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Public Meeting Transcripts

Public Meeting Regarding Citicorp and Travelers Group

Thursday, June 25, 1998

Transcript of Applicant Presentation

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  24               MR. LONEY:  Thank you, Ms. McCall.

  25     With that we will begin with our first panel



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   2     which is made up of representatives from the

   3     corporations involved in this application.

   4               We have John S. Reed the chairman and

   5     chief executive officer of Citicorp, Pamela

   6     Flaherty, the Sr. Vice-President of Citicorp,

   7     and Charles O.  Prince, executive

   8     vice-president, general counsel and secretary

   9     of Travelers Group.

  10               Mr. Reed.

  11               MR. REED:  Thank you very much.  Mr.

  12     Loney, Ms. McCall, Mr. Hodgetts and

  13     Mr. Alvarez.

  14               I'd like on behalf of my colleagues

  15     first of all, to thank you for the opportunity

  16     to kick off these hearings and to participate

  17     in what is going to be I'm sure an interesting

  18     day and a half.  I really would like to make

  19     some comments first with regard to the merger

  20     and second with regard to the community aspects

  21     that you have highlighted in your own comments.

  22               With regard to the proposed merger

  23     itself I think, as has been correctly

  24     characterized, this is an important merger

  25     because it does bring together two very large



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   2     and I think two very committed institutions.

   3     It is, as you have pointed out, a different

   4     merger, because there is not a consolidation of

   5     like enterprises.

   6               Quite to the contrary, this is a

   7     merger that has at its core a commitment on

   8     both of our parts to try to expand our

   9     business.  In that sense it is a merger about

  10     growth, it is a merger about expansion, and it

  11     is a merger really that focuses on the consumer

  12     throughout the United States, and, more broadly

  13     around the world, and our commitment to serve

  14     the consumer better than the consumer today is

  15     able to be served.

  16               We believe that we can accomplish

  17     this by putting together our two institutions

  18     in such a way that expand the product line that

  19     is available to consumers, but may be even more

  20     importantly, greatly expands the channels of

  21     distribution, and hopefully will allow us to

  22     improve the offering of financial services to

  23     the community, and reduce their costs, make

  24     them more efficient and make them more

  25     effective.  There is a very competitive



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   2     marketplace out there.

   3               Our success is going to require that

   4     this core concept underlying the merger be

   5     successful, and the marketplace will make very

   6     clear whether it is or it is not, because

   7     consumers will of course continue to have the

   8     choice of funding to the traditional suppliers

   9     in a more traditional kind of arrangement.  So

  10     the first thing I'd like to say with regard to

  11     this merger is it speaks to new opportunities.

  12               It is not a merger that speaks to

  13     consolidation or a restriction of

  14     opportunities, but, instead, it speaks to

  15     substantial growth and its success requires

  16     that we get growth and we get growth of revenue

  17     that can only come from serving consumers and

  18     other customers better than we are today doing

  19     it.  I think this is very important in taking

  20     into consideration in our application, because

  21     I think it speaks at a very positive way to

  22     improving the quality of service that will be

  23     available throughout the market areas that we

  24     hope to serve.

  25               Secondly, with regard to the



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   2     community, I wanted particularly to come

   3     personally because I wanted to reiterate our

   4     commitment to the community.  I think, speaking

   5     on behalf of Citicorp and Citibank, the

   6     institutions that I have been associated with,

   7     but prospectively on behalf of Citigroup we

   8     understand full well the centrality of having

   9     to serve the community.

  10               We cannot be successful in our

  11     business if we don't serve the community.  It

  12     is something that the law requires of us, but

  13     frankly, beyond the law, I think common sense

  14     and any sense of business makes very clear that

  15     our success over time requires that we be good

  16     citizens and that we run our business in ways

  17     that are compatible with the values of the

  18     community and I think that that commitment goes

  19     well beyond the specification of the law, and

  20     it speaks more wholesomely, if you will, to

  21     what it takes to build a successful enterprise

  22     to attract good people to work for you, to keep

  23     your customers happy, and so I'm here

  24     personally not only to reiterate the

  25     commitments that we have made and the



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   2     requirements of the law, but also to make

   3     public record of the fact that we believe that

   4     service to the community is central to our

   5     business success.  It has been for many years,

   6     and it will continue to be going forward.

   7               Let me detail a few of the ways that

   8     we think that this is made real.  We have made

   9     a public commitment that says going forward in

  10     this merger we will expand the resources that

  11     are available to the community, particularly in

  12     making available mortgages and community

  13     development funds, and this commitment is real,

  14     and if you tear the numbers apart and Pam

  15     Flaherty, my colleague, is going to do this a

  16     little bit.  It really says this merger will

  17     result in an expansion of our financial

  18     commitment under these kind of numbers to the

  19     community.

  20               But I believe if you look at our

  21     business that the first commitment and the

  22     first contribution we make to the community is

  23     jobs.  We are a company that creates jobs.

  24     They are good jobs.  They are well-paying.

  25     They have good fringe benefits, and these are



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   2     jobs where people could come in at entry levels

   3     and can have a whole career with the

   4     organization.  They can grow, they can be

   5     trained.  They are not dead end jobs.

   6               In community and community across the

   7     United States we are currently today and have

   8     been over the years, big-time hirers of entry

   9     level people, graduates from high school, first

  10     entrance into jobs.  More than 50 percent of

  11     the 110,000 jobs with these two companies.  We

  12     have in the United States more than 50 percent

  13     of those jobs involve employees who earn less

  14     than $40,000 per year.  So this is a company

  15     whose job imprint, if you will, on the

  16     community is strong and important.  We are a

  17     good employer.  We create good jobs with good

  18     fringe benefits that have good careers, and I

  19     think that this is a very important aspect of

  20     our impact on the community.

  21               We are big taxpayers.  We are

  22     important taxpayers in communities across the

  23     country.  This will continue to be the case,

  24     and I think it's an important contribution that

  25     we make to this society, and it's one that you



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   2     can count on, and, obviously, as we are more

   3     successful, we will in fact pay more taxes.

   4               We recognize full well that we have

   5     to make the services that we provide available

   6     broadly within the community.  This merger has

   7     as its core an expansion of distribution

   8     capability well beyond the traditional branches

   9     through which banks have typically operated.

  10               The Travelers Group is a major

  11     provider of services through direct face to

  12     face selling, and the combination will allow us

  13     to make services available not only through

  14     branches, not only over electronic cash

  15     machines, telephones, the Internet and so

  16     forth, but significantly through the expansion

  17     of direct face-to-face selling throughout the

  18     community.

  19               We understand full well that we have

  20     to work hard to make sure that the services

  21     that we provide are uniformly available and

  22     freely available across the community.  We have

  23     a pretty good record on this.  You can count on

  24     us to continue to push it.  I think it's

  25     important.



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   2               We are very conscious of the equal

   3     opportunity requirements.  I would tell you

   4     from a personal point of view I've been

   5     involved in Citibank's equal opportunity

   6     activities.  The policies that we have within

   7     Citibank with regard to equal opportunities,

   8     fair lending, I have personally written because

   9     I was involved in some of the original work in

  10     this area, and I felt that it was very

  11     important that the company understand that our

  12     fair lending policies were more than just

  13     something that had been written by an

  14     administrator, and so I think that we have a

  15     clear record of commitment in this area, and a

  16     recognition that it is a difficult area in

  17     which to consistently perform well, but one

  18     that we are committed to doing.

  19               We believe seriously in transparency

  20     with regard to the services we offer, privacy

  21     for our customers.  We have a privacy statement

  22     that tries to make sure that as the world moves

  23     towards an electronic world that our customers

  24     can be sure that the business we do with it

  25     will maintain the privacy that they would



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   2     expect of a banking institution, and we believe

   3     that is part of our commitment as well.

   4               So I'm here really to reiterate what

   5     has been a long standing commitment of Citibank

   6     and Citicorp.  It's something that we take very

   7     seriously, and I can say that we anticipate

   8     with regard to City Group that if this

   9     application were to be approved, that we would

  10     in fact maintain that commitment and that we

  11     would in fact strengthen it because as a

  12     combined group we will be in a position to

  13     offer more complete services, more broadly

  14     throughout the United States.

  15               I would hope that these facts, plus

  16     the testimony of the many other people that you

  17     are going to hear from during this day and a

  18     half session or this two-day session, would

  19     make clear to you that these commitments are

  20     real, and that they are something that you

  21     could count on going forward.

  22               Thank you very much.

  23               MR. PRINCE:  Thank you.  My name is

  24     Chuck Prince, I'm the executive president of

  25     Travelers Group.  In the short time we have



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   2     today I'd like to make just a few you key

   3     points.  First, the combination of Travelers

   4     and Citicorp is permissible under current law.

   5     Under the express provisions of the Bank

   6     Holding Company Act as it exists today

   7     Travelers is permitted to combine with Citicorp

   8     subject to approval by the Federal Reserve and

   9     other banking authorities, and will have a

  10     period of two years with the possibility of

  11     three one-year extensions in which to come into

  12     conformance with the terms of the bank audit

  13     company act.

  14               In that regard, I would note that

  15     most of the current activities of Travelers

  16     Group are today permissible activities for bank

  17     holding companies.  We are not, for example, in

  18     any businesses commonly referred to as

  19     commercial.  Of those activities which are not

  20     today permissible, most can be modified to

  21     conform to the requirements of banking law. The

  22     activity of insurance underwriting does not

  23     today fit within these requirements, but

  24     frankly, we are hopeful that the current law

  25     will be modernized within the next two years



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   2     I do want to emphasize, however, that we do not

   3     seek and do not require any change in the law

   4     in order to consummate this merger.

   5               This merger will bring together two

   6     well capitalized companies with strong

   7     management teams and the new Citigroup of

   8     banking securities and insurance subsidiaries

   9     will be financially strong and independently

  10     viable whether or not there is any change to

  11     our banking laws.

  12               The second point I would like to

  13     emphasize is that cross-marketing activities

  14     which are important to us in the context of

  15     this transaction exist today.  Banks all over

  16     the United States cross market other financial

  17     service products, including insurance products

  18     today.

  19               What is different here is that

  20     instead of cross marketing the financial

  21     service product of unaffiliated providers, we

  22     will combine the ownership of multiple

  23     companies under one umbrella, and I suggest to

  24     you that there is nothing different about the

  25     cross marketing of affiliated products compared



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   2     to today's widespread cross marketing of

   3     unaffiliated product.

   4               The third point I would make is the

   5     importance to us of customer privacy.  As Mr.

   6     Reed just indicated, both of our companies

   7     recognize the high trust that our customers

   8     place in us when they provide individual

   9     financial data to us.  Citibank has privacy

  10     principles on its Internet web site and the

  11     combined Citigroup will be publishing privacy

  12     guidelines for the combined company in the near

  13     future.

  14               We will treat each individual's

  15     information with the same high privacy

  16     protection that each of us wants for our own

  17     personal data, yours, and mine.  Our policies

  18     and procedures will be fully consistent with

  19     the caution expressed by regulators including

  20     most recently by Ms. Dewey Williams the acting

  21     comptroller of the currency.

  22               Lastly, I want to mention the

  23     commitment Travelers Group has made to increase

  24     the availability of home owners and other

  25     insurance in low and moderate income



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   2     neighborhoods in 1994 we began our urban

   3     availability of insurance program to improve

   4     the availability of insurance in these areas.

   5     Under Travelers underwriting guidelines

   6     coverage on residential properties in urban

   7     areas is issued and renewed regardless of

   8     location, regardless of value, and regardless

   9     of the age of the property.

  10               Recently Travelers property casualty

  11     insurance voluntarily joined in Citigroup a

  12     community commitment to expand the urban

  13     availability of insurance.  Our program will

  14     provide special education, enhanced

  15     availability and special pricing to Citibank's

  16     low and moderate income customers.  We will

  17     over time expand this important program to

  18     additional cities where we have a significant

  19     presence.

  20               Our program also includes aggressive

  21     efforts to recruit and develop minority agents

  22     who can represent our insurance company.

  23               I want to emphasize that all of the

  24     current banking subsidiaries of Citicorp and

  25     Travelers Group will remain subject to the



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   2     Community Reinvestment Act and other fair

   3     lending and consumer protection laws and

   4     regulations just as they are today.  The

   5     commitment of the banking subsidiaries to their

   6     communities will remain strong.

   7               More importantly, we believe that the

   8     high level of community involvement that

   9     already exists within our companies will

  10     increase as a result of our merger.  The reason

  11     for this is simple.

  12               The purpose of the merger is to bring

  13     more and better product to a greater number of

  14     people.  The various businesses within the

  15     newly created Citigroup are innovative

  16     producers of these products as are banking and

  17     nonbanking organization work together to bring

  18     better products to more people.  Citigroup as a

  19     whole will better serve the needs of its entire

  20     community, including low and moderate income

  21     and minority individuals.

  22               With that, I will thank you for the

  23     opportunity to be here today and turn to my

  24     colleague, Pam Flaherty.

  25               MS. FLAHERTY:  Thank you, Chuck.  My



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   2     name is Pam Flaherty, and I'm responsible for

   3     Citibank's community involvement.

   4               Add to Pamela Flaherty.

   5               Thank you.  My name is Pamela

   6     Flaherty.  As John Reed explained, I am

   7     responsible for Citibank's community

   8     involvement.

   9               This merger breaks new ground in its

  10     combination of insurance and banking services.

  11     While many of our community partners are

  12     excited by the opportunities this suggests,

  13     some are concerned that this will somehow

  14     diminish Citibank's community commitment.

  15     Nothing could be further from the truth.

  16               I want to make three points this

  17     morning.  1.  Our lending record is good and

  18     improved dramatically in 1997, particularly in

  19     terms of lending to low and moderate-income

  20     consumers and to minorities.

  21               2.  We provide a broad range of

  22     products and services and access to consumers

  23     of all income levels, and, 3, we intend to do

  24     even more in the future, as evidenced by our

  25     community commitment.



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   2               Let me first address lending.  In the

   3     eight areas around the country where we serve

   4     the local retail banking market, we have a

   5     strong record of lending to all segments of the

   6     community.  In 1997 in those markets we

   7     provided $9 billion of credit to low and

   8     moderate-income consumers, to small businesses

   9     and to organizations engaged in community

  10     economic development.

  11               We are particularly proud of our

  12     commitment to our local neighborhoods.  Since

  13     their emergence thirty years ago, we have

  14     partnered with local community development

  15     organizations, combining their knowledge of

  16     local community needs with our human and

  17     financial resources.

  18               Today our program is significantly

  19     expanded, and Citibank's community development

  20     lending supports affordable and special needs

  21     housing, small business and economic

  22     development, health and human services, as well

  23     as the educational and cultural activities in

  24     LMI communities.

  25               New community development lending



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   2     originations in 1997 in all US Citibank markets

   3     totaled $238 million versus $146 million the

   4     year before, up 63 percent.

   5               Of the 1997 lending, 42 percent was

   6     in metropolitan New York, Citibank's largest US

   7     marketplace.  Here in New York our lending

   8     commitments have doubled over the last two

   9     years to $100 million in 1997.

  10               We apply a comprehensive strategy

  11     based on building strategic partnerships with

  12     nonprofit, government and other financial

  13     partners to respond to the specific needs of

  14     local communities.  In addition to lending,

  15     Citibank employees a range of investment tools.

  16               In 1997, our community investment

  17     portfolio totaled $47 billion, while we made

  18     $26 billion in grants to community and

  19     educational programs.  Citibank has also long

  20     provided the financing that addresses small

  21     business credit needs.  In 1997, nationwide,

  22     Citibank lent approximately $1.9 billion to

  23     small businesses, a total of more than 13,000

  24     loans.  We are especially proud that 10,000 of

  25     these loans were for less than $100,000, the



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   2     loan size most often needed by small

   3     businesses.

   4               What's more, 29 percent of the

   5     dollars lent were in LMI census tracts.  In New

   6     York we provided $768 million in credit to

   7     small businesses.  35 percent of our loans were

   8     for less than $25,000, and 30 percent of the

   9     dollars lent were in LMI census tracts.

  10               Communities are also stabilized

  11     through home ownership.  As early as 1978,

  12     Citibank began to reach out to LMI families

  13     eager to purchase homes through our stretch

  14     mortgage piloted in Brooklyn, the first 10

  15     percent down payment product in New York.

  16               Until 1991, Citibank was a leader in

  17     mortgage financing, but the economic downturn

  18     in the early '90s and the collapse of the real

  19     estate market forced us to restructure and cut

  20     back on our lending.  We regained momentum in

  21     1996 and 1997.

  22               In 1997, Citibank made a 3,000

  23     HMDA-reportable loans for a total of $9.5

  24     billion, almost a 50 percent increase from the

  25     prior year.  Our lending to LMI consumers and



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   2     communities grew even faster, at $1.2

   3     billion -- nearly doubling.

   4               During 1997, Citibank also

   5     dramatically increased its lending to

   6     minorities with $1.5 billion in HMDA-reportable

   7     lending.  Lending to African-Americans doubled

   8     as did lending to Hispanics.

   9               Let me now turn to access to

  10     financial services.  Citibank has made a deep

  11     commitment to the use of technology to increase

  12     choice and convenience for all customers.  We

  13     introduced the first ATMs in 1977.  Since then,

  14     we have expanded the use of telephone access as

  15     well as PC banking.

  16               Our data on customer usage patterns

  17     show that across all income levels, customers

  18     increasingly perform their financial

  19     transactions outside a branch, on the phone,

  20     through a PC or at an ATM.

  21               Customers who live in low and

  22     moderate income census tracts do not differ

  23     significantly in their usage from the rest of

  24     our customers.

  25               Our data show that these customers



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   2     perform 76 percent of their transactions

   3     outside a branch, versus 80 percent for all

   4     customers, and 25 percent on the phone or the

   5     PC, versus 30 percent for all customers.

   6               Because consumers use the branch less

   7     frequently, the quality has to be uniformly

   8     great.  Our branches have been recently

   9     upgraded with better training for our people,

  10     better and more user friendly technology and

  11     longer hours.

  12               Two years ago, in New York we closed

  13     a number of branches and converted several to

  14     Citicard Banking Centers, while renovating and

  15     upgrading the remaining branches.  When we

  16     started this process, 16 percent of our

  17     branches were located in LMI census tracts.

  18     Today, 22 percent of our branches are located

  19     in LMI tracts.

  20               And we continue to open different

  21     kind of specialized stores like our new manned

  22     electronic banking facility on Burnside Avenue

  23     in the Bronx, a loan store in Harlem, both of

  24     which will open this summer, and a retirement

  25     store in Oakland, California.



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   2               Electronic benefits transfer is

   3     another innovation which has opened a new

   4     opportunity for us to serve low income people.

   5     The most important benefit for EBT recipients

   6     may well be the ability to participate in the

   7     mainstream world of electronic banking and

   8     payments systems.

   9               We're encouraging customers to use

  10     technology and alternative access points in two

  11     ways, pricing and education.  In New York we

  12     eliminated fees for our ATMs, PC banking, and

  13     telephone bill payment.

  14               With regard to education, we have

  15     multilingual hosts to assist us in branch

  16     customers and a unit of full-time educators who

  17     give seminars on banking, credit and

  18     technology.  Each year we conduct roughly four

  19     hundred seminars on sight, with nonprofits and

  20     at schools across New York.

  21               We also support a number of nonprofit

  22     organizations dedicated to improving education

  23     and job skills training through technology in

  24     our schools including Classroom, Inc., City

  25     Tech, and Junior Achievement.



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   2               Finally, let me talk about our ten

   3     year $115 billion lending and investment

   4     commitment.  Our Citigroup commitment is a

   5     national pledge that responds to our community

   6     partners by focusing on lending and investing,

   7     financial literacy and insurance.

   8               We will execute the commitment by

   9     working with our community partners.  We will

  10     also aggressively market these products

  11     ourselves.  We seek to increase this lending in

  12     all our markets, being responsive to each of

  13     them individually.  We will report publicly on

  14     how we're doing on an annual basis.

  15               Citigroup built its pledge through

  16     conversations with some 300 community

  17     organizations across the country.  They told us

  18     they wanted to ensure that we would remain an

  19     active partner through community development

  20     lending and investing; increasing our small

  21     business and mortgage lending; expanding our

  22     work in financial literacy; and offering

  23     greater access to insurance.

  24               Our pledge was also designed as a

  25     challenge to our business.  To meet our



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   2     targets, we must grow the areas our community

   3     partners are particularly concerned about,

   4     mortgages, small business and community

   5     development lending, at an average annual rate

   6     of eight to ten percent over the ten-year

   7     period, and social investing must average over

   8     12 percent growth per year.  We believe this

   9     pledge is a very aggressive commitment.

  10               The commitment is more than numbers

  11     and growth rates.  It includes insurance for

  12     the first time, as Chuck Prince described.  It

  13     also addresses financial literacy, a critical

  14     need of consumers of all income levels.

  15               Let me close by saying that we

  16     believe we have done a great job of meeting the

  17     credit and convenience needs of the communities

  18     where we accept deposits, as required by CR A.

  19     And beyond that, we also believe we have met

  20     the test of being an excellent corporate

  21     citizen in all the communities where we do

  22     business.

  23               But we intend to do more.  We intend

  24     to use the resources of the combined company to

  25     improve the financial lives of all customers as



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   2     well as the communities in which we operate.

   3     We will do this primarily through our business,

   4     offering quality banking services, loans,

   5     insurance, and investments, and participating

   6     in the financing of community improvements.

   7               We will also continue to innovate to

   8     expand access to financial services and

   9     information so individuals and family of even

  10     modest means can improve their economic well

  11     being.

  12               We have listened to our community

  13     partners, those organizations which work

  14     everyday in our communities.  Many of them are

  15     speaking at this meeting, and we thank them.

  16     We intend to continue to listen to them and to

  17     work with them.

  18               Thank you for your time this morning.

  19               MR. LONEY:  Thank you.  Do we have

  20     questions from the panel?

  21               MR. ALVAREZ:  I have a couple of

  22     questions.  Mr. Prince, you mentioned in your

  23     opening remark the requirement of the Bank

  24     Holding Company Act that the organization

  25     combined organizations conform the nonbanking



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                                                                35
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   2     activities to the limitations of the Act.  In

   3     particular you noted that insurance

   4     underwriting is not a permissible activity at

   5     this point.

   6               If the current law is not changed,

   7     can Travelers Group, combined Travelers Group

   8     realistically meet the requirements of the Bank

   9     Holding Company Act and how will the proposed

  10     costs marketing services that you hope to do

  11     affect the ability of the company to meet those

  12     requirements?

  13               MR. PRINCE:  The companies within

  14     Travelers Group and companies within the

  15     combined Citigroup are operated at separate

  16     independently viable company.

  17               Each company is separately staffed,

  18     separately organized, has its own board of

  19     directors.  The company in the insurance

  20     business, Travelers Property Casualty, for

  21     example, is not only separately organized, it

  22     is already publicly held in part.  It's already

  23     listed on New York Stock Exchange, and the

  24     companies will continue to be operated in that

  25     fashion.



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   2               The cross-marketing activities will

   3     not involve any combination of the company

   4     staff or organizations in a way which would

   5     prevent the orderly restructuring of the

   6     company in the event that were to become

   7     necessary.

   8               So the short answer to your question,

   9     Mr. Alvarez, I believe is that, yes, we would

  10     be able to comply with the requirement even if

  11     the law did not change, and if it became

  12     necessary at some point, for example, to spin

  13     off the insurance companies they would be

  14     strong independently viable companies, and our

  15     company would continue to be strong and

  16     independently viable, and there is nothing in

  17     the cross-marketing that would change any much

  18     that.

  19               MR. ALVAREZ:  I had another question.

  20     A number of comments have been expressed

  21     concerned that the wind Travelers Citigroup

  22     would as far as loan marketing individuals and

  23     communities be concerned perhaps be worse than

  24     the sum of the parts of the two organizations

  25     in part because the new organization might



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   2     target low and moderate income and minority

   3     individuals in communities from marketing

   4     higher cost lending and higher cost insurance

   5     products.

   6               How is it that Citigroup if this

   7     transaction is improved, would insure that all

   8     individuals in all communities will have access

   9     to the full range of products, including lower

  10     cost products that might be available through

  11     the organization?

  12               MS. FLAHERTY:  I guess I would first

  13     say that the record shows with regard to

  14     Citibank and with regard to Travelers that, and

  15     I can certainly speak more specifically to

  16     Citibank, that we already do today provide

  17     extensive credits to low and moderate income

  18     communities and we have made a pledge to

  19     continue to do that going forward.

  20               MR. ALVAREZ:  Ms. Flaherty, you

  21     mentioned that Citicorp has closed branches in

  22     the past.

  23               Are any branch closing proposed as

  24     part of this transaction?

  25               MS. FLAHERTY:  No.



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   2               MR. ALVAREZ:  One final question from

   3     me.  Travelers Group made several commitments

   4     and were subject to several conditions in an

   5     order by the OCS when it applied to acquire its

   6     thrift.  What would be the status of those

   7     commitments going forward if this transaction

   8     is approved because Travelers Group would no

   9     longer be subject to the OCS?

  10               MS. FLAHERTY:  We intend to continue

  11     to meet those commitments.

  12               MS. MC CALL:  I have a question.  We

  13     would be very interested in the Department in

  14     receiving a little more detail on the very

  15     large commitment that you made, the breakdown

  16     that is available.

  17               MS. FLAHERTY:  I'll be happy to do

  18     that.

  19               MR. LONEY:  Any other questions from

  20     the panel?  If not, I will thank you very much.

  21               MS. FLAHERTY:  Thank you very much.

  22               MR. REED:  Thank you.

Last update: December 3, 2010