Exhibit 10.1

		UBS Financial Services Inc.
UBS		1200 Harbor Boulevard
		Weehawken, NJ 07086

		James M. Pierce
		Co-Head
		Wealth Management Advisor Group US

		James D. Price
		Co-Head
CITI TRENDS, INC.		Wealth Management Advisor Group US
102 FAHM STREET
SAVANNAH GA 31401-2392		www.ubs.com

		October 8, 2008

		Branch Telephone Number
		+1-312-525-4500

		Account Number: CP 73472

We are pleased to offer you a way to liquidate certain of your auction rate securities (ARS). UBS has designed a solution that gives you the option to hold your ARS or sell the securities back to UBS. This solution is available for ARS that were held in a UBS account on February 13, 2008, and that are not successfully clearing at auction (Eligible ARS).

UBS is offering you “Auction Rate Securities Rights” (Rights) to sell Eligible ARS at par value to UBS at any time during a two-year time period. These Rights are nontransferable securities registered with the U.S. Securities and Exchange Commission (SEC). This is a limited time offer that will expire on November 14, 2008. Accepting this offer may impact your legal rights. Not accepting this offer may have repercussions on outstanding loans secured by Eligible ARS. As a result, it is important that you review the prospectus carefully.

The key features and terms of the offer are summarized below. For complete details, please see the enclosed prospectus.

· UBS is offering you nontransferable Rights to sell Eligible ARS, held in the UBS account identified above, at par value to UBS at any time during the period of June 30, 2010, through July 2, 2012.

· You may instruct your UBS Financial Advisor to exercise these Rights at any time during this time period;

· If you do not exercise your Rights, the Eligible ARS will continue to accrue interest or dividends as determined by the auction process;

· If you do not exercise your Rights before July 2, 2012, they will expire and UBS will have no further obligation to buy your Eligible ARS.

· Clients who accept this offer give UBS the discretion to purchase or sell their Eligible ARS at any time after accepting the firm’s offer and without other prior notice.

· UBS will purchase tax-exempt Auction Preferred Stock (a specific type of ARS also known as APS) at any time after clients accept the firm’s Rights offer;

· UBS will only exercise its discretion to purchase or sell Eligible ARS for the purpose of restructurings, dispositions or other solutions that will provide clients with par value for their Eligible ARS;

· In purchasing Eligible ARS or selling Eligible ARS on behalf of clients, including tax-exempt APS, UBS will act in its capacity as broker-dealer and will execute these transactions on a principal basis regardless of the type of client accounts in which the Eligible ARS are held. Please see pages 27-28 in the enclosed prospectus for more information;

· UBS will pay clients par value for their Eligible ARS within one day of settlement of the transaction;

· Eligible ARS are subject to issuer redemptions at any time.

UBS AG has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you make an investment decision, you should read the prospectus in that registration statement and other documents that UBS has filed with the SEC for more complete information about UBS and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or by calling UBS’s ARS Client Service Center at +1-800-253-1974.

UBS Financial Services Inc. and UBS International Inc. are subsidiaries of UBS AG.

1C-ARSO

UBS UBS Financial Services Inc.

· Clients who accept this offer release UBS and its employees/agents from all claims except claims for consequential damages directly or indirectly relating to its marketing and sale of ARS and expressly agree not to seek any damages or costs (punitive damages, attorney fees, etc.) other than consequential damages. Clients also will not serve as a class representative or receive benefits under any class action settlement or investor fund.

· UBS will provide clients who accept the offer “no net cost” loans up to the par value of Eligible ARS until June 30, 2010. Please see pages 36-39 in the enclosed prospectus for more information.

· UBS will reimburse all clients who participated in prior UBS ARS loan programs after February 13, 2008, for the difference between the cost of the loan and the applicable interest paid on the Eligible ARS.

THIS OFFER EXPIRES ON NOVEMBER 14, 2008. Please complete, sign and date the enclosed form and return it in the postage-paid envelope if you wish to accept this offer. We must receive your signed acceptance form no later than November 14, 2008.

You may receive multiple letters from us depending on the type of ARS you own or if you have ARS in multiple accounts. Please note you must return a form for each letter you receive to accept all available offers relating to your ARS holdings. Please read each response form carefully as the terms may vary.

A list of your Eligible ARS in the account identified on the first page of this letter is attached. Additional information about your Eligible ARS, including the most recent interest rates and dividend yields, is available at www.ubs.com/auctionratesecurities.

If you have any questions about your Eligible ARS or this offer, please contact your UBS Financial Advisor or Branch Manager at the telephone number listed at the top of this letter. Please note that UBS Financial Advisors and Branch Managers cannot provide legal or tax advice regarding this offer. Instructions to exercise your Rights should be directed to your UBS Financial Advisor or Branch Manager.

We regret any hardship that the failure of the ARS markets may have caused you. We hope that the offer described above and discussed in detail in the prospectus provides resolution for you regarding this matter. We look forward to continuing our relationship with you and to serving your future investment needs.

Thank you for your business and for maintaining your relationship with UBS.

Sincerely,


/s/ James M. Pierce		/s/ James D. Price
James M. Pierce		James D. Price

UBS Financial Services Inc. serves as the clearing firm for UBS International Inc. Accordingly, the information and terms contained in this letter and the accompanying materials are directed to clients of both UBS Financial Services Inc and UBS International Inc.

Current rate and dividend information

To allow you to view the current interest rates and/or dividends your holdings are earning, we have created an online tool available at www.ubs.com/auctionratesecurities.

Simply enter the nine-digit CUSIP number(s) shown below to obtain the most current information about your securities.

Percentages displayed in the descriptions below are as of September 30, 2008.

CUSIP	Description	CUSIP	Description	CUSIP	Description
155488BV0	CENTRAL TEXAS HGHR ED AU	429825AT9	NEW JERSEY HGR ED STU-LN	462590FR6	IOWA STUD LN LIQ SER A
	SER 2002A REV AMT B/E/R/		SER C REV MBIA AMT BE/R/		REV AMBAC AMT B/E /R/
	VARIABLE RATE		VARIABLE RATE		VARIABLE RATE
	RATE 12.000% MATURES 12/01/36		RATE 08.540% MATURES 06/01/37		RATE 08.540% MATURES 12/01/38

462590GA2	IA STDT LN LIQ 35DAY ARC	462590GB0	IOWA STUD LN LIQ ARC	49130NAV1	KENTUCKY HIGHER ED STUD
	AMBAC SR C-II AMT BE/R/		(WED) 06 SER 1 AMT BE/R/		LN ARC REV AMT B/E /R/
	VARIABLE RATE		VARIABLE RATE		VARIABLE RATE
	RATE 08.540% MATURES 12/01/40		RATE 08.540% MATURES 12/01/30		RATE 08.540% MATURES 06/01/34

49130NAX7	KENTUCKY HIGHER ED STUD	49130NBK4	KENTUCKY HGHR ED STUD LN	57563REE5	MA ED FIN AU ISS 2002 RV
	REV ARC A AMT B/E /R/		A1 35D T/E ARC AMT BE/R/		ISSUE SER D AMBAC BE/R/
	VARIABLE RATE		VARIABLE RATE		VARIABLE RATE
	RATE 12.000% MATURES 06/01/34		RATE 12.000% MATURES 06/01/36		RATE 08.540% MATURES 01/01/37

57563REZ8	MASS EDL FING AUTH ED LN	594520KC 1	MICHIGAN HGR ED STU-LOAN	594520KL1	MICHIGAN HIGHER ED STUD
	RV SER A REV AMBAC /R/		RFDG RV XVIIL AMT BER/R/		LN AU RF AMT BE/R/
	VARIABLE RATE		VARIABLE RATE		VARIABLE RATE
	RATE 10.028% MATURES 01/01/38		RATE 08.540% MATURES 03/01/39		RATE 06.878% MATURES 03/01/40

594520KM9	MICHIGAN HIGHER ED S/L	606072DF0	MISSOURI HIGHER ED LN AU	644614HH5	NEW HAMPSHIRE HLTH & EDU
	AU RF XVII RV AMT B/E/R/		S/L RV AMT B AMBAC BE/R/		35 DAY A-2 RV AMT B/E/R/
	VARIABLE RATE		VARIABLE RATE		VARIABLE RATE
	RATE 08.540% MATURES 03/01/40		RATE 10.203% MATURES 02/15/25		RATE 12.000% MATURES 12/01/38

709163CX5	PA ST H/E ASST AGY REV	813659AM1	HAWAII SECOND MKT SERV	917546ES8	UTAH ST BRD OF REGT
	S/L ARCS P2 AMT B/E /R/		T/E 35 DAY ARC AMT BE/R/		SER G REV AMT B/E /R/
	VARIABLE RATE		VARIABLE RATE		VARIABLE RATE
	RATE 14.000% MATURES 03/01/22		RATE 06.615% MATURES 03/01/40		RATE 08.540% MATURES 05/01/33

917546FV0	UTAH ST BRD OF REGT	917546FX6	UTAH ST BRD OF REGT ARC	92428CDW1	VERMONT ST STUD ASST CRP
	SER Y-1-C REV AMT B/E/R/		CL V SER T REV AMT BE/R/		SER 2000R REV AMBAC /R/
	VARIABLE RATE		VARIABLE RATE		VARIABLE RATE
	RATE 13.738% MATURES 11/01/37		RATE 13.738% MATURES 05/01/10		RATE 13.300% MATURES 12/15/34

1C-ARSO

UBS

UBS Financial Services Inc.

Please complete and sign this form.

We must receive it by November 14, 2008.

Acceptance of UBS's offer relating to auction rate securities

By signing below and returning this form, I accept UBS’s offer of Rights relating to my Eligible ARS in the account listed below. I understand and acknowledge the following:

· All Eligible ARS must remain in my UBS account listed below until I exercise my Rights to sell my Eligible ARS to UBS or they are redeemed by the issuer or purchased or sold on my behalf by UBS;

· I will instruct my UBS Financial Advisor or Branch Manager if and when I want to exercise my Rights and sell my Eligible ARS to UBS during the period of June 30, 2010, through July 2, 2012;

· The acceptance of UBS’s offer constitutes consent (to the extent legally required) for UBS, acting as principal, to purchase my Eligible ARS or to sell them on my behalf at any time in its sole discretion and without other prior notice to me, from the date that I accept this offer through July 2, 2012;

· If UBS purchases, sells or otherwise disposes of my Eligible ARS, it will deposit the par value in my account within one business day of settlement of the transaction;

· I release UBS and its employees/agents from all claims except claims for consequential damages directly or indirectly relating to its marketing and sale of ARS and expressly agree that I will not seek any damages or costs (punitive damages, attorney fees, etc.) other than consequential damages. I also will not serve as a class representative or receive benefits under any class action settlement or investor fund;

· If the account named below is in the name of a corporation, partnership, trust or other entity, I represent and warrant that I have the power and authority to accept this offer on behalf of that entity.

	Please complete and sign this form.
	We must receive it by November 14, 2008.

	Mail	UBS Financial Services Inc.
CITI TRENDS, INC.		ATTN: ARS Group
104 COLEMAN BLVD.		1000 Harbor Boulevard
SAVANNAH GA 31408		Weehawken, NJ 07086

	Fax	+1-201-442-7766

Account Number: CP 73472

If you have questions, please contact your UBS Financial Advisor or Branch Manager at +1-312-525-4500. Clients outside the U.S. may call +1-201-352-0105 collect.

We kindly request that you do not include comments or questions on this form as it could delay processing of your instructions.

Account owner signature

/s/ Bruce D. Smith, CFO

Additional party signature

Daytime telephone number