MLI Coupon Plus - Australian Resources Shares
Deferred Purchase Agreement

AUD Series 2008-07

USD Series 2008-07

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MLI Coupon Plus offers Investors exposure to Australia's fastest growing sector with an attractive fixed coupon paid quarterly until a Call Event occurs. Your return is linked to the performance of 3 of Australia's largest resource stocks these being: BHP Billiton Limited ("BHP"), Lihir Gold Limited ("LGL") and OZ Minerals Limited ("OZL").

The MLI is a short-term investment linked to the performance of the above three Australian resources companies ("Reference Shares"). The Coupon Amounts are paid quarterly regardless of the performance of the Reference Shares until a Call Event occurs. A Call Event is deemed to have occurred on a quarterly Call Event Observation Date if all three Reference Shares close at or above 90% (the "Call Event") of the Initial Price. If a Call Event occurs, the MLI matures and the Final Value per MLI will be 100% of the Issue Price. The investor will also receive the Coupon Amount due on that date. Should one or more Reference Shares close below 90% of the Issue Price, a Call Event will not occur but the quarterly Coupon Amount will be paid.

If on maturity a Call Event has not occurred on any Call Event Observation Date prior to maturity, whether the Final Value per MLI of 100% of the Issue Price is repaid depends on three factors:

If all three Reference Shares close at or above 90% of the Issue Price on the scheduled Maturity Date then a Call Event will occur on the Maturity Date and the Final Value per MLI will be 100% of the Issue Price. In addition, the investor will also be entitled to the final Coupon Amount due on the Maturity Date.
If one or more reference shares close below 90% of the issue price on the scheduled Maturity Date and no Knock-In Event has occurred (i.e. a 40% or greater drop from the Initial Price) at any time during the investment term, the Final Value per MLI will be 100% of the issue price. In addition, the Investor will also be entitled to the initial Coupon Amount due on the Maturity Date.
If a Call Event does not occur on the Maturity Date and a Knock-In Event has occurred (i.e. a 40% or greater drop from initial share price) at any time during the investment term, the Final Value per MLI will reflect the fall in value on the Maturity Date of the Worst Performing Reference Share. The investor will also be entitled to the final Coupon Amount due on the Maturity Date.

Investment Profile

Time Horizon - In Years	1 or Less	2	3	4	5 or more	Open-ended
Risk	Very Low	Low	Moderate	High	Very High	Speculative
Investment Objective	Full Protection	Partial Protection	Conditional Protection	No Protection	Income	Growth

Investment Objectives

Investor Seeks	Investor Can Accept
Enhanced yield and 3 Coupon Payments only if the structure reaches the Maturity Date.	The possibility of having exposure to the Worst Performing Reference Share if a Knock-In Event (closing Reference Price falls below 60% of Initial Price) occurs and a Call Event does not occur (all Reference Shares exceeding 90% of Initial Price on a Call Event Observation Date).*
A short-term investment.	The risks associated with investing in equities and equity linked investments.*
The possibility of a Call Event occurring and receiving the Investment Amount if the Official Closing Price of each Reference Share is equal to or greater than 90% of the Issue Price on a Call Event Observation Date.	The risks associated with investing in short-term financial products.*
	The possibility that returns could be less than the return you could earn on other investments including the actual return on the Reference Shares.*
	An investment structured as a deferred purchase agreement and the ability to accept delivery of shares of BHP Billiton.
	Currency exposure if investing in the USD denominated MLI.
	No dividends to be received on the Reference Shares if any are offered.
	No secondary market will exist for the MLI.

* For more details on risks on investing in the MLI, please refer to Section 2 of the PDS.

Offer Summary

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Risk Factors

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

Conditional Protection
Market Risk & Economic Factors
Credit worthiness of the Issuer
Early Maturity Risk
Event Risk
Liquidity Risk
Interest Rates
Tax
Potential conflicts of Interest
Performance and factors affecting the Reference Shares
Potential Conflicts of interest
Currency Risk
Investment Decisions

A more detailed explanation of the risks associated with an investment in the MLI are set out in the PDS dated 20 August 2008. Investors should read the PDS and consider the Risk Factors before making a decision to invest.

Download

Product Disclosure Statement (pdf 1.25mb)

More Information

For further information on Structured Financial Products contact the Citigroup Equity Structured Products Service Centre.


Phone	:	1 300 30 70 70.
Email	:	australia.warrants@citi.com
Mail	:	GPO Box 40, Sydney NSW 1027

MLI Coupon Plus - Australian Resources Shares Deferred Purchase Agreement