Exhibit 99.2


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                    SPIN-OFF OF TRAVELERS PROPERTY CASUALTY

                                December 19, 2001

TRANSACTION OVERVIEW
- --------------------------------------------------------------------------------

- -    Citigroup intends to spin-off Travelers Property Casualty Corp.

     -    Up to 20% of TAP to be sold in an Initial Public Offering in first
          quarter of 2002

     -    Remaining equity of TAP will be spun off by year end on a tax-free
          basis to shareholders of Citigroup

- -    Robert Lipp appointed Chairman and CEO of TAP

- -    Continued relationship between Citigroup and TAP

     -    Distribution: Citigroup will continue to market TAP's homeowners' and
          auto policies through PFS, Citifinancial, and Citibank

     -    Investment advisory: Citigroup intends to provide ongoing investment
          advisory services to TAP



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STRATEGIC IMPACT ON CITIGROUP
- --------------------------------------------------------------------------------

- -    Citigroup to focus on higher growth and return businesses

     -    Continue objective to deliver double-digit earnings growth and 20%+
          ROE to shareholders

- -    Streamlines Citigroup's operations and management structure

- -    Travelers Life and Annuity to be retained by Citigroup as part of wealth
     management strategy

- -    Citigroup ratings affirmed by S&P, Moody's and Fitch


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CITIGROUP'S GROWTH RATE AND RETURNS
- --------------------------------------------------------------------------------

                 INCOME GROWTH                    AVERAGE ROE

              CITI            15%             CITI            22%
              CITI EX-TAP     16%             CITI EX-TAP     23%
              TAP              8%             TAP             15%

              -------------------             -------------------
                1999-2001* CAGR               1999-2001* AVERAGE

N.B. Numbers exclude TAP losses related to the World Trade Center attacks of
$490 million after-tax and include after-tax realized gains and losses for TAP
($70 million in 1999, $31 million in 2000, and $222 million in 2001).

*9 month 2001 results annualized


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 TRAVELERS PROPERTY CASUALTY
- --------------------------------------------------------------------------------

- -    Creates leading independent property and casualty insurance company

     -    Experienced management team - CEO Robert Lipp

- -    Facilitates TAP's ability to participate in industry consolidation

     -    Opportunity to participate independently in industry consolidation

     -    Strategic direction independent of Citigroup's


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CITIGROUP FINANCIAL IMPACT
- --------------------------------------------------------------------------------
($ in millions)



                                             FULL YEAR 2000          1-3Q 2001
                                             --------------          ---------
                                                               
Citigroup Core Income                           $14,140               $10,707

TAP

Commercial Lines                                  1,093                   428
Personal Lines                                      307                   155
Realized Gains/Losses(1)                             31                   222
                                                -------               -------

Total TAP Income                                  1,431                   805(2)

% of Citigroup                                       10%                    8%


1. Reported in Citigroup's "Investment Activities"
2. Includes $490mm of after-tax reserves associated with September 11th events


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The statements contained in this presentation that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Citigroup's actual results may differ materially from
those included in the forward-looking statements. You are also directed to other
risks and uncertainties discussed in documents filed by Citigroup and Travelers
Property Casualty Corp. with the Securities and Exchange Commission.


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