Exhibit 10.10.2 

Aircraft Time Sharing Agreement


     This Aircraft Time Sharing
Agreement (the "Agreement") is made and entered
into as of this 19th day of December, 2012 by and between
Citiflight, Inc., a corporation existing under the laws of the State of Delaware
(“Operator”), and Michael L.
Corbat, an individual (“Lessee”), who together are sometimes also referred to herein
individually as a “Party” or collectively as the
“Parties.” 

WITNESSETH: 

    
WHEREAS, Operator has possession and ownership of the aircraft described
in Section 20 of this agreement (individually and collectively, the “Aircraft”);


    
WHEREAS, Operator desires to lease from time-to-time the Aircraft to
Lessee for Lessee's use on a time sharing basis in accordance with 91.501 of the
FAA’s federal aviation regulations, 14 C.F.R. Parts 1-199 as amended (the
“FARs”); 

    
WHEREAS, Operator employs fully qualified flight crews to operate the
Aircraft on such basis; and 

    
WHEREAS, subject to the terms and conditions herein, Lessee desires to
lease Operator’s Aircraft with flight crew supplied by Operator on a time
sharing basis; 

    
NOW THEREFORE, in consideration of the mutual covenants herein set forth,
the Parties agree as follows: 

    
Section 1 Provision of Program Aircraft. Operator agrees to lease the Aircraft to Lessee on a time
sharing basis in accordance with the provisions of Sections 91.501(b)(6),
91.501(c)(1) and 91.501(d) of the FARs and solely at Operator's discretion,
including, without limitation, Operator's determination of Aircraft availability
according to Section 5 hereof, for the period commencing on the date of execution
hereof and terminating on the earlier of (1) the first anniversary hereof; (2)
the date the Parties elect to terminate this Agreement as hereinafter provided;
or (3) a final determination that there has been a total loss of all of the
Aircraft (the “Term”); provided, however, that this Agreement shall be extended
automatically on a year to year basis following the first (1st)
anniversary hereof; either Party shall have the right and option to cancel this
Agreement at any time upon thirty (30) days prior written notice to the other
Party for any reason or for no reason and this Agreement shall automatically
terminate on the date that Lessee ceases to be employed by Operator or any of
its affiliated companies, whether as a result of resignation, retirement, death
or other termination, provided, however, that the Term shall be extended to
permit the Lessee or Lessee’s invitees to complete any previously scheduled
return flight for which the initial flight was begun during the
Term. 

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      Sharing Agreement—		PAGE 1 of
    7









     Section 2
Reimbursement of
Expenses. For each flight conducted under this Agreement, Lessee shall pay Operator
an amount (as determined by Operator) equal to the sum of the expenses of
operating such flight that is permitted by FAR 91.501(d), i.e. an amount not to
exceed the sum of the expenses set forth in subparagraphs (a)-(j) below for each
such flight: 

	      	(a)	      	Fuel, oil, lubricants, and other
      additives;
		(b)		Travel expenses of the crew,
      including food, lodging, and ground transportation;
		(c)		Hangar and tie-down costs away
      from the Program Aircraft’s base of operation;
		(d)		Insurance obtained for the
      specific flight;
		(e)		Landing fees, airport taxes, and
      similar assessments;
		(f)		Customs, foreign permit, and
      similar fees directly related to the flight;
		(g)		In-flight food and
      beverages;
		(h)		Passenger ground
      transportation;
		(i)		Flight planning and weather
      contract services; and
		(j)		An additional charge equal to one
      hundred percent (100%) of the expenses listed in subparagraph (a)
      above.


     Section 3
Invoicing and Payment.
All payments to be made to Operator
by Lessee hereunder (regardless of the manner in which such payments are
calculated pursuant to Section
2 above) shall be limited to the categories
of costs identified in Items (a) through (j) of Section 2 above. Operator will pay all
expenses related to the operations of the Aircraft hereunder (including all
those listed in clauses (a) through (i) of Section 2 above) in the ordinary
course of operator’s business. Operator shall provide to Lessee an invoice for
the appropriate amount to be charged as specified in Section 2 above for each flight Lessee
and his guests have taken under this Agreement (plus domestic or international
air transportation excise taxes, as applicable, imposed on Lessee and his guests
by the Internal Revenue Code for collection by Operator) (the
“Time Sharing Invoice”). Operator shall issue the Time Sharing Invoice within
fifteen (15) days after the completion of said flight or flights. Lessee shall
pay Operator the full amount of such Time Sharing Invoice within thirty (30)
days of the date of that invoice. 

    
Section 4 Flight Requests. Lessee will provide Operator with flight requests and proposed
flight schedules as far in advance as possible, and in any case at least
twenty-four (24) hours in advance of Lessee's desired departure, and Operator
shall in turn coordinate said flight requests. Flight requests shall be in a
form, whether oral or written, mutually convenient to and agreed upon by the
Parties. In addition to proposed schedules and departure times, Lessee shall
provide at least the following information for each proposed flight reasonably
in advance of the desired departure time as required by Operator or its flight
crew: 

	      	(a)	      	departure point;
		(b)		destination;
		(c)		date and time of
  flight;
		(d)		number and identity of
      anticipated passengers;
		(e)		nature and extent of luggage
      and/or cargo to be carried;
		(f)		date and time of return flight,
      if any; and
		(g)		any other information concerning
      the proposed flight that may be pertinent to or required by Operator or
      its flight crew.



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      Sharing Agreement—		PAGE 2 of 7









     Section 5
Aircraft
Scheduling. As between Operator and Lessee, Operator shall have final
authority and discretion over all scheduling of the Aircraft, and Operator
shall, at no time, be under any obligation to provide the Aircraft to Lessee for
a particular flight or series of flights. 

    
Section 6 Aircraft Maintenance. As between Operator and Lessee, Operator shall be solely responsible for
securing scheduled and unscheduled maintenance, preventive maintenance, and
required or otherwise necessary inspections of the Aircraft, and shall take such
requirements into account in scheduling the Aircraft. Performance of
maintenance, preventive maintenance or inspection shall not be delayed or
postponed for the purpose of scheduling the Aircraft unless, in the sole
discretion of Operator and the pilot-in-command, such maintenance or inspection
can safely be conducted at a later time in compliance with applicable laws,
regulations and requirements. 

    
Section 7 Flight Crew. Operator
shall employ, pay for and provide a qualified flight crew for all flight
operations under this Agreement. 

    
Section 8 Operational Authority and Control. Operator shall be responsible for the physical and technical operation of the Aircraft and the safe
performance of all flights, and shall
retain full authority and control, including exclusive operational control, and
possession of the Aircraft at all times at
which the Aircraft is being operated on behalf of Lessee pursuant to this Agreement. In accordance with applicable FARs, the qualified flight crew provided
by Operator will exercise all required and/or appropriate duties and
responsibilities in regard to the safety of each flight conducted hereunder. The
pilot-in-command shall have absolute discretion in all matters concerning the
preparation of the Aircraft for flight and the flight itself, the load carried
and its distribution, the decision whether or not a flight shall be undertaken,
the route to be flown, the place where landings shall be made, and all other
matters relating to operation of the Aircraft. Lessee specifically agrees that
the flight crew shall have final and complete authority to delay or cancel any
flight for any reason or condition which in the sole judgment of the
pilot-in-command could compromise the safety of the flight, and to take any
other action which in the sole judgment of the pilot-in-command is necessitated
by considerations of safety. No such action of the pilot-in-command shall create
or support any liability to Lessee or any other person for loss, injury, damage
or delay. The Parties further agree that Operator shall not be liable for delay
or failure to furnish the Aircraft and crew pursuant to this Agreement for any
reason or no reason including, without limitation, circumstances when such
failure is caused by government regulation or authority, mechanical difficulty
or breakdown, war, civil commotion, strikes or labor disputes, weather
conditions, acts of God, or other circumstances within or beyond Operator’s
reasonable control. 

    
Section 9 Insurance. 

         
Section 9.1 Basic Insurance.
Operator will maintain or cause to be maintained in full force and effect
throughout the term of this Agreement aircraft liability insurance with respect
to the Aircraft, naming Lessee as an additional insured, in an amount at least
equal to $300,000,000 combined single limit for bodily injury to or death of
persons (including passengers) and property damage liability. 

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      Sharing Agreement—		PAGE 3 of 7









          Section 9.2
Additional Insurance. Operator shall use reasonable efforts to procure such
additional insurance coverage as Lessee may reasonably request naming Lessee as
an additional insured; provided that the additional premium for such insurance
is invoiced on a flight-by-flight basis and paid for by Lessee. 

    
Section 10 Tax
Indemnity; FET. Lessee agrees to pay
when due and assume liability for, and indemnify and hold harmless Operator
concerning all claims of any kind whatsoever asserted by any person in the
nature of, taxes which are incurred by Lessee (or his guests) through his (or
their) use of the Aircraft under this Agreement. Operator agrees to collect and
remit for the benefit of Lessee any “federal excise tax” or “FET” imposed under IRC
§4261 resulting from Lessee’s (or his guests’) use of the Aircraft under this
Agreement; provided, however, that such agreement shall in no way relieve Lessee
of his duty to indemnify Operator for any and all taxes as described in the
sentence immediately above. 

    
Section 11 Warranties. Lessee
warrants that: 

         
Section 11.1 No Commercial Use.
Lessee will use the Aircraft under this Agreement for, and only for, his own
account, including the carriage of his guests, and will not use the Aircraft for
purposes of providing transportation of passengers or cargo in air commerce for
compensation or hire as a commercial operator or air carrier. 

         
Section 11.2 No Liens. Lessee will
not permit any lien, security interest or other charge or encumbrance to attach
against the Aircraft as a result of his action or inaction, and shall not
convey, mortgage, assign, lease or in any way alienate the Aircraft or
Operator's rights hereunder.

         
Section 11.3 Laws. During the term
of this Agreement, Lessee will abide by and conform to all laws, orders, rules,
and regulations as shall from time to time be in effect relating in any way to
the operation or use of the Aircraft under a time sharing arrangement.


    
Section 12 Notices and Communications.
All notices and other communications
under this Agreement shall be in writing (except as permitted in Section 4) and shall be
given (and shall be deemed to have been duly given upon receipt or refusal to
accept receipt) by personal delivery, by telefax (with a simultaneous
confirmation copy sent by first class mail properly addressed and postage
prepaid), or by a reputable overnight courier service, addressed as follows:


    
If to Operator:


	Citiflight, Inc.
	Hangar E-2 79 Tower Road, White
  Plains,
	New York, 10604
	Attn: Alan H. Goldstein
Telephone: 
Facsimile:
  




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      Sharing Agreement—		PAGE 4 of 7









     If to
Lessee:


	Michael L. Corbat
	C/O Citigroup
      Inc.
	399 Park Avenue
	New York, NY 10022
	Telephone: 
	Facsimile:





or to such other person or address as
either Party may from time to time designate in writing to the other Party.


    
Section 13 Further Acts. Operator and Lessee shall from time to time perform such other and
further acts and execute such other and further instruments as may be required
by law or may be reasonably necessary (i) to carry out the intent and purpose of
this Agreement, and (ii) to establish, maintain and protect the respective
rights and remedies of the Parties. 

    
Section 14 Successors and Assigns. Neither this Agreement nor any Party's interest herein shall be
assignable to any other party. This Agreement shall inure to the benefit of and
be binding upon the Parties, their heirs, representatives and successors.


    
Section 15 Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of New
York. 

    
Section 16 Severability. If any provision
of this Agreement is held to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions shall not be affected or
impaired. 

    
Section 17 Counterparts. This
Agreement may be executed in any number of counterparts and via facsimile, and
each counterpart shall for all purposes be deemed to be an original. 

    
Section 18 Amendment or Modification.
This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof and is
not intended to confer upon any person or entity any rights or remedies
hereunder which are not expressly granted herein. This Agreement may be amended
or modified only in writing duly executed by the Parties hereto. 

    
Section 19 TRUTH IN LEASING STATEMENT PURSUANT TO SECTION 91.23 OF THE FEDERAL
AVIATION REGULATIONS: 

          (a)
OPERATOR CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN
THE 12-MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE
PROVISIONS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS, EXCEPT TO THE EXTENT
THE AIRCRAFT IS LESS THAN 12 MONTHS OLD, AND THAT ALL APPLICABLE REQUIREMENTS
FOR THE AIRCRAFT'S MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET AND ARE
VALID FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.


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      Sharing Agreement—		PAGE 5 of 7









          (b) OPERATOR AGREES, CERTIFIES AND ACKNOWLEDGES THAT
WHENEVER THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OPERATOR SHALL BE KNOWN
AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT, AND THAT
OPERATOR UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE APPLICABLE
FEDERAL AVIATION REGULATIONS. 

          (c)
THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL
AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE
NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. OPERATOR FURTHER CERTIFIES THAT IT
WILL SEND, OR CAUSE TO BE SENT, A TRUE COPY OF THIS AGREEMENT TO: FEDERAL
AVIATION ADMINISTRATION, AIRCRAFT REGISTRATION BRANCH, ATTN. TECHNICAL SECTION
(AVN-450), P.O. BOX 25724, OKLAHOMA CITY, OKLAHOMA 73125, WITHIN 24 HOURS AFTER
ITS EXECUTION, AS REQUIRED BY SECTION 91.23(c)(1) OF THE FEDERAL AVIATION
REGULATIONS. 

Section 20 Description of Aircraft


	Type of Aircraft		US Registration Number		Manufacturer’s Serial Number
	Bombardier Global Express	     		     	
	Bombardier Global Express				
	Dassault Falcon 900EX	 		 	
	Sikorsky S-76C				



[Signature Page Follows]

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      Sharing Agreement—		PAGE 6 of 7









     IN WITNESS
WHEREOF, the Parties hereto have caused this Agreement to be duly executed on
the day and year first above written. The persons signing below warrant their
authority to sign. 

	OPERATOR	LESSEE
	 
	 
	By:	/s/ Alan H.
      Goldstein	 	By:	/s/ Michael L.
      Corbat	 
	Name:   	Alan H. Goldstein	Name:  	Michael L. Corbat
	Title:	President	
	 
	By:	/s/ James Moore	 	
	Name:	James Moore	
	Title:	Senior Vice President	



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      Sharing Agreement—		PAGE 7 of 7