Citi to Acquire Bisys Group, Inc.

Citi today announced it has signed an agreement to acquire Bisys
Group, Inc. for $1.45 billion in an all-cash transaction. Bisys'
shareholders will receive merger consideration of $11.85 per share,
and a special dividend of $0.15 to be paid at the closing of the
transaction by Bisys, for a total consideration of $1.47 billion. By
acquiring and retaining the Investment Services Division of Bisys,
which includes the Fund Services and Alternative Investment Services
businesses, Citi will become a market leading provider of hedge fund
and mutual fund services as well as a top-tiered administrator for the
private equity industry.

At closing, Citi will sell the Retirement and Insurance Services
Divisions of Bisys to affiliates of J.C. Flowers & Co. LLC, making the
net cost of the transaction to Citi approximately $800 million.

"Bisys and Citi are a great fit. Bisys' Investment Services
division propels Citi into a market leading position in hedge fund
administration and mutual fund servicing, and integrating it into
Citi's global network will extend our full service client platform and
reaffirm our focus on serving the needs of high growth markets
including private equity and hedge funds," said Michael Klein,
Co-President of Citi Markets & Banking. "Bisys' clients will now have
access to the full suite of Citi's industry leading banking and
capital markets solutions."

"In addition to demonstrating Citi's continued commitment to
investing in high-growth areas of our business, this acquisition
enhances our fund of fund and mutual fund servicing capabilities while
establishing Citi as a leading provider of private equity fund
services. Citi is committed to integrating this new operation into a
world class, scaleable business and enhancing our innovative service
offering to new and existing Citi clients," said Tom Maheras,
Co-President of Citi Markets & Banking.

"Citi will enable us to offer our clients access to the full
platform of capital markets and global banking solutions," said Robert
Casale, Chairman of the Board, Interim President & CEO at Bisys Group,
Inc. "The combination of Citi's expertise, resources and client
relationships with our operational capabilities, client base and
experience in the mutual fund and alternative investments arena will
be very formidable."

The transaction is expected to close in the second half of this
year and is subject to Bisys shareholder approval and to regulatory
approvals in the United States, Ireland and Bermuda. The transaction
is expected to be neutral to earnings per share in the first year and
accretive thereafter.

Citi's Investment Bank was sole advisor to Citi on this
transaction.

About Citi

Citi is the most complete financial partner to corporations,
financial institutions, institutional investors and governments in the
world. As a global leader in banking, capital markets, and transaction
services, with a longstanding presence in more than 100 countries,
Citi enables clients to achieve their strategic financial objectives
by providing them with cutting-edge ideas, best-in-class products and
solutions, and unparalleled access to capital and liquidity. Citi also
provides a broad range of financial products and services to
individuals through brand names including Citi Smith Barney, Citibank,
and Banamex. Additional information may be found at www.citigroup.com
or www.citi.com.

About J.C. Flowers & Co. LLC

J.C. Flowers & Co. LLC, based in New York, is a private equity
firm focused solely on the financial services sector. Its latest fund
has over $7 billion in commitments from investors.

About Bisys Group, Inc.

The BISYS Group, Inc. (NYSE: BSG) provides outsourcing solutions
that help investment firms and insurance companies to more efficiently
serve their customers, grow their businesses, and respond to evolving
regulatory requirements. Its Investment Services group provides
administration and distribution services for mutual funds, hedge
funds, private equity funds, retirement plans, separately managed
accounts, and other investment products. Through its Insurance
Services group, BISYS is the nation's largest independent wholesale
distributor of life insurance and a leading independent wholesale
distributor of commercial property/casualty insurance, long-term care,
disability, and annuity products. Additional information is available
at www.bisys.com.