Citigroup's acquisition of AST StockPlan will complement Salomon Smith Barney's existing Stock Plan Services group, creating a resource to serve a diverse clientele ranging from pre-IPO companies to Fortune 500 firms. As the trend toward broad-based equity compensation proliferates, the two companies will be positioned to serve the full range of employee stock purchase plans, stock options, and restricted stock programs globally.

AST StockPlan was founded in 1991 and has become a leading innovator in stock plan client service. The company currently services over 545 corporate clients, providing stock benefit administration to more than 645,000 participants, with a particular focus on high tech companies.

AST StockPlan will remain a separate entity servicing its current clients, while the two organizations will work closely together to leverage their respective systems and technological advances to enhance administration of both organizations' corporate client programs. With their combined core competencies, the two companies are positioned to serve plans of all of sizes.

Salomon Smith Barney's Stock Plan Services group is a market leader with 27 years of experience in stock plan administration. SSB has over 500 clients -- including 11 of the Fortune 25 -- with over two million plan participants. The addition of AST StockPlan strengthens Salomon Smith Barney's leadership position in the industry.

Jay Mandelbaum, Vice Chairman and Chief Executive Officer of Salomon Smith Barney's Global Private Client Group, said, "The acquisition of AST StockPlan will significantly add to our capacity and capabilities in the rapidly growing stock plan arena. All of us at Salomon Smith Barney look forward to working with the professionals of AST StockPlan to enhance the service levels and capabilities we will be able to offer our corporate clients."

Uri Kaufthal, President and CEO of AST StockPlan Inc., said, "This acquisition creates a formidable combination of industry expertise with a globally prestigious financial institution. We are excited about the enhancements we can provide our clients, and will continue to serve them with the same commitment and enthusiasm we have always offered."

This transaction is subject to customary closing conditions and is expected to close on or about August 31, 2000.

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.

Citigroup's Global Corporate and Investment Bank brings together Citibank, the world's most global corporate bank, and Salomon Smith Barney, a leading global investment bank and securities brokerage firm. Together they provide complete financial solutions to corporations, governments, institutions and individuals in 100 countries. Award-winning businesses include corporate and investment banking services, investment advice, financial planning and commercial insurance products.

Founded in 1991, AST StockPlan provides full service stock benefit administration to hundreds of public and private corporations. As a full service provider, the company oversees transactions relating to stock options, restricted stock and employee stock purchase plans, assists plan participants through its Stock Administration website and Client Representative center, consults on plan design, tax and accounting issues, as well as providing employee education programs.