This 6-year AUD denominated Market Linked Investment (MLI) is linked to the performance of a Reference Basket of the following equally weighted Australian and global equity indices:

Index	Currency	Weight
S&P/ASX 200	AUD	50%
MSCI World Index	USD	50%

The MLI offers the potential for capital growth linked to the performance of the Basket, along with the safety of 100% capital protection on the Maturity Date. The weighting of each Index in this calculation is in proportion to its weighting in the Basket. Capital protection only applies to investments held for the full-term until the Maturity Date and provided no Early Maturity Events occur.

At Maturity investors will receive 100% of their initial investment plus participation (at the “Participation Rate”) in the weighted averaged upside performance (if any) of the Basket above the initial Basket Level on the Issue Date (the “Basket Performance”). The Basket Performance is uncapped and is calculated by taking the average of the weighted Basket Level at each quarterly Observation Date for the 6-year life of the MLI compared with the initial Basket Level on the Issue Date. Where the observed Basket Level is lower than the initial Basket Level on any Observation Date, the Basket Level used to calculate the Basket Performance will be the initial Basket Level.

Investment Objectives

You Seek	You can Accept
Exposure to Australian and global equity markets	A holding period of 6 years
100%capital protection at Maturity	The possibility of losing part of the initial InvestmentAmount if the MLI is not held to Maturity
Potential for capital growth	The risks associated with investing in Australianand global equity indices
A medium-term market-linked investment	The possibility that returns could be less than the return you could earn on other investments
Access to global equities without currency risk	The risks associated with investing in medium-term financial products

Summary Terms
Series Number	Series 2004-02
Issuer	Citigroup Global Markets Australia Pty Limited ("Issuer" or “CGMA”)
Reference Index (the Basket)	50% S&P/ASX 200 (Reuters: .AXJO); and 50% MSCI World Index (Reuters: .MSCIWO)
Offer Opens	8 March 2004
Offer Closes	7 May 2004 at 5:00 pm
Issue Date	14 May 2004
Maturity Date	14 May 2010
Term of Investment	6 Years
Denomination	Australian Dollars
Investment	Units in the MLI with an Investment Amount of AUD 1.00. Each AUD 1.00 of the Investment Amount will constitute one Unit of the MLI. Please note "Units" when used in this document are not units in a managed investment scheme
Issue Price	AUD 1.00 per Unit
Minimum Investment Amount	AUD 5,000 and in multiples of AUD 1,000 above that amount
Capital Protection	Investors are guaranteed by the Issuer that the value of each Unit on the Maturity Date will be at least equal to the Issue Price (subject to certain restrictions as described on page 8 of the Master Terms)
Participation Rate	170%
Basket Performance (the Marked Linked Performance)	The Basket Performance of the MLI is calculated by averaging the weighted performance of the Basket from the Issue Date to each Observation Date. Please refer to the "Basket Performance" formula set out in clause 15 of the Terms (Section 9 of the Master Terms)
Observation Dates	16 August 2004, 15 November 2004, 14 February 2005, 16 May 2005, 15 August 2005, 14 November 2005, 14 February 2006, 15 May 2006, 14 August 2006, 14 November 2006,  14 February 2007, 14 May 2007, 14 August 2007, 14 November 2007, 14 February 2008, 14 May 2008, 14 August 2008, 14 November 2008, 17 February 2009, 14 May 2009, 14 August 2009, 16 November 2009, 16 February 2010, 14 May 2010
Final Value per Unit	The Final Value per Unit on the Maturity Date will be the higher of the: (a) the Issue Price, AUD 1.00; or (b) the amount calculated as AUD 1.00 x [1 + ( Participation Rate x Basket Performance)]
Delivery Asset	Units in the StreetTRACKS‚ S&P/ASX 200‚ Fund
Distributor Fees	0.40% per annum (including GST) of the initial Investment Amount paid quarterly in arrears
Financial Adviser Fees	(a) Upfront fee of 1.00% (including GST) of the initial Investment Amount (b) Trailing fee of 0.45% per annum (including GST) based on the initial Investment Amount, payable in quarterly instalments in arrears

This term sheet is a summary only of the terms of the MLI. The actual Terms and Conditions are contained in the Product Disclosure Statement ("Master Terms") dated 19 February 2004. Investors should read and understand the Master Terms prior to making any decision to invest.

Risk Factors

Summary

There are a number of risks associated with the MLI and investments in equity markets generally.

Some of the key risks include:
• Market Risk & Economic Factors
• Performance of the Basket
• Credit worthiness of the Issuer
• Risk of Early Maturity
• Adjustment Events
• Liquidity Risk
• Interest Rates

A more detailed explanation of the risks associated with an investment in the MLI are set out in the Product Disclosure Statement ("Master Terms") dated 19 February 2004.