Citicorp and Travelers Group have made their first pass at a top- management structure for the new Citigroup, an initial indication of how the two organizations would meld.

A memo that the companies issued Wednesday, a month since announcing their $70 billion merger plan, had more names on it from Citicorp and Citibank than from Travelers.

But six people, four of them from Travelers, would be in charge of the three principal customer-defined business groups-consumer, corporate and investor, and asset management-reporting to co-chief executive officers John S. Reed of Citicorp and Sanford I. Weill of Travelers.

Travelers' president and chief operating officer, James Dimon, would get the title of president of Citigroup while also running the global corporate and investor business with Deryck Maughan of Salomon Smith Barney and Victor Menezes of Citicorp. Mr. Menezes would add the new title of president, Citibank.

The most detailed list of appointments was disclosed in consumer banking. William I. Campbell, Citi's global consumer chief, would retain strategic and international responsibilities, with six Citibank people reporting to him.

Travelers vice chairman Robert I. Lipp, a onetime Chemical Bank executive, would take charge of North American operations, with both Citicorp and Travelers executives heading a mix of banking and nonbanking business lines.

Thomas W. Jones of Travelers would be CEO of asset management, with Peter Carman of Citicorp as chief investment officer.

Overall, analysts viewed the announcement as an interweaving of the two giant companies without significantly altering the composition of management or providing many clues as to the personality of Citigroup.

"They just combined the management teams," said Bradley Ball, an analyst at Credit Suisse First Boston. "They haven't given any clarity on who will ultimately have authority over the future of the company."

But Mr. Ball and others said a question about succession appeared to be addressed with the presidential designation of "Jamie" Dimon, a longtime Travelers executive and protege of Mr. Weill.

Mr. Dimon's responsibilities are to include financial management and review functions. Heidi Miller, currently chief financial officer at Travelers, would take on that role at Citigroup and report to Mr. Dimon.

Mr. Ball said investors should react favorably to the financial appointments because "Travelers has had a better reputation for and a focus on costs and running a lean operation."

Even with both sides amply included in this first cut, "Citigroup shapes up as something totally new," said Seamus McMahon, executive vice president of First Manhattan Consulting Group. "It is an integrated supplier and distributor, like Home Depot, that offers a tremendous selection of products and distribution capabilities at low cost."

In a joint statement, Mr. Reed and Mr. Weill said their designations were meant to "capitalize on the unique management strengths and talents of both organizations" and "foster maximum cooperation."

Citicorp vice chairman Paul J. Collins, who is in charge of the transition effort, would be vice chairman of Citigroup. Citi's two other vice chairmen, William R. Rhodes and H. Onno Ruding, would continue to be vice chairmen of Citibank, with global commercial oversight.

Mr. Menezes, a Citi veteran who was most recently chief financial officer, would oversee global corporate banking, including traditional lending activities. He would have Citibankers Dennis Martin, in emerging markets, and Robert McCormack, global relationship banking, reporting to him.

Alongside Mr. Menezes in the global corporate and investor area, Mr. Dimon and Mr. Maughan would remain co-chairmen and chief executive officers of Salomon Smith Barney, overseeing investment banking for the combined company.

Among the Citi veterans in Mr. Campbell's global consumer area are Shaukat Aziz, private banking; Brian Ruder, consumer marketing; and Kevin Newman, global distribution.

Mr. Lipp, besides continuing as chairman of Travelers Property Casualty Co., which would be 83% owned by Citigroup, would have Citibankers Carl Levinson in mortgages, Steve Ligouri in branch banking, and Sami Siddiqui in credit cards reporting to him.

Two of Citicorp's high-level 1997 hires from outside the industry-Mary Alice Taylor from Federal Express Corp. and Edward Horowitz from Viacom Inc.-would keep their operations and technology roles.

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