November 1, 2010

Exhibit 10.41.2

November 1, 2010

To:        Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000   Xxxxxx Xxxxxx Department of the Treasury
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000

Ladies and Gentlemen:

     This letter agreement is being executed and delivered to confirm and set forth the terms and conditions of an agreement among Xxxxxx Xxxxxxx & Co. Incorporated, as sales agent and/or principal (the “Manager”) and Citigroup Inc., a Delaware corporation (the “Company”), relating to the Equity Distribution Agreement, dated April 26, 2010 (the “Agreement”), among the Manager, the Company and the United States Department of the Treasury, as selling stockholder (the “Selling Stockholder”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

The Company hereby informs the Manager and the Selling Stockholder that the Company’s representation set forth in Section 1(a)(v)(B)(3) of the Agreement (the “ineligible issuer representation”) was, and will continue to be, inaccurate on and after October 19, 2010.

The Manager hereby agrees that (1) with respect to Section 2(d) of the Agreement, (a) the Company shall not be deemed to have affirmed the ineligible issuer representation at any time on or after October 19, 2010, and (b) the Manager’s obligation to use its commercially reasonable efforts to sell the Shares on behalf of the Selling Stockholder as sales agent shall not be subject to the continuing accuracy of the ineligible issuer representation, and (2) with respect to Section 8(f) of the Agreement, the ineligible issuer representation shall not remain operative or in full force and effect on any date on or after October 19, 2010.

Each party hereto agrees and acknowledges that the Agreement, including the representations and warranties of the Company and the Selling Stockholder, as modified by this letter agreement, is in all respects ratified and confirmed.

Please evidence your acknowledgement of and agreement with the foregoing by executing and returning a duplicate of this letter agreement.

	Very truly yours,
	CITIGROUP INC.
	By:	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Chief Financial Officer

Acknowledged and agreed to as of the date first above written:

XXXXXX XXXXXXX & CO. INCORPORATED
By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Managing Director
UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Acting Assistant Secretary for
		Financial Stability and Chief Counsel