Alpha RESULTS - Series (2009 - A02)

The initial and general offer period for this series of Alpha RESULTS has closed and no further application monies will be accepted

Indicative Terms

Series (2009 - A02)
Maturity: 29 November 2010
Currency: AUD
Conditional Capital Protection
Type: Deferred Purchase Agreement
ASX codes: RAYSOE, RAYSOF, RAYSOG, RAKSOE, RAKSOF, RAKSOG

Arranger	Alpha Structured Investments Pty Limited
Issuer	Citigroup Global Markets Australia Pty Limited
Guarantor	Citigroup Inc.
Product	Alpha RESULTS
Investment	Alpha RESULTS is an agreement between the Investor and the Issuer governed by the Terms.
Series	A series of Units in Alpha RESULTS issued under this PDS, commencing with Series (2009 – A01). The details of any subsequent Series will be set out in a supplementary product disclosure statement available from Alpha at www.alpha-invest.com.au if you are an AFSL holder or the Issuer at www.citifirst.com.au/alpha_results.html and the ASX on www.asx.com.au if you are not an AFSL holder.
RESULTS Strategy Investments	The Investor can select from and invest in up to three RESULTS Strategies and up to three Reference Asset Portfolios in the Application Form. Each RESULTS Strategy Investment is a combination of one Reference Asset Portfolio and one RESULTS Strategy.
Investment Amount	The total amount paid in respect of an Investment by the Investor to the Issuer by the relevant Initial Offer Closes or Purchase Date (as applicable).
RESULTS Strategy	Each of the following is a "RESULTS Strategy": RESULTS Blend Strategy RESULTS Income Strategy RESULTS Growth Strategy Each RESULTS Strategy offers different terms and benefits, as set out below.
RESULTS Blend Strategy	This strategy provides the Investor with: Income Return: cash payment monthly in arrears on the Income Payment Dates; Growth Return: cash payment on the Settlement Date if a Barrier Event does not occur; Growth Return Bonus: 50% of the positive performance of the Lowest Priced Reference Asset exceeding 100% plus the Growth Return, due as a cash payment on the Settlement Date if a Barrier Event does not occur; Conditional Capital Protection: the Investor will receive the Issue Price per Unit for each Unit held on Maturity if a Barrier Event and Early Maturity do not occur²; and Income Allocation = 50%, Growth Allocation = 50%.
RESULTS Income Strategy	This strategy provides the Investor with: Income Return: cash payment monthly in arrears on the Income Payment Dates; Conditional Capital Protection: the Investor will receive the Issue Price per Unit for each Unit held on Maturity if a Barrier Event and Early Maturity do not occur²; and Income Allocation = 100%, Growth Allocation = 0%.
RESULTS Growth Strategy	This strategy provides the Investor with: Growth Return: cash payment on the Settlement Date if a Barrier Event does not occur; Growth Return Bonus: 100% of the positive performance of the Lowest Priced Reference Asset exceeding 100% plus the Growth Return, due as a cash payment on the Settlement Date if a Barrier Event does not occur; Conditional Capital Protection: the Investor will receive the Issue Price per Unit for each Unit held on Maturity if a Barrier Event and Early Maturity do not occur²; and Income Allocation = 0%, Growth Allocation = 100%.
Reference Asset and Reference Asset Portfolio	Each of the following is a "Reference Asset Portfolio" and each of the assets that comprise the Reference Asset Portfolio is a "Reference Asset":
	Portfolio A: Diversified A		Portfolio B: Diversified B		Portfolio C: Asian Growth
	BHP	BHP Billiton Limited	RIO	Rio Tinto Limited	BHP	BHP Billiton
	WBC	Westpac Banking Corporation	WES	Wesfarmers Limited	RIO	Rio Tinto Limited
	QBE	QBE Insurance	ORG	Origin Energy Limited	WPL	Woodside Petroleum Limited
	TLS	Telstra Corporation Limited	GPT	GPT Group	2823.HK	iShares FTSE/ Xinhua A50 China Tracker
	Each of the following is a "Reference Asset Portfolio" and each of the assets that comprise the Reference Asset Portfolio is a "Reference Asset" in relation to Series (2009 – A02):
	Portfolio D: Diversified D		Portfolio E: Diversified E		Portfolio F: Resources
	BHP	BHP Billiton Limited	AMP	AMP Limited	AGK	AGL Energy
	QBE	QBE Insurance Group Limited	ANZ	Australia and New Zealand Banking Group Limited	BHP	BHP Billiton Limited
	WBC	Westpac Banking Corporation	RIO	Rio Tinto Limited	RIO	Rio Tinto Limited
	WOW	Woolworths Limited	SUN	Suncorp-Metway Limited	STO	Santos Limited
			WDC	Westfield Group	WPL	Woodside Petroleum Limited
	Investors should note that the risks associated with each Reference Asset Portfolio are different. The Reference Assets that comprise each Reference Asset Portfolio do not carry the same degree of risk. Investors should assess whether the risks associated with each Reference Asset Portfolio is appropriate for them.
Income Return³	In respect of each Reference Asset Portfolio the Income Return (which applies to the RESULTS Income Strategy and the RESULTS Blend Strategy) is a simple (non-compounding) rate of return payable monthly in arrears for the relevant Term. The Income Return will be set by the Issuer on the relevant Issue Date and specified in the Confirmation but will not be less than the Minimum Income Return specified in the table below. As at the date of this PDS, the indicative Income Return in respect of Series (2009 - A01) is also specified in the table below:
	Reference Asset Portfolio		Minimum Income Return		Indicative Income Return at the date of this PDS
	Portfolio A: Diversified A		13.50%		15.00%
	Portfolio B: Diversified B		23.00%		26.00%
	Portfolio C: Asian Growth		12.60%		15.60%
	As at 2 November 2009, the indicative Income Return in respect of Series (2009 - A02) is specified in the table below:
	Reference Asset Portfolio		Minimum Income Return		Indicative Income Return at 2 November 2009
	Portfolio D: Diversified D		10.00%		11.50%
	Portfolio E: Diversified E		17.00%		20.00%
	Portfolio F: Resources		10.00%		11.80%
Growth Return³	If a Barrier Event does not occur on or prior to the relevant Maturity Date, in respect of each Reference Asset Portfolio the Growth Return (which applies to the RESULTS Growth Strategy and the RESULTS Blend Strategy) is a simple (non-compounding) rate of return payable in cash on the Settlement Date. The Growth Return will be set by the Issuer on the relevant Issue Date and specified in the Confirmation but it will not be less than the Minimum Growth Return specified in the table below. As at the date of this PDS, the indicative Growth Return in respect of Series (2009 - A01) is also specified in the table below:
	Reference Asset Portfolio		Minimum Growth Return		Indicative Growth Return at the date of this PDS
	Portfolio A: Diversified A		19.00%		21.50%
	Portfolio B: Diversified B		48.00%		52.00%
	Portfolio C: Asian Growth		20.00%		26.00%
	As at 2 November 2009, the indicative Growth Return in respect of Series (2009 - A02) is specified in the table below:
	Reference Asset Portfolio		Minimum Growth Return		Indicative Growth Return at 2 November 2009
	Portfolio D: Diversified D		12.00%		14.50%
	Portfolio E: Diversified E		31.00%		35.00%
	Portfolio F: Resources		12.00%		14.80%
	Note that no Growth Return is payable if a Barrier Event has occurred.
Growth Return Bonus³	The Growth Return Bonus applies to the RESULTS Growth Strategy and the RESULTS Blend Strategy. If: a Barrier Event does not occur on or prior to the relevant Maturity Date; and the Percentage Performance of the Lowest Priced Reference Asset on the relevant Maturity Date > (100% + Growth Return), then in respect of the selected Reference Asset Portfolio, the Growth Return Bonus equals the positive performance of the Lowest Priced Reference Asset exceeding 100% plus the Growth Return, due as a cash payment on the Settlement Date if a Barrier Event does not occur.
Barrier Event	A Barrier Event occurs if any Reference Asset in the selected Reference Asset Portfolio has an Official Closing Price at or below 60% of its Initial Price at any time from the relevant Issue Date up to and including the relevant Maturity Date.
Initial Offer Closes	5:00 pm on 11 September 2009, in respect of Series (2009 - A01) and 5:00 pm on 20 November 2009, in respect of Series (2009 - A02). In respect of a subsequent Series the ‘Initial Offer Closes’ will be 5:00 pm on such date notified in a supplementary product disclosure statement available from Alpha at www.alpha-invest.com.au if you are an AFSL holder or the Issuer at www.citifirst.com.au/alpha_results.html and the ASX on www.asx.com.au if you are not an AFSL holder.
Issue Date	18 September 2009, in respect of Series (2009 - A01) and 27 November 2009, in respect of Series (2009 - A02). In respect of a subsequent Series, the ‘Issue Date’ will be such date notified in a supplementary product disclosure statement available from Alpha at www.alpha-invest.com.au if you are an AFSL holder or the Issuer at www.citifirst.com.au/alpha_results.html and the ASX on www.asx.com.au if you are not an AFSL holder. The Issue Date will also be specified in the Confirmation.
Term	12 months, in respect of Series (2009 - A01) and Series (2009 - A02). In respect of a subsequent Series, the ‘Term’ will be such period as notified in a supplementary product disclosure statement available from Alpha at www.alpha-invest.com.au if you are an AFSL holder or the Issuer at www.citifirst.com.au/alpha_results.html and the ASX on www.asx.com.au if you are not an AFSL holder. The Term will also be specified in the Confirmation.
Maturity Date	20 September 2010, in respect of Series (2009 – A01) and 29 November 2010, in respect of Series (2009 – A02). In respect of a subsequent Series, the ‘Maturity Date’ will be the date after the relevant Issue Date on which the relevant Term expires and notified in a supplementary product disclosure statement available from Alpha at www.alpha-invest.com.au if you are an AFSL holder or the Issuer at www.citifirst.com.au/alpha_results.html and the ASX on www.asx.com.au if you are not an AFSL holder. The Maturity Date will also be specified in the Confirmation.
Denomination	Australian Dollars (AUD)
Issue Price per Unit	AUD 1.00
General Offer Period	In respect of each Series, a General Offer Period is a period during which Investors can invest in any of the RESULTS Strategy Investments after the relevant Issue Date. Any such Investment will be for the balance of the relevant Term, so that it expires on the same Maturity Date as all other Investments in that Series. The General Offer Period is 21 September 2009 to 9 August 2010 in respect of Series (2009 – A01) and 30 November 2009 to 18 October 2010 in respect of Series (2009 – A02). In respect of a subsequent Series, the ‘General Offer Period’ will be the period commencing 1 Business Day after the relevant Issue Date and finishing 30 Business Days prior to the relevant Maturity Date as notified in a supplementary product disclosure statement available from Alpha at www.alpha-invest.com.au if you are an AFSL holder or the Issuer at www.citifirst.com.au/alpha_results.html and the ASX on www.asx.com.au if you are not an AFSL holder. During the General Offer Period of any Series, Units will be issued at the Purchase Price per Unit. Also, during the General Offer Period applications will be processed on a weekly basis or such other timing determined by the Issuer in its discretion in consultation with the Arranger. If you are an AFSL holder please contact Alpha to obtain the details for the processing of Applications during the General Offer Period. The General Offer Period may include dates where Citigroup Inc. (S&P A (Stable), Moody‘s A3 (Stable), Fitch A+ (Stable) as at the date of the PDS) may have earnings releases and potential corporate actions that may adversely affect the credit quality of Alpha RESULTS. By investing in Alpha RESULTS, the Investor acknowledges the above. For more details please refer to Section 2 of this PDS.
Purchase Price per Unit	The market price of the Units determined by the Issuer at the time of issue of Units on the Purchase Date. Note that the Purchase Price per Unit may not be the same as the Issue Price per Unit. The prevailing Purchase Price per Unit before the Purchase Date will be available from the Issuer or your licensed financial adviser. Potential Investors should not make an investment decision without considering that prevailing Purchase Price per Unit.
Purchase Date	A date (after the relevant Issue Date) in any given week during the General Offer Period in which the Issuer receives cleared funds from the Investor and on which the Issuer issues Units in a Series.
Minimum Investment Amount	AUD 20,000 per Application relating to a single RESULTS Strategy Investment. If the Application relates to more than one RESULTS Strategy Investment, then the Minimum Investment Amount per RESULTS Strategy Investment is AUD 10,000 and multiples of AUD 5,000 per RESULTS Strategy Investment thereafter.
Conditional Capital Protection²	In respect of each Alpha RESULTS, the Investment Amount is conditionally capital protected to the extent that a Barrier Event and Early Maturity do not occur and the Alpha RESULTS are held on the relevant Maturity Date. Investors should consider the Conditional Capital Protection risk and credit risk in Section 2 of this PDS.
Initial Price	The Official Closing Price of a Reference Asset on the relevant Issue Date.
Reference Price	The Official Closing Price of a Reference Asset as at the date on which it is observed after the relevant Issue Date (including the Maturity Date).
Lowest Priced Reference Asset	The Reference Asset within the relevant Reference Asset Portfolio with the lowest Percentage Performance.
Percentage Performance	In respect of each Reference Asset, Percentage Performance = Reference Price / Initial Price
Delivery Asset	Ordinary shares in Westpac Banking Corporation (ASX code: WBC), in respect of Series (2009 - A01) and Series (2009 – A02). In respect of a subsequent Series, the ‘Delivery Asset’ will be notified in a supplementary product disclosure statement available from Alpha at www.alpha-invest.com.au if you are an AFSL holder or the Issuer at www.citifirst.com.au/alpha_results.html and the ASX on www.asx.com.au if you are not an AFSL holder.
Fees	Financial Adviser Fee – An upfront fee payable by the Issuer of up to 2.20% (including GST) of the Notional Exposure Amount. Arranger Fee – An upfront fee payable by the Issuer of up to 1.65% (including GST) of the Notional Exposure Amount. These fees will be paid by Citi at no additional cost to Investors.
Investment Rollover	If at Maturity the Investor elects to take advantage of the Agency Sale Arrangement, the Investor can choose to reinvest the proceeds from the sale of the Delivery Assets into a subsequent Series (if available). For more details, please refer to page 12 of the PDS.
Quotation	Alpha RESULTS Series (2009 – A01) is able to be traded on the ASX. The Issuer will apply for the official quotation of Alpha RESULTS (2009 – A02) within 7 days after the date of the SPDS dated 2 November 2009 to enable trading on the ASX.

² The Conditional Capital Protection only applies to Investments held on the relevant Maturity Date and provided no Early Maturity or Barrier Event occurs. Conditional Capital Protection safeguards Alpha RESULTS from market risks but is subject to the credit worthiness of Citigroup Global Markets Australia Pty Limited and Citigroup Inc. For more details, please refer to Section 2 of this PDS.

³ Potential returns in Alpha RESULTS are linked to the Lowest Priced Reference Asset. Hence Investors should be aware that their exposure is not based on the average performance of the relevant Reference Asset Portfolio and therefore the negative performance of one Reference Asset may not be offset by the positive performance of other Reference Assets within that portfolio.

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