Securities and Exchange
Commission
Historical Society

https://scripophily.com/rm-smythe-old-company-research/

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<SEC-DOCUMENT>0000912057-97-009916.txt : 19970325
<SEC-HEADER>0000912057-97-009916.hdr.sgml : 19970325
ACCESSION NUMBER: 0000912057-97-009916
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19970423
FILED AS OF DATE: 19970324
SROS: NYSE
SROS: PSE

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: TRAVELERS GROUP INC
CENTRAL INDEX KEY: 0000831001
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 521568099
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09924
FILM NUMBER: 97561605

BUSINESS ADDRESS:
STREET 1: 388 GREENWICH ST
STREET 2: LEGAL DEPT 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10013
BUSINESS PHONE: 2128168000

MAIL ADDRESS:
STREET 1: 388 GREENWICH ST
STREET 2: LEGAL DEPT 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10013

FORMER COMPANY:
FORMER CONFORMED NAME: TRAVELERS INC
DATE OF NAME CHANGE: 19940103

FORMER COMPANY:
FORMER CONFORMED NAME: PRIMERICA CORP /NEW/
DATE OF NAME CHANGE: 19920703

FORMER COMPANY:
FORMER CONFORMED NAME: COMMERCIAL CREDIT GROUP INC
DATE OF NAME CHANGE: 19890102
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<DESCRIPTION>DEFINITIVE 14A
<TEXT>

<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

TRAVELERS GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]

TRAVELERS GROUP INC.
388 Greenwich Street
New York, New York 10013

March 24, 1997

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Travelers Group Inc. on Wednesday, April 23, 1997. The meeting will be held at
Carnegie Hall, 881 Seventh Avenue, New York, New York, at 9:00 a.m. local time.
The entrance to Carnegie Hall is on 57th Street just east of Seventh Avenue.

At this meeting of stockholders, we will be voting on a number of important
matters. Please take the time to read carefully each of the proposals for
stockholder action described in the proxy materials.

Thank you for your continued support of our Company.

Sincerely,

/s/ Sanford I. Weill
------------------------------
Sanford I. Weill

CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
<PAGE>
TRAVELERS GROUP INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Travelers Group Inc. (the "Company")
will be held at Carnegie Hall, 881 Seventh Avenue, New York, New York, on
Wednesday, April 23, 1997 at 9:00 a.m. local time, for the following purposes:

ITEM 1. To consider and vote upon the proposal to amend the Restated
Certificate of Incorporation of Travelers Group Inc. to provide
for the annual election of the entire Board of Directors;

ITEM 2. To elect twenty-one directors to the Board;

ITEM 3. To ratify the selection of the Company's independent auditors for
1997;

and to transact such other business as may properly come before the
Annual Meeting.

The Board of Directors has set the close of business on March 5, 1997 as the
record date for determining stockholders entitled to notice of and to vote at
the Annual Meeting. A list of stockholders entitled to vote at the Annual
Meeting will be maintained at the Company's headquarters, 388 Greenwich Street,
New York, New York prior to the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting.

By Order of the Board of Directors

/s/ Charles O. Prince, III
------------------------------
Charles O. Prince, III
SECRETARY

March 24, 1997

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE SIGNED, DATED AND PROMPTLY
RETURNED IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
<PAGE>
TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013

------------------------

PROXY STATEMENT
------------------------

ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is being furnished to stockholders of Travelers Group
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies for use at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at Carnegie Hall,
881 Seventh Avenue, New York, New York, on Wednesday, April 23, 1997, at 9:00
a.m. local time, and at any adjournments or postponements of such meeting. This
Proxy Statement and the accompanying proxy card are being mailed beginning on or
about March 24, 1997, to stockholders of the Company on March 5, 1997, the
record date for the Annual Meeting (the "Record Date"). Employees of the Company
who are participants in one or more of the Company's benefit plans may receive
this Proxy Statement and their proxy cards separately. The Company's Annual
Report to Stockholders for the fiscal year ended December 31, 1996 will be
delivered to stockholders prior to or concurrently with the mailing of the proxy
material.

Stockholders of the Company are cordially invited to attend the Annual
Meeting. Whether or not you expect to attend, it is important that you complete
the enclosed proxy card, and sign, date and return it as promptly as possible in
the envelope enclosed for that purpose. You have the right to revoke your proxy
at any time prior to its use by filing a written notice of revocation with the
Secretary of the Company prior to the convening of the Annual Meeting, or by
presenting another proxy card with a later date. If you attend the Annual
Meeting and desire to vote in person, you may request that your previously
submitted proxy card not be used.

As a result of prior transactions including the payment of stock dividends
in 1993 and 1996 and the merger with The Travelers Corporation ("old
Travelers"), certain of the Company's records, including but not limited to
those relating to stock option grants and deferred shares for directors, include
fractional share amounts. The Company cannot issue fractional share interests,
however, and accordingly fractional share amounts have been deleted from the
numbers reported in this proxy statement.

VOTING RIGHTS

As of the Record Date, the outstanding stock of the Company entitled to
receive notice of and to vote at the Annual Meeting consisted of 641,150,835
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), and 3,012,293 shares of $4.53 ESOP Convertible Preferred Stock, Series
C, par value $1.00 per share (the "Series C Preferred Stock"). The Series C
Preferred Stock was issued in exchange for the Series A Convertible Preference
Stock of old Travelers following the merger of old Travelers with and into the
Company (the "Travelers Merger") effective December 31, 1993. Each share of
Common Stock is entitled to one vote on each matter that is voted on at the
Annual Meeting, and each share of Series C Preferred Stock is entitled to 2.61
votes on each matter that is voted on at the Annual Meeting. The Common Stock
and the Series C Preferred Stock will vote together as a single class on all
matters scheduled to be voted on at the Annual Meeting. Neither class is
entitled to cumulative voting.

The Company's other series of preferred stock, $1.00 par value, the 8.125%
Cumulative Preferred Stock, Series A and the 9.25% Preferred Stock, Series D,
have no right to vote on any of the matters that are scheduled to be voted on at
the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the best knowledge of the Company, as of the Record Date no person
"beneficially owned" (as that term is defined by the Securities and Exchange
Commission (the "SEC")) more than 5% of the Common Stock outstanding and
entitled to vote at the Annual Meeting.
<PAGE>
All of the Series C Preferred Stock is held of record by Dory & Co., the
nominee of Fleet National Bank of Connecticut, One Federal Street, Boston,
Massachusetts 02211, as trustee (the "ESOP Trustee") acting in connection with
the employee stock ownership portion of the Travelers Group 401(k) Savings Plan
(the "Savings Plan"). As of the Record Date, the shares of Series C Preferred
Stock outstanding were beneficially held by approximately 23,826 holders (the
"ESOP Holders") through their participation in the Savings Plan.

QUORUM; VOTING PROCEDURES

The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the shares of Common Stock and Series C Preferred Stock
outstanding and entitled to vote shall constitute a quorum. Pursuant to
applicable Delaware law, only votes cast "for" a matter constitute affirmative
votes. Votes "withheld" or abstaining from voting are counted for quorum
purposes, but since they are not cast "for" a particular matter, they will have
the same effect as negative votes or votes "against" a particular matter. The
votes required with respect to the items set forth in the Notice of Annual
Meeting of Stockholders are set forth in the discussion of each item herein.

Unless contrary instructions are indicated on the proxy card, all shares of
Common Stock represented by valid proxies will be voted FOR all of the items
listed on the proxy card and described below, and will be voted in the
discretion of the persons designated as proxies in respect of such other
business, if any, as may properly be brought before the Annual Meeting. As of
the date hereof, the Board of Directors knows of no other business that will be
presented for consideration at the Annual Meeting other than those matters
referred to herein. If you give specific voting instructions by checking the
boxes on the proxy card, your shares of Common Stock will be voted in accordance
with such instructions.

The ESOP Trustee, as the record holder of the Series C Preferred Stock, will
vote shares of Series C Preferred Stock that have been allocated to ESOP
Holders' accounts in accordance with instructions received from such
participants. Shares of Series C Preferred Stock as to which no instructions are
received and shares that have not been allocated to the accounts of ESOP Holders
will be voted by the ESOP Trustee in the same proportion as votes in respect of
allocated shares as to which ESOP Holders have given instructions.

SECURITY OWNERSHIP OF MANAGEMENT

The Company has long had broad policies to encourage stock ownership among
its directors, officers and employees to align their interests with the
interests of stockholders. The Company believes that these policies have been a
significant factor in the excellent returns achieved by stockholders since the
Company's initial public offering in 1986. Included among these policies are the
following:

- Directors have received fees in Common Stock since the Company's initial
public offering in 1986.

- The Company has, since 1990, required a broad group of its employees to
take a significant portion of annual bonus payments in restricted stock.

- The Company has granted options to more than 10,000 employees.

- The Company is currently implementing its WealthBuilder program, which
provides for automatic, annual grants of options for all employees (except
senior executives) into the Savings Plan.

- All of the members of the Board of Directors and the most senior
executives of the Company (the "Planning Group") have committed not to
dispose of any shares of Common Stock held by them, so long as they remain
directors or officers, except for donations to charity, for certain
limited estate planning transactions or, with respect to all individuals
other than non-employee directors, for use in connection with
participation in the stock option and restricted stock plans of the
Company (the "Stock Ownership Commitment").

The following table sets forth, as of the Record Date, the Common Stock and
Series C Preferred Stock ownership of each director and certain executive
officers of the Company. As of the Record Date,

2
<PAGE>
the directors and the executive officers of the Company as a group (33 persons)
beneficially owned 21,809,756 shares of Common Stock and 2,306 shares of the
Series C Preferred Stock (or approximately 3.4% of the total voting power of the
Common Stock and Series C Preferred Stock outstanding and entitled to vote at
the Annual Meeting), including an aggregate of 5,806,940 shares of Common Stock
that such persons may acquire pursuant to options exercisable within 60 days of
the Record Date. As of the Record Date, all current and former employees as a
group, including the executive officers of the Company, beneficially owned or
had acquired through employee stock incentive, award or purchase plans an
aggregate of approximately 212 million shares of Common Stock, which amount of
Common Stock includes an aggregate of approximately 16 million shares of Common
Stock that such persons may acquire pursuant to options exercisable within 60
days of the Record Date and 4,863,678 shares of Common Stock issuable upon the
conversion of the Series C Preferred Stock. Had such 212 million shares of
Common Stock been held of record on the Record Date, such shares of Common Stock
would have represented approximately 32.8% of the total voting power of the
shares of Common Stock then outstanding and eligible to vote. These amounts are
based upon the Company's records of beneficial ownership by all employees,
including its current officers, under the Travelers Group 1996 Stock Incentive
Plan (the "1996 Incentive Plan"), the Travelers Group Stock Option Plan (the
"1986 Option Plan"), the Savings Plan, the Travelers Group Capital Accumulation
Plan (the "CAP Plan"), the Travelers Group Employee Incentive Plan, the
Travelers Group Stock Purchase Plan, and various compensation plans for
executives of Smith Barney (as defined herein). These amounts also include
beneficial ownership by employees and executive officers under the old Travelers
1988 Stock Incentive Plan and the old Travelers 1982 Stock Option Plan, which
plans were assumed by the Company in connection with the Travelers Merger, and
the old Primerica Corporation Long-Term Incentive Plan, which was assumed by the
Company in connection with the merger with Primerica Corporation in 1988. The
actual ownership by employees is not determinable by the Company since employees
may own shares of Common Stock in street name.

As of the Record Date, no individual director or executive officer
beneficially owned one percent or more of the Common Stock outstanding and
entitled to vote at the Annual Meeting, except Mr. Weill who beneficially owned
12,531,325 shares (1.9%) of Common Stock, including 3,780,793 shares that he had
the right to acquire pursuant to options exercisable within 60 days of the
Record Date. As of the Record Date, no individual director or executive officer
beneficially owned one percent or more of the Series C Preferred Stock, and no
director or executive officer beneficially owned any shares of any other series
of the Company's preferred stock. Except as otherwise expressly stated in the
footnotes to the following table, beneficial ownership of shares means that the
beneficial owner thereof has sole voting and investment power over such shares.

3
<PAGE>

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-------------------------------------------------
COMMON STOCK STOCK OPTIONS
BENEFICIALLY EXERCISABLE TOTAL
OWNED WITHIN 60 COMMON STOCK
EXCLUDING DAYS OF BENEFICIALLY
NAME/TITLE OPTIONS(1) RECORD DATE(2) OWNED(1)
- ----------- ----------------- -------------- --------------
<S> <C> <C> <C>
C. Michael Armstrong.......................................... 20,407 20,407
Director
Kenneth J. Bialkin............................................ 306,931 306,931
Director
Steven D. Black(3)............................................ 439,341 185,168 624,509
Executive Officer
Edward H. Budd(4)............................................. 437,446 247,786 685,232
Director
Joseph A. Califano, Jr.(5).................................... 66,517 66,517
Director
Douglas D. Danforth........................................... 92,409 92,409
Director
Robert F. Daniell............................................. 18,544 18,544
Director
James Dimon(6)................................................ 1,264,263 549,700 1,813,963
Director and Executive Officer
Leslie B. Disharoon (7)....................................... 161,731 161,731
Director
The Hon. Gerald R. Ford....................................... 46,807 46,807
Director
Ann Dibble Jordan............................................. 5,263 5,263
Director
Robert I. Lipp................................................ 1,027,621 185,039 1,212,660
Director and Executive Officer
Dudley C. Mecum(8)............................................ 87,816 87,816
Director
Andrall E. Pearson............................................ 68,051 68,051
Director
Joseph J. Plumeri, II......................................... 242,565 242,565
Executive Officer
Frank J. Tasco................................................ 24,179 24,179
Director
Linda J. Wachner.............................................. 18,163 18,163
Director
Sanford I. Weill(9)........................................... 8,750,532 3,780,793 12,531,325
Director and Chief Executive Officer
Joseph R. Wright, Jr.......................................... 51,960 51,960
Director
Arthur Zankel(10)............................................. 183,884 183,884
Director
All Directors and Executive Officers as a group
(33 persons)(11)(12)........................................ 16,006,540 5,806,940 21,813,480
</TABLE>

- ------------------------

(1) This information includes, as of the Record Date, the following shares which
are also deemed "beneficially owned:" (i) the following number of shares of
Common Stock granted in payment of directors' fees to non-employee directors
under the Company's plan, but receipt of which is deferred:

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)

4
<PAGE>
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)

Mr. Armstrong, 10,641; Mr. Bialkin, 66,931; Mr. Budd, 12,835; Mr. Califano,
47,645; Mr. Danforth, 58,567; Mr. Disharoon, 66,931; Mr. Mecum, 66,931; Mr.
Pearson, 66,931; Mr. Tasco, 20,179; and Mr. Wright, 37,160; (ii) the
following number of shares of Common Stock issued in exchange for shares of
old Travelers common stock held under the old Travelers Deferred
Compensation Plan for Non-employee Directors, receipt of which is deferred:
Mr. Armstrong, 7,801; Mr. Lipp, 1,389; and Mr. Weill, 1,860; (iii) the
following number of shares of Common Stock held (as of January 31, 1997)
under the Savings Plan of the Company or its subsidiaries, as to which the
holder has voting power but not dispositive power: Mr. Black, 7,796; Mr.
Dimon, 6,110; Mr. Lipp, 9,952; Mr. Plumeri, 118; and Mr. Weill, 10,604; (iv)
the following number of shares of Common Stock awarded pursuant to the CAP
Plan, as to which the holder may direct the vote but which remain subject to
forfeiture and restrictions on disposition: Mr. Black, 158,284; Mr. Dimon,
128,111; Mr. Lipp, 86,166; Mr. Plumeri, 101,794; and Mr. Weill, 213,265; and
(v) 2,153 shares of Common Stock, the beneficial ownership of which is
attributable to Mr. Budd, assuming as of January 31, 1997 the conversion of
the 1,333 shares of Series C Preferred Stock held by Mr. Budd as an ESOP
Holder into such shares of Common Stock. Mr. Budd is the only director or
executive officer who owns shares of Series C Preferred Stock.

(2) Non-employee directors are not eligible to receive stock option grants under
the Company's plans.

(3) Includes 20,000 shares of Common Stock owned by Mr. Black's wife, as to
which Mr. Black disclaims beneficial ownership.

(4) Includes 1,405 shares of Common Stock owned by Mr. Budd's wife, as to which
Mr. Budd disclaims beneficial ownership.

(5) Includes 1,600 shares of Common Stock owned by Mr. Califano's wife and 240
shares held by Mr. Califano as custodian, as to which Mr. Califano disclaims
beneficial ownership.

(6) Includes 300,000 shares of Common Stock owned by Mr. Dimon and his wife as
tenants-in-common.

(7) Includes 2,800 shares of Common Stock owned by Mr. Disharoon's wife, as to
which Mr. Disharoon disclaims beneficial ownership.

(8) Includes 1,685 shares of Common Stock owned by Mr. Mecum's wife, as to which
Mr. Mecum disclaims beneficial ownership.

(9) Includes 200 shares of Common Stock owned by Mr. Weill's wife, as to which
Mr. Weill disclaims beneficial ownership.

(10) Includes 400 shares of Common Stock held by a trust of which Mr. Zankel is
a trustee and 6,329 shares owned by Mr. Zankel's wife, as to which Mr.
Zankel disclaims beneficial ownership.

(11) This information also includes as "beneficially owned" (i) an aggregate of
70,757 shares of Common Stock and 2,306 shares of Series C Preferred Stock
held under the Savings Plan of the Company, as to which the respective
holders have voting power but not dispositive power, and (ii) an aggregate
of 1,027,298 shares of Common Stock awarded under the CAP Plan, as to which
the respective holders may direct the vote but which shares remain subject
to forfeiture and restrictions on disposition.

(12) The Board of Directors of the Company has determined that all members of
the Planning Group are "executive officers" of the Company, notwithstanding
that certain members of the Company's Planning Group are executive officers
of subsidiaries of the Company.
------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities ("Section 16(a) Persons"), to file reports of ownership and changes
in ownership with the SEC and the New York Stock Exchange, Inc. (the "NYSE"),
and to furnish the Company with copies of all such forms they file. Based solely
on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that,
during the year ended December 31, 1996, each of its officers, directors and
greater than ten percent stockholders complied with all such applicable filing
requirements.

5
<PAGE>
ITEM 1:

APPROVAL OF DECLASSIFICATION OF BOARD OF DIRECTORS

The Board of Directors has unanimously approved an amendment to the Restated
Certificate of Incorporation of the Company to declassify the Board of
Directors, such declassification to commence with the present Annual Meeting of
Stockholders, and directed that the amendment be submitted to a vote of
stockholders at the Annual Meeting. The form of the proposed amendment (the
"Amendment") is attached to this Proxy Statement as Annex A.

Article SEVENTH of the Company's Restated Certificate of Incorporation
currently provides for the division of the Board of Directors into three
classes, with each class consisting as nearly as possible of one-third of the
total number of directors and having a staggered three-year term. The Board of
Directors is of the opinion that many potential investors are opposed to the
concept of a classified board and, in keeping with its goal of ensuring that the
Company's corporate governance policies maximize stockholder value, has
determined that eliminating the classified Board of Directors and instead having
all of the Company's directors elected annually would best serve the interests
of the Company and its stockholders. As proposed to be amended, the Restated
Certificate of Incorporation of the Company would provide that at each Annual
Meeting of Stockholders, commencing with the present Annual Meeting of
Stockholders, the renominated directors and any new directors nominated by the
Board of Directors, will be elected for a one-year term. In addition, directors
whose terms would otherwise not expire until 1998 or 1999 have agreed, assuming
the Amendment is approved and becomes effective, to forego the remainder of
their terms and to stand for re-election at the present Annual Meeting of
Stockholders. ACCORDINGLY, COMMENCING WITH THE PRESENT ANNUAL MEETING OF
----------------------------------------------------------
STOCKHOLDERS, ALL DIRECTORS WILL BE ELECTED ANNUALLY TO HOLD OFFICE FOR ONE-YEAR
- --------------------------------------------------------------------------------
TERMS. The Board has approved and recommends to stockholders that the Company's
- ------
Restated Certificate of Incorporation be amended to declassify the Board as
described above by deleting Article SEVENTH of the Restated Certificate of
Incorporation and substituting therefor a revised Article SEVENTH as set forth
in Annex A to this Proxy Statement.

If the Amendment is approved, the Company intends to file the Amendment
immediately with the Secretary of State of Delaware upon which filing it will be
effective. In addition, the Board of Directors has approved conforming
amendments to the Company's By-laws which will become effective upon the
effectiveness of the Amendment.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED
---
AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY
THE BOARD OF DIRECTORS. Assuming the presence of a quorum, the affirmative vote
of at least seventy-five percent (75%) of the votes entitled to be cast at the
Annual Meeting by the holders of all of the outstanding shares of Common Stock
and Series C Preferred Stock, voting as a single class, is required to adopt the
proposed Amendment to the Company's Restated Certificate of Incorporation. Under
applicable Delaware law, in determining whether this item has received the
requisite number of affirmative votes, abstentions and broker nonvotes will be
counted and will have the same effect as a vote against this item.

ITEM 2:

ELECTION OF DIRECTORS

The Board of Directors has fixed the number of directors at 21, an increase
of three directors, and, in order to fill the three vacancies created by the
increase has nominated a total of twenty-one candidates for election at the
Annual Meeting. The directors currently serving on the Board whose terms expire
at the Annual Meeting, Messrs. Danforth, Daniell, Disharoon, Ford, Lipp, Pearson
and Mrs. Wachner, and those

6
<PAGE>
directors who voluntarily shortened their terms, Messrs. Armstrong, Bialkin,
Budd, Califano, Dimon, Mecum, Tasco, Weill, Wright and Zankel and Ms. Jordan
have been nominated by the Board of Directors for re-election, and Messrs. Jones
and Masin and Ms. Arron have been nominated by the Board of Directors for
election, in each case, assuming the approval of the Amendment and the
subsequent proper filing of the Amendment with the Secretary of State of
Delaware, to one-year terms at the Annual Meeting.

Each nominee elected will hold office until the Annual Meeting of
Stockholders to be held in 1998 and until his or her successor has been duly
elected and qualified, unless prior to such meeting a director shall resign, or
his or her directorship shall become vacant due to his or her death or removal.

In the event the Amendment is not approved by the requisite number of votes,
the directors comprising Class III, whose terms expire at the Annual Meeting,
will be nominated for election to three-year terms, Mr. Jones will be nominated
for election as a Class III director to serve a three-year term, Mr. Masin will
be nominated for election as a Class I director to serve for one year and Ms.
Arron will be nominated for election as a Class II director to serve for two
years.

The following information with respect to the principal occupation and
business experience and other affiliations of the nominees during the past five
years has been furnished to the Company by the nominees. All ages are given as
of the Record Date. The terms of current Directors as stated below include
periods of Board membership with Commercial Credit Company ("CCC"), a
predecessor corporation of the Company.

The mandatory retirement age for all members of the Board of Directors other
than the Honorable Gerald R. Ford is 75.

The following twenty-one individuals have been nominated for election at the
Annual Meeting for a term ending 1998 (except in the limited circumstances
described above):

<TABLE>
<CAPTION>
<C> <S>

[Picture] JUDITH ARRON
Ms. Arron, 54, is the Executive Director and Artistic Director of the
Carnegie Hall Corporation. Ms. Arron was previously the Manager of the
Cincinnati Symphony Orchestra and Cincinnati May Festival. Ms. Arron is
Chairman of the National Advisory Board for the Bone Marrow Transplant
Program at the University of Colorado Health Sciences Center in Denver. A
member of the European Concert Halls Organization, Ms. Arron has also
served on the board of the International Society of Performing Arts
Administrators and is currently a board member of the American Symphony
Orchestra League. She also serves on advisory committees for the Music for
Life Aids Benefits in New York, the Seaver Conducting Awards, the School
for Strings, the Brooke Russell Astor Awards for the New York Public
Library and the Knight Foundation Symphony Orchestra Advisory Committee.
</TABLE>

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[Picture] C. MICHAEL ARMSTRONG
Mr. Armstrong, 58, became a director of the Company in December 1993.
He is Chairman and Chief Executive Officer of Hughes Electronic
Corporation, a designer and manufacturer of advanced electronic systems
for automotive, defense, space communications and industrial applications,
located in Los Angeles, California. Mr. Armstrong was previously an
officer of International Business Machines Corporation ("IBM") where he
was a member of IBM's Management Committee and Chairman of IBM World Trade
Corporation. He is a member of the Board of Trustees of Johns Hopkins
University, is chairman of the advisory board of Johns Hopkins Medical
School, and is a member of the CEO Board of Advisors of the Business
School of the University of Southern California. Mr. Armstrong is Chairman
of the President's Export Council, a member of the National Security
Telecommunications Advisory Committee and a member of the Defense Policy
Advisory Committee on Trade. Mr. Armstrong serves on the Board of
Directors of The Times Mirror Company and The Los Angeles World Affairs
Council, is Chairman of Sabriya's Castle of Fun Foundation, and is a
member of the Supervisory Board of the Thyssen-Bornemisza Group. He is
also a member of the Council on Foreign Relations and the California
Business Roundtable.

[Picture] KENNETH J. BIALKIN
Mr. Bialkin, 67, has been a director of the Company since 1986. Mr.
Bialkin has been a director of Travelers Property Casualty Corp. (formerly
known as Travelers/Aetna Property Casualty Corp.) ("TAP"), an 82% owned
subsidiary of the Company, since 1996. He has been for more than five
years a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP, which performs legal services for the Company from time to time. Mr.
Bialkin is also a director of The Municipal Assistance Corporation for the
City of New York, Oshap Technologies, Ltd., Tecnomatix Technologies Ltd.
and Sapiens International Corporation N.V.

[Picture] EDWARD H. BUDD
Mr. Budd, 63, has been a director of the Company since 1992. Mr. Budd
joined The Travelers Corporation in 1955, and was elected President and a
director in 1976. He became Chief Executive Officer in 1981 and Chairman
of the Board in 1982. Following the completion of the Travelers Merger in
1993, Mr. Budd served as Chairman of the Travelers insurance operations.
In September 1994, Mr. Budd retired as an officer of the Company and its
subsidiaries. He is also a director of Delta Air Lines, Inc. and GTE
Corporation and a member of The Business Council.
</TABLE>

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[Picture] JOSEPH A. CALIFANO, JR.
Mr. Califano, 65, has been a director of the Company since 1988. He is
Chairman and President of The National Center on Addiction and Substance
Abuse at Columbia University, an independent not-for-profit organization
established to combat all forms of substance abuse. From 1983 to 1992, he
was a Senior Partner at the law firm of Dewey Ballantine, which performs
legal services for the Company from time to time. He is a director of
Authentic Fitness Corporation, Automatic Data Processing, Inc., Chrysler
Corporation, HealthPlan Services Inc., Kmart Corporation, New York and New
England Telephone Companies and Warnaco Inc., and a trustee of the
American Ditchley Foundation, New York University and The Twentieth
Century Fund. He serves as Chairman of the Institute for Social and
Economic Policy in the Middle East at the Kennedy School of Government at
Harvard University, as a Governor of New York Hospital, and a member of
the Institute of Medicine of the National Academy of Sciences. Mr.
Califano served as Secretary of the United States Department of Health,
Education and Welfare from 1977 to 1979. He was Special Assistant for
Domestic Affairs to the President of the United States from 1965 to 1969,
and held various positions in the United States Department of Defense from
1961 to 1965. He is the author of nine books.

[Picture] DOUGLAS D. DANFORTH
Mr. Danforth, 74, has been a director of the Company since 1987. He
was Chairman of the Board and Chief Executive Officer of Westinghouse
Electric Corporation from December 1983 to December 1987, and was Vice
Chairman and Chief Operating Officer of Westinghouse from 1978 to 1983.
Mr. Danforth is a director of Sola International Inc., American European
Associates and Dal-Tile International Inc. Mr. Danforth is also a trustee
of Carnegie-Mellon University, Syracuse University and the Pittsburgh
Trust for Cultural Resources. Mr. Danforth is Vice Chairman and a trustee
of the Allegheny Health, Education and Research Foundation. He is also a
member of The Executive Committee of the Allegheny Conference on Com-
munity Development and a director of the Pittsburgh Foundation.

[Picture] ROBERT F. DANIELL
Mr. Daniell, 63, became a director of the Company in December 1993. He
is Chairman of United Technologies Corporation, a broad based designer and
manufacturer of high technology products, located in Hartford,
Connecticut. He joined the Sikorsky Aircraft Division of United
Technologies Corporation in 1956 and served as President of Sikorsky
Aircraft from 1981 to 1983. He was a Senior Vice President of United
Technologies from 1983 to 1984 and served as its President and Chief
Operating Officer from 1984 to February 1992. He was elected a director of
United Technologies in 1984 and Chairman in 1987. He served as Chief
Executive Officer of United Technologies from 1986 to April 1994. Mr.
Daniell is a director of GTE Corporation and Shell Oil Company. He is also
a member of The Conference Board and The Business Council.
</TABLE>

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<C> <S>
[Picture] JAMES DIMON
Mr. Dimon, 40, has been a director of the Company since September
1991. He is President and Chief Operating Officer of the Company. He is
also Chairman of the Board, Chief Executive Officer and a member of the
executive committee of Smith Barney Inc., the Company's investment banking
and securities brokerage subsidiary ("Smith Barney"). Mr. Dimon has been a
director of TAP since 1996. From May 1988 to June 1995 he was Chief
Financial Officer of the Company. He was, from May 1988 to September 1991,
Executive Vice President of the Company. Mr. Dimon was Chief Operating
Officer of Smith Barney until January 1996 and was Senior Executive Vice
President and Chief Administrative Officer of Smith Barney from 1990 to
1991. He is also the Chief Executive Officer and Chairman of the Board of
Smith Barney Holdings Inc. ("SB Holdings"), the immediate parent company
of Smith Barney. From March 1994 to January 1996 he was Chief Operating
Officer of SB Holdings. From 1986 to 1988, Mr. Dimon was Senior Vice
President and Chief Financial Officer of CCC, the Company's predecessor.
From 1982 to 1985, he was a Vice President of American Express Company and
Assistant to the President, Sanford I. Weill. Mr. Dimon is a trustee of
New York University Medical Center and a director of the Center on
Addiction and Substance Abuse and the National Association of Securities
Dealers, Inc.

[Picture] LESLIE B. DISHAROON
Mr. Disharoon, 64, has been a director of the Company since 1986. He
was Chairman of the Board, President and Chief Executive Officer of
Monumental Corporation (an insurance holding company) from 1978 to 1988.
He is Chairman of the Board of The John Hopkins Health System Endowment, a
director of Aegon USA, Inc., GRC International Inc. and M.S.D. & T. Funds,
Inc., and President of the Caves Valley Club Inc.

[Picture] THE HONORABLE GERALD R. FORD
The Honorable Gerald R. Ford, 83, has been a director or an honorary
director of the Company since 1986. Mr. Ford was President of the United
States from August 1974 through January 1977, having served as Vice
President of the United States from December 1973 through August 1974. He
is a lecturer and business consultant to several corporations. He is an
advisor and consultant to Texas Commerce Bankshares, Inc. and an advisor
to American Express Company.

[Picture] THOMAS JONES
Mr. Jones, 47, is Vice Chairman, President, Chief Operating Officer
and a director of the Teachers Insurance and Annuity Association--College
Retirement Equities Fund ("TIAA-CREF"). From 1989 to 1993, Mr. Jones was
Executive Vice President and Chief Financial Officer of TIAA-CREF. Mr.
Jones is a director of Thomas & Betts Corporation and director and Deputy
Chairman of the Federal Reserve Bank of New York. Mr. Jones is a trustee
of Cornell University, Brookings Institution and Educational Broadcasting
Corporation (Thirteen/WNET).
</TABLE>

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[Picture] ANN DIBBLE JORDAN
Ms. Jordan, 62, has been a director of the Company since 1989. She is
a consultant and serves on the Boards of Directors of Johnson & Johnson
Corporation, Hechinger Company, the National Symphony Orchestra, The
Phillips Gallery, Child Welfare League, Automatic Data Processing, Inc.
and the Salant Corp. She was formerly the Director of the Department of
Social Services for the University of Chicago Medical Center from 1986 to
1987, and was also Field Work Associate Professor at the School of Social
Service Administration of the University of Chicago from 1970 to 1987. She
served as the Director of Social Services of Chicago Lying-in Hospital
from 1970 to 1985.

[Picture] ROBERT I. LIPP
Mr. Lipp, 58, has been a director of the Company since 1991, and is a
Vice Chairman of the Company. Mr. Lipp has been the Chairman of the Board,
Chief Executive Officer and President of TAP since January 1996. Mr. Lipp
has been the Chairman of the Board and Chief Executive Officer of The
Travelers Insurance Group Inc. since December 1993. From 1991 to 1993, he
was Chairman and Chief Executive Officer of CCC, a wholly owned subsidiary
of the Company. From April 1986 through September 1991, he was an
Executive Vice President of the Company and its corporate predecessor.
Prior to joining the Company in 1986, he was a President and a director of
Chemical New York Corporation and Chemical Bank where he held senior
executive positions for more than five years prior thereto. Mr. Lipp is a
director of The New York City Ballet, the Wadsworth Atheneum and the
Massachusetts Museum of Contemporary Art and Chairman of Dance On Inc., a
private foundation.

[Picture] MICHAEL MASIN
Mr. Masin, 52, is Vice Chairman and President International and a
director of GTE Corporation. From 1977 to 1993, Mr. Masin was a partner in
the law firm of O'Melveny and Myers. Mr. Masin is a Director of Compania
Nacional Telefonos de Venezuela and BC Telecom, Inc. Mr. Masin is a member
of the Board of Trustees of Carnegie Hall, the Keck Foundation and the
China-American Society. He is a member of the Business Committee of the
Board of Trustees of the Museum of Modern Art, a member of the Dean's
Council of Dartmouth College, and a member of the Private Sector Advisory
Council of the Inter-American Development Bank.
</TABLE>

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[Picture] DUDLEY C. MECUM
Mr. Mecum, 62, has been a director of the Company since 1986. Mr.
Mecum has been a director of TAP since 1996. Since December 1996, Mr.
Mecum has been the Chairman of the Board of Mecum Associates Inc., a firm
specializing in leveraged acquisitions of businesses. From August 1989 to
December 1996, Mr. Mecum was a Partner in the firm of G.L. Ohrstrom & Co.
(a merchant banking firm). He was President of Environmental and
Engineering Services and was a senior executive and director of Combustion
Engineering, Inc. from 1985 to December 1987. Mr. Mecum was Managing
Partner of the New York office of Peat Marwick Mitchell & Co. (now KPMG
Peat Marwick LLP) from 1979 to 1985. He served in the United States
Government as Assistant Director of the United States Office of Management
and Budget in 1973 and as United States Assistant Secretary of the Army
(Installations and Logistics) from 1971 to 1973. Mr. Mecum is a director
of Fingerhut Companies, Inc., Dyncorp, Vicorp Restaurants, Inc., Lyondell
Petrochemical Corp., the Metris Companies, Inc. and Suburban Propane
Partners, L.M.P.

[Picture] ANDRALL E. PEARSON
Mr. Pearson, 71, has been a director of the Company since 1986. He has
been a Professor at the Harvard Business School since 1985. He was
President of Pepsico, Inc. from 1970 to 1984. He is a director of The May
Department Stores Company and Lexmark Inc. Mr. Pearson is also a general
partner of Clayton, Dubilier & Rice, Inc., a private investment firm and
the Chairman of the Board and a director of Alliant Foodservice Inc. and a
director of KINKO's Inc., each of which is owned by Clayton, Dubilier &
Rice, Inc.

[Picture] FRANK J. TASCO
Mr. Tasco, 69, has been a director of the Company since 1992. Mr.
Tasco has been a director of TAP since 1996. Mr. Tasco is the retired
Chairman of the Board and Chief Executive Officer and is currently a
director of Marsh & McLennan Companies, Inc. He is also a director of New
York Telephone Company, New England Telephone and Telegraph Company and
Mid Ocean Reinsurance Company Ltd. Mr. Tasco is Chairman of the Board of
Angram Inc. He was a member of President Bush's Drug Advisory Council and
was founder and is at present Chairman of New York Drugs Don't Work. Mr.
Tasco is a director of Phoenix House Foundation and St. Francis Hospital,
Roslyn, New York. He is Chairman of the Catholic Health Council of the
Archdiocese of Rockville Centre. He is a member of the Council on Foreign
Relations, the Lincoln Center Consolidated Corporate Fund Leadership
Committee, the Foreign Policy Association, a trustee of New York
University and a trustee of the Inner-City Scholarship Fund.
</TABLE>

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<C> <S>
[Picture] LINDA J. WACHNER
Mrs. Wachner, 51, has been a director of the Company since 1991. She
is Chairman, President and Chief Executive Officer of the Warnaco Group,
Inc. and of Warnaco Inc., a Fortune 1000 apparel company, and Chairman and
Chief Executive Officer of Authentic Fitness Corporation, an activewear
manufacturer. Mrs. Wachner is also a director of the American Apparel
Manufacturers Association and the New York City Partnership. She currently
serves on the Policy Committee of The Business Roundtable, the Board of
Trustees of The Aspen Institute, Carnegie Hall and Thirteen/WNET, and the
Board of Overseers of Memorial Sloan-Kettering Cancer Center. In 1994,
Mrs. Wachner was reappointed by President Clinton to the Advisory
Committee for Trade Policy Negotiations, on which she also served under
President Bush and President Reagan. She is a member of the Council on
Foreign Relations.

[Picture] SANFORD I. WEILL
Mr. Weill, 63, has been a director of the Company since 1986. He has
been Chairman of the Board and Chief Executive Officer of the Company and
its predecessor, CCC, since 1986; he was also its President from 1986
until 1991. He was President of American Express Company from 1983 to
1985; Chairman of the Board and Chief Executive Officer of American
Express Insurance Services, Inc. from 1984 to 1985; Chairman of the Board
and Chief Executive Officer, or a principal executive officer, of Shearson
Lehman Brothers Inc. from 1965 to 1984; Chairman of the Board of Shearson
Lehman Brothers Holdings Inc. from 1984 to 1985; and a founding partner of
Shearson's predecessor partnership from 1960 to 1965. Mr. Weill has been a
director of TAP since 1996. Mr. Weill's son, Marc P. Weill, is a Senior
Vice President and an executive officer of the Company. Mr. Weill is
Chairman of the Board of Trustees of Carnegie Hall, and a director of the
Baltimore Symphony Orchestra. Mr. Weill is a member of the Board of
Governors of New York Hospital and is Chairman of the Board of Overseers
of Cornell University Medical College. He is on the Board of Overseers of
Memorial Sloan-Kettering Cancer Center. He is a member of Cornell
University's Johnson Graduate School of Management Advisory Board and a
Board of Trustees Fellow. Mr. Weill is Chairman of the National Academy
Foundation whose member programs include the Academy of Finance, the
Academy of Travel and Tourism and the Academy of Public Service.
</TABLE>

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[Picture] JOSEPH R. WRIGHT, JR.
Mr. Wright, 57, has been a director of the Company since 1990. Mr.
Wright is Chairman and Chief Executive Officer of AVIC Group
International, Inc. focusing on developing and financing communications
projects in the People's Republic of China. He also serves as Chairman of
GRC International, Inc., a leading government and private sector research
firm and as Vice Chairman of The Jefferson Group, a consulting firm in
Washington, D.C. From 1989 to 1993, he was Executive Vice President and
Vice Chairman of W.R. Grace & Co., an international specialty chemicals
company and President of Grace Energy Company, an international energy
services company. He currently serves on the Board of Directors of GRC
International, Inc., Baker & Taylor Holdings, Inc., Deswell Industries,
Barington Capital Corporation, Great Lakes Pulp and Fiber Corporation and
is a trustee of Hampton University. He was Deputy Director and Director of
the United States Office of Management and Budget from 1982 to 1989, a
member of President Reagan's Cabinet from 1988 to 1989, and Deputy
Secretary of Commerce from 1981 to 1982. Prior to that, Mr. Wright was
president of two Citicorp retail credit card subsidiaries and a partner of
Booz, Allen & Hamilton. He received the President's "Citizenship Award" in
1989.

[Picture] ARTHUR ZANKEL
Mr. Zankel, 65, has been a director of the Company since 1986. Mr.
Zankel has been a director of TAP since 1996. He has been Co-Managing
Partner of First Manhattan Co. (an investment management firm) since 1980.
He is also a director of Vicorp Restaurants, Inc. and Fund American
Enterprises Holdings, Inc. and a trustee of Skidmore College, Carnegie
Hall, New York Foundation and UJA-Federation.
</TABLE>

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met six times during 1996. Each director attended at
least 75 percent of the meetings of the Board of Directors and Board Committees
of which he or she was a member during 1996, other than Mrs. Wachner who
attended approximately half of such meetings.

COMMITTEES OF THE BOARD OF DIRECTORS

The following are the current members and functions of the standing
committees of the Board of Directors.

EXECUTIVE COMMITTEE. The members of the Committee are Messrs. Budd
(Chairman), Bialkin, Weill, Wright, and Zankel. The Committee meets in place of
the full Board of Directors when scheduling makes it difficult to convene all of
the directors or when issues arise requiring immediate attention. The Committee
met once during 1996.

AUDIT COMMITTEE. The members of the Committee are Messrs. Mecum (Chairman),
Armstrong, Califano, Danforth, Disharoon, Tasco and Wright. The primary
functions of the Committee, composed entirely of nonmanagement directors, are to
pass upon the scope of the independent certified public accountants'
examination, to review with the independent certified public accountants and the
Company's principal financial and accounting officers the audited financial
statements and matters that arise in connection with the examination, to review
the Company's accounting policies and the adequacy of the

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Company's internal accounting controls, and to review and approve the
independence of the independent certified public accountants. The Committee met
six times during 1996.

NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE. The members
of the Committee are Messrs. Zankel (Chairman), Bialkin, Daniell, Ford and
Pearson, Ms. Jordan and Mrs. Wachner. From time to time, the Committee acts as a
nominating committee in recommending candidates to the Board as nominees for
election at the Annual Meeting of Stockholders or to fill such Board vacancies
as may occur during the year. The Committee will consider candidates suggested
by directors or stockholders. Nominations from stockholders, properly submitted
in writing to the Secretary of the Company, will be referred to the Committee
for consideration. The Committee represents the full Board of Directors in
matters relating to the compensation of Company officers and, from time to time,
recommends to the full Board of Directors appropriate methods and rates of
director compensation. It also administers the Company's 1996 Incentive Plan,
the Company's 1986 Option Plan, the Company's CAP Plan and those option plans of
old Travelers assumed by the Company in connection with the Travelers Merger. A
subcommittee of the Committee, comprised of "outside directors" (as such term is
used in Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code")) who are also "Non-Employee Directors" (as such term is defined in Rule
16b-3 of the Exchange Act) has the exclusive authority to grant options to
Section 16(a) Persons and Covered Employees (as hereinafter defined) under the
Company's 1986 Option Plan and the 1996 Incentive Plan and to administer certain
other elements of the 1996 Incentive Plan covered by Section 162(m) and to
administer the Travelers Group Executive Performance Compensation Plan (the
"Compensation Plan") approved by stockholders at the 1994 Annual Meeting. The
subcommittee also is responsible for determining whether the performance goals
under the Compensation Plan have been met. The Committee also is responsible for
the periodic assessment of the performance of the Board of Directors and the
evaluation of corporate governance principles applicable to the Board of
Directors. The Committee met seven times during 1996. References herein to the
Committee shall be deemed to be references to the subcommittee in all cases
where Section 162(m) of the Code or Section 16 of the Exchange Act would require
that action be taken by the subcommittee rather than the full Committee.

ETHICS AND PUBLIC AFFAIRS COMMITTEE. The members of the Committee are
Messrs. Bialkin (Chairman), Budd, Califano, Daniell, Ford, Mecum and Wright, and
Ms. Jordan. The Committee reviews and approves the Company's compliance
programs, relationships with external constituencies and public activities. The
Committee met four times during 1996.

FINANCE COMMITTEE. The members of the Committee are Messrs. Dimon
(Chairman), Armstrong, Danforth, Disharoon, Pearson, Tasco and Zankel, and Mrs.
Wachner. The Committee reviews issues relating to funding requirements,
significant investments, complex financial instruments and credit rating issues
which arise in the Company's operations. The Committee met four times during
1996.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
---
EACH OF THE NOMINEES AS A DIRECTOR OF THE COMPANY. Assuming the presence of a
quorum, directors shall be elected by a plurality of the votes cast at the
Annual Meeting by holders of Common Stock and Series C Preferred Stock, voting
as a single class, for the election of directors. Under applicable Delaware law,
in tabulating the vote, broker nonvotes will not be considered present at the
Annual Meeting and will have no effect on the vote.

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EXECUTIVE COMPENSATION

CERTAIN RESPONSIBILITIES OF THE NOMINATIONS, COMPENSATION AND CORPORATE
GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

The Nominations, Compensation and Corporate Governance Committee (or a
subcommittee thereof), comprised entirely of non-employee directors, establishes
the compensation of the Chief Executive Officer and reviews the compensation of
all other executives. No member of the Committee is a former or current officer
or employee of the Company or any of its subsidiaries. With regard to its
consideration of compensation for certain executive officers, the Committee
utilizes the assistance of an independent compensation consulting firm.

REPORT OF THE NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE OF
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

STATEMENT OF PHILOSOPHY. The Company seeks to attract and retain highly
qualified employees at all levels, including particularly executive officers
whose performance is critical to the Company's success. In order to accomplish
this, the Company is willing to provide superior compensation for superior
performance. Such performance is measured on the performance of the Company as a
whole, or on the performance of a business unit, or using both criteria, as the
nature of an executive's responsibilities may dictate, and by the extent to
which such performance reflects the corporate values integral to the Company's
overall success. The Committee considers and gives weight to both qualitative
and quantitative factors, including such factors as earnings, earnings per
share, return on equity and return on assets and considers a full range of
performance criteria for each of the executive officers covered by the
Compensation Plan including contributions to financial results, productivity,
risk containment, adherence to corporate values and contributions to both
operating unit or divisional strategy and Company-wide strategy. In conducting
such review, the Committee has generally examined changes in the Company's
financial results over time, both overall and on a unit basis, as well as
similar data for comparable companies, to the extent publicly available. The
Committee also gives significant weight to qualitative factors with particular
emphasis on the performance of the Company's executive team.

Compensation of executive officers consists of base salary and
performance-based bonuses, a significant portion of which is restricted stock.
Bonuses are discretionary, subject to certain maximum amounts for those
executive officers covered by the Compensation Plan. In addition, under the
Company's long-standing policy of providing economic incentives to its employees
at all levels in the form of stock ownership, the Company from time to time
grants stock options to a broad range of employees. All members of the Company's
Planning Group have agreed to the Stock Ownership Commitment described under the
caption "Security Ownership of Management."

It is also the Company's policy to take all reasonable steps to obtain the
fullest possible corporate tax deduction for compensation paid to its executive
officers by qualifying under Section 162(m) of the Code.

EXECUTIVE PERFORMANCE COMPENSATION PLAN. The Compensation Plan, approved by
stockholders in 1994, establishes certain performance criteria for determining
the maximum amount of bonus compensation available for the five executive
officers named in the Summary Compensation Table in the Company's Proxy
Statement (the "Covered Employees"). The Compensation Plan is administered by
the Committee which determines whether the performance goals under the
Compensation Plan have been met.

The creation of any bonus pool for Covered Employees is contingent upon the
Company achieving at least a 10% Return on Equity, as defined in the
Compensation Plan. The amount of the bonus pool is calculated based upon the
extent to which the Return on Equity exceeds the 10% minimum threshold.

The Compensation Plan establishes that up to 25.2% of any bonus pool
established will be available for bonus awards to the chief executive officer
and up to 18.7% will be available to each of the other four eligible
participants. The Committee nevertheless retains discretion to reduce or
eliminate payments under

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the Compensation Plan to take into account subjective factors, including an
individual's performance or other relevant criteria.

COMPONENTS OF COMPENSATION. Compensation of executive officers consists of
base salary and discretionary bonus awards (a portion of which is payable in
restricted stock) and stock option awards. Examination of competitors' pay
practices in this area is conducted periodically to ensure that the Company's
compensation policies will enable it to attract new talent and retain current
valuable employees.

Discretionary bonus awards are generally a substantial part of total
compensation of Company executives. Because a percentage of executive
compensation is paid in the form of restricted stock, bonus awards are not only
a short-term cash reward but also a long-term incentive related directly to the
enhancement of stockholder value. The restricted period applicable to awards to
executive officers is three years in furtherance of the long-term nature of such
compensation.

Other than grants of stock options that arose by operation of the reload
feature of the Company's stock option plans (approved by stockholders in 1992
and 1996) no grants of stock options have been made to Mr. Weill since the
Company's initial public offering in 1986. The grant of reload options did not
change Mr. Weill's net equity position.

1996 COMPENSATION. The Committee believes that 1996 was a year of
accomplishment for the Company. There was a 37% increase in operating earnings
per share resulting in a high return on stockholders' investments. The Company
completed the acquisition of the property and casualty insurance business of
Aetna which provided the basis for a successful initial public offering of
common stock of TAP. Mr. Weill provided the leadership for these
accomplishments.

Under the Compensation Plan, approved by stockholders in 1994, the maximum
bonus pool for 1996 for the Chief Executive Officer and the four other most
highly compensated executive officers of the Company was approximately $45.5
million. The amounts awarded to such persons is set forth in the Summary
Compensation Table below and total approximately $25.4 million.

<TABLE>
<S> <C>
THE NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE:

ARTHUR ZANKEL (Chairman) ANN DIBBLE JORDAN
KENNETH J. BIALKIN ANDRALL E. PEARSON
ROBERT F. DANIELL LINDA J. WACHNER
THE HONORABLE GERALD R. FORD
</TABLE>

NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

The persons named above under the caption "Election of Directors--Committees
of the Board of Directors--Nominations, Compensation and Corporate Governance
Committee" were the only members of such committee during 1996. Mr. Bialkin, a
member of the Committee, is a partner in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP, which performs legal services for the Company and its
subsidiaries from time to time.

Mr. Bialkin does not serve as a member of the subcommittee of the
Nominations, Compensation and Corporate Governance Committee that administers
the Compensation Plan, grants awards to Section 16(a) Persons under the CAP
Plan, granted options to Section 16(a) Persons under the 1986 Option Plan and
grants options to Section 16(a) Persons under the 1996 Incentive Plan.

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SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth compensation paid by the
Company and its subsidiaries to the Chief Executive Officer and the four other
most highly compensated executive officers for services rendered to the Company
and its subsidiaries in all capacities during each of the fiscal years ended
December 31, 1996, 1995 and 1994. The format of this table has been established
by the SEC. All share numbers in the column entitled "Securities Underlying
Stock Options (number of shares)" and in the footnotes to the table have been
restated to the extent necessary to give effect to the two stock dividends
declared and paid during 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------- -----------------------------------------
SECURITIES
UNDERLYING
OTHER RESTRICTED STOCK
ANNUAL STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION AWARDS (NUMBER OF COMPENSATION
AT 12/31/96 YEAR SALARY ($) BONUS ($) ($)(A) ($)(B) SHARES)(C) ($)(D)
- ------------------------------------ ---- ---------- ---------- -------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>

Sanford I. Weill.................... 1996 $1,025,000 $5,053,786 $250,921 $2,594,952 6,963,495 $ 2,404
Chairman of the Board and 1995 1,025,000 4,303,750 277,781 2,261,608 5,508,808 2,448
Chief Executive Officer 1994 1,025,000 2,653,750 224,219 1,528,327 1,051,034 3,416

James Dimon......................... 1996 650,000 3,845,643 5,333 1,872,476 1,208,626 1,204
President and Chief Operating 1995 650,000 2,904,875 4,889 1,460,153 873,400 1,142
Officer 1994 629,167 2,145,208 12,224 750,894 168,062(E) 1,336

Robert I. Lipp(F)(G)................ 1996 600,000 2,685,022 5,333 1,353,301 711,454 1,900
Vice Chairman 1995 600,000 2,160,000 5,333 1,119,997 490,286 1,962
1994 589,167 1,600,208 -- 866,365 193,282 1,982

Steven D. Black..................... 1996 225,000 3,378,785 5,333 1,494,954 279,943 1,000
Vice Chairman and 1995 225,000 2,637,117 5,333 1,150,452 247,852 1,000
Chief Operating Officer 1994 225,000 1,353,750 -- 589,353 203,684 1,000
Smith Barney Inc.

Joseph J. Plumeri, II............... 1996 950,000 1,932,518 5,333 1,156,642 350,531 1,000
Vice Chairman 1995 950,000 1,701,250 5,333 1,064,983 97,054 74,757
1994 655,833 1,304,542 5,333 764,600 200,000 293,350
</TABLE>

- ------------------------

(A) Except as set forth in this column, none of the executive officers received
other annual compensation during 1996 required to be set forth in this
column. The aggregate amount set forth for Mr. Weill for 1996 includes
$50,971 for use of Company transportation.

(B) Restricted stock awards are made under the Company's CAP Plan, other than
those made to Mr. Lipp for 1996, which were made under the TAP Capital
Accumulation Plan ("TAP CAP"). The CAP Plan provides for payment, mandatory
as to senior executives and certain others within the Company and certain of
its subsidiaries, of a portion of compensation in the form of awards of
restricted stock discounted (currently 25%) from market value in order to
reflect the impact of the restrictions on the value of the restricted stock
as well as the possibility of forfeiture of restricted stock. Under the
current award formula in effect under the CAP Plan for corporate executives,
the following percentages of annual compensation are payable in the form of
shares of restricted stock:
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)

18
<PAGE>
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)

<TABLE>
<CAPTION>
ANNUAL COMPENSATION % IN RESTRICTED STOCK
- ------------------- -----------------------
<S> <C>
Up to $200,000.......................................................... 10%
$200,001 to $400,000.................................................... 15%
$400,001 to $600,000.................................................... 20%
Amounts over $600,000................................................... 25%
</TABLE>

Annual compensation generally consists of salary and incentive awards. The
recipient of restricted stock is not permitted to sell or otherwise dispose
of such stock (except by will or the laws of descent and distribution and
except in connection with participation in the reload program) for a period
of three years from the date of award (or (i) for such other period as may
be determined to be applicable to various classes of participants in the
sole discretion of the Nominations, Compensation and Corporate Governance
Committee or (ii) for additional one year periods if the participant elected
to defer vesting and thereby extend the restricted period). Upon expiration
of the applicable restricted period, and assuming the recipient's continued
employment with the Company, the shares of restricted stock become fully
vested and freely transferable, subject to the Stock Ownership Commitment.
From the date of award, the recipient may vote the restricted stock and
receives dividends or dividend equivalents on the shares of restricted stock
at the same rate as dividends are paid on all outstanding shares of Common
Stock. As of December 31, 1996, and including the awards made in January
1997 in respect of 1996, the total holdings of restricted stock under the
CAP Plan and the market value at such date of such shares for each of the
persons in the Summary Compensation Table were as follows: Mr. Weill:
213,265 shares ($9,676,899.38); Mr. Dimon: 128,111 shares ($5,813,036.63);
Mr. Lipp: 86,166 shares ($3,909,782.25); Mr. Black: 158,284 shares
($7,182,136.50) and Mr. Plumeri: 101,794 shares ($4,618,908.75). The
year-end market price was $45.375 per share.

(C) All options granted to Mr. Weill since the Company's initial public offering
were reload options. The grant of reload options did not change Mr. Weill's
net equity position.

(D) Includes the Company matching grant for 1996 pursuant to the Company's
Savings Plan (in the form of Common Stock having a market value of $1,000 at
December 31, 1996) for Messrs. Weill, Dimon, Lipp, Black and Plumeri and
supplemental life insurance paid by the Company.

(E) Includes 64,594 shares covered by options awarded at the election of Mr.
Dimon in lieu of restricted stock awarded to him under the CAP Plan.

(F) Mr. Lipp is a Covered Employee under the Compensation Plan. The bonus
compensation Mr. Lipp received pursuant to the Compensation Plan is
inclusive of bonus compensation paid to him for services rendered to each of
the Company and TAP; however, the portion of his bonus payable in restricted
stock in respect of 1996 was awarded in shares of Class A Common Stock, $.01
par value per share, of TAP ("TAP Common Stock") under TAP CAP rather than
in shares of Common Stock under the CAP Plan. The terms and provisions of
TAP CAP are substantially identical to those of the CAP Plan. As of December
31, 1996, and including the awards made in January 1997 in respect of 1996,
the total holdings of TAP Common Stock under TAP CAP and the market value at
such date of such shares for Mr. Lipp were 36,016 shares ($1,274,066). The
year-end market price of TAP Common Stock was $35.375 per share.

(G) It is estimated that approximately 80% of such amounts payable to Mr. Lipp
reflect compensation for services provided to TAP and approximately 20% of
such amounts reflect compensation for services rendered to the Company and
its affiliates (other than TAP and its subsidiaries).

STOCK OPTIONS GRANTED

The following table sets forth information with respect to stock options
granted during 1996 to each of the executives named in the Summary Compensation
Table. All options granted to Mr. Weill arose under

19
<PAGE>
the reload feature of the 1986 Option Plan or the 1996 Incentive Plan (which
does not increase the net equity position of the participant). The reload
feature is described in footnote (B) under "Option Grants in 1996" below. Of the
options granted to the Covered Employees in 1996, 97.5% were reload options
automatically granted under the provisions of the 1986 Option Plan or the 1996
Incentive Plan while only 2.5% were new non-reload options. Mr. Weill's reload
options arose upon the exercise of stock options granted by Control Data
Corporation ("Control Data Options") in 1986 when it was the parent company of
the Company's corporate predecessor to facilitate the public offering of the
predecessor's stock. The "Grant Date Present Value" numbers set forth in the
table below were derived by application of a variation of the Black-Scholes
option pricing model. The following assumptions were used in employing such
model:

- stock price volatility was calculated by using the weekly closing price of
the Company's Common Stock on the NYSE Composite Transactions Tape for the
one-year period prior to the grant date of each option;

- the risk-free interest rate for each option grant was the interpolated
market yield on the date of grant on a Treasury bill with a term identical
to the subject option life, as reported by the Federal Reserve;

- the dividend yield (based upon the actual annual dividend rate during
1996) was assumed to be constant over the life of the option;

- exercise of the option was deemed to occur approximately nine months after
the date of grant with respect to options that vest six months after the
date of grant and approximately three years after the date of grant with
respect to options that vest at a rate of 20% per year, as appropriate,
based upon each individual's historical experience of the average period
between the grant date and exercise date for those options that have
vested; and

- the value arrived at through the use of the Black-Scholes model was
discounted by 25% to reflect the reduction in value (as measured by the
estimated cost of protection) of the options due to the agreement of
senior executives who are members of the Company's Planning Group to abide
by the Stock Ownership Commitment. For purposes of calculating the
discount, a five year holding period was assumed even though each of the
individuals may be a member of the Planning Group for more than five
years.

The potential value of options granted depends entirely upon a long-term
increase in the market price of the Common Stock: if the stock price does not
increase, the options would be worthless and if the stock price does increase,
this increase would benefit both option holders and all stockholders.

20
<PAGE>
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(B)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NUMBER OF % OF
SECURITIES TOTAL OPTIONS GRANT DATE
UNDERLYING OPTIONS GRANTED TO ALL EXERCISE OR PRESENT
GRANTED EMPLOYEES BASE PRICE EXPIRATION VALUE
NAME (NUMBER OF SHARES) IN 1996 ($ PER SHARE) DATE ($)(A)
- ---- ------------------------ -------------------------- ------------- ----------- -----------

<CAPTION>
RELOAD NON-RELOAD RELOAD NON-RELOAD
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sanford I. Weill................ 28,864.00 .11% $ 30.5625 2/18/03 $ 57,384
51,884.00 .20 34.5000 2/18/03 118,747
476,332.00 1.82 33.0000 4/30/03 1,027,965
707,416.00 2.71 33.0000 10/30/02 1,526,664
749,666.00 2.87 31.0000 10/30/02 1,575,150
928,920.00 3.56 32.4375 4/30/03 2,158,846
661,980.00 2.54 35.9063 10/30/02 1,741,794
719,588.00 2.76 36.6563 10/30/02 1,941,297
26,377.33 .10 36.8438 2/18/03 70,146
434,981.33 1.67 36.8438 4/30/03 1,253,035
646,004.00 2.47 39.8438 10/30/02 1,860,921
668,369.33 2.56 39.4688 10/30/02 1,910,131
47,444.00 .18 41.5313 2/18/03 142,191
815,669.00 3.12 42.7500 4/30/03 2,519,194
------------------------ ----- ----- -----------
Total........................... 6,963,494.99 26.67 0 17,903,465

James Dimon..................... 17,602.00 .07 30.5625 2/19/03 34,727
9,866.00 .04 32.9375 1/25/05 21,331
16,186.00 .06 32.9375 2/19/03 34,994
31,492.00 .12 33.0000 10/30/02 67,449
37,402.00 .14 33.0000 4/30/03 80,108
145,990.00 .56 33.0000 8/28/03 312,681
16,524.00 .06 31.0000 2/19/03 34,456
61,104.00 .23 31.0000 10/30/02 127,414
36,986.67 .14 32.4375 10/30/02 86,096
72,938.67 .28 32.4375 4/30/03 169,785
59,298.67 .23 35.9063 10/30/02 155,446
71,690.67 .27 35.9063 8/28/03 187,930
64,461.33 .25 36.6563 10/30/02 172,059
16,084.00 .06 36.8438 2/19/03 42,456
9,001.33 .03 39.8438 1/25/05 25,737
14,766.67 .06 39.8438 2/19/03 42,222
28,758.67 .11 39.8438 10/30/02 82,229
34,154.67 .13 39.8438 4/30/03 97,658
133,316.00 .51 39.8438 8/28/03 381,190
14,732.00 .06 39.4688 2/19/03 41,790
54,477.33 .21 39.4688 10/30/02 154,533
133,333.33 .51 40.6875 11/1/06 948,730
31,938.67 .12 44.9063 12/14/05 102,962
32,476.00 .12 42.7500 10/30/02 100,376
64,045.00 .25 42.7500 4/30/03 197,949
----------- ----------- ----- -------------
Sub-Total..................... 1,075,292.35 133,333.33
----------- -----------
Total........................... 1,208,625.68 4.11 .51 3,702,308
</TABLE>

21
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(B)
---------------------------------------------------------------------------------------------
NUMBER OF % OF
SECURITIES TOTAL OPTIONS GRANT DATE
UNDERLYING OPTIONS GRANTED TO ALL EXERCISE OR PRESENT
GRANTED EMPLOYEES BASE PRICE EXPIRATION VALUE
NAME (NUMBER OF SHARES) IN 1996 ($ PER SHARE) DATE ($)(A)
- ---- ------------------------ -------------------------- ------------- ----------- -----------
RELOAD NON-RELOAD RELOAD NON-RELOAD
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert I. Lipp.................. 19,066.00 .07 30.8125 2/22/03 41,016
26,054.00 .10 30.8125 5/2/03 56,049
52,706.00` .20 30.8125 11/2/02 113,384
14,470.67 .06 32.8215 11/26/04 34,640
34,888.00 .14 32.8125 2/22/03 83,516
104,716.00 .41 32.8125 11/2/02 250,673
49,174.67 .19 32.8125 5/2/03 117,716
51,826.67 .20 37.4063 11/2/02 143,565
13,720.00 .05 40.7813 11/26/04 41,603
16,593.33 .06 40.7813 2/22/03 50,316
22,677.33 .09 40.7813 5/2/03 68,764
45,876.00 .18 40.7813 11/2/02 139,109
66,666.67 .26 40.6875 11/1/06 419,941
15,772.00 .06 44.9063 12/14/05 52,577
12,619.00 .05 43.2500 11/26/04 40,224
30,423.00 .12 43.2500 2/22/03 96,976
91,321.00 .35 43.2500 11/2/02 291,094
42,884.00 .16 43.2500 5/2/03 136,696
----------- ----------- ----- ----- -----------
Sub-Total..................... 644,787.67 66,666.67
----------- -----------
Total........................... 711,454.34 2.49 .26 2,177,859

Steven D. Black................. 10,850.00 .04 31.1250 2/27/03 25,730
12,352.00 .04 31.1250 4/27/01 29,292
12,360.00 .04 31.1250 11/25/99 29,311
8,528.00 .03 31.1250 8/24/01 20,224
24,754.00 .09 31.1250 4/23/04 58,703
7,112.00 .03 32.9375 4/27/01 19,109
16,822.00 .06 32.9375 8/24/01 45,199
24,534.00 .09 32.9375 4/23/04 65,920
9,480.00 .04 33.6563 8/24/01 27,812
4,986.67 .02 35.2500 2/27/03 15,574
11,405.34 .04 35.2500 4/27/01 35,620
7,065.33 .03 35.2500 8/24/01 22,066
15,341.33 .06 35.2500 11/25/99 47,912
9,593.34 .04 39.8438 2/27/03 32,863
10,910.66 .04 39.8438 4/27/01 37,376
10,914.67 .04 39.8438 11/25/99 37,390
7,532.00 .03 39.8438 8/24/01 25,802
21,877.33 .08 39.8438 4/23/04 74,944
6,465.33 .02 39.7500 4/27/01 22,135
15,292.00 .06 39.7500 8/24/01 52,355
22,304.00 .09 39.7500 4/23/04 76,362
9,462.67 .04 44.9063 12/14/05 36,357
------------------------ ----- ----- -----------
Total........................... 279,942.67 1.05 0 838,056
</TABLE>

22
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(B)
---------------------------------------------------------------------------------------------
NUMBER OF % OF
SECURITIES TOTAL OPTIONS GRANT DATE
UNDERLYING OPTIONS GRANTED TO ALL EXERCISE OR PRESENT
GRANTED EMPLOYEES BASE PRICE EXPIRATION VALUE
NAME (NUMBER OF SHARES) IN 1996 ($ PER SHARE) DATE ($)(A)
- ---- ------------------------ -------------------------- ------------- ----------- -----------
RELOAD NON-RELOAD RELOAD NON-RELOAD
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph J. Plumeri, II........... 30,038.00 .12 30.5000 10/28/04 63,324
82,160.00 .31 30.5000 7/23/03 173,204
100,525.33 .38 30.7500 7/23/03 243,072
40,000.00 .15 40.6875 11/1/06 231,913
30,860.00 .12 46.8750 10/28/04 111,919
66,948.00 .26 46.8750 7/23/03 242,798
----------- ----------- ----- ----- -----------
Sub-Total..................... 310,531.33 40,000.00
----------- -----------
Total........................... 350,531.33 1.19 .15 1,066,230
</TABLE>

- ------------------------
(A) Except as indicated in the table above, all options granted in 1996 were
reload options. Rather than enhance his or her holdings, reload options are
intended to enable an employee who exercises an option by tendering
previously owned shares to remain in the same economic position (the "Equity
Position") with respect to potential appreciation in the Company's Common
Stock as if he or she had continued to hold the original option unexercised.
As such, reload options meet the Company's objective of fostering continued
stock ownership in the Company by its employees, but the receipt thereof by
any such employee does not result in a net increase in his or her Equity
Position.

The table below sets forth the Equity Position of each of the above named
executives with respect to options exercised and reload options granted in 1996.
The Equity Position of each of such executives has remained constant.

NET CHANGES IN EQUITY POSITION
RESULTING FROM EXERCISES OF RELOAD OPTIONS(1)

<TABLE>
<CAPTION>
ENDING NET EQUITY POSITION
-----------------------------------------------------------
<S> <C> <C> <C> <C>
NET
CHANGE
NEW IN EQUITY
NET RELOAD POSITION FROM
OPTIONS SHARES OPTIONS EXERCISES OF RELOAD
NAME EXERCISED RECEIVED GRANTED OPTIONS
- ---- ---------- ---------- ---------- -----------------------
Sanford I. Weill....................................... 8,151,716 1,188,221 6,963,495 0
James Dimon............................................ 1,254,223 178,931 1,075,292 0
Robert I. Lipp......................................... 769,243 124,455 644,788 0
Steven D. Black........................................ 333,940 53,997 279,943 0
Joseph J. Plumeri, II.................................. 393,900 83,369 310,531 0
</TABLE>

- ------------------------
(1) The "Options Exercised" column sets forth the number of options exercised by
such executive. The "Net Shares Received" sets forth the number of shares
such executive actually received upon exercise of the option after
subtracting the number of previously owned shares tendered to pay the
exercise price and/or withheld to pay taxes on the exercise. The "New Reload
Options Granted" column sets forth the number of reload options granted to
the executive which is in an amount equal to the number of shares tendered
and/or withheld. The "Net Change in Equity Position from Exercises of Reload
Options" is the difference between the number of options exercised less the
sum of the net shares received and the number of reload options granted.

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)

23
<PAGE>
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)

(B) The option price of each option granted under the 1986 Option Plan or the
1996 Incentive Plan is not less than the fair market value of the Common
Stock subject to the option, determined in good faith by the Nominations,
Compensation and Corporate Governance Committee. Under current rules
established by the Committee, fair market value is the closing sale price of
Common Stock on the NYSE Composite Transactions Tape on the last trading day
prior to the date of grant of the option. Options generally vest in
cumulative installments of 20% on each anniversary of the date of grant such
that the options are fully exercisable on and after five years from the date
of grant until ten years following such grant (in the case of non-qualified
stock options, which represent all options currently outstanding). The
Committee has discretion to establish a slower vesting schedule for options
granted under the 1986 Option Plan and the 1996 Incentive Plan. Participants
are entitled to direct the Company to withhold shares otherwise issuable
upon an option exercise to cover in whole or in part the tax liability
associated with such exercise, or participants may cover such liability by
surrendering previously owned shares (other than restricted stock). During
the term of the 1996 Incentive Plan, the aggregate number of shares of
Common Stock for which option awards may be granted to any one employee
under the 1996 Incentive Plan (including reload options) will not exceed
twenty four million shares.

Under the reload feature of the 1986 Option Plan and the 1996 Incentive Plan,
participants who tender previously owned shares (including CAP Plan
restricted stock) to pay all or a portion of the exercise price of vested
stock options or tender previously owned shares or have shares withheld to
cover the associated tax liability may be eligible to receive a reload
option covering the same number of shares as are tendered or withheld for
such purposes. Under the 1986 Option Plan and the 1996 Option Plan, such
participant may choose to receive either (i) Incremental Shares subject to
restrictions on transferability for a period of one year, or such other
shorter or longer period as determined by the Committee and no reload option
or (ii) Incremental Shares subject to restrictions on transferability for a
period of two years, or such other shorter or longer period as determined by
the Committee and a reload option. "Incremental Shares" are those shares of
Common Stock actually issued to a participant upon the exercise of an
option. If a participant exercises an option by paying the exercise price
and the withholding taxes entirely in cash, the number of Incremental Shares
will equal the number of shares exercised. If, however, a participant
exercises an option by surrendering previously owned shares of Common Stock
or restricted Common Stock ("Surrendered Shares") to pay the exercise price,
or the participant authorizes the Company to sell shares of Common Stock to
cover the exercise price and/or requests that the Company withhold shares to
cover the withholding tax liability ("Withheld Shares"), the number of
Incremental Shares will equal the number of options exercised minus the sum
of the number of Surrendered Shares or the number of shares sold by the
Company on behalf of the participant, and the Withheld Shares. Participants
are permitted to transfer their Incremental Shares during the restricted
period only by will or the laws of descent and distribution. If the exercise
price of an option is paid by delivery of a number of shares of restricted
stock, then the participant will receive, in connection with the exercise,
an equal number of identically restricted shares of Common Stock. Further,
in order for a participant to receive a reload option in connection with his
or her exercise of a vested option, the market price of Common Stock on the
date of exercise must equal or exceed the minimum market price level
established by the Committee from time to time (the "Market Price
Requirement"). The Committee has established that the initial Market Price
Requirement will be a market price on the date of exercise equal to or
greater than 120% of the price of the option being exercised. If a market
price does not equal or exceed the applicable Market Price Requirement, a
vested option may be exercised but no reload option will be granted in
connection with such exercise.

The Committee determines the exercise price for the reload option at the time
such reload option is granted, provided that the exercise price may not be
less than the fair market value of a share of Common Stock on the date of
exercise of the underlying option, and such reload option will have a

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)

24
<PAGE>
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
term equal to the remaining term of the original option, except that the
reload option will not be exercisable until six months after its date of
grant, unless the Committee determines otherwise.

Reload options are intended to encourage employees to exercise options at an
earlier date and to retain the shares so acquired, in furtherance of the
Company's long-standing policy of encouraging increased employee stock
ownership. With standard stock options, sale of at least a portion of the
stock to be acquired by exercise is often necessitated to cover the exercise
price or the associated withholding tax liability. The employee thereby
receives fewer shares upon exercise, and also forgoes any future
appreciation in the stock sold. By use of previously owned shares to
exercise an option, an employee is permitted to gain from the past price
appreciation in such shares, and receives a new option at the current market
price. The reload option so granted enables the employee to participate in
future stock price appreciation.

STOCK OPTIONS EXERCISED

The following table sets forth, in the aggregate, the number of shares
underlying options exercised during 1996 and states the value at year-end of
exercisable and unexercisable options remaining outstanding. The "Value
Realized" column reflects the difference between the market price on the date of
exercise and the market price on the date of grant (which establishes the
exercise price for the option) for all options exercised, even though the
executive may have actually received fewer shares as a result of the surrender
of previously owned shares to pay the exercise price or the tax liability, or
the withholding of shares to cover the tax liability associated with option
exercise. Accordingly, the "Value Realized" numbers do not necessarily reflect
what the executive might receive, should he or she choose to sell the shares
acquired by the option exercise, since the market price of the shares so
acquired may at any time be higher or lower than the price on the exercise date
of the option.

AGGREGATED OPTION EXERCISES IN 1996
AND
1996 YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT VALUE OF UNEXERCISED
SHARES 1996 YEAR-END IN THE MONEY OPTIONS
ACQUIRED VALUE (NUMBER OF SHARES) AT 1996 YEAR-END($)
ON EXERCISE REALIZED -------------------------- ---------------------------
NAME (A) ($) (B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Sanford I. Weill(C)..................... 8,151,716 $ 85,232,745 0 6,472,429 $ 0 $ 101,546,799
James Dimon............................. 1,254,223 12,885,031 0 1,406,868 0 21,354,092
Robert I. Lipp.......................... 769,243 8,775,309 0 756,836 0 11,346,657
Steven D. Black......................... 333,940 3,558,466 0 322,631 0 5,074,666
Joseph J. Plumeri, II................... 393,900 5,741,934 24,154 518,333 359,291 9,675,183
</TABLE>
- ------------------------
(A) This column reflects the number of shares underlying options exercised in
1996 by the named executive officers. The actual number of shares received
by each of these individuals from options exercised in 1996 (net of shares
surrendered to cover the exercise price and/or surrendered or withheld to
cover the exercise price and tax liabilities) was: Mr. Weill, 1,188,221
shares; Mr. Dimon, 178,931 shares; Mr. Lipp, 124,542 shares; Mr. Black,
53,997 shares; and Mr. Plumeri, 83,369 shares.

(B) "Value Realized" is in each case calculated as the difference between the
market price on the date of exercise and the market price on the date of
grant, which establishes the exercise price for option exercise. All of the
above executives have made the Stock Ownership Commitment pursuant to which
such executives generally commit not to dispose of their shares of Common
Stock while they continue to be executives of the Company. Other than shares
of Common Stock used in connection with employee compensation plans,
charitable contributions or certain limited estate planning transactions
with family members, at December 31, 1996, none of the above executives had
ever disposed of any Common Stock.

(C) All of the stock options exercised by Mr. Weill in 1996 were reload options
arising from Control Data Option exercises.

25
<PAGE>
PERFORMANCE GRAPH

The following line graph compares annual changes in "Cumulative Total
Return" of the Company (as defined below) with (i) Cumulative Total Return of a
performance indicator of equity stocks in the overall stock market, the S&P 500
Index, and (ii) Cumulative Total Return of a "Peer Index," each for the last
five years. The Peer Index is the S&P Financial Index, which comprises the
following Standard & Poor's industry groups: Money Center Banks, Major Regional
Banks, "Savings & Loan," Life Insurance, Multi-Line Insurance, Property and
Casualty Insurance, Personal Loans and Financial Services (excluding the Company
and both of the government-sponsored entities: the Federal Home Loan Mortgage
Corporation and the Federal National Mortgage Association). The Peer Index has
been weighted based on market capitalization. "Cumulative Total Return" is
calculated (in accordance with SEC instructions) by dividing (i) the sum of (A)
the cumulative amount of dividends during the relevant period, assuming dividend
reinvestment at the end of the month in which such dividends were paid, and (B)
the difference between the market capitalization at the end and the beginning of
such period, by (ii) the market capitalization at the beginning of such period.

The comparisons in this table are set forth in response to SEC disclosure
requirements, and therefore are not intended to forecast or be indicative of
future performance of the Common Stock.

TRAVELERS GROUP INC.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>

Travelers Group Inc. 100.0 124.91 203.55 172.35 340.66 500.22

S&P 100.0 107.61 118.43 120.00 165.03 202.90

Peer Index 100.0 123.04 135.22 130.53 197.65 269.30
</TABLE>

--------------------------------

ASSUMES $100 INVESTED AT THE CLOSING PRICE ON DECEMBER 31, 1991, IN
THE COMPANY'S COMMON STOCK, THE S&P 500 INDEX, AND THE PEER INDEX,
REPRESENTING THE S&P FINANCIAL INDEX (EXCLUDING THE COMPANY, AND BOTH
OF THE GOVERNMENT-SPONSORED ENTITIES: THE FEDERAL HOME LOAN MORTGAGE
CORPORATION AND THE FEDERAL NATIONAL MORTGAGE ASSOCIATION). THE PEER
INDEX HAS BEEN WEIGHTED BASED ON MARKET CAPITALIZATION.

26
<PAGE>
COMPENSATION OF DIRECTORS

Pursuant to the Company's By-laws, the members of the Board of Directors are
compensated in a manner and at a rate determined from time to time by the Board
of Directors. It has been the practice of the Company since its initial public
offering in 1986 to pay its outside directors in shares of Common Stock, in
order to assure that the directors have an ownership interest in the Company in
common with other stockholders. Compensation of outside directors of the Company
currently consists of an annual retainer of $100,000, payable in shares of
Common Stock, receipt of which may be deferred at the election of a Director.
Directors who have not made such election receive fees partly in shares of
Common Stock and partly in cash equal to the current tax liability incurred by
receipt of such Common Stock.

Directors receive no additional compensation for participation on committees
of the Board. Additional compensation, if any, for special assignments
undertaken by directors will be determined on a case by case basis, but no such
additional compensation was paid to any director in 1996. Directors who are
employees of the Company or its subsidiaries do not receive any compensation for
their services as directors.

RETIREMENT PLANS

Executive officers and employees are eligible to participate in the
Travelers Group Pension Plan (the "Retirement Plan") on the later of attaining
age 21 or completion of one year of service. Benefits under the Retirement Plan
vest after five years of service with the Company or its subsidiaries. The
normal form of retirement benefit is, in the case of a married participant, a
joint and survivor annuity payable over the life of the participant and his or
her spouse, or in the case of an unmarried participant, an annuity payable over
the participant's life. Instead of such normal form of payment, participants may
elect to receive other types of annuities or a single sum payable at retirement
or, with respect to certain participants, other termination of service.

When expressed as a single sum payment option, benefits accrue for the first
five years of covered service at an annual rate varying between .75% and 4.0% of
the participant's qualifying compensation, depending upon the participant's age
at the time of accrual. "Qualifying compensation" generally includes base salary
(before pre-tax contributions to the Savings Plan or other benefit plans),
overtime pay, commissions and bonuses. Under rules promulgated by the Internal
Revenue Service (the "Service"), a ceiling of $150,000 for 1996 (subject to
adjustment by the Service) is imposed on the amount of compensation that may be
considered "qualifying compensation" under the Retirement Plan.

During the period of the sixth through the fifteenth year of covered
service, benefits accrue at an annual rate of between 1.25% and 5.0% of the
participant's qualifying compensation, depending upon the participant's age at
the time of accrual. After a participant has completed 15 years of covered
service, benefits accrue at an annual rate varying between 1.25% and 7.0% of the
participant's qualifying compensation, depending upon the participant's age at
the time of accrual. There are also minimum benefits provided for under the
Retirement Plan.

Subject to the statutory maximum benefits payable by a qualified plan (as
described below), a participant also accrues annually an additional amount
calculated as 1.0% to 2.5% of qualifying compensation (again depending upon his
or her age) for that part of qualifying compensation in excess of the amount of
the Social Security wage base. There is an interest accrual added to the
participant's single sum entitlement. This interest amount is determined by
multiplying the prior year's single sum by a percentage calculated annually
pursuant to a formula set forth in the Plan.

The statutory maximum retirement benefit that may be paid to any one
individual by a tax qualified defined benefit pension plan in 1996 is $120,000
annually. Years of service credited under the Retirement Plan to date for each
of the individuals named in the Summary Compensation Table are as follows: Mr.
Weill, 10 years; Mr. Dimon, 10 years; Mr. Lipp, 10 years; Mr. Plumeri, 24 years;
and Mr. Black, 22 years.

The Company and certain Company subsidiaries provide certain pension
benefits, in addition to the statutory maximum benefit payable under tax
qualified pension plans, under non-funded, non-qualified

27
<PAGE>
retirement benefit equalization plans ("RBEPs"). The benefits payable under
RBEPs are unfunded, and will come from the general assets of each plan's
sponsor. In 1993, the Nominations, Compensation and Corporate Governance
Committee amended the RBEPs in two respects: first, to exclude certain
executives of the Company and its subsidiaries (including each of the persons
named in the Summary Compensation Table) and employees of certain subsidiaries
from further participation in the RBEPs, and second, to limit the compensation
covered by such plans to a fixed amount of $300,000 (equal to twice the 1994
statutory maximum qualifying compensation without giving effect to any future
adjustments) less amounts covered by the Retirement Plan, thereby limiting
benefits payable under the RBEPs to all participants. No benefits were accrued
in 1996 under any of the RBEPs for the account of any of the persons named in
the Summary Compensation Table.

Effective at the end of 1993, the Committee also froze benefits payable
under the Company's Supplemental Retirement Plan ("SERP") covering supplemental
retirement benefits to designated senior executives of the Company and its
subsidiaries. At that time, 25 individuals were SERP participants, including
each of the individuals named in the Summary Compensation Table. The maximum
benefit payable under SERP is also reduced by any benefits payable under the
Retirement Plan (or its predecessor plans, if applicable), under any applicable
RBEP, under any other Company or subsidiary sponsored qualified or non-qualified
defined benefit or defined contribution pension plan (other than the Savings
Plan or other 401(k) plans), and under the Social Security benefit program.

Estimated annual benefits under the three benefit plans of the Company for
the five executive officers named in the Summary Compensation Table using the
applicable formulas under the Retirement Plan and the frozen RBEP and SERP Plans
and assuming their retirement at age 65, would be as follows: Mr. Weill,
$618,421; Mr. Dimon, $241,318; Mr. Lipp, $290,939; Mr. Plumeri, $83,472; and Mr.
Black, $74,665. Mr. Plumeri's annuity under the Retirement Plan includes his
accrued annuity transferred from the retirement plan of Shearson Lehman Brothers
Holdings, Inc. These estimates were calculated assuming that the interest
accrual was 8% for 1989 through 1991, 6% for 1992 through 1993, 5.5% for 1994,
7% for 1995 and 5.5% thereafter until the participant retires at the age of 65,
and that the current salary of the participant, the 1996 dollar ceiling on
qualifying compensation (which was set by legislation adopted in 1993 at
$150,000 annually), the 1996 Social Security wage base and the current
regulatory formula to convert lump-sum payments to annual annuity figures each
remains unchanged.

EMPLOYMENT PROTECTION AGREEMENTS

The Company has entered into employment protection agreements with certain
of its executive officers. Under the agreement with Mr. Weill, the Company
agrees to employ Mr. Weill as its Chief Executive Officer (and Mr. Weill agrees
to serve in such capacity) with an annual salary, incentive participation and
employee benefits as determined from time to time by the Company's Board of
Directors. The agreement contains automatic one-year renewals (unless notice of
nonrenewal is given by either party). In the event of termination of his
employment without cause, the agreement provides that Mr. Weill will be paid and
entitled to receive other employee benefits (as in effect at the termination
date) through the remaining term of the agreement and will be entitled to two
years additional vesting and exercise of his stock options (and a cash payment
based on the value of any portion of the stock options that would not vest
within such additional period). During such period of continuing payments and
stock option vesting and exercise, Mr. Weill would be subject to a
noncompetition agreement in favor of the Company.

Mr. Plumeri is a party to an employment agreement with Smith Barney, which
replaced an agreement entered into at the time of the acquisition by Smith
Barney of certain assets and liabilities of Shearson Lehman Brothers in 1993.
Under the agreement, Mr. Plumeri was entitled, until July 30, 1996, to a
specified annual base salary and consideration for an annual discretionary bonus
under the Compensation Plan. The agreement currently provides for certain
deferred compensation payments, for reimbursement of the cost of certain life
insurance and for participation in employee benefit plans and receipt of
employee benefits available to senior executives of the Company. The agreement
also contains a prohibition on hiring Company employees and agents following
termination of employment.

28
<PAGE>
CERTAIN INDEBTEDNESS

Certain executive officers have from time to time, including periods during
1996, incurred indebtedness to Smith Barney, a wholly owned subsidiary of the
Company and a registered broker-dealer, on margin loans against securities
accounts with Smith Barney. Such margin loans were made in the ordinary course
of Smith Barney's business, were made on substantially the same terms (including
interest rates and collateral) as those prevailing for comparable transactions
for other persons, and did not involve more than the normal risk of
collectability or present other unfavorable features.

Mr. Plumeri, a Covered Person, was indebted to a subsidiary of the Company
during 1996 under a loan program assumed by a subsidiary of the Company from a
former employer of Mr. Plumeri. The loan program provided for loans to key
executives of the former employer to purchase shares of stock of such former
employer. The maximum amount of Mr. Plumeri's indebtedness during 1996 was
$368,108. The loan bore interest at the prime rate minus 2 percent and was
secured by 14,629 shares of Common Stock, which Mr. Plumeri received in exchange
for his shares of the former employer. The principal of the loan was paid on
December 31, 1996 and, in accordance with the terms of the program, conditioned
upon Mr. Plumeri's continued employment through such date, all interest thereon
was forgiven.

Mr. Peter Dawkins, a member of the Planning Group, is indebted to the
Company pursuant to a loan made to him by the Company in an original principal
amount of $500,000 which was the maximum amount of Mr. Dawkins' indebtedness to
the Company during 1996. Repayment of principal is required upon termination of
Mr. Dawkins' employment or with the proceeds of any sale of Common Stock by Mr.
Dawkins. The loan bears interest, payable quarterly, at 5% per annum.

ITEM 3:
RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors has selected KPMG Peat Marwick LLP ("Peat Marwick")
as the independent auditors of the Company for 1997. Peat Marwick has served as
the independent auditors of the Company and its predecessors since 1969.
Arrangements have been made for a representative of Peat Marwick to attend the
Annual Meeting. The representative will have an opportunity to make a statement
if he or she desires to do so, and will be available to respond to appropriate
stockholder questions.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF
THE SELECTION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
1997. Assuming the presence of a quorum, the affirmative vote of a majority of
the votes cast by the holders of shares of Common Stock and Series C Preferred
Stock present and entitled to vote on this item at the Annual Meeting, voting as
a single class, is required to ratify the selection of the Company's auditors.
Under applicable Delaware law, in determining whether this item has received the
requisite number of affirmative votes, abstentions and broker nonvotes will be
counted and will have the same effect as a vote against this item.

COST OF SOLICITING PROXIES

The cost of soliciting proxies and the cost of the Annual Meeting will be
borne by the Company. In addition to the solicitation of proxies by mail,
proxies may be solicited by personal interview, telephone and similar means by
directors, officers or employees of the Company, none of whom will be specially
compensated for such activities. The Company also intends to request that
brokers, banks and other nominees solicit proxies from their principals and will
pay such brokers, banks and other nominees certain expenses incurred by them for
such activities. The Company has retained Morrow & Co., Inc., a proxy soliciting
firm, to assist in the solicitation of proxies, for an estimated fee of $12,500,
plus reimbursement of certain out-of-pocket expenses.

29
<PAGE>
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the next Annual Meeting
of Stockholders and who wishes such proposal to be included in the Proxy
Statement for that meeting must submit such proposal in writing to the Secretary
of the Company, at the address set forth on the first page of this Proxy
Statement, and such proposal must be received on or before November 24, 1997.

OTHER MATTERS

The Board of Directors and management of the Company know of no other
matters to be brought before the Annual Meeting. If other matters should arise
at the Annual Meeting, shares represented by proxies will be voted at the
discretion of the proxy holder.

30
<PAGE>
ANNEX A

PROPOSED AMENDMENT TO ARTICLE SEVENTH
OF THE RESTATED CERTIFICATE OF INCORPORATION
OF TRAVELERS GROUP INC.

------------------------

Article SEVENTH is hereby amended to read in its entirety as follows:

The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors, the exact number of
directors to be determined from time to time by resolution adopted
by affirmative vote of a majority of the entire Board of
Directors. At each annual meeting, each director shall be elected
for a one-year term. A director shall hold office until the annual
meeting held the year in which his or her term expires and until
his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification
or removal from office. Any vacancy on the Board of Directors that
results from an increase in the number of directors may be filled
by a majority of the Board of Directors then in office, provided
that a quorum is present, and any other vacancy occurring in the
Board of Directors may be filled by a majority of the directors
then in office, even if less than a quorum, or a sole remaining
director. Any director elected to fill a vacancy not resulting
from an increase in the number of directors shall have the same
remaining term as that of his or her predecessor. Notwithstanding
the foregoing, whenever the holders of any one or more classes or
series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at
an annual or special meeting of stockholders, the election, term
of office, filling of vacancies and other features of such
directorships shall be governed by the terms of this Restated
Certificate of Incorporation applicable thereto.
------------------------
<PAGE>

TRAVELERS GROUP INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF TRAVELERS GROUP INC. FOR THE ANNUAL MEETING
APRIL 23, 1997

The undersigned hereby constitutes and appoints Sanford I. Weill,
P James Dimon and Charles O. Prince, III, and each of them his or her true and
R lawful agents and proxies with full power of substitution in each, to
O represent the undersigned at the Annual Meeting of Stockholders of
X Travelers Group Inc. (the "Company") to be held at Carnegie Hall, 881
Y Seventh Avenue, New York, New York on Wednesday, April 23, 1997 at 9:00
a.m. local time, and at any adjournments or postponements thereof, on all
matters properly coming before said Annual Meeting, including but not
limited to the matters set forth on the reverse side.

If shares of Travelers Group Inc. Common Stock are issued to or held
for the account of the undersigned under employee plans and voting rights
attach to such shares (any of such plans, a "Voting Plan"), then the
undersigned hereby directs the respective fiduciary of each applicable
Voting Plan to vote all shares of Travelers Group Inc. Common Stock in the
undersigned's name and/or account under such Plan in accordance with the
instructions given herein, at the Annual Meeting and at any adjournments
or postponements thereof, on all matters properly coming before the Annual
Meeting, including but not limited to the matters set forth on the reverse
side.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR PROXY
CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THIS CARD.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE
PROPOSALS AND WILL BE VOTED IN THE DISCRETION OF THE PROXIES (OR, IN THE
CASE OF A VOTING PLAN, WILL BE VOTED IN THE DISCRETION OF THE PLAN TRUSTEE
OR ADMINISTRATOR) UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING.

SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE

<PAGE>

| X |Please mark
votes as in
this example.


<TABLE>

<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS
- -----------------------------------------------------------------------------------------------------------------------

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

1. Proposal to amend the Restated | | | | | | 3. Proposal to ratify the selection | | | | | |
Certificate of Incorporation | | | | | | of KPMG Peat Marwick LLP as the | | | | | |
to declassify the Board of | | | | | | Company's independent auditors | | | | | |
Directors ---- ---- ---- for 1997. ---- ---- ----

2. Proposal to elect twenty-one directors to a
one-year term.

Nominees: Judith Arron, C. Michael Armstrong,
Kenneth J. Bialkin, Edward H. Budd, Joseph A. Califano, Jr.,
Douglas D. Danforth, Robert F. Daniell, James Dimon,
Leslie B. Disharoon, The Hon. Gerald R. Ford, Thomas Jones,
Ann Dibble Jordon, Robert I. Lipp, Michael Masin,
Dudley C. Mecum, Andrall E. Pearson, Frank J. Tasco,
Linda J. Wachner, Sanford I. Weill, Joseph R. Wright, Jr.
and Arthur Zankel.

| | FOR | | WITHHELD
| | ALL | | FROM ALL
| |NOMINEES | | NOMINEES
----- -----


| | MARK HERE | |
| | FOR ADDRESS | |
| | CHANGE AND | |
- ------__________________________________ NOTE AT LEFT-----
For, except authority to vote WITHHELD
from the above nominee(s) [write names(s)
on line]
- -----------------------------------------------------------------------------------------------------------------------

The signer(s) hereby acknowledge(s) receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement.

The signer(s) hereby revoke(s) all proxies heretofore given by the
signer(s) to vote at said Annual Meeting and any adjournments or
postponements thereof.

IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED
ON THE REVERSE SIDE.

NOTE: Please sign exactly as name appears herein. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.


Signature: ________________________________________ Date: ______________ Signature:__________________________ Date: ______________

</TABLE>





</TEXT>
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<SEC-DOCUMENT>0001047469-98-009442.txt : 19980312
<SEC-HEADER>0001047469-98-009442.hdr.sgml : 19980312
ACCESSION NUMBER: 0001047469-98-009442
CONFORMED SUBMISSION TYPE: PRE 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19980422
FILED AS OF DATE: 19980311
SROS: NYSE
SROS: PCX

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: TRAVELERS GROUP INC
CENTRAL INDEX KEY: 0000831001
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 521568099
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: PRE 14A
SEC ACT:
SEC FILE NUMBER: 001-09924
FILM NUMBER: 98563780

BUSINESS ADDRESS:
STREET 1: 388 GREENWICH ST
STREET 2: LEGAL DEPT 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10013
BUSINESS PHONE: 2128168000

MAIL ADDRESS:
STREET 1: 388 GREENWICH ST
STREET 2: LEGAL DEPT 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10013

FORMER COMPANY:
FORMER CONFORMED NAME: TRAVELERS INC
DATE OF NAME CHANGE: 19940103

FORMER COMPANY:
FORMER CONFORMED NAME: PRIMERICA CORP /NEW/
DATE OF NAME CHANGE: 19920703

FORMER COMPANY:
FORMER CONFORMED NAME: COMMERCIAL CREDIT GROUP INC
DATE OF NAME CHANGE: 19890102
</SEC-HEADER>
<DOCUMENT>
<TYPE>PRE 14A
<SEQUENCE>1
<DESCRIPTION>PRE 14A
<TEXT>

<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

TRAVELERS GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------



<PAGE>
[LOGO]

TRAVELERS GROUP INC.
388 Greenwich Street
New York, New York 10013

March [23], 1998

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Travelers Group Inc. on Wednesday, April 22, 1998. The meeting will be held at
Carnegie Hall, 881 Seventh Avenue, New York, New York, at 9:00 a.m. local time.
The entrance to Carnegie Hall is on 57th Street just east of Seventh Avenue.

At this meeting of stockholders, we will be voting on a number of important
matters. Please take the time to read carefully each of the proposals for
stockholder action described in the proxy materials.

Thank you for your continued support of our Company.

Sincerely,

/s/ Sanford I. Weil

Sanford I. Weill

CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
<PAGE>
TRAVELERS GROUP INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Travelers Group Inc. (the "Company")
will be held at Carnegie Hall, 881 Seventh Avenue, New York, New York, on
Wednesday, April 22, 1998 at 9:00 a.m. local time, for the following purposes:

ITEM 1. To elect nineteen directors to the Board;

ITEM 2. To ratify the selection of the Company's independent auditors
for 1998;

ITEM 3. To consider and vote upon the proposal to amend the Restated
Certificate of Incorporation of Travelers Group Inc. to increase
to 3 billion the shares of common stock authorized for issuance;

and to transact such other business as may properly come before the
Annual Meeting.

The Board of Directors has set the close of business on March 4, 1998 as the
record date for determining stockholders entitled to notice of and to vote at
the Annual Meeting. A list of stockholders entitled to vote at the Annual
Meeting will be maintained at the Company's headquarters, 388 Greenwich Street,
New York, New York prior to the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting.

By Order of the Board of Directors

/s/ Charles O. Prince, III

Charles O. Prince, III
SECRETARY

March [23], 1998

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE SIGNED, DATED AND PROMPTLY
RETURNED IN THE ENCLOSED ENVELOPE OR THAT YOU REGISTER YOUR VOTE BY TELEPHONE BY
FOLLOWING THE INSTRUCTIONS FOR TELEPHONIC VOTING ON YOUR PROXY CARD, SO THAT
YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING.
<PAGE>
TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013

------------------------

PROXY STATEMENT
------------------------

ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is being furnished to stockholders of Travelers Group
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies for use at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at Carnegie Hall,
881 Seventh Avenue, New York, New York, on Wednesday, April 22, 1998, at 9:00
a.m. local time, and at any adjournments or postponements of such meeting. This
Proxy Statement and the accompanying proxy card are being mailed beginning on or
about March [23], 1998, to stockholders of the Company on March 4, 1998, the
record date for the Annual Meeting (the "Record Date"). Employees of the Company
who are participants in one or more of the Company's benefit plans may receive
this Proxy Statement and their proxy cards separately. The Company's Annual
Report to Stockholders for the fiscal year ended December 31, 1997 will be
delivered to stockholders prior to or concurrently with the mailing of the proxy
material.

Stockholders of the Company are cordially invited to attend the Annual
Meeting. Whether or not you expect to attend, it is important that you complete
the enclosed proxy card, and sign, date and return it as promptly as possible in
the envelope enclosed for that purpose or vote your shares by telephone by
following the instructions for telephonic voting on your proxy card (except
under the very limited circumstances in which telephonic voting is not
available). You have the right to revoke your proxy at any time prior to its use
by filing a written notice of revocation with the Secretary of the Company prior
to the convening of the Annual Meeting, or by presenting another proxy card with
a later date. If you attend the Annual Meeting and desire to vote in person, you
may request that your previously submitted proxy card not be used.

As a result of prior transactions, including the payment of stock dividends
in 1993, 1996 and 1997 and the merger with The Travelers Corporation ("old
Travelers") and the merger of a wholly owned subsidiary of the Company with
Salomon Inc ("Salomon"), certain of the Company's records, including but not
limited to those relating to stock option grants and deferred shares for
directors, include fractional share amounts. The Company cannot issue fractional
share interests, however, and accordingly fractional share amounts have been
deleted from the numbers reported in this proxy statement.

VOTING RIGHTS

As of the Record Date, the outstanding stock of the Company entitled to
receive notice of and to vote at the Annual Meeting consisted of 1,151,702,575
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), 280,000 shares of the Company's Series I Cumulative Convertible
Preferred Stock (the "Series I Preferred Stock"), 400,000 shares of the
Company's 8.08% Cumulative Preferred Stock, Series J (the "Series J Preferred
Stock"), which is held in the form of depositary shares (the "Series J
Depositary Shares"), each representing an interest in 1/20th of a share of
Series J Preferred Stock, and 500,000 shares of the Company's 8.40% Cumulative
Preferred Stock, Series K (the "Series K Preferred Stock"), which is held in the
form of depositary shares (the "Series K Depositary Shares"), each representing
an interest in 1/20th of a share of Series K Preferred Stock. The Series I
Preferred Stock, the Series J Preferred Stock and the Series K Preferred Stock
(collectively, the "Voting Preferred Stock") were issued in exchange for,
respectively, the Series A Cumulative Convertible Preferred Stock, the 8.08%
Cumulative Preferred Stock, Series D and the 8.40% Cumulative Preferred Stock,
Series E, of Salomon in connection with the merger of Salomon with a wholly
owned subsidiary of the Company (the "Salomon Merger") effective November 28,
1997. Each share of Common Stock is entitled to one vote on each matter that is
voted on at the Annual Meeting. The Series I Preferred Stock is entitled to
44.60526 votes per share on each matter that is voted on at the Annual Meeting.
Each share of Series J and Series K
<PAGE>
Preferred Stock is entitled to three votes per share on each matter that is
voted on at the Annual Meeting. The Common Stock and the Voting Preferred Stock
will vote together as a single class on all matters scheduled to be voted on at
the Annual Meeting. Neither the Common Stock nor the Voting Preferred Stock is
entitled to cumulative voting.

None of the Company's other series of preferred stock, the 6.365% Cumulative
Preferred Stock, Series F, the 6.213% Cumulative Preferred Stock, Series G, the
6.231% Cumulative Preferred Stock, Series H and the 5.864% Cumulative Preferred
Stock, Series M, have any right to vote on any of the matters that are scheduled
to be voted on at the Annual Meeting. There are no shares of the Company's 9.50%
Cumulative Preferred Stock, Series L outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the best knowledge of the Company, as of the Record Date no person
"beneficially owned" (as that term is defined by the Securities and Exchange
Commission (the "SEC")) more than 5% of the Common Stock outstanding and
entitled to vote at the Annual Meeting.

All of the Series I Preferred Stock is held of record by subsidiaries of
Berkshire Hathaway Inc.

All of the Series J Preferred Stock and the Series K Preferred Stock is held
of record by The Bank of New York ("BONY"), in its capacity as depositary (the
"Depositary"), under the Deposit Agreements (the "Deposit Agreements") dated
February 23, 1993 and February 13, 1996, respectively, among the Company, as
successor to Salomon, BONY, as successor depositary, and the holders of Series J
depositary receipts or Series K depositary receipts, as the case may be,
representing the Series J Depositary Shares and Series K Depositary Shares,
respectively .

QUORUM; VOTING PROCEDURES

The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the voting power of the Common Stock and the Voting Preferred
Stock outstanding and entitled to vote shall constitute a quorum. Pursuant to
applicable Delaware law, only votes cast "for" a matter constitute affirmative
votes. Votes "withheld" or abstaining from voting are counted for quorum
purposes, but since they are not cast "for" a particular matter, they will have
the same effect as negative votes or votes "against" a particular matter. The
votes required with respect to the items set forth in the Notice of Annual
Meeting of Stockholders are set forth in the discussion of each item herein.

Unless contrary instructions are indicated on the proxy card or in a vote
registered telephonically, all shares of Common Stock and Series I Preferred
Stock represented by valid proxies will be voted FOR all of the items listed on
the proxy card and described below, and will be voted in the discretion of the
persons designated as proxies in respect of such other business, if any, as may
properly be brought before the Annual Meeting. As of the date hereof, the Board
of Directors knows of no other business that will be presented for consideration
at the Annual Meeting other than those matters referred to herein. If you give
specific voting instructions by checking the boxes on the proxy card or by
voting telephonically, your shares of Common Stock will be voted in accordance
with such instructions.

The Depositary will mail to the record holders of the Series J Depositary
Shares and the Series K Depositary Shares as of the Record Date a notice
containing this Proxy Statement and a statement that the holders of the Series J
Depositary Shares and Series K Depositary Shares may instruct the Depositary as
to the exercise of the voting rights represented by the amount of Series J
Preferred Stock and Series K Preferred Stock, respectively, represented by their
Series J Depositary Shares and Series K Depositary Shares (including an express
indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such instructions may be given. The Depositary will
vote or cause to be voted, in accordance with the instructions received from the
holders of the Series J Depositary Shares and Series K Depositary Shares,

2
<PAGE>
the maximum number of whole shares of Series J Preferred Stock and Series K
Preferred Stock, respectively, underlying the Series J Depositary Shares or
Series K Depositary Shares, as the case may be, as to which instructions were
received. If no instructions are received from a holder of Series J Depositary
Shares or Series K Depositary Shares, the Depositary will not vote the
corresponding shares of Series J Preferred Stock or Series K Preferred Stock, as
the case may be, represented thereby.

SECURITY OWNERSHIP OF MANAGEMENT

The Company has long had broad policies to encourage stock ownership among
its directors, officers and employees to align their interests with the
interests of stockholders. The Company believes that these policies have been a
significant factor in the excellent returns achieved by stockholders since the
Company's initial public offering in 1986.

The following table sets forth, as of the Record Date, the Common Stock
ownership of each director and certain executive officers of the Company. As of
the Record Date, the directors and the executive officers of the Company as a
group (36 persons) beneficially owned 36,722,059 shares of Common Stock (or
approximately 3.2% of the total voting power of the Common Stock and Voting
Preferred Stock outstanding and entitled to vote at the Annual Meeting). The
number of shares beneficially owned by such directors and executive officers
includes an aggregate of 8,711,247 shares of Common Stock that such persons may
acquire pursuant to options exercisable within 60 days of the Record Date;
however, such shares, prior to the exercise of the options pursuant to which
they may be acquired, are not entitled to be voted at the Annual Meeting. These
amounts are based upon the Company's records of beneficial ownership by its
current officers, under the Travelers Group 1996 Stock Incentive Plan (the "1996
Incentive Plan"), the Travelers Group Stock Option Plan (the "1986 Option
Plan"), the Travelers Group 401(k) Savings Plan (the "Savings Plan"), the
Travelers Group Capital Accumulation Plan (the "CAP Plan"), the Travelers Group
Employee Incentive Plan, the Travelers Group Stock Purchase Plan, and various
compensation plans for executives of a subsidiary of Salomon Smith Barney (as
defined herein). These amounts also include beneficial ownership by executive
officers under the Salomon Equity Partnership Plan for Key Employees ("Salomon
EPP"), the Salomon Stock Incentive Plan and the Salomon Non-Qualified Stock
Option Plan of 1984, which plans were assumed by the Company in connection with
the Salomon Merger, the old Travelers 1988 Stock Incentive Plan and the old
Travelers 1982 Stock Option Plan, which plans were assumed by the Company in
connection with the merger of old Travelers with and into the Company (the
"Travelers Merger") effective December 31, 1993 and the old Primerica
Corporation Long-Term Incentive Plan, which was assumed by the Company in
connection with the merger with Primerica Corporation in 1988.

As of the Record Date, no individual director or executive officer
beneficially owned one percent or more of the Common Stock outstanding and
entitled to vote at the Annual Meeting, except Mr. Weill who beneficially owned
20,799,755 shares (1.8%) of Common Stock, including 6,020,964 shares that he had
the right to acquire pursuant to options exercisable within 60 days of the
Record Date. As of the Record Date, no individual director or executive officer
beneficially owned any shares of any series of the Company's preferred stock,
including the Voting Preferred Stock. Except as otherwise expressly stated in
the footnotes to the following table, beneficial ownership of shares means that
the beneficial owner thereof has sole voting and investment power over such
shares.

3
<PAGE>

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-------------------------------------------------
COMMON STOCK STOCK OPTIONS
BENEFICIALLY EXERCISABLE TOTAL
OWNED WITHIN 60 COMMON STOCK
EXCLUDING DAYS OF BENEFICIALLY
NAME/TITLE OPTIONS(1) RECORD DATE(2) OWNED (1)
- -------------------------------------------------------------- ----------------- -------------- --------------
<S> <C> <C> <C>
C. Michael Armstrong.......................................... 33,197 33,197
Director
Judith Arron.................................................. 1,744 1,744
Director
Kenneth J. Bialkin............................................ 468,747 468,747
Director
Steven D. Black(3)............................................ 734,172 241,779 975,951
Executive Officer
Edward H. Budd(4)............................................. 750,102 219,943 970,045
Director
Joseph A. Califano, Jr.(5).................................... 102,770 102,770
Director
Douglas D. Danforth........................................... 141,763 141,763
Director
James Dimon(6)................................................ 2,327,354 767,636 3,094,990
Director and Executive Officer
Leslie B. Disharoon (7)....................................... 243,363 243,363
Director
The Hon. Gerald R. Ford....................................... 71,598 71,598
Director
Thomas W. Jones............................................... 11,547 11,547
Director and Executive Officer
Ann Dibble Jordan............................................. 9,282 9,282
Director
Robert I. Lipp................................................ 1,765,269 352,301 2,177,570
Director and Executive Officer
Michael T. Masin.............................................. 1,594 1,594
Director
Deryck C. Maughan............................................. 573,693 573,693
Director and Executive Officer
Dudley C. Mecum(8)............................................ 134,990 134,990
Director
Andrall E. Pearson............................................ 105,342 105,342
Director
Frank J. Tasco................................................ 38,879 38,879
Director
Linda J. Wachner.............................................. 28,632 28,632
Director
Sanford I. Weill(9)........................................... 14,778,791 6,020,964 20,799,755
Director and Chief Executive Officer
Joseph R. Wright, Jr.......................................... 80,788 80,788
Director
Arthur Zankel(10)............................................. 248,970 248,970
Director
All Directors and Executive Officers as a group (36)
persons)(11)(12)............................................ 28,012,812 8,711,247 36,722,059
</TABLE>

4
<PAGE>
- ------------------------

(1) This information includes, as of the Record Date, the following shares which
are also deemed "beneficially owned": (i) the following number of shares of
Common Stock granted in payment of directors' fees to nonemployee directors
under the Company's plan, but receipt of which is deferred: Mr. Armstrong,
18,437; Ms. Arron, 1,594; Mr. Bialkin, 103,662; Mr. Budd, 21,759; Mr.
Califano, 74,462; Mr. Danforth, 91,000; Mr. Disharoon, 103,662; Mr. Jones,
945; Mr. Masin, 1,594; Mr. Mecum, 103,662; Mr. Pearson, 103,662; Mr. Tasco,
32,879; and Mr. Wright, 58,588; (ii) the following number of shares of
Common Stock issued in exchange for shares of old Travelers common stock
held under the old Travelers Deferred Compensation Plan for Non-employee
Directors, receipt of which is deferred: Mr. Armstrong, 11,811; Mr. Lipp,
2,104; and Mr. Weill, 2,816; (iii) the following number of shares of Common
Stock held (as of January 31, 1998) under the Savings Plan, as to which the
holder has voting power but not dispositive power: Mr. Black, 12,007; Mr.
Budd, 12,934; Mr. Dimon, 9,452; Mr. Jones, 63; Mr. Lipp, 15,312; Mr.
Maughan, 4,680; and Mr. Weill, 16,249; (iv) the following number of shares
of Common Stock awarded pursuant to the CAP Plan, as to which the holder may
direct the vote but which remain subject to forfeiture and restrictions on
disposition: Mr. Black, 140,085; Mr. Dimon, 172,893; Mr. Jones, 9,025; Mr.
Lipp, 54,723; and Mr. Weill, 383,940; and (v) the following number of shares
of Common Stock awarded pursuant to Salomon EPP, as to which the holder may
direct the vote but a portion of which shares remain subject to forfeiture:
Mr. Maughan, 347,065.

(2) Non-employee directors are not eligible to receive stock option grants under
the Company's plans.

(3) Includes 30,000 shares of Common Stock owned by Mr. Black's wife, as to
which Mr. Black disclaims beneficial ownership.

(4) Includes 2,107 shares of Common Stock owned by Mr. Budd's wife, as to which
Mr. Budd disclaims beneficial ownership.

(5) Includes 2,400 shares of Common Stock owned by Mr. Califano's wife and 360
shares held by Mr. Califano as custodian, as to which Mr. Califano disclaims
beneficial ownership.

(6) Includes 450,000 shares of Common Stock owned by Mr. Dimon and his wife as
tenants-in-common.

(7) Includes 4,200 shares of Common Stock owned by Mr. Disharoon's wife, as to
which Mr. Disharoon disclaims beneficial ownership.

(8) Includes 2,527 shares of Common Stock owned by Mr. Mecum's wife, as to which
Mr. Mecum disclaims beneficial ownership.

(9) Includes 300 shares of Common Stock owned by Mr. Weill's wife, as to which
Mr. Weill disclaims beneficial ownership.

(10) Includes 600 shares of Common Stock held by a trust of which Mr. Zankel is
a trustee, as to which Mr. Zankel disclaims beneficial ownership.

(11) This information also includes as "beneficially owned" (i) an aggregate of
119,835 shares of Common Stock held under the Savings Plan of the Company,
as to which the respective holders have voting power but not dispositive
power, (ii) an aggregate of 1,256,242 shares of Common Stock awarded under
the CAP Plan, as to which the respective holders may direct the vote but
which shares remain subject to forfeiture and restrictions on disposition,
(iii) an aggregate of 347,065 shares of Common Stock awarded under Salomon
EPP, as to which the holder may direct the vote but a portion of which
shares remain subject to forfeiture, (iv) an aggregate of 44,135 shares of
Common Stock as to which the holders disclaim beneficial ownership and (v)
an aggregate of 531,082 shares of Common Stock held by certain holders with
family members as tenants-in-common.

(12) The Board of Directors of the Company has determined that the senior
executives of the Company and its subsidiaries who comprise the Company's
Planning Group as identified in the Company's Annual Report (the "Planning
Group") are "executive officers" of the Company, notwithstanding that
certain members of the Company's Planning Group are executive officers of
subsidiaries of the Company.

------------------------

5
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities ("Section 16(a) Persons"), to file reports of ownership and changes
in ownership with the SEC and the New York Stock Exchange, Inc. (the "NYSE"),
and to furnish the Company with copies of all such forms they file. Based solely
on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that,
during the year ended December 31, 1997, each of its officers, directors and
greater than ten percent stockholders complied with all such applicable filing
requirements.

ITEM 1:
ELECTION OF DIRECTORS

The Board has set the number of directors at 19. The terms of all of the
directors currently serving on the Board expire at the Annual Meeting. All of
the directors currently serving on the Board have been nominated by the Board of
Directors for re-election to one-year terms at the Annual Meeting, other than
Messrs. Budd and Danforth who have indicated to the Company their decision to
retire from the Board and not stand for re-election.

Each nominee elected will hold office until the Annual Meeting of
Stockholders to be held in 1999 and until a successor has been duly elected and
qualified, unless prior to such meeting a director shall resign, or his or her
directorship shall become vacant due to his or her death or removal.

The following information with respect to the principal occupation and
business experience and other affiliations of the directors during the past five
years has been furnished to the Company by the directors. All ages are given as
of the Record Date. Directors' terms as stated below include periods of Board
membership with Commercial Credit Company ("CCC"), a predecessor corporation of
the Company.

The mandatory retirement age for all members of the Board of Directors other
than the Honorable Gerald R. Ford is 75.

The following nineteen individuals have been nominated for election at the
Annual Meeting for a term ending 1999:

<TABLE>
<S> <C>
[photo] C. MICHAEL ARMSTRONG

Mr. Armstrong, 59, has been a director of the Company since
1993. He is the Chairman and Chief Executive Officer of AT&T Corp.
He was, until November 1997, Chairman and Chief Executive Officer of
Hughes Electronic Corporation, a designer and manufacturer of
advanced electronic systems for automotive, defense, space
communications and industrial applications, located in Los Angeles,
California. Mr. Armstrong was previously an officer of International
Business Machines Corporation ("IBM") where he was a member of IBM's
Management Committee and Chairman of IBM World Trade Corporation. He
is a member of the Board of Trustees of Johns Hopkins University and
is a member of the advisory board of the Yale School of Management.
Mr. Armstrong is Chairman of the President's Export Council, a
member of the Council on Foreign Relations, the National Security
Telecommunications Advisory Committee and the Defense Policy
Advisory Committee on Trade. Mr. Armstrong is a member of the
Supervisory Board of the Thyssen-Bornemisza Group.
</TABLE>

6
<PAGE>
<TABLE>
<S> <C>
[photo] JUDITH ARRON

Ms. Arron, 55, has been a director of the Company since April
1997. She is the Executive Director and Artistic Director of the
Carnegie Hall Corporation. Ms. Arron was previously the Manager of
the Cincinnati Symphony Orchestra and Cincinnati May Festival. Ms.
Arron is Chairman of the National Advisory Board for the Bone Marrow
Transplant Program at the University of Colorado Health Sciences
Center in Denver. A member of the European Concert Halls
Organization, Ms. Arron has also served on the board of the
International Society of Performing Arts Administrators and is
currently a board member of the American Symphony Orchestra League.
She also serves on advisory committees for the Music for Life Aids
Benefits in New York, the Seaver Conducting Awards, the School for
Strings, the Brooke Russell Astor Awards for the New York Public
Library and the Knight Foundation Symphony Orchestra Advisory
Committee.

[photo] KENNETH J. BIALKIN

Mr. Bialkin, 68, has been a director of the Company since 1986.
Mr. Bialkin has been a director of Travelers Property Casualty Corp.
(formerly known as Travelers/Aetna Property Casualty Corp.) ("TAP"),
an 83.4% owned subsidiary of the Company, since 1996. He has been
for more than five years a partner in the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP, which performs legal services for the
Company from time to time. Mr. Bialkin is also a director of The
Municipal Assistance Corporation for the City of New York, Oshap
Technologies, Ltd., Tecnomatix Technologies Ltd. and Sapiens
International Corporation N.V.

[photo] JOSEPH A. CALIFANO, JR.

Mr. Califano, 66, has been a director of the Company since 1988.
He is Chairman and President of The National Center on Addiction and
Substance Abuse at Columbia University, an independent
not-for-profit organization established to combat all forms of
substance abuse. From 1983 to 1992, he was a Senior Partner at the
law firm of Dewey Ballantine LLP, which performs legal services for
the Company from time to time. He is a director of Authentic Fitness
Corporation, Automatic Data Processing, Inc., Chrysler Corporation,
HealthPlan Services Inc., Kmart Corporation and Warnaco Inc., and a
trustee of the American Ditchley Foundation, New York University and
The Twentieth Century Fund. He is Founding Chairman of the Institute
for Social and Economic Policy in the Middle East at the Kennedy
School of Government at Harvard University, a Governor of The New
York and Presbyterian Hospital, and a member of the Institute of
Medicine of the National Academy of Sciences. Mr. Califano served as
Secretary of the United States Department of Health, Education, and
Welfare from 1977 to 1979. He was Special Assistant for Domestic
Affairs to the President of the United States from 1965 to 1969, and
held various positions in the United States Department of Defense
from 1961 to 1965. He is the author of nine books.
</TABLE>

7
<PAGE>
<TABLE>
<S> <C>
[photo] JAMES DIMON

Mr. Dimon, 41, has been a director of the Company since
September 1991. He is President and Chief Operating Officer of the
Company. He is also Co-Chairman of the Board and Co-Chief Executive
Officer of each of Smith Barney Inc. ("Smith Barney") and Salomon
Brothers Inc ("Salomon Brothers"), the Company's major investment
banking and securities brokerage subsidiaries. He is also the
Co-Chief Executive Officer and Co-Chairman of the Board of Salomon
Smith Barney Holdings Inc. ("Salomon Smith Barney"), the immediate
parent company of Smith Barney and Salomon Brothers. Mr. Dimon has
been a director of TAP since 1996. From May 1988 to June 1995 he was
Chief Financial Officer of the Company. He was, from May 1988 to
September 1991, Executive Vice President of the Company. Mr. Dimon
was Chief Operating Officer of Smith Barney until January 1996 and
was Senior Executive Vice President and Chief Administrative Officer
of Smith Barney from 1990 to 1991. From March 1994 to January 1996
he was Chief Operating Officer of the predecessor to Salomon Smith
Barney. From 1986 to 1988, Mr. Dimon was Senior Vice President and
Chief Financial Officer of CCC, the Company's predecessor. From 1982
to 1985, he was a Vice President of American Express Company and
Assistant to the President, Sanford I. Weill. Mr. Dimon is a trustee
of New York University Medical Center and a director of the Center
on Addiction and Substance Abuse, the National Association of
Securities Dealers, Inc. and Tricon Global Restaurants, Inc. and a
member of the Nominating Committee of the New York Stock Exchange,
Inc.

[photo] LESLIE B. DISHAROON

Mr. Disharoon, 65, has been a director of the Company since
1986. He was Chairman of the Board, President and Chief Executive
Officer of Monumental Corporation (an insurance holding company)
from 1978 to 1988. He is Chairman of the Board of The John Hopkins
Health System Endowment, a director of Aegon USA, Inc., GRC
International Inc. and M.S.D. & T. Funds, Inc., and President of the
Caves Valley Club Inc.

[photo] THE HONORABLE GERALD R. FORD

The Honorable Gerald R. Ford, 84, has been a director or an
honorary director of the Company since 1986. Mr. Ford was President
of the United States from August 1974 through January 1977, having
served as Vice President of the United States from December 1973
through August 1974. He is a lecturer and business consultant to
several corporations. He is an advisor and consultant to Texas
Commerce Bankshares, Inc. and an advisor to American Express
Company.
</TABLE>

8
<PAGE>
<TABLE>
<S> <C>
[photo] THOMAS W. JONES

Mr. Jones, 48, has been a director of the Company since April
1997, and is a Vice Chairman of the Company. He was, from January
1995 until August 1997, Vice Chairman and a director of the Teachers
Insurance and Annuity Association--College Retirement Equities Fund
("TIAA-CREF"). From January 1993 to August 1997 he was President and
Chief Operating Officer of TIAA-CREF. From 1989 to 1993, Mr. Jones
was Executive Vice President and Chief Financial Officer of
TIAA-CREF. Mr. Jones is a director of Freddie Mac (Federal Home Loan
Mortgage Corp.) and Thomas & Betts Corporation and director and
Deputy Chairman of the Federal Reserve Bank of New York. He is a
trustee of Cornell University, Brookings Institution and Educational
Broadcasting Corporation (Thirteen/WNET).

[photo] ANN DIBBLE JORDAN

Ms. Jordan, 63, has been a director of the Company since 1989.
She is a consultant and serves on the Boards of Directors of Johnson
& Johnson Corporation, Hechinger Company, the National Symphony
Orchestra, The Phillips Gallery, Child Welfare League, Automatic
Data Processing, Inc. and the Salant Corp. She was formerly the
Director of the Department of Social Services for the University of
Chicago Medical Center from 1986 to 1987, and was also Field Work
Associate Professor at the School of Social Service Administration
of the University of Chicago from 1970 to 1987. She served as the
Director of Social Services of Chicago Lying-in Hospital from 1970
to 1985.

[photo] ROBERT I. LIPP

Mr. Lipp, 59, has been a director of the Company since 1991, and
is a Vice Chairman of the Company. Mr. Lipp has been the Chairman of
the Board, Chief Executive Officer and President of TAP since
January 1996. Mr. Lipp has been the Chairman of the Board and Chief
Executive Officer of The Travelers Insurance Group Inc. since
December 1993. From 1991 to 1993, he was Chairman and Chief
Executive Officer of CCC, a wholly owned subsidiary of the Company.
From April 1986 through September 1991, he was an Executive Vice
President of the Company and its corporate predecessor. Prior to
joining the Company in 1986, he was a President and a director of
Chemical New York Corporation and Chemical Bank where he held senior
executive positions for more than five years prior thereto. Mr. Lipp
is a director of The New York City Ballet, the Wadsworth Atheneum
and the Massachusetts Museum of Contemporary Art and Chairman of
Dance-On Inc., a private foundation.
</TABLE>

9
<PAGE>
<TABLE>
<S> <C>
[photo] MICHAEL T. MASIN

Mr. Masin, 53, has been a director of the Company since April
1997. He is Vice Chairman and President International and a Director
of GTE Corporation. From 1976 to 1993, Mr. Masin was a partner in
the law firm of O'Melveny and Myers. Mr. Masin is a Director of
Compania Nacional Telefonos de Venezuela and BC Telecom, Inc. Mr.
Masin is a member of the Board of Trustees of Carnegie Hall, the
Keck Foundation and the China-American Society. He is a member of
the Business Committee of the Board of Trustees of the Museum of
Modern Art, a member of the Dean's Council of Dartmouth College, and
a member of the Private Sector Advisory Council of the
Inter-American Development Bank.

[photo] DERYCK C. MAUGHAN

Mr. Maughan, 50, has been a director of the Company since
December 1997. He is a Vice Chairman of the Company. He is
Co-Chairman of the Board, Co-Chief Executive Officer and a member of
the executive committee of each of Smith Barney and Salomon
Brothers. He is also the Co-Chief Executive Officer and Co-Chairman
of Salomon Smith Barney. He was, until the consummation of the
Salomon Merger in November 1997, Chairman and Chief Executive
Officer of Salomon Brothers and an Executive Vice President of
Salomon.

[photo] DUDLEY C. MECUM

Mr. Mecum, 63, has been a director of the Company since 1986.
Mr. Mecum has been a director of TAP since 1996. Since July 1997,
Mr. Mecum has been a Managing Director of Capricorn Holdings, LLC, a
firm specializing in the leveraged acquisition of various
businesses. From August 1989 to December 1996, Mr. Mecum was a
Partner in the firm of G.L. Ohrstrom & Co. (a merchant banking
firm). Mr. Mecum was Managing Partner of the New York office of Peat
Marwick Mitchell & Co. (now KPMG Peat Marwick LLP) from 1979 to
1985. Mr. Mecum is a director of Fingerhut Companies, Inc., Dyncorp,
Vicorp Restaurants, Inc., Lyondell Petrochemical Corp., the Metris
Companies, Inc. and Suburban Propane Partners, MLP.
</TABLE>

10
<PAGE>
<TABLE>
<S> <C>
[photo] ANDRALL E. PEARSON

Mr. Pearson, 72, has been a director of the Company since 1986.
He is Chairman and Chief Executive Officer of Tricon Global
Restaurants, Inc. He has been a Professor at the Harvard Business
School since 1985. He was President of Pepsico, Inc. from 1970 to
1984. He is a director of The May Department Stores Company and
Lexmark Inc. Mr. Pearson was until 1997 a general partner of
Clayton, Dubilier & Rice, Inc., a private investment firm and the
Chairman of the Board and a director of Alliant Foodservice Inc. and
a director of KINKO's Inc., each of which is owned by Clayton,
Dubilier & Rice, Inc.

[photo] FRANK J. TASCO

Mr. Tasco, 70, has been a director of the Company since 1992.
Mr. Tasco has been a director of TAP since 1996. Mr. Tasco is the
retired Chairman of the Board and Chief Executive Officer and is
currently a director of Marsh & McLennan Companies, Inc. and Mid
Ocean Reinsurance Company Ltd. Mr. Tasco is Chairman of the Board of
Angram Inc. He was a member of President Bush's Drug Advisory
Council and was founder and is at present Chairman of New York Drugs
Don't Work. Mr. Tasco is a director of Phoenix House Foundation and
St. Francis Hospital, Roslyn, New York. He is Chairman of the
Catholic Health Council of the Archdiocese of Rockville Centre. He
is a member of the Council on Foreign Relations, the Lincoln Center
Consolidated Corporate Fund Leadership Committee, the Foreign Policy
Association, a trustee of New York University and a trustee of the
Inner-City Scholarship Fund.

[photo] LINDA J. WACHNER

Mrs. Wachner, 52, has been a director of the Company since 1991.
She is Chairman, President and Chief Executive Officer of the
Warnaco Group, Inc. and of Warnaco Inc., a Fortune 1000 apparel
company, and Chairman and Chief Executive Officer of Authentic
Fitness Corporation, an activewear manufacturer. Mrs. Wachner is
also a director of the American Apparel Manufacturers Association
and the New York City Partnership. She currently serves on the
Policy Committee of The Business Roundtable, the Board of Trustees
of The Aspen Institute, Carnegie Hall and Educational Broadcasting
Corporation (Thirteen/WNET), and the Board of Overseers of Memorial
Sloan-Kettering Cancer Center. In 1994, Mrs. Wachner was reappointed
by President Clinton to the Advisory Committee for Trade Policy
Negotiations, on which she also served under President Bush and
President Reagan. She is a member of the Council on Foreign
Relations.
</TABLE>

11
<PAGE>
<TABLE>
<S> <C>
[photo] SANFORD I. WEILL

Mr. Weill, 64, has been a director of the Company since 1986. He
has been Chairman of the Board and Chief Executive Officer of the
Company and its predecessor, CCC, since 1986; he was also its
President from 1986 until 1991. He was President of American Express
Company from 1983 to 1985; Chairman of the Board and Chief Executive
Officer of American Express Insurance Services, Inc. from 1984 to
1985; Chairman of the Board and Chief Executive Officer, or a
principal executive officer, of Shearson Lehman Brothers Inc. from
1965 to 1984; Chairman of the Board of Shearson Lehman Brothers
Holdings Inc. from 1984 to 1985; and a founding partner of
Shearson's predecessor partnership from 1960 to 1965. Mr. Weill has
been a director of TAP since 1996. Mr. Weill's son, Marc P. Weill,
is a Senior Vice President and an executive officer of the Company.
Mr. Weill is a member of the Business Roundtable and the Business
Council. Mr. Weill is Chairman of the Board of Trustees of Carnegie
Hall, and a director of the Baltimore Symphony Orchestra. Mr. Weill
is a member of the Board of Governors of New York Hospital, Chairman
of the Board of Overseers of Cornell University Medical College and
a member of the Joint Board of New York Hospital-- Cornell
University Medical College. He is on the Board of Overseers of
Memorial Sloan-Kettering Cancer Center and is a Director of The New
York and Presbyterian Hospitals Care Network, Inc. He is a member of
Cornell University's Johnson Graduate School of Management Advisory
Board and a Board of Trustees Fellow Emeritus of Cornell University.
Mr. Weill is Chairman of the National Academy Foundation whose
member programs include the Academy of Finance, the Academy of
Travel and Tourism and the Academy of Public Service. Mr. Weill is a
member of the United States Treasury Department's Working Group on
Child Care.

[photo] JOSEPH R. WRIGHT, JR.

Mr. Wright, 59, has been a director of the Company since 1990.
Mr. Wright is Chairman and Chief Executive Officer of AmTec, Inc.,
focusing on developing and financing communications projects in the
People's Republic of China. He also serves as Chairman of GRC
International, Inc., a leading government and private sector
research firm, Co-Chairman of Baker & Taylor Holdings, Inc., an
international book and video distribution company and as Vice
Chairman of The Jefferson Group, a consulting firm in Washington,
D.C. From 1989 to 1993, he was Executive Vice President and Vice
Chairman of W.R. Grace & Co., an international specialty chemicals
company and President of Grace Energy Company, an international
energy services company. He currently serves on the Board of
Directors of GRC International, Inc., Baker & Taylor Holdings, Inc.,
PanAmSat Corporation, and the advisory board of Barington Capital
Group and Great Lakes Pulp and Fiber Corporation, and is a trustee
of Hampton University. He was Deputy Director and Director of the
United States Office of Management and Budget from 1982 to 1989, a
member of President Reagan's Cabinet from 1988 to 1989, and Deputy
Secretary of Commerce from 1981 to 1982. Prior to that, Mr. Wright
was president of two Citicorp retail credit card subsidiaries and a
partner of Booz, Allen & Hamilton. He received the President's
"Citizenship Award" in 1989.
</TABLE>

12
<PAGE>
<TABLE>
<S> <C>
[photo] ARTHUR ZANKEL

Mr. Zankel, 66, has been a director of the Company since 1986.
Mr. Zankel has been a director of TAP since 1996. He has been a
General Partner of First Manhattan Co. (an investment management
firm) since 1965 and was Co-Managing Partner from 1979 to 1997. He
is also a director of Vicorp Restaurants, Inc. and Fund American
Enterprises Holdings, Inc. and a trustee of Skidmore College,
Carnegie Hall, New York Foundation and UJA-Federation.
</TABLE>

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met eight times during 1997. Each director attended
at least 75 percent of the meetings of the Board of Directors and Board
Committees of which he or she was a member during 1997.

COMMITTEES OF THE BOARD OF DIRECTORS

The following are the current members and functions of the standing
committees of the Board of Directors.

EXECUTIVE COMMITTEE. The members of the Committee are Messrs. Budd
(Chairman), Bialkin, Weill, Wright, and Zankel. The Committee meets in place of
the full Board of Directors when scheduling makes it difficult to convene all of
the directors or when issues arise requiring immediate attention. The Committee
met four times during 1997.

AUDIT COMMITTEE. The members of the Committee are Messrs. Mecum (Chairman),
Armstrong, Califano, Danforth, Disharoon, Tasco and Wright and Ms. Arron. The
primary functions of the Committee, composed entirely of nonmanagement
directors, are to pass upon the scope of the independent certified public
accountants' examination, to review with the independent certified public
accountants and the Company's principal financial and accounting officers the
audited financial statements and matters that arise in connection with the
examination, to review the Company's accounting policies and the adequacy of the
Company's internal accounting controls, and to review and approve the
independence of the independent certified public accountants. The Committee met
six times during 1997.

NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE. The members
of the Committee are Messrs. Zankel (Chairman), Bialkin, Ford, Masin and
Pearson, Ms. Jordan and Mrs. Wachner. From time to time, the Committee acts as a
nominating committee in recommending candidates to the Board as nominees for
election at the Annual Meeting of Stockholders or to fill such Board vacancies
as may occur during the year. The Committee will consider candidates suggested
by directors or stockholders. Nominations from stockholders, properly submitted
in writing to the Secretary of the Company, will be referred to the Committee
for consideration. The Committee represents the full Board of Directors in
matters relating to the compensation of Company officers and, from time to time,
recommends to the full Board of Directors appropriate methods and rates of
director compensation. It also administers the Company's 1996 Incentive Plan,
the Company's 1986 Option Plan, the Company's CAP Plan, Salomon EPP, those
option plans of Salomon assumed by the Company in connection with the Salomon
Merger and those option plans of old Travelers assumed by the Company in
connection with the Travelers Merger. A subcommittee of the Committee, comprised
of "outside directors" (as such term is used in Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code")) who are also "Non-Employee
Directors" (as such term is defined in Rule 16b-3 of the Exchange Act) has the
exclusive authority to grant options to Section 16(a) Persons and Covered
Employees (as hereinafter defined) under the Company's 1986 Option Plan

13
<PAGE>
and the 1996 Incentive Plan and to administer certain other elements of the 1996
Incentive Plan covered by Section 162(m) and to administer the Travelers Group
Executive Performance Compensation Plan (the "Compensation Plan") approved by
stockholders at the 1994 Annual Meeting. The subcommittee also is responsible
for determining whether the performance goals under the Compensation Plan have
been met. The Committee also is responsible for the periodic assessment of the
performance of the Board of Directors and the evaluation of corporate governance
principles applicable to the Board of Directors. The Committee met eight times
during 1997. References herein to the Committee shall be deemed to be references
to the subcommittee in all cases where Section 162(m) of the Code or Section 16
of the Exchange Act would require that action be taken by the subcommittee
rather than the full Committee.

ETHICS AND PUBLIC AFFAIRS COMMITTEE. The members of the Committee are
Messrs. Bialkin (Chairman), Budd, Califano, Ford, Masin, Mecum and Wright, and
Ms. Arron and Ms. Jordan. The Committee reviews and approves the Company's
compliance programs, relationships with external constituencies and public
activities. The Committee met three times during 1997.

FINANCE COMMITTEE. The members of the Committee are Messrs. Dimon
(Chairman), Armstrong, Danforth, Disharoon, Jones, Pearson, Tasco and Zankel,
and Mrs. Wachner. The Committee reviews issues relating to funding requirements,
significant investments, complex financial instruments and credit rating issues
which arise in the Company's operations. The Committee met three times during
1997.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
---
EACH OF THE NOMINEES AS A DIRECTOR OF THE COMPANY. Assuming the presence of a
quorum, directors shall be elected by a plurality of the votes cast at the
Annual Meeting by holders of Common Stock and Voting Preferred Stock, voting as
a single class, for the election of directors. Under applicable Delaware law, in
tabulating the vote, broker nonvotes will not be considered present at the
Annual Meeting and will have no effect on the vote.

14
<PAGE>
EXECUTIVE COMPENSATION

RESPONSIBILITIES OF THE NOMINATIONS, COMPENSATION AND
CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

The Nominations, Compensation and Corporate Governance Committee (or a
subcommittee thereof) considers from time to time candidates for election to the
Company's Board of Directors, establishes the compensation of the Chief
Executive Officer and reviews the compensation of all other executives and
evaluates the efforts of the Company and of the Board of Directors to maintain
effective corporate governance practices.

No member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries. With regard to its consideration of
compensation for certain executives, the Committee utilizes the assistance of an
independent compensation consulting firm.

REPORT OF THE NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE
COMMITTEE ON EXECUTIVE COMPENSATION

STATEMENT OF PHILOSOPHY. The Company seeks to attract and retain highly
qualified employees at all levels, including particularly executives whose
performance is critical to the Company's success. In order to accomplish this,
the Company is willing to provide superior compensation for superior
performance. Such performance is generally measured on the performance of the
Company as a whole, or on the performance of a business unit, or using both
criteria, as the nature of an executive's responsibilities may dictate, and by
the extent to which such performance reflects the corporate values integral to
the Company's overall success. The Committee considers and gives weight to both
qualitative and quantitative factors, including such factors as earnings,
earnings per share, return on equity and return on assets and considers a full
range of performance criteria for all senior executives, including those senior
executives covered by the Compensation Plan, together with contributions to
financial results, productivity, initiative, risk containment, adherence to
corporate values and contributions to both operating unit or divisional strategy
and Company-wide strategy. In conducting such review, the Committee has
generally examined changes in the Company's financial results over time, both
overall and on a unit basis, as well as similar data for comparable companies,
to the extent publicly available.

STOCK OWNERSHIP COMMITMENT. Since the Company's founding in 1986, it has
been the Company's policy to strongly encourage stock ownership by the Company's
directors and senior management. This policy closely aligns the interests of
management with those of the shareholders. This policy takes a number of forms,
including the following:

- all director fees are paid in Company stock

- a broad group of employees, including all members of senior management,
are required to take a significant portion of annual bonus in the form of
forfeitable, restricted Company stock

- more than 14,000 employees have received discretionary stock option grants
(which are never re-priced)

- virtually all employees (other than members of the Planning Group) receive
annual grants of stock options (which are never re-priced) under the
Company's WealthBuilder program.

In a spirit of commitment perhaps unique in corporate America, all members
of the Board of Directors and the members of the Planning Group have committed
not to dispose of any Company stock held by them so long as they remain
directors or members of the Planning Group, except for gifts to charity, certain
limited estate planning transactions involving family members and transactions
with the Company in connection with participation in stock option and restricted
stock plans (the "Stock Ownership Commitment").

15
<PAGE>
The Committee believes that its long-term commitment to employee stock
ownership has played a significant part in the Company's success in creating
value for its stockholders.

EXECUTIVE PERFORMANCE COMPENSATION PLAN. The Compensation Plan, approved by
stockholders in 1994, establishes certain performance criteria for determining
the maximum amount of bonus compensation available for the five executives named
in the Summary Compensation Table in the Company's Proxy Statement (the "Covered
Employees"). The Compensation Plan is administered by the Committee which
determines whether the performance goals under the Compensation Plan have been
met.

The creation of any bonus pool for Covered Employees is contingent upon the
Company achieving at least a 10% Return on Equity, as defined in the
Compensation Plan. The amount of the bonus pool is calculated based upon the
extent to which the Return on Equity exceeds the 10% minimum threshold.

The Compensation Plan establishes that up to 25.2% of any bonus pool
established will be available for bonus awards to the chief executive officer
and up to 18.7% will be available to each of the other four eligible
participants. The Committee nevertheless retains discretion to reduce or
eliminate payments under the Compensation Plan to take into account subjective
factors, including an individual's performance or other relevant criteria.

COMPONENTS OF COMPENSATION. Compensation of executive officers consists of
base salary, discretionary bonus awards, a significant portion of which is
forfeitable restricted stock, and stock option awards. Examination of
competitors' pay practices in this area is conducted periodically to ensure that
the Company's compensation policies will enable it to attract new talent and
retain current valuable employees.

Bonuses are discretionary, subject to certain maximum amounts specified by
the Compensation Plan and are generally a substantial part of total compensation
of Company executives. Because a percentage of executive compensation is awarded
in the form of forfeitable, restricted stock, bonus awards are not only a
short-term cash reward but also a long-term incentive related directly to the
enhancement of stockholder value. The restricted period applicable to awards to
executives is three years in furtherance of the long-term nature of such
compensation. As Mr. Lipp is a Covered Employee under both the Company's
Compensation Plan and the Travelers Property Casualty Corp. Executive
Performance Compensation Plan, the determination of whether he is entitled to
bonus compensation is made under both Plans for services rendered to the Company
and its subsidiaries (other than TAP and its subsidiaries) and to TAP and its
subsidiaries. Provided that the criteria are met for the creation of a bonus
pool under both Plans, Mr. Lipp may receive discretionary bonus compensation in
an amount that does not exceed the lesser of the maximum amount available to him
under either Plan. Mr. Lipp does not receive separate bonuses under both Plans.

The Company also takes all reasonable steps to obtain the fullest possible
corporate tax deduction for compensation paid to its executives by qualifying
under Section 162(m) of the Code.

1997 COMPENSATION. The Committee believes that 1997 was a year of
outstanding accomplishments for the Company, including the following:

- continued strong internal growth, resulting in record operating earnings

- the successful negotiation and completion of two major strategic
acquisitions. Salomon Inc was acquired and combined with Smith Barney
Holdings Inc. in November 1997 and Security Pacific Financial was acquired
and combined with CCC in July 1997.

Mr. Weill provided the leadership for these achievements and was compensated
as shown in the Summary Compensation Table below. Mr. Weill received no
discretionary stock option grants in 1997 and has received no such stock option
grants since the Company's initial public offering in 1986.

16
<PAGE>
Under the Compensation Plan, approved by stockholders in 1994, the maximum
bonus pool for 1997 for the Chief Executive Officer and the four other most
highly compensated executives of the Company was approximately $68.4 million.
The amounts awarded to such persons is set forth in the Summary Compensation
Table below and total approximately $26.7 million. Mr. Maughan's bonus
compensation of $5,749,978 was awarded under the Salomon Inc Executive Officer
Performance Bonus Plan.

THE NOMINATIONS, COMPENSATION
AND CORPORATE GOVERNANCE COMMITTEE:

<TABLE>
<S> <C>
ARTHUR ZANKEL (Chairman) MICHAEL T. MASIN
KENNETH J. BIALKIN ANDRALL E. PEARSON
THE HONORABLE GERALD R. FORD LINDA A. WACHNER
ANN DIBBLE JORDAN
</TABLE>

NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

The persons named above under the caption "Election of Directors--Committees
of the Board of Directors--Nominations, Compensation and Corporate Governance
Committee" were the only members of such committee during 1997, other than
Robert Daniell who retired from the Board of Directors on August 1, 1997. Mr.
Bialkin, a member of the Committee, is a partner in the law firm of Skadden,
Arps, Slate, Meagher & Flom LLP, which performs legal services for the Company
and its subsidiaries from time to time.

Mr. Bialkin does not serve as a member of the subcommittee of the
Nominations, Compensation and Corporate Governance Committee that administers
the Compensation Plan, grants awards to Section 16(a) Persons under the CAP
Plan, granted options to Section 16(a) Persons under the 1986 Option Plan and
grants options to Section 16(a) Persons under the 1996 Incentive Plan.

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth compensation paid by the
Company and its subsidiaries to the Chief Executive Officer and the four other
most highly compensated executive officers for services rendered to the Company
and its subsidiaries in all capacities during each of the fiscal years ended
December 31, 1997, 1996 and 1995. The format of this table has been established
by the SEC. All share numbers in the column entitled "Securities Underlying
Stock Options (number of shares)" and in the footnotes to the table have been
restated to the extent necessary to give effect to the two stock dividends
declared and paid during 1996 and the stock dividend paid during 1997.

17
<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------------------------- ------------------------------------------
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION AWARDS (NUMBER OF COMPENSATION
AT 12/31/97 YEAR SALARY($) BONUS($) ($)(A) ($)(B) SHARES)(C) ($)(D)
- ------------------------------- --------- ------------ ------------ ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>

Sanford I. Weill............... 1997 $ 1,025,000 $ 6,168,034 $ 260,269 $ 3,109,288 12,044,127 $ 1,404
Chairman of the Board and 1996 1,025,000 5,053,786 250,921 2,594,952 10,445,242 2,404
Chief Executive Officer 1995 1,025,000 4,303,750 277,781 2,261,608 8,263,212 2,448

James Dimon.................... 1997 650,000 4,599,750 5,653 2,200,286 2,747,116 204
President and Chief Operating 1996 650,000 3,845,643 5,333 1,872,476 1,812,939 1,204
Officer 1995 650,000 2,904,875 4,889 1,460,153 1,310,100 1,142

Deryck C. Maughan(E)(F)........ 1997 825,000 3,875,000 0 2,874,611 900,000 0
Vice Chairman

Steven D. Black................ 1997 293,750 4,268,438 5,653 1,908,743 476,682 0
Vice Chairman 1996 225,000 3,378,785 5,333 1,494,954 419,914 1,000
Salomon Smith Barney 1995 225,000 2,637,117 5,333 1,150,452 371,778 1,000
Holdings Inc.

Robert I. Lipp (G)(H).......... 1997 600,000 2,985,003 145,347 1,486,662 1,052,042 900
Vice Chairman 1996 600,000 2,685,022 5,333 1,353,301 1,067,181 1,900
1995 600,000 2,160,000 5,333 1,119,997 735,429 1,962
</TABLE>

- ------------------------

(A) Except as set forth in this column, none of the executive officers received
other annual compensation during 1997 required to be set forth in this
column. The aggregate amount set forth for Mr. Weill for 1997 includes
$58,620 for use of Company transportation and for Mr. Lipp includes $39,153
for housing expenses while away from home and $30,851.84 for use of Company
transportation.

(B) Restricted stock awards are made under the Company's CAP Plan, other than
those made to Mr. Lipp for 1997, which were made under the TAP Capital
Accumulation Plan ("TAP CAP") and to Mr. Maughan for 1997 which were made
under Salomon EPP. The CAP Plan provides for payment, mandatory as to senior
executives and certain others within the Company and certain of its
subsidiaries, of a portion of compensation in the form of awards of
restricted stock discounted (currently 25%) from market value in order to
reflect the impact of the restrictions on the value of the restricted stock
as well as the possibility of forfeiture of restricted stock. Under the
current award formula in effect under the CAP Plan for corporate executives,
the following percentages of annual compensation are payable in the form of
shares of restricted stock:

<TABLE>
<CAPTION>
ANNUAL COMPENSATION % IN RESTRICTED STOCK
- ---------------------- -------------------------
<S> <C>
Up to $200,000 10%
$200,001 to $400,000 15%
$400,001 to $600,000 20%
Amounts over $600,000 25%
</TABLE>

Annual compensation generally consists of salary and incentive awards. The
recipient of restricted stock is not permitted to sell or otherwise dispose
of such stock (except by will or the laws of descent and distribution) for a
period of three years from the date of award (or (i) for such other period
as

18
<PAGE>
may be determined to be applicable to various classes of participants in the
sole discretion of the Nominations, Compensation and Corporate Governance
Committee or (ii) for additional one year periods if the participant elected
to defer vesting and thereby extend the restricted period). Upon expiration
of the applicable restricted period, and assuming the recipient's continued
employment with the Company, the shares of restricted stock become fully
vested and freely transferable, subject to the Stock Ownership Commitment.
From the date of award, the recipient may vote the restricted stock and
receives dividends or dividend equivalents on the shares of restricted stock
at the same rate as dividends are paid on all outstanding shares of Common
Stock. As of December 31, 1997, including the awards made in January 1998 in
respect of 1997, but excluding awards vesting in January 1998, the total
holdings of restricted stock under the CAP Plan and the market value at such
date of such shares for each of the persons in the Summary Compensation
Table were as follows: Mr. Weill: 383,940 shares ($20,684,767.50); Mr.
Dimon: 172,893 shares ($9,314,610.38); Mr. Black: 140,085 shares
($7,547,079.38) and Mr. Lipp: 54,723 shares ($2,948,201.63). The year-end
market price was $53.875 per share.

(C) Mr. Weill has not received any new option grants since the Company's initial
public offering except for reload options. The grant of reload options does
not change Mr. Weill's net equity position.

(D) Includes supplemental life insurance paid by the Company.

(E) Deryck Maughan became an officer and director of the Company in December
1997 following the Salomon Merger. As the Salomon Merger was accounted for
as a pooling of interests, the information set forth in this Proxy Statement
for the fiscal year ended December 31, 1997 with respect to compensation
assumes Mr. Maughan's employment by the Company for the full year.

(F) Mr. Maughan received an award of 53,172 shares of restricted Common Stock
under Salomon EPP. Awards under Salomon EPP represent an unfunded, unsecured
promise of the Company. Awards made prior to 1996 are generally distributed
to participants five years after the date of grant, subject to acceleration
in some circumstances and further deferral or forfeiture in others. Awards
made in 1996 and thereafter are generally distributable to participants
three years after the date of grant, subject to acceleration in some
circumstances and further deferral or forfeiture in others. Salomon EPP
incorporates a dividend reinvestment structure, pursuant to which the
Company contributes an additional 17.65% of any dividend in order to effect
a 15% discount on all dividend reinvestments with respect to awards made
prior to 1996. Salomon EPP does not provide a discount for dividend
reinvestments with respect to awards made in 1996 and thereafter.
Participants' accounts in Salomon EPP are held in a grantor trust. As of
December 31, 1997, the total holdings of Common Stock under Salomon EPP and
the market value at such date of such shares for Mr. Maughan were 347,065
shares ($18,698,126.88). The year-end market price of Common Stock was
$53.875 per share.

(G) It is estimated that approximately 80% of such amounts payable to Mr. Lipp
reflect compensation for services provided to TAP and approximately 20% of
such amounts reflect compensation for services rendered to the Company and
its affiliates (other than TAP and its subsidiaries).

(H) Mr. Lipp is a Covered Employee under the Compensation Plan. The bonus
compensation Mr. Lipp received pursuant to the Compensation Plan is
inclusive of bonus compensation paid to him for services rendered to each of
the Company and TAP; however, the portion of his bonus payable in restricted
stock was awarded for the years 1996 and 1997 in shares of Class A Common
Stock, $.01 par value per share, of TAP ("TAP Common Stock"), under TAP CAP
rather than in shares of Common Stock under the CAP Plan. The terms and
provisions of TAP CAP are substantially identical to those of the CAP Plan.
As of December 31, 1997, including the awards made in January 1998 in
respect of 1997, but excluding awards vesting in January 1998, the total
holdings of TAP Common Stock under TAP CAP and the market value at such date
of such shares for Mr. Lipp were 70,026 shares ($3,081,144). The year-end
market price of TAP Common Stock was $44.00 per share.

19
<PAGE>
STOCK OPTIONS GRANTED

The following table sets forth information with respect to stock options
granted during 1997 to each of the executives named in the Summary Compensation
Table. All options granted to Mr. Weill arose under the reload feature of the
1986 Option Plan or the 1996 Incentive Plan (which does not increase the net
equity position of the participant). The reload feature is described in footnote
(B) under "Option Grants in 1997" below. Mr. Weill's reload options arose upon
the exercise of stock options granted by Control Data Corporation ("Control Data
Options") in 1986 when it was the parent company of the Company's corporate
predecessor to facilitate the public offering of the predecessor's stock. The
"Grant Date Present Value" numbers set forth in the table below were derived by
application of a variation of the Black-Scholes option pricing model. The
following assumptions were used in employing such model:

- - stock price volatility was calculated by using the weekly closing price of
the Company's Common Stock on the NYSE Composite Transactions Tape for the
one-year period prior to the grant date of each option;

- - the risk-free interest rate for each option grant was the interpolated market
yield on the date of grant on a Treasury bill with a term identical to the
subject option life, as reported by the Federal Reserve;

- - the dividend yield (based upon the actual annual dividend rate during 1997)
was assumed to be constant over the life of the option;

- - exercise of the option was deemed to occur approximately ten months after the
date of grant with respect to options that vest six months after the date of
grant and approximately three years after the date of grant with respect to
options that vest at a rate of 20% per year, as appropriate, based upon each
individual's historical experience of the average period between the grant
date and exercise date for those options that have vested; and

- - the value arrived at through the use of the Black-Scholes model was
discounted by 25% to reflect the reduction in value (as measured by the
estimated cost of protection) of the options due to the agreement of
executives who are members of the Company's Planning Group to abide by the
Stock Ownership Commitment. For purposes of calculating the discount, a five
year holding period was assumed even though each of the individuals may be a
member of the Planning Group for more than five years.

The potential value of options granted depends entirely upon a long-term
increase in the market price of the Common Stock: if the stock price does not
increase, the options would be worthless and if the stock price does increase,
this increase would benefit both option holders and all stockholders.

20
<PAGE>
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(C)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
% OF
TOTAL OPTIONS EXERCISE OR
NUMBER OF SECURITIES GRANTED TO ALL BASE PRICE GRANT DATE
UNDERLYING OPTIONS GRANTED EMPLOYEES ($ PER EXPIRATION PRESENT VALUE
NAME (NUMBER OF SHARES)(A) IN 1997 SHARE) DATE ($)(B)
- ------------------------------- ----------------------------- -------------------------- ----------- ----------- -------------

<CAPTION>
RELOAD NON-RELOAD RELOAD NON-RELOAD
--------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sanford I. Weill............... 37,984.50 None .09 0 $ 33.7500 2/18/03 $ 97,100
826,071.00 1.87 35.8333 10/30/02 2,299,472
926,646.00 2.10 33.9167 10/30/02 2,434,670
624,460.50 1.41 33.9167 4/30/03 1,640,708
34,909.50 .08 32.0000 2/18/03 86,296
885,640.50 2.00 32.0000 10/30/02 2,183,790
596,338.50 1.35 32.0000 4/30/03 1,470,437
904,864.50 2.05 32.5833 10/30/02 2,265,600
62,529.00 .14 36.4167 2/18/03 174,976
1,075,881.00 2.43 37.4167 4/30/03 3,195,447
33,379.50 .08 44.3750 2/18/03 121,208
735,712.50 1.66 45.7083 10/30/02 2,726,532
1,770,334.50 4.00 45.6250 10/30/02 6,560,815
543,325.50 1.23 45.6250 4/30/03 2,013,551
29,653.50 .07 45.5417 2/18/03 109,635
726,384.00 1.64 49.6250 10/30/02 2,932,757
489,105.00 1.11 49.6250 4/30/03 1,974,749
791,211.00 1.79 43.3333 10/30/02 2,758,874
54,579.00 .12 48.6250 2/18/03 215,977
895,118.00 2.02 56.0000 4/30/03 4,044,613
--------------- ------------ ----- ----- -------------
Total.......................... 12,044,127.50 27.24 0 39,307,207
----------------------------- -------------------------- -------------
----------------------------- -------------------------- -------------

James Dimon.................... 23,173.50 .05 33.7500 2/19/03 59,089
12,924.00 .03 34.0833 1/25/05 33,195
73,996.50 .17 35.8333 10/30/02 205,979
89,460.00 .20 35.8333 8/28/03 249,023
83,008.50 .19 33.9167 10/30/02 218,097
49,033.50 .11 33.9167 4/30/03 128,831
21,286.50 .05 32.0000 2/19/03 52,620
39,426.00 .09 32.0000 10/30/02 97,216
20,242.50 .05 32.0000 2/19/03 49,913
46,822.50 .11 32.0000 4/30/03 115,454
182,769.00 .41 32.0000 8/28/03 450,667
12,340.50 .03 32.0000 1/25/05 30,429
73,753.50 .17 32.5833 10/30/02 184,664
19,944.00 .05 32.5833 2/19/03 49,936
42,835.50 .10 37.4167 10/30/02 127,225
84,475.50 .19 37.4167 4/30/03 250,899
43,057.50 .10 37.4167 12/14/05 127,884
19,963.50 .05 46.4583 2/19/03 75,714
88,500.00 .20 46.4583 8/28/03 335,645
11,181.00 .03 46.4583 1/25/05 42,405
65,902.50 .15 45.7083 10/30/02 244,109
</TABLE>

21
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(C)
--------------------------------------------------------------------------------------------------
% OF
TOTAL OPTIONS EXERCISE OR
NUMBER OF SECURITIES GRANTED TO ALL BASE PRICE GRANT DATE
UNDERLYING OPTIONS GRANTED EMPLOYEES ($ PER EXPIRATION PRESENT VALUE
NAME (NUMBER OF SHARES)(A) IN 1997 SHARE) DATE ($)(B)
- ------------------------------- ----------------------------- -------------------------- ----------- ----------- -------------
RELOAD NON-RELOAD RELOAD NON-RELOAD
--------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
79,674.00 .18 45.7083 8/28/03 295,120
158,589.00 .36 45.6250 10/30/02 587,430
42,661.50 .10 45.6250 4/30/03 158,022
18,081.00 .04 45.5417 2/19/03 66,849
32,335.50 .07 49.6250 10/30/02 130,554
16,602.00 .04 49.6250 2/19/03 67,030
38,401.50 .09 49.6250 4/30/03 155,045
149,902.50 .34 49.6250 8/28/03 605,228
10,120.50 .02 49.6250 1/25/05 40,861
64,489.50 .15 43.3333 10/30/02 224,868
17,439.00 .04 43.3333 2/19/03 60,808
41,401.50 .09 46.4167 12/14/05 155,489
31,581.00 .07 46.4167 11/1/06 118,606
800,000.00 1.81 50.8750 12/1/07 9,199,140
35,638.00 .08 56.0000 10/30/02 161,031
70,282.00 .16 56.0000 4/30/03 317,571
35,822.00 .08 56.0000 12/14/05 161,863
--------------- ------------ ----- ----- -------------
Sub-Total...................... 1,947,116.50 800,000.00 4.44 1.81
--------------- ------------ ----- -----
Total.......................... 2,747,116.50 6.25 15,634,509
----------------------------- -------------------------- -------------
----------------------------- -------------------------- -------------

Deryck C. Maughan.............. 900,000.00 2.04 50.8750 12/01/07 10,462,365
------------ ----- -------------
------------ ----- -------------

Steven D. Black................ 7,275.00 None .02 0 34.0833 2/27/03 19,333
11,323.50 .03 36.4167 8/24/01 33,238
31,351.50 .07 35.5000 4/23/04 90,448
34,333.50 .08 32.6667 11/25/99 90,584
29,302.50 .07 32.6667 4/27/01 77,310
19,197.00 .04 32.6667 8/24/01 50,648
19,327.50 .04 32.6667 2/27/03 50,993
29,562.00 .07 32.6667 4/23/04 77,995
8,622.00 .02 33.5000 4/27/01 23,180
20,394.00 .05 33.5000 8/24/01 54,828
29,746.50 .07 33.5000 4/23/04 79,972
12,687.00 .03 37.4167 12/14/05 38,915
6,246.00 .01 46.4583 2/27/03 24,536
10,177.50 .02 45.0000 8/24/01 38,956
27,474.00 .06 46.2917 4/23/04 107,499
27,978.00 .06 50.1667 11/25/99 119,293
23,877.00 .05 50.1667 4/27/01 101,807
15,643.50 .04 50.1667 8/24/01 66,701
15,748.50 .04 50.1667 2/27/03 67,149
24,090.00 .05 50.1667 4/23/04 102,716
7,158.00 .02 49.2500 4/27/01 29,827
16,933.50 .04 49.2500 8/24/01 70,562
24,699.00 .06 49.2500 4/23/04 102,921
</TABLE>

22
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(C)
--------------------------------------------------------------------------------------------------
% OF
TOTAL OPTIONS EXERCISE OR
NUMBER OF SECURITIES GRANTED TO ALL BASE PRICE GRANT DATE
UNDERLYING OPTIONS GRANTED EMPLOYEES ($ PER EXPIRATION PRESENT VALUE
NAME (NUMBER OF SHARES)(A) IN 1997 SHARE) DATE ($)(B)
- ------------------------------- ----------------------------- -------------------------- ----------- ----------- -------------
RELOAD NON-RELOAD RELOAD NON-RELOAD
--------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
23,535.00 .05 46.4167 12/14/05 92,196
--------------- ------------ ----- ----- -------------
Total.......................... 476,682.00 1.09 0 1,611,607
----------------------------- -------------------------- -------------
----------------------------- -------------------------- -------------

Robert I. Lipp................. 24,850.50 None .06 0 34.5833 2/22/03 71,771
69,147.00 .16 31.5000 11/2/02 181,786
33,894.00 .08 31.5000 5/2/03 89,106
59,376.00 .13 36.6667 11/2/02 182,795
21,475.50 .05 36.6667 2/22/03 66,114
29,350.50 .07 36.6667 5/2/03 90,358
17,757.00 .04 36.6667 11/26/04 54,667
21,148.50 .05 37.4167 12/14/05 68,023
112,945.50 .26 43.0833 11/2/02 427,671
37,626.00 .09 43.0833 2/22/03 142,472
53,038.50 .12 43.0833 5/2/03 200,832
15,606.00 .04 43.0833 11/26/04 59,093
22,009.50 .05 44.0833 2/22/03 87,110
125,892.00 .28 46.6250 11/2/02 515,188
28,060.50 .06 46.6250 5/2/03 114,832
52,626.00 .12 46.6667 11/2/02 215,768
19,033.50 .04 46.6667 2/22/03 78,038
26,013.00 .06 46.6667 5/2/03 106,654
33,601.50 .08 46.6667 11/26/04 137,767
15,556.50 .04 46.6667 11/1/06 63,782
39,228.00 .09 46.4167 12/14/05 160,836
99,855.00 .23 55.1250 11/2/02 483,753
33,264.00 .08 55.1250 2/22/03 161,149
46,891.00 .14 55.1250 5/2/03 227,166
13,797.00 .01 55.1250 11/26/04 66,840
--------------- ------------ ----- ----- -------------
Total.......................... 1,052,042.50 2.43 0 4,053,571
----------------------------- -------------------------- -------------
----------------------------- -------------------------- -------------
</TABLE>

- ------------------------

(A) The number of options outstanding at December 31, 1997 for each person named
above is set forth under the heading "Number of Securities Underlying
Unexercised Options at 1997 Year-End (Number of Shares)--Unexercisable" in
the table entitled "Aggregated Option Exercises in 1997 and 1997 Year-End
Option Value."

(B) Except as indicated in the table above, all options granted in 1997 were
reload options. Rather than enhance his or her holdings, reload options are
intended to enable an employee who exercises an option by tendering
previously owned shares to remain in the same economic position (the "Equity
Position") with respect to potential appreciation in the Company's Common
Stock as if he or she had continued to hold the original option unexercised.
As such, reload options meet the Company's objective of fostering continued
stock ownership in the Company by its employees, but the receipt thereof by
any such employee does not result in a net increase in his or her Equity
Position.

23
<PAGE>
The table below sets forth the Equity Position of each of the above named
executives with respect to options exercised and reload options granted in 1997.
The Equity Position of each of such executives has remained constant.

NET CHANGES IN EQUITY POSITION
RESULTING FROM GRANTS OF RELOAD OPTIONS(1)

<TABLE>
<CAPTION>
ENDING NET EQUITY POSITION
---------------------------------------------------------------
NEW RELOAD NET CHANGE IN EQUITY
OPTIONS NET SHARES OPTIONS POSITION FROM GRANTS OF
NAME EXERCISED RECEIVED GRANTED RELOAD OPTIONS
- ----- ------------ ---------- ------------ -----------------------
<S> <C> <C> <C> <C>
Sanford I. Weill..................................... 14,687,924 2,643,797 12,044,127 0
James Dimon.......................................... 2,381,731 434,615 1,947,116 0
Deryck C. Maughan.................................... 0 0 0 0
Steven D. Black...................................... 575,068 98,386 476,682 0
Robert I. Lipp....................................... 1,308,641 256,599 1,052,042 0
</TABLE>

- ------------------------

(1) The "Options Exercised" column sets forth the number of options exercised by
such executive. The "Net Shares Received" sets forth the number of shares
such executive actually received upon exercise of the option after
subtracting the number of previously owned shares tendered to pay the
exercise price and/or withheld to pay taxes on the exercise. The "New Reload
Options" column sets forth the number of reload options granted to the
executive which is in an amount equal to the number of shares tendered
and/or withheld. The "Net Change in Equity Position from Exercises of Reload
Options" is the difference between the number of options exercised less the
sum of the net shares received and the number of reload options granted.

(C) The option price of each option granted under the 1986 Option Plan or the
1996 Incentive Plan is not less than the fair market value of the Common
Stock subject to the option, determined in good faith by the Nominations,
Compensation and Corporate Governance Committee. Under current rules
established by the Committee, fair market value is the closing sale price of
Common Stock on the NYSE Composite Transactions Tape on the last trading day
prior to the date of grant of the option. Options generally vest in
cumulative installments of 20% on each anniversary of the date of grant such
that the options are fully exercisable on and after five years from the date
of grant until ten years following such grant (in the case of non-qualified
stock options, which represent all options currently outstanding). The
Committee has discretion to establish a slower vesting schedule for options
granted under the 1986 Option Plan and a slower or faster vesting schedule
for options granted under the 1996 Incentive Plan. Participants are entitled
to direct the Company to withhold shares otherwise issuable upon an option
exercise to cover in whole or in part the tax liability associated with such
exercise, or participants may cover such liability by surrendering
previously owned shares (other than restricted stock). During the term of
the 1996 Incentive Plan, the aggregate number of shares of Common Stock for
which option awards may be granted to any one employee under the 1996
Incentive Plan (including reload options) will not exceed thirty six million
shares.

Under the reload feature of the 1986 Option Plan and the 1996 Incentive
Plan, participants who tender shares to pay all or a portion of the exercise
price of vested stock options or tender previously owned shares or have
shares withheld to cover the associated tax liability may be eligible to
receive a reload option covering the same number of shares as are tendered
or withheld for such purposes. Under the 1986 Option Plan and the 1996
Option Plan, such participant may choose to receive either (i) Incremental
Shares subject to restrictions on transferability for a period of one year,
or such other shorter or longer period as determined by the Committee and no
reload option or (ii) Incremental Shares subject to restrictions on
transferability for a period of two years, or such other shorter or

24
<PAGE>
longer period as determined by the Committee and a reload option.
"Incremental Shares" are those shares of Common Stock actually issued to a
participant upon the exercise of an option. If a participant exercises an
option by paying the exercise price and the withholding taxes entirely in
cash, the number of Incremental Shares will equal the number of shares
exercised. If, however, a participant exercises an option by surrendering
shares of Common Stock ("Surrendered Shares") to pay the exercise price, or
the participant authorizes the Company to sell shares of Common Stock to
cover the exercise price and/or requests that the Company withhold shares to
cover the withholding tax liability ("Withheld Shares"), the number of
Incremental Shares will equal the number of options exercised minus the sum
of the number of Surrendered Shares or the number of shares sold by the
Company on behalf of the participant, and the Withheld Shares. Participants
are permitted to transfer their Incremental Shares during the restricted
period only by will or the laws of descent and distribution. Further, in
order for a participant to receive a reload option in connection with his or
her exercise of a vested option, the market price of Common Stock on the
date of exercise must equal or exceed the minimum market price level
established by the Committee from time to time (the "Market Price
Requirement"). The Committee has established that the initial Market Price
Requirement will be a market price on the date of exercise equal to or
greater than 120% of the price of the option being exercised. If a market
price does not equal or exceed the applicable Market Price Requirement, a
vested option may be exercised but no reload option will be granted in
connection with such exercise.

The Committee determines the exercise price for the reload option at the
time such reload option is granted, provided that the exercise price may not
be less than the fair market value of a share of Common Stock on the date of
exercise of the underlying option, and such reload option will have a term
equal to the remaining term of the original option, except that the reload
option will not be exercisable until six months after its date of grant,
unless the Committee determines otherwise.

Reload options are intended to encourage employees to exercise options at an
earlier date and to retain the shares so acquired, in furtherance of the
Company's long-standing policy of encouraging increased employee stock
ownership. With standard stock options, sale of at least a portion of the
stock to be acquired by exercise is often necessitated to cover the exercise
price or the associated withholding tax liability. The employee thereby
receives fewer shares upon exercise, and also forgoes any future
appreciation in the stock sold. By use of previously owned shares to
exercise an option, an employee is permitted to gain from the past price
appreciation in such shares, and receives a new option at the current market
price. The reload option so granted enables the employee to participate in
future stock price appreciation.

STOCK OPTIONS EXERCISED

The following table sets forth, in the aggregate, the number of shares
underlying options exercised during 1997 and states the value at year-end of
exercisable and unexercisable options remaining outstanding. The "Value
Realized" column reflects the difference between the market price on the date of
exercise and the market price on the date of grant (which establishes the
exercise price for the option) for all options exercised, even though the
executive may have actually received fewer shares as a result of the surrender
of shares to pay the exercise price or the tax liability, or the withholding of
shares to cover the tax liability associated with option exercise. Accordingly,
the "Value Realized" numbers do not necessarily reflect what the executive might
receive, should he or she choose to sell the shares acquired by the option
exercise, since the market price of the shares so acquired may at any time be
higher or lower than the price on the exercise date of the option.

25
<PAGE>
AGGREGATED OPTION EXERCISES IN 1997
AND
1997 YEAR-END OPTION VALUE

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT VALUE OF UNEXERCISED
SHARES 1997 YEAR-END IN THE MONEY OPTIONS
ACQUIRED VALUE (NUMBER OF SHARES) AT 1997 YEAR-END($)(C)
ON EXERCISE REALIZED -------------------------------- ------------------------------
NAME (A) ($) (B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------ ------------ -------------- ----------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sanford I. Weill (D)................ 14,687,924 $ 220,162,892 0 7,064,863 $ 0 $ 81,686,241
James Dimon......................... 2,381,731 36,804,638 0 2,475,687 0 32,325,947
Deryck C. Maughan (E)............... 92,547 1,718,381 0 900,000 0 2,700,000
Steven D. Black..................... 575,068 7,656,918 0 385,560 0 7,613,964
Robert I. Lipp...................... 1,308,641 21,083,742 0 878,656 0 14,687,319
</TABLE>

- ------------------------

(A) This column reflects the number of shares underlying options exercised in
1997 by the named executive officers. The actual number of shares received
by each of these individuals from options exercised in 1997 (net of shares
surrendered to cover the exercise price and/or surrendered or withheld to
cover the exercise price and tax liabilities) was: Mr. Weill, 2,643,797
shares; Mr. Dimon, 434,615 shares; Mr. Maughan, 68,309 shares, Mr. Black,
98,386 shares and Mr. Lipp, 256,599 shares.

(B) All of the above executives have made the Stock Ownership Commitment (as
described above) pursuant to which such executives commit not to dispose of
their shares of Common Stock while they continue to be members of the
Planning Group. Other than shares of Common Stock used in connection with
employee compensation plans, charitable contributions or certain limited
estate planning transactions with family members, at December 31, 1997, none
of the above executives had ever disposed of any Common Stock.

(C) "Value of Unexercised In the Money Options" is the aggregate, calculated on
a grant by grant basis, of the product of the number of unexercised options
on the last day of the year multiplied by the difference between the closing
undiscounted market price on the last day of the year and the exercise price
for each grant, excluding grants for which such difference is equal to or
less than zero.

(D) All of the stock options exercised by Mr. Weill in 1997 were reload options
arising from Control Data Option exercises.

(E) All of the stock options exercised by Mr. Maughan in 1997 were options
exercisable for shares of common stock of Salomon. In connection with the
Salomon Merger, all shares of Salomon common stock were mandatorily
exchanged for Common Stock. The option exercises reported in this table have
been reported as if such exercises were made directly for Common Stock.

PERFORMANCE GRAPH

The following line graph compares annual changes in "Cumulative Total
Return" of the Company (as defined below) with (i) Cumulative Total Return of a
performance indicator of equity stocks in the overall stock market, the S&P 500
Index, and (ii) Cumulative Total Return of a "Peer Index," each for the last
five years. The Peer Index is the S&P Financial Index, which comprises the
following Standard & Poor's industry groups: Money Center Banks, Major Regional
Banks, "Savings & Loan", Life Insurance, Multi-Line Insurance, Property and
Casualty Insurance, Personal Loans and Financial Services (excluding the Company
and both of the government-sponsored entities: the Federal Home Loan Mortgage
Corporation and the Federal National Mortgage Association). The Peer Index has
been weighted based on market capitalization. "Cumulative Total Return" is
calculated (in accordance with SEC instructions) by dividing (i) the sum of (A)
the cumulative amount of dividends during the relevant period, assuming dividend

26
<PAGE>
reinvestment at the end of the month in which such dividends were paid, and (B)
the difference between the market capitalization at the end and the beginning of
such period, by (ii) the market capitalization at the beginning of such period.

The comparisons in this table are set forth in response to SEC disclosure
requirements, and therefore are not intended to forecast or be indicative of
future performance of the Common Stock.

TRAVELERS GROUP INC.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
TRAVELERS GROUP INC. S & P PEER INDEX
<S> <C> <C> <C>
1992 $100.00 $100.00 $100.00
1993 $162.95 $110.06 $109.14
1994 $137.97 $111.52 $105.84
1995 $272.74 $153.37 $159.92
1996 $400.46 $188.56 $218.12
1997 $720.23 $251.45 $320.18
</TABLE>

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Travelers Group Inc......................... 100.0 162.95 137.97 272.74 400.46 720.23
S&P......................................... 100.0 110.06 111.52 153.37 188.56 251.45
Peer Index.................................. 100.0 109.14 105.84 159.92 218.12 320.18
</TABLE>

- ------------------------

ASSUMES $100 INVESTED AT THE CLOSING PRICE ON DECEMBER 31, 1992, IN THE
COMPANY'S COMMON STOCK, THE S&P 500 INDEX, AND THE PEER INDEX, REPRESENTING THE
S&P FINANCIAL INDEX (EXCLUDING THE COMPANY, AND BOTH OF THE GOVERNMENT-SPONSORED
ENTITIES: THE FEDERAL HOME LOAN MORTGAGE CORPORATION AND THE FEDERAL NATIONAL
MORTGAGE ASSOCIATION). THE PEER INDEX HAS BEEN WEIGHTED BASED ON MARKET
CAPITALIZATION.

27
<PAGE>
COMPENSATION OF DIRECTORS

Pursuant to the Company's By-Laws, the members of the Board of Directors are
compensated in a manner and at a rate determined from time to time by the Board
of Directors. It has been the practice of the Company since its initial public
offering in 1986 to pay its outside directors in shares of Common Stock, in
order to assure that the directors have an ownership interest in the Company in
common with other stockholders. Compensation of outside directors of the Company
currently consists of an annual retainer of $100,000, payable in shares of
Common Stock, receipt of which may be deferred at the election of a Director.
Directors who have not made such election receive fees partly in shares of
Common Stock and partly in cash equal to the current tax liability incurred by
receipt of such Common Stock.

Directors receive no additional compensation for participation on committees
of the Board. Additional compensation, if any, for special assignments
undertaken by directors will be determined on a case by case basis, but no such
additional compensation was paid to any director in 1997. Directors who are
employees of the Company or its subsidiaries do not receive any compensation for
their services as directors.

RETIREMENT PLANS

All employees are eligible to participate in the Travelers Group Pension
Plan (the "Retirement Plan") on the later of attaining age 21 or completion of
one year of service. Benefits under the Retirement Plan vest after five years of
service with the Company or its subsidiaries. The normal form of retirement
benefit is, in the case of a married participant, a joint and survivor annuity
payable over the life of the participant and his or her spouse, or in the case
of an unmarried participant, an annuity payable over the participant's life.
Instead of such normal form of payment, participants may elect to receive other
types of annuities or a single sum payable at retirement or, with respect to
certain participants, other termination of service.

When expressed as a single sum payment option, benefits accrue for the first
five years of covered service at an annual rate varying between .75% and 4.0% of
the participant's qualifying compensation, depending upon the participant's age
at the time of accrual. "Qualifying compensation" generally includes base salary
(before pre-tax contributions to the Savings Plan or other benefit plans),
overtime pay, commissions and bonuses. Under rules promulgated by the Internal
Revenue Service (the "Service"), a ceiling of $160,000 for 1997 (subject to
adjustment by the Service) is imposed on the amount of compensation that may be
considered "qualifying compensation" under the Retirement Plan.

During the period of the sixth through the fifteenth year of covered
service, benefits accrue at an annual rate of between 1.25% and 5.0% of the
participant's qualifying compensation, depending upon the participant's age at
the time of accrual. After a participant has completed 15 years of covered
service, benefits accrue at an annual rate varying between 1.25% and 7.0% of the
participant's qualifying compensation, depending upon the participant's age at
the time of accrual. There are also minimum benefits provided for under the
Retirement Plan.

Subject to the statutory maximum benefits payable by a qualified plan (as
described below), a participant also accrues annually an additional amount
calculated as 1.0% to 2.5% of qualifying compensation (again depending upon his
or her age) for that part of qualifying compensation in excess of the amount of
the Social Security wage base. There is an interest accrual added to the
participant's single sum entitlement. This interest amount is determined by
multiplying the prior year's single sum by a percentage calculated annually
pursuant to a formula set forth in the Plan.

The statutory maximum retirement benefit that may be paid to any one
individual by a tax qualified defined benefit pension plan in 1997 is $125,000
annually. Years of service credited under the Retirement Plan to date for each
of the individuals named in the Summary Compensation Table are as follows: Mr.
Weill, 11 years; Mr. Dimon, 11 years; Mr. Maughan, 0 years, Mr. Black, 23 years
and Mr. Lipp, 11 years.

28
<PAGE>
The Company and certain Company subsidiaries provide certain pension
benefits, in addition to the statutory maximum benefit payable under tax
qualified pension plans, under non-funded, non-qualified retirement benefit
equalization plans ("RBEPs"). The benefits payable under RBEPs are unfunded, and
will come from the general assets of each plan's sponsor. In 1993, the
Nominations, Compensation and Corporate Governance Committee, amended the RBEPs
in two respects: first, to exclude certain executives of the Company and its
subsidiaries (including each of the persons named in the Summary Compensation
Table) and employees of certain subsidiaries from further participation in the
RBEPs, and second, to limit the compensation covered by such plans to a fixed
amount of $300,000 (equal to twice the 1994 statutory maximum qualifying
compensation without giving effect to any future adjustments) less amounts
covered by the Retirement Plan, thereby limiting benefits payable under the
RBEPs to all participants. No benefits were accrued in 1997 under any of the
RBEPs for the account of any of the persons named in the Summary Compensation
Table.

Effective at the end of 1993, the Committee also froze benefits payable
under the Company's Supplemental Retirement Plan ("SERP") covering supplemental
retirement benefits to designated senior executives of the Company and its
subsidiaries. At that time, 25 individuals were SERP participants. Messrs.
Weill, Dimon and Lipp are SERP participants. The maximum benefit payable under
SERP is also reduced by any benefits payable under the Retirement Plan (or its
predecessor plans, if applicable), under any applicable RBEP, under any other
Company or subsidiary sponsored qualified or non-qualified defined benefit or
defined contribution pension plan (other than the Savings Plan or other 401(k)
plans), and under the Social Security benefit program.

Estimated annual benefits under the three benefit plans of the Company for
the five executive officers named in the Summary Compensation Table using the
applicable formulas under the Retirement Plan and the frozen RBEP and SERP Plans
and assuming their retirement at age 65, would be as follows: Mr. Weill,
$621,817; Mr. Dimon, $246,923; Mr. Maughan, $24,649; Mr. Black, $78,554 and Mr.
Lipp, $295,174. These estimates were calculated assuming that the interest
accrual was 8% for 1989 through 1991, 6% for 1992 through 1993, 5.5% for 1994,
7% for 1995 and 5.5% thereafter until the participant retires at the age of 65,
and that the current salary of the participant, the 1997 dollar ceiling on
qualifying compensation is $160,000, the 1997 Social Security wage base and the
current regulatory formula to convert lump-sum payments to annual annuity
figures each remains unchanged.

EMPLOYMENT PROTECTION AGREEMENTS

The Company has entered into employment protection agreements with certain
of its executive officers. Under the agreement with Mr. Weill, the Company
agrees to employ Mr. Weill as its Chief Executive Officer (and Mr. Weill agrees
to serve in such capacity) with an annual salary, incentive participation and
employee benefits as determined from time to time by the Company's Board of
Directors. The agreement contains automatic one-year renewals (unless notice of
nonrenewal is given by either party). In the event of termination of his
employment without cause, the agreement provides that Mr. Weill will be paid and
entitled to receive other employee benefits (as in effect at the termination
date) through the remaining term of the agreement and will be entitled to two
years additional vesting and exercise of his stock options (and a cash payment
based on the value of any portion of the stock options that would not vest
within such additional period). During such period of continuing payments and
stock option vesting and exercise, Mr. Weill would be subject to a
noncompetition agreement in favor of the Company.

CERTAIN TRANSACTIONS

The Travelers Indemnity Company and The Travelers Insurance Company, each a
subsidiary of the Company, purchased during 1997 limited partnership interests
in Capricorn Investors II, L.P. (the "Fund"). The Fund is a limited partnership
whose business is to acquire equity and equity-like securities in public or
private companies. Dudley Mecum, a director of the Company, is a Managing
Director of Capricorn

29
<PAGE>
Holdings, LLC, the general partner of the Fund. The Company's indirect
investment in the Fund, $10 million, represents less than 10% of the capital of
that entity.

CERTAIN INDEBTEDNESS

Certain executive officers have from time to time, including periods during
1997, incurred indebtedness to Smith Barney, a wholly owned subsidiary of the
Company and a registered broker-dealer, and/or any other broker/dealer
subsidiary of the Company, on margin loans against securities accounts with such
broker/dealers. Such margin loans were made in the ordinary course of business,
were made on substantially the same terms (including interest rates and
collateral) as those prevailing for comparable transactions for other persons,
and did not involve more than the normal risk of collectability or present other
unfavorable features.

Mr. Peter Dawkins, a member of the Planning Group, is indebted to the
Company pursuant to a loan made to him by the Company in an original principal
amount of $500,000 which was the maximum amount of Mr. Dawkins' indebtedness to
the Company during 1997. Repayment of principal is required upon termination of
Mr. Dawkins' employment or with the proceeds of any sale of Common Stock by Mr.
Dawkins. The loan bears interest, payable quarterly, at 5% per annum.

Mr. Thomas Jones, a director and an executive officer, is indebted to the
Company pursuant to a forgivable loan made to him by the Company in an original
principal amount of $1.2 million which was the maximum amount of Mr. Jones'
indebtedness to the Company during 1997. The principal of the loan will be
forgiven in equal annual installments of $400,000 during the three year term of
the loan. The loan was made in connection with Mr. Jones' agreement to leave his
prior position to join the Company. In the event Mr. Jones resigns or is
terminated for any reason, the outstanding principal amount of the loan will
become immediately due and payable together with interest thereon at the rate of
10% accruing from the date of termination. The loan is otherwise non-interest
bearing.

ITEM 2:
RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors has selected KPMG Peat Marwick LLP ("Peat Marwick")
as the independent auditors of the Company for 1998. Peat Marwick has served as
the independent auditors of the Company and its predecessors since 1969.
Arrangements have been made for a representative of Peat Marwick to attend the
Annual Meeting. The representative will have an opportunity to make a statement
if he or she desires to do so, and will be available to respond to appropriate
stockholder questions.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF
---
THE SELECTION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
1998. Assuming the presence of a quorum, the affirmative vote of a majority of
the votes cast by the holders of shares of Common Stock and Voting Preferred
Stock present and entitled to vote on this item at the Annual Meeting, voting as
a single class, is required to ratify the selection of the Company's auditors.
Under applicable Delaware law, in determining whether this item has received the
requisite number of affirmative votes, abstentions and broker nonvotes will be
counted and will have the same effect as a vote against this item.

ITEM 3:
APPROVAL OF AN INCREASE IN AUTHORIZED COMMON STOCK

On January 28, 1998, the Board of Directors unanimously approved an
amendment to the Restated Certificate of Incorporation of the Company to
increase to 3 billion the number of shares of the Common Stock authorized for
issuance, and directed that the amendment be submitted to a vote of stockholders
at

30
<PAGE>
the Annual Meeting. The form of the proposed amendment (the "Amendment") is
attached to this Proxy Statement as Annex A.

Paragraph A of Article Fourth of the Company's Certificate of Incorporation
as currently in effect authorizes the issuance of up to an aggregate of 1.5
billion shares of Common Stock. As of the Record Date, 1,203,073,859 shares of
Common Stock were issued and outstanding including 51,371,284 shares that were
issued but held by subsidiaries of the Company. Approximately 159 million shares
of Common Stock have been reserved for issuance pursuant to various compensation
and benefit plans of the Company and of the Company's subsidiaries, and
21,332,381 shares were reserved for issuance upon conversion of outstanding
convertible securities of the Company. There were, therefore, as of the Record
Date, approximately 65.2 million shares of authorized Common Stock available for
future issuances by the Company. The Board believes it would be desirable to
increase the number of shares of authorized Common Stock in order to make
available additional shares for possible stock splits, acquisitions, financings,
employee benefit plan issuances and for such other corporate purposes as may
arise. The Board of Directors believes that stock splits enhance the liquidity
and marketability of the Common Stock by increasing the number of shares
outstanding and lowering the price per share. In furtherance thereof the Board
has approved stock splits on five prior occasions: 3-for-2 in February 1993,
4-for-3 in August 1993, 3-for-2 in May 1996, 4-for-3 in November 1996 and
3-for-2 in November 1997, which splits, when taken together, are equivalent to a
6-for-1 split.

The Company has no specific plans currently calling for issuance of any of
the additional shares of Common Stock and is subject to certain restrictions on
its ability to issue additional shares of Common Stock. The rules of the NYSE
currently require stockholder approval of issuances of Common Stock under
certain circumstances including those in which the number of shares to be issued
is equal to or exceeds 20% of the voting power outstanding (or, currently, for
the Company, issuance of more than approximately 233.4 million shares of Common
Stock). The 1996 Incentive Plan provides that the Company will not grant any
additional options unless the number of outstanding but unexercised options
under all plans of the Company is less than 10% of the Common Stock issued and
outstanding. In other instances, the issuance of additional shares of authorized
Common Stock would be within the discretion of the Board of Directors, without
the requirement of further action by stockholders. All newly authorized shares
would have the same rights as the presently authorized shares, including the
right to cast one vote per share and to participate in dividends when and to the
extent declared and paid. Under the Company's Restated Certificate of
Incorporation, stockholders do not have preemptive rights. While the issuance of
shares in certain instances may have the effect of forestalling a hostile
takeover, the Board does not intend or view the increase in authorized Common
Stock as an anti-takeover measure, nor is the Company aware of any proposed or
contemplated transaction of this type.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED
---
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE TO 3 BILLION
THE SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE. Assuming the presence of a
quorum, the affirmative vote of the holders of a majority of all outstanding
shares of Common Stock and Voting Preferred Stock, voting as a single class, is
required for adoption of the proposed Amendment to the Company's Restated
Certificate of Incorporation. Under applicable Delaware law, in determining
whether this item has received the requisite number of affirmative votes,
abstentions and broker nonvotes will be counted and will have the same effect as
a vote against this item.

COST OF SOLICITING PROXIES

The cost of soliciting proxies and the cost of the Annual Meeting will be
borne by the Company. In addition to the solicitation of proxies by mail,
proxies may be solicited by personal interview, telephone and similar means by
directors, officers or employees of the Company, none of whom will be specially
compensated for such activities. The Company also intends to request that
brokers, banks and other nominees solicit proxies from their principals and will
pay such brokers, banks and other nominees certain

31
<PAGE>
expenses incurred by them for such activities. The Company has retained Morrow &
Co. Inc., a proxy soliciting firm, to assist in the solicitation of proxies, for
an estimated fee of $15,000, plus reimbursement of certain out-of-pocket
expenses.

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the next Annual Meeting
of Stockholders and who wishes such proposal to be included in the Proxy
Statement for that meeting must submit such proposal in writing to the Secretary
of the Company, at the address set forth on the first page of this Proxy
Statement, and such proposal must be received on or before November 23, 1998.

OTHER MATTERS

The Board of Directors and management of the Company know of no other
matters to be brought before the Annual Meeting. If a shareholder proposal that
was excluded from this Proxy Statement in accordance with Rule 14a-8 of the
Securities Exchange Act of 1934 is properly brought before the meeting, it is
intended that the proxy holders will use their discretionary authority to vote
the proxies against such proposal. If any other matters should arise at the
Annual Meeting, shares represented by proxies will be voted at the discretion of
the proxy holders.

32
<PAGE>
ANNEX A

PROPOSED AMENDMENT TO ARTICLE FOURTH
OF THE RESTATED CERTIFICATE OF INCORPORATION
OF TRAVELERS GROUP INC.

------------------------

The first sentence of paragraph A, Article FOURTH, is hereby amended to read in
its entirety as follows:

The total number of shares of Common Stock which the Corporation
shall have authority to issue is 3 billion shares of Common Stock having
a par value of one cent ($.01) per share.

------------------------
<PAGE>
[LOGO]
<PAGE>

TRAVELERS GROUP INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF TRAVELERS GROUP INC. FOR THE ANNUAL MEETING
APRIL 22, 1998

The undersigned hereby constitutes and appoints Sanford I. Weill,
P James Dimon and Charles O. Prince, III, and each of them his or her true and
R lawful agents and proxies with full power of substitution in each, to
O represent the undersigned at the Annual Meeting of Stockholders of
X Travelers Group Inc. (the "Company") to be held at Carnegie Hall, 881
Y Seventh Avenue, New York, New York on Wednesday, April 22, 1998 at 9:00
a.m. local time, and at any adjournments or postponements thereof, on all
matters properly coming before said Annual Meeting, including but not
limited to the matters set forth on the reverse side.

If shares of Travelers Group Inc. Common Stock are issued to or held
for the account of the undersigned under employee plans and voting rights
attach to such shares (any of such plans, a "Voting Plan"), then the
undersigned hereby directs the respective fiduciary of each applicable
Voting Plan to vote all shares of Travelers Group Inc. Common Stock in the
undersigned's name and/or account under such Plan in accordance with the
instructions given herein, at the Annual Meeting and at any adjournments
or postponements thereof, on all matters properly coming before the Annual
Meeting, including but not limited to the matters set forth on the reverse
side.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR PROXY
CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THIS CARD OR FOLLOW THE
INSTRUCTIONS FOR TELEPHONIC VOTING SET FORTH ON THE REVERSE SIDE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE
PROPOSALS AND WILL BE VOTED IN THE DISCRETION OF THE PROXIES (OR, IN THE
CASE OF A VOTING PLAN, WILL BE VOTED IN THE DISCRETION OF THE PLAN TRUSTEE
OR ADMINISTRATOR) UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING.


CONTINUED AND TO BE SIGNED ON REVERSE SIDE

<PAGE>


VOTE BY TELEPHONE
[PHONE GRAPHIC] [DESKTOP GRAPHIC]
QUICK *** EASY *** IMMEDIATE

Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.

YOU WILL BE ASKED TO ENTER THE NUMBER LOCATED IN THE BOX MARKED "CONTROL
NUMBER." YOU WILL THEN HEAR THESE INSTRUCTIONS:

OPTION #1: To vote as the Board of Directors recommends on ALL proposals:
Press 1

OPTION #2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:

Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9

To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen
to the instructions

Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0

Proposal 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0

WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1--THANK YOU FOR VOTING


IF YOU VOTE BY
TELEPHONE
DO NOT MAIL BACK
YOUR PROXY

CALL ** TOLL-FREE ** On A TOUCH-TONE TELEPHONE
1-888-776-5662 - ANYTIME
There is NO CHARGE to you for this call. CONTROL NUMBER


<TABLE>

<S> <C>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.

1. Proposal to elect nineteen directors to a
one-year term.
FOR AGAINST ABSTAIN

2. Proposal to ratify the selection | | | | | |
of KPMG Peat Marwick LLP as the | | | | | |
Company's independent auditors | | | | | |
for 1998. ---- ---- ----

Nominees: 01-Judith Arron, 02-C. Michael Armstrong,
03-Kenneth J. Bialkin, 04-Joseph A. Califano, Jr.,
05-James Dimon, 06-Leslie B. Disharoon, 3. Proposal to amend the Restated
07-The Hon. Gerald R. Ford, 08-Thomas W. Jones, Certificate of Incorporation of
09-Ann Dibble Jordon, 10-Robert I. Lipp, 11-Michael Masin, Travelers Group Inc. to increase
12-Deryck C. Maughan, 13-Dudley C. Mecum, to 3 billion the shares of
14-Andrall E. Pearson, 15-Frank J. Tasco, 16-Linda J. Wachner, Common Stock authorized for
17-Sanford I. Weill, 18-Joseph R. Wright, Jr. 19-Arthur Zankel issuance.

FOR | | WITHHOLD | |
ALL | | FOR ALL | |
| | EXCEPTIONS | |
----- -----


MARK HERE | |
FOR ADDRESS | |
CHANGE AND | |
Exceptions__________________________________ NOTE AT -----
INSTRUCTIONS: To withhold authority to vote BOTTOM LEFT
for any individual nominee(s), mark the
exception box and write the name(s) in the
space provided above.
- -----------------------------------------------------------------------------------------------------------------------

The signer(s) hereby acknowledge(s) receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement.

The signer(s) hereby revoke(s) all proxies heretofore given by the
signer(s) to vote at said Annual Meeting and any adjournments or
postponements thereof.

IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED
ON THE REVERSE SIDE.

NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREIN. JOINT OWNERS SHOULD
EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.

________________________________________
Signature

__________________________________________
Signature

Dated: ___________________, 1998
Votes MUST be indicated (x) in Black or Blue
ink |X|

</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----

https://www.sec.gov/Archives/edgar/data/831001/0001047469-98-009442.txt

 

Detail by Entity Name


Foreign Profit Corporation
CITIGROUP INC.

Filing Information

Document Number
F92000000596
FEI/EIN Number
521568099
Date Filed
12/10/1992
State
DE
Status
ACTIVE
Last Event
NAME CHANGE AMENDMENT
Event Date Filed
05/11/1999
Event Effective Date
NONE


Principal Address

399 PARK AVE
NEW YORK, NY 10022


Changed: 04/16/2014

Mailing Address

P.O. BOX 30509
TAX & REPORTING
TAMPA, FL 33631


Changed: 04/16/2014


Registered Agent Name & Address
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324



Officer/Director Detail
Name & Address

Title CEO, Director

Corbat, Michael L
399 PARK AVE
NEW YORK, NY 10022


Title Director

O'Neill, Michael E
399 PARK AVE
NEW YORK, NY 10022


Title CFO

GERSPACH, JOHN C
399 PARK AVE
NEW YORK, NY 10022


Title VP

HOFFMAN, LISA A
3800 CITIGROUP CENTER DR
TAMPA, FL 33610


Title CORPORATE SECRETARY, GENERAL COUNSEL

WEERASINGHE, ROHAN
399 PARK AVE
NEW YORK, NY 10022


Title CORPORATE SECRETARY, GENERAL COUNSEL

WEERASINGHE, ROHAN
399 PARK AVE
NEW YORK, NY 10022




Annual Reports

Report Year Filed Date
2012 03/09/2012
2013 03/13/2013
2014 04/16/2014



Document Images

04/16/2014 -- ANNUAL REPORT View image in PDF format
03/13/2013 -- ANNUAL REPORT View image in PDF format
03/09/2012 -- ANNUAL REPORT View image in PDF format
01/19/2011 -- ANNUAL REPORT View image in PDF format
03/30/2010 -- ANNUAL REPORT View image in PDF format
03/24/2009 -- ANNUAL REPORT View image in PDF format
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01/23/2006 -- ANNUAL REPORT View image in PDF format
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05/13/2002 -- ANNUAL REPORT View image in PDF format
04/10/2001 -- ANNUAL REPORT View image in PDF format
04/25/2000 -- ANNUAL REPORT View image in PDF format
05/11/1999 -- Name Change View image in PDF format
04/20/1999 -- ANNUAL REPORT View image in PDF format
04/22/1998 -- ANNUAL REPORT View image in PDF format
05/15/1997 -- ANNUAL REPORT View image in PDF format
10/22/1996 -- ANNUAL REPORT View image in PDF format
07/20/1995 -- ANNUAL REPORT View image in PDF format

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Events Name History

Events

CITIGROUP INC.

Document Number F92000000596
Date Filed 12/10/1992
Effective Date None
Status Active



Event Type

Filed Date

Effective Date

Description

NAME CHANGE AMENDMENT 05/11/1999 OLD NAME WAS : TRAVELERS GROUP INC.
NAME CHANGE AMENDMENT 11/26/1996 OLD NAME WAS : THE TRAVELERS INC.
NAME CHANGE AMENDMENT 06/30/1994 OLD NAME WAS : PRIMERICA CORPORATION

2013 FOREIGN PROFIT CORPORATION ANNUAL REPORT
DOCUMENT# F92000000596
Entity Name: CITIGROUP INC
399 PARK AVE
NEW YORK, NY 10043
Current Principal Place of Business:
Current Mailing Address:
CITIGROUP INC
750 WASHINGTON BLVD. 9TH FLOOR
STAMFORD, CT 06901 US

FEI Number: 52-1568099 Certificate of Status Desired:
Name and Address of Current Registered Agent:
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324 US
The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent Date
Officer/Director Detail :
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears
above, or on an attachment with all other like empowered.
SIGNATURE:
Electronic Signature of Signing Officer/Director Detail Date
FILED
Mar 13, 2013
Secretary of State
CC1085563869
JOHN A. CONLEY DTO 03/13/2013

Registered Agent Date
Officer/Director Detail :
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears
above, or on an attachment with all other like empowered.
SIGNATURE:
Electronic Signature of Signing Officer/Director Detail Date
FILED
Mar 13, 2013
Secretary of State
CC1085563869
JOHN A. CONLEY DTO 03/13/2013
2013 FOREIGN PROFIT CORPORATION ANNUAL REPORT
No
Title CEO
Name CORBAT, MICHAEL L
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10043
Title DTO
Name CONLEY, JOHN A
Address 750 WASHINGTON BLVD. 9TH FLOOR
City-State-Zip: STAMFORD CT 06901
Title CFO
Name GERSPACH, JOHN C
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10022
Title VC
Name VOLK, STEPHEN R
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10043
Title COB
Name O'NEILL, MICHAEL E
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10043
Title VC
Name HELFER, MICHAEL S
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10043

http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=forp-f92000000596-07597571-f096-414e-b6a1-af1b125422b8&transactionId=f92000000596-e30ef683-f53d-47aa-a1c8-44c5a31de1f6&formatType=PDF

2014 FOREIGN PROFIT CORPORATION ANNUAL REPORT
DOCUMENT# F92000000596
Entity Name: CITIGROUP INC.
Current Principal Place of Business:
399 PARK AVE
NEW YORK, NY 10022
Business:
Current Mailing Address:
P.O. BOX 30509
TAX & REPORTING
TAMPA, FL 33631 US
Entity Name: CITIGROUP INC.
DOCUMENT# F92000000596
FEI Number: 52-1568099 Certificate of Status Desired:
Name and Address of Current Registered Agent:

C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324 US
The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent Date
Officer/Director Detail :
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears
above, or on an attachment with all other like empowered.
SIGNATURE:
Electronic Signature of Signing Officer/Director Detail Date
FILED
Apr 16, 2014
Secretary of State
CC1372057437
Officer/Director Detail :
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears
above, or on an attachment with all other like empowered.
SIGNATURE:
Electronic Signature of Signing Officer/Director Detail Date
FILED
Apr 16, 2014
Secretary of State
CC1372057437
LISA A HOFFMAN VICE PRESIDENT 04/16/2014
2014 FOREIGN PROFIT CORPORATION ANNUAL REPORT
No

Title CEO, DIRECTOR
Name CORBAT, MICHAEL L
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10022

Title CFO
Name GERSPACH, JOHN C
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10022

Title CORPORATE SECRETARY, GENERAL
COUNSEL
Name WEERASINGHE, ROHAN
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10022

Title DIRECTOR
Name O'NEILL, MICHAEL E
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10022

Title VP
Name HOFFMAN, LISA A
Address 3800 CITIGROUP CENTER DR
City-State-Zip: TAMPA FL 33610

Title CORPORATE SECRETARY, GENERAL
COUNSEL
Name WEERASINGHE, ROHAN
Address 399 PARK AVE
City-State-Zip: NEW YORK NY 10022


LISA A HOFFMAN VICE PRESIDENT 04/16/2014

http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=forp-f92000000596-07597571-f096-414e-b6a1-af1b125422b8&transactionId=f92000000596-9b284824-3361-45ae-8511-81c448223e53&formatType=PDF