Citigroup to Acquire First American Bank in Texas.

NEW YORK & BRYAN, Texas -- Citigroup (NYSE: C) and First American Bank, SSB, today announced that Citigroup will acquire First American Bank, one of the largest independent financial institutions in Texas. The transaction is expected to be immediately accretive to Citigroup's earnings. Terms of the transaction are not being disclosed.

The transaction will establish Citigroup's retail banking presence in Texas, giving Citigroup over 100 branches, $3.5 billion in assets and approximately 120,000 new customers in the state. The transaction is expected to close in the first quarter of 2005, subject to applicable regulatory approvals.

"We are strongly focused on investing in the future growth of Citigroup's businesses. Texas is a highly attractive market, and expanding Citigroup's Citibank retail distribution franchise in the U.S., especially in important geographies such as this, is a key element of our strategy. To accomplish our goals, we intend to drive the growth of the retail banking operation in Texas with our successful consumer banking model, complementing First American Bank's already powerful commercial banking engine," said Robert B. Willumstad, Citigroup's President and Chief Operating Officer.

"I am very pleased that Citigroup has chosen First American Bank as its entry into Texas banking," said Donald A. Adam, First American Bank's Chairman and Chief Executive Officer. "As the world's financial services leader, I feel as though Citigroup is the clear choice to lead our bank into becoming a leading financial services provider in Texas. With shared business and community philosophies and an expanded and diverse product mix, our team of professionals looks forward to working with Citigroup to see that the benefits of this transaction are fully realized. I am confident that our existing customer base will enjoy continued relationships with our great staff while reaping the benefits of doing business with an institution of Citigroup's worldwide presence," Mr. Adam concluded.

Ajay Banga, Executive Vice President of Citigroup's Global Consumer Group and President of Citibank's North American Retail Banking organization said, "We have been impressed with the talent of First American's employees, the depth of its customer relationships and the high caliber of its operations. We believe First American Bank's customers, particularly those in the small and middle market business segment, will benefit significantly from our wide array of innovative products and our commitment to serving our customers. We believe we are very well positioned to further grow the franchise by developing a consumer retail focus based on our best-in-class branch business model. We look forward to working with First American's employees to create a culture that combines the best of both organizations."

Citigroup currently plans to retain all of First American's branches and selling locations throughout the state and to provide continued employment to the existing First American sales force. Following the acquisition, First American branch locations will be converted to Citibank Financial Centers under the Citibank brand name, offering business and retail customers an outstanding array of products and services to meet their financial needs. These include:

--Comprehensive foreign exchange services for small and middle market businesses;

--A full complement of advanced cash management and treasury solutions for businesses;

--Citibank's pioneering Citipro, a complimentary, detailed financial check-up that evaluates a client's financial situation and designs specific solutions with their needs and goals in mind;

--Industry-leading money movement services through Citibank Global Transfers, which allows customers to send funds real-time and affordably from U.S. Citibank accounts to other Citibank accounts domestically or abroad or to quickly transfer funds between Citibank accounts and accounts at other institutions, such as brokerage accounts;

--The Citibank AAdvantage Debit Card and the Citibank AAdvantage Credit Card, which allow users to receive American Airlines AAdvantage miles for many purchases;

--Dedicated, around-the-clock telephone consumer customer service in multiple languages; and

--Award-winning online banking at www.Citibank.com, a 24 X 7 free service that offers unlimited free online bill payment, 7-year statement history, wireless and email alerts, account integration, transactional services in Spanish as well as English, online check imaging, online chat and a customizable home page.

Citigroup has had a presence in Texas for many years and currently employs approximately 16,000 people in the state, including:

--Citibank's Sales and Service Center in San Antonio, with 4,000 employees;

--The Dallas headquarters of CitiFinancial International, Citigroup's worldwide consumer finance business;

--94 CitiFinancial branches in the state, as well as auto division and home equity operations;

--CitiCapital, headquartered in Irving, one of the largest U.S.-based commercial finance businesses, focused primarily on equipment finance and leasing; and

--Offices of Citicorp Credit Services, Inc., CitiMortgage, Citistreet, a global benefits delivery company, Smith Barney, Travelers Life and Annuity and American Health and Life Insurance Company.

First American Bank, SSB, a subsidiary of The Adam Corporation/Group, is a $3.5 billion financial institution with 102 full service banking centers throughout Texas. While having a strong presence in Texas communities such as Bryan/College Station, Midland/Odessa, Amarillo, Wichita Falls, and Abilene, First American has made a strategic commitment to focus expansion in larger metropolitan areas such as the Dallas/Ft. Worth Metroplex, Houston and Austin.

Citigroup (NYSE: C), the preeminent global financial services company has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, insurance, securities brokerage, and asset management. Major brand names under Citigroup's trademark red umbrella include Citibank, CitiFinancial, Primerica, Smith Barney, Banamex, and Travelers Life and Annuity. Additional information may be found at www.citigroup.com.

Certain Statements in this document are "forward-looking Statements" within the meaning of the Private Securities Litigation Reform Act. These Statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these Statements due to a variety of factors. More information about these factors is contained in Citigroup's filings with the Securities and Exchange Commission.