Correction: Fitch Affirms Citigroup; Places Golden State On Rating Watch Positive.

Business Editors

CHICAGO--(BUSINESS WIRE)--May 22, 2002

(This is an amended version of a press release issued May 21, 2002, containing revised rating information on California Commerce Bank).

Fitch Ratings has affirmed the ratings for Citigroup (senior debt 'AA') and its US commercial bank related subsidiaries and has placed the ratings assigned to Golden State Bancorp (senior debt 'BB+') and its subsidiaries on Rating Watch Positive. The rating actions are in response to today's announcement that Citigroup has entered into a definitive agreement to acquire Golden State. The transaction is expected to close in late third quarter 2002. At that time, Fitch expects to upgrade Golden State's ratings to those assigned to Citigroup. A list of ratings is provided below.

Fitch's affirmation of Citigroup's ratings incorporates key quantitative and qualitative factors. The purchase will be financed through a combination of cash and stock, which results in Citigroup retaining capital ratios acceptable for the assigned rating category. The issuance of stock combined with the dominant size of Citigroup, greatly reduces the risk associated with Golden State's double leverage, which has been a significant rating factor in Fitch's assessment of Golden State.

While Golden State represents slightly more than 5% of Citigroup's assets, integration risks are more pronounced in the mortgage operation and retail bank. Golden State's loan activity is dominated by the origination and servicing of residential mortgage loans. These assets should add an element of stability in asset quality as Citigroup strives to integrate Golden State in what is likely to remain a challenging economic environment. However, the size and scope of Golden State's mortgage operations are on par with those of Citigroup's, which will strongly link the integration of origination and servicing platforms to the ultimate success of the merger. Further, the dominant size of Golden State's retail banking operation in California compared with that of Citigroup's, heightens the risk associated with the conversion of deposit customers to a common system. It is expected that the branch networks will be merged and operated under the Citibank brand. These integration risks are mitigated to some degree by the successful track records of Citigroup and Golden State in conducting merger integrations.

The success of the merger goes beyond a smooth operational integration. While Golden State's risk profile is dominated by its mortgage business, recent efforts have seen the franchise strive to take on more commercial bank like characteristics. Citigroup has demonstrated success in improving the operational efficiency and sales culture of its US retail branch system. The long-term success of the merger will hinge on Citigroup's ability to implement sales tools, systems, and products and services to propel the performance of the California operation. The transformation of Citigroup's California operation will face challenges presented by the presence of entrenched retail franchises with larger market shares and the difficulty of changing the thrift culture of Golden State.

Ratings Affirmed:

Citigroup

-- Long-term deposit 'BBB+';

-- Short-term deposit 'F2';

-- Senior debt/long-term issuer 'BBB';

-- Subordinated debt 'BBB-';

-- Preferred stock 'BBB-';

-- Short-term debt/short-term issuer 'F2';

-- Individual 'B/C';

-- Support '5'.

Citicorp

-- Long-term deposit 'BBB+';

-- Short-term deposit 'F2';

-- Senior debt/long-term issuer 'BBB';

-- Subordinated debt 'BBB-';

-- Preferred stock 'BBB-';

-- Short-term debt/short-term issuer 'F2';

-- Individual 'B/C';

-- Support '5'.

California Commerce Bank

-- Long-term deposit 'BBB+';

-- Short-term deposit 'F2';

-- Senior debt/long-term issuer 'BBB';

-- Subordinated debt 'BBB-';

-- Preferred stock 'BBB-';

-- Short-term debt/short-term issuer 'F2';

-- Individual 'B/C';

-- Support '5'.

Citibank, N.A.

Citibank, FSB

Citibank Delaware

Citibank (South Dakota), N.A.

Citibank (New York State)

Citibank (Nevada) NA

-- Long-term deposit 'BBB+';

-- Short-term deposit 'F2';

-- Senior debt/long-term issuer 'BBB';

-- Subordinated debt 'BBB-';

-- Preferred stock 'BBB-';

-- Short-term debt/short-term issuer 'F2';

-- Individual 'B/C';

-- Support '5'.

Citigroup Capital I-VIII

Citicorp Capital I-III

-- Trust preferred stock 'AA-'.

Ratings Placed on Rating Watch Positive:

Golden State Bancorp

-- Long-term deposit 'BBB+';

-- Short-term deposit 'F2';

-- Senior debt/long-term issuer 'BBB';

-- Subordinated debt 'BBB-';

-- Preferred stock 'BBB-';

-- Short-term debt/short-term issuer 'F2';

-- Individual 'B/C';

-- Support '5'.

California Federal Bank, FSB

-- Long-term deposit 'BBB+';

-- Short-term deposit 'F2';

-- Senior debt/long-term issuer 'BBB';

-- Subordinated debt 'BBB-';

-- Preferred stock 'BBB-';

-- Short-term debt/short-term issuer 'F2';

-- Individual 'B/C';

-- Support '5'.

California Federal Preferred Capital

-- REIT preferred stock 'BBB-'.

First Nationwide Savings Bank

-- Subordinated debt 'BBB-'.