8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2008

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31369	65-1051192
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

505 Fifth Avenue
New York, New York 10017

(Address of registrant’s principal executive office)

Registrant’s telephone number, including area code: (212) 771-0505

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

        This Current Report on Form 8-K includes as an exhibit a press release, dated January 17, 2008, reporting the financial results of CIT Group Inc. as of and for the quarter and fiscal year ended December 31, 2007. The press release is attached as Exhibit 99.1. This press release includes certain non-GAAP financial measures. A reconciliation of those measures to the most directly comparable GAAP measures is included as a table to the press release. The information furnished under this Item 2.02, including Exhibit 99.1, shall be considered filed for purposes of the Securities Exchange Act of 1934, as amended.

Section 5 - Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 15, 2008, the Board of Directors amended the Amended and Restated Bylaws of CIT Group Inc., effective immediately, to provide (i) for election of directors in uncontested elections by a majority of the votes cast, and (ii) in the notice to stockholders of a meeting to elect directors, a statement of whether each Board member, if elected, intends to sign a letter of resignation in advance of the next annual meeting of stockholders of CIT. Such resignation would be effective upon such person’s failure to receive the required vote for re-election and upon acceptance of the resignation by the Board of Directors, in accordance with CIT’s Corporate Governance Guidelines. This Amended and Restated Bylaws of CIT Group Inc. are attached as Exhibit 99.3.

Section 8 – Other Events

Item 8.01. Other Events.

Dividend Release

        This Current Report on Form 8-K includes as an exhibit a press release, dated January 15, 2008, reporting that the Board of Directors of CIT Group Inc. declared a cash dividend in the amount of $.25 per share for the quarter ended December 31, 2007 on the Company’s common stock, payable on February 29, 2008 to shareholders of record on February 15, 2008. In addition, the Company intends to sell approximately $30 million of common equity to facilitate the payment of quarterly dividends on the Company’s Series A and Series B preferred stock and semi-annual interest on the Company’s junior subordinated notes in March. The press release is attached as Exhibit 99.2.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued by CIT Group Inc. on January 17, 2008.

99.2 Press release issued by CIT Group Inc. on January 15, 2008.

99.3 CIT Group Inc. Amended and Restated Bylaws, As Amended Through January 15, 2008.

        This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements (including statements regarding future financial and operating results) involve risks, uncertainties and contingencies, many of which are beyond CIT’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this document that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. Economic, business, funding market, competitive and/or regulatory factors, among others, affecting CIT’s businesses are examples of factors that could cause actual results to differ materially from those described in the forward-looking statements. More detailed information about these factors are described in CIT’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. CIT is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CIT GROUP INC. (Registrant)
By:	/s/ William J. Taylor
	William J. Taylor Executive Vice President, Controller & Principal Accounting Officer

Dated: January 17, 2008

 

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CIT REPORTS FOURTH QUARTER RESULTS

Quarterly Financial Highlights

• Net loss for the quarter of $131 million, $0.69 per share

• Commercial businesses post solid new business volume and double digit returns

• Bolstered credit loss reserves - mortgage and other portfolios

• Wrote off goodwill in student lending business

• Balance sheet strong; tangible capital ratio of 8.8% - above target

        NEW YORK – January 17, 2008 – CIT Group Inc. (NYSE: CIT) today reported a net loss of $130.7 million, or $0.69 per share, for the fourth quarter of 2007, reflecting the impact of several noteworthy items discussed below, versus net income of $259.3 million, or $1.28 of diluted earnings per share, for the 2006 quarter. For the full year, the net loss attributable to common shareholders was $111.0 million for 2007, versus net income of $1,015.8 million last year.

        “We were not pleased with our reported loss this quarter, which primarily related to charges on our home lending and student lending businesses -- two sectors that have recently experienced significant change. However, our commercial finance businesses performed well and continue to demonstrate the value of the CIT franchise in our core markets,” said Jeffrey M. Peek, Chairman and Chief Executive Officer of CIT. “We ended the year with strong capital ratios. Our strategic focus for 2008 is centered on our core commercial finance segments and maintaining balance sheet strength.

        “We expect overall market conditions to remain challenging for some time. Key to our success this year will be our ability to reduce expenses through improved efficiencies and further diversify our funding sources. To that end, we are right-sizing the business to better support our core commercial finance segments and creating a more streamlined organization focused on delivering value to our customers and shareholders.

        “As we enter our centennial year with many challenges before us I am confident that our established position as a leader in middle market financing will allow us greater success in 2008 and beyond.”

        Fourth quarter results include the following previously disclosed items:

• A $297 million increase in reserves for credit losses, including the establishment of a $250 million reserve for the held-for-investment home lending portfolio and increased general reserves primarily for unsecured consumer loans (decrease to EPS of $0.96);

• Charges of $42 million related to home lending receivables held for sale, including those sold during the quarter (decrease to EPS of $0.14);

• A $313 million goodwill and intangible asset impairment charge related to the Company’s student lending business, reflecting decreased market valuations for student lending businesses, and lower profit expectations as a result of higher funding costs (decrease to EPS of $1.59); and

 

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• A pre-tax gain of $268 million on the sales of CIT’s interest in its Dell Financial Services (DFS) joint venture and of its U.S. Systems Leasing portfolio (increase to EPS of $0.85).

        Other noteworthy items impacting the fourth quarter include:

• A pre-tax loss of $13 million in Home Lending, excluding the above-mentioned items, principally due to impairment of retained interests on past off-balance sheet securitization transactions (decrease to EPS of $0.04).

• A release of $27 million of tax liabilities relating to our international operations (increase to EPS of $0.14); and

• A write-off of $16 million of capitalized expenses related to the terminated capital raise initiative of an aerospace leasing company (decrease to EPS of $0.05).

        In addition, the Company expects to record a pre-tax restructuring charge of approximately $50 million in the first quarter of 2008 for severance and related costs, with expected annual savings of $60 million.

Consolidated Financial Highlights:

Net Finance Revenue

• Net finance revenue was down 9% from last quarter due to higher funding costs and up 4% over last year on higher asset levels. Average earning assets increased slightly from the prior quarter and strongly over last year due to commercial finance loan and leasing volumes.

• Net finance revenue as a percentage of average earning assets was 2.67% down from 2.96% for both last quarter and last year, reflecting higher funding costs in the current market, including the securitization of home lending assets late in the third quarter and the decision to maintain excess cash balances.

• Operating lease net revenue was 7.22% of average operating leases, up from 6.90% last quarter and 7.09% last year due to strength in aerospace rental rates, partially offset by lower railcar utilization.

Other Income

• Other income includes the gain of $247 million on the sale of our interest in the DFS joint venture and the gain on sale of the U.S. Systems Leasing business of $21 million.

• Other income for the quarter as a percentage of total net revenue (net finance revenue plus other income) was 29% (excluding the DFS and systems leasing sales gains), down from 43% in the prior year quarter, principally on lower syndication fees and receivable sales gains.

• Fees and other income declined from last quarter, largely in our U.S. vendor finance business unit due to lower joint venture and other revenues.

• Factoring commissions were up slightly over last quarter and the prior year on increases in factoring volumes.

• Gains on receivable sales and syndication fees were down significantly from last quarter and from the prior year quarter due to: 1) less syndicated loan fees reflecting more challenging syndication markets, 2) no sales of home lending receivables and 3) fewer sales of student loans.

• Loan sales and syndication volume, excluding the sale of home lending assets, was $1.9 billion (22% of origination volume), up from $1.2 billion (13%) in the prior quarter and down from $3.5

 

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billion (31%) in the prior year quarter. The increase from last quarter was primarily in Corporate Finance.

Credit Quality – Commercial

• Overall commercial credit quality remained strong, although credit metrics weakened from very favorable prior period levels.

• Net charge-offs as a percentage of average finance receivables were 0.43% for the commercial businesses, up from 0.34% last quarter due to lower recoveries in Corporate Finance and higher losses in Vendor Finance, but improved from 0.55% a year ago.

• 60+ day owned delinquencies for the commercial businesses were 1.47% of finance receivables, up from 1.33% last quarter, primarily due to increases in Vendor Finance due to the integration of leasing platforms and Corporate Finance.

• Non-performing assets for the commercial businesses were 1.15%, up from 1.03% from last quarter and 0.87% last year, primarily in Vendor Finance and Corporate Finance.

Credit Quality - Home Lending

• Reserves for credit losses of $250 million were established for home loans held for investment, reflecting higher past due loans, past due loan migration trends and further deterioration in the home lending market during the quarter.

• Net charge-offs in the home lending portfolio held for investment were $6 million. In addition, losses of approximately $110 million were applied to the discount during the fourth quarter.

• The discount on home loans held for investment was approximately $450 million at December 31, 2007, resulting in total reserves and discount of $700 million on outstanding loans (unpaid principal balance) of $9.3 billion held for investment.

• Home lending related assets held for sale were approximately $500 million, against which there is a $145 million valuation allowance.

Credit Quality – Consumer

• Net charge-offs in the Consumer segment were $24.4 million, up from $13.5 million last quarter and $5.3 million last year, due to higher losses on unsecured loans and private (non-U.S. government guaranteed) student loans.

• 60+ day owned delinquencies were 4.93%, down from 5.24% last quarter and up from 4.52% a year ago.

Expenses

• Salaries and general operating expenses were up from last quarter and up from a year ago. The current quarter includes $16 million of expenses for the write-off of capitalized expenses related to a terminated capital raising initiative in our commercial aerospace business due to market conditions. The quarter also includes legal accruals, and certain integration related costs in our international operations in Vendor Finance. Expenses excluding these items were down from last quarter and last year, driven by lower incentive compensation accruals and lower headcount.

• Employee headcount totaled approximately 6,700 at December 31, 2007, down from 7,010 last quarter and 7,345 a year ago, primarily due to reductions of home lending personnel.

 

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Income Tax Provision

• The fourth quarter results included $27 million in favorable tax adjustments related to a reversal of tax liabilities in our international operations.

• The fourth quarter effective tax rate was also impacted by the goodwill impairment, which has no associated tax benefit.

• Excluding these items, the effective tax rate was approximately 18%, due primarily to a higher proportion of international earnings.

Volume and Assets

• Origination volume for the quarter, excluding factoring and home lending, was $8.7 billion, flat with last quarter and down from $9.8 billion a year ago. Commercial loan and lease volume was up for the quarter, offset by lower student lending originations. The decline from last year is also due to lower Transportation Finance volumes (due to equipment delivery timing) and the construction business sale in the 2007 second quarter.

• Managed assets were down slightly from September 30, 2007 as the company controlled balance sheet growth in a difficult market environment coupled with seasonal run-off in Trade Finance.

• Finance receivables held for sale were $1.6 billion at December 31, 2007, down significantly from $3.9 billion last quarter, reflecting the sales and syndications of loans in the pipeline.

Capitalization, Funding and Liquidity

• Capital markets volatility continued through the fourth quarter of 2007. While we continue to access the unsecured debt and commercial paper markets, we have done so at reduced levels and higher spreads than our historical averages. If these market conditions persist, we expect that we will continue to satisfy a higher proportion of our funding requirements through the asset-backed markets than we have historically.

• The ratio of total tangible equity to managed assets at December 31, 2007 improved to 8.82%, from 7.69% last quarter.

• During the quarter we funded our business in the unsecured debt and asset-backed markets. Unsecured financings for the quarter totaled $3.5 billion, including a $690 million convertible debt offering. In the secured markets, we raised $0.8 billion secured by home loans, $1.0 billion secured by student loans, and $0.6 billion secured by equipment.

• Commercial paper outstanding declined to $2.8 billion from $3.6 billion at September 30, 2007.

• Alternate liquidity at December 31, 2007 exceeded $15 billion, and included $7.8 billion of committed and available bank lines, $2.2 billion of committed and available asset-backed facilities and over $5 billion in available cash and equivalents.

Segment Results:

Corporate Finance

• Total net revenues (the sum of net finance revenue and other income) increased from the prior year as revenue from higher assets and increased advisory fee income was partially offset by lower gains from loan sales and syndications.

• Net finance revenue as a percentage of average earning assets improved slightly from last year, as better pricing opportunities existed in the middle market lending environment.

• Net charge-offs decreased from last year. Delinquencies and non-performing assets increased slightly from last quarter and last year.

 

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• Excluding construction finance business, which was sold during the second quarter of 2007, volume increased 6% from last year.

• Return on risk-adjusted capital was 11.1%, down from last quarter as higher finance income was offset by lower other income from syndications and increased provisioning, but was up from the prior year on lower credit costs.

Transportation Finance

• Total net revenues were up from last year due to asset growth and higher gains on equipment sales particularly in rail, as well as continued full lease utilization of our commercial aircraft portfolio.

• Net finance revenue as a percentage of average earning assets after depreciation was up from last year as strength in non-operating lease margins and aerospace rentals was partially offset by a modest decline in railcar utilization.

• Credit quality continued strong with net recoveries, and lower delinquencies and non-performing asset levels.

• Volume was solid, but down from the prior year. We leased ten new aircraft this quarter (compared to four last year). The prior year included loan fundings, in addition to the lease order book. All but one aircraft in our scheduled aerospace delivery order book through December 2009 have been placed.

• Return on risk-adjusted capital declined from last quarter to 14.2% and declined from the prior year, as the current quarter includes the write-off of $16 million of capitalized expenses related to a terminated aerospace capital raising initiative and as the year ago period benefited from the release of deferred tax liabilities.

Trade Finance

• Total net revenues were up slightly from last year.

• Factored volume increased from the prior quarter and was unchanged from the prior year.

• Net finance revenue as a percentage of average earning assets decreased from the prior year on higher funding costs.

• Net charge-offs were unchanged from last quarter and down from last year. Delinquencies and non-performing loans were both down from last quarter and last year.

• Return on risk-adjusted capital improved to 18.9% from both last quarter and last year.

Vendor Finance

• Dell purchased CIT’s interest in the U.S.-based Dell Financial Services (DFS) joint venture, resulting in a pre-tax gain of $247.1 million, and the U.S. systems leasing portfolio was sold, resulting in a pre-tax gain of $21 million.

• Excluding the above transactions, total net revenues were down from last year, as higher net finance revenues driven by asset growth were offset by lower yield-related fees, joint venture and other income.

• Net finance revenue as a percentage of average earning assets after depreciation was down from last year, reflecting higher funding costs.

• Credit losses were up from last quarter and last year. Delinquencies and non-performing asset levels increased over both periods, primarily driven by U.S. operations due to the integration of leasing platforms.

• Profitability was negatively impacted by reserves for legal settlements and by higher one-time rent expenses in our international operations totaling approximately $8 million.

 

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• Total new business volume grew 22% over last year driven by international operations. U.S. volumes were also up, as declines in Dell volume were offset by new vendor relationships.

• Return on risk-adjusted capital was higher due to the above-mentioned gains.

Home Lending

• Total net revenues were down from last year reflecting lower asset balances, higher funding costs (principally on the prior quarter securitization) and charges of $42 million related to home lending receivables available for sale, of which $525 million (approximately $870 million unpaid principal balance) was sold during the quarter.

• The current quarter provision for loan losses was approximately $256 million.

• Delinquencies and non-performing assets increased from last year reflecting continued deterioration in the housing sector.

• Paydowns on loans held for investment in the quarter totaled approximately $365 million.

Consumer

• During the quarter, we incurred $287 million in goodwill and $26 million in intangible asset impairment charges.

• Total net revenues were down from last year, as higher net finance revenues driven by asset growth were more than offset by higher funding costs.

• Net charge-offs increased primarily in unsecured consumer loan portfolios. Delinquencies were down modestly from last quarter, but higher than last year.

• New business volume decreased from last quarter and last year as we managed growth down.

• Return on risk-adjusted capital for the segment was lower due to the above factors.

Corporate and Other

• Corporate and other expenses, principally contains certain credit loss provisioning, preferred stock dividends and other financing costs, dampened return on equity by approximately 190 basis points this quarter and 80 basis points last year.

 

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Conference Call and Webcast:

        We will discuss this quarter’s results, as well as ongoing strategy, on a conference call and audio webcast today at 9:00 am (EST). Interested parties may access the conference call live today by dialing 866-831-6272 for U.S. and Canadian callers or 617-213-8859 for international callers, and reference access code “CIT Group” or access the audio webcast at the following website: http://ir.cit.com. An audio replay of the call will be available beginning shortly after the conclusion of the call until 11:59 pm (EST) January 24, 2008, by dialing 888-286-8010 for U.S. and Canadian callers or 617-801-6888 for international callers with the access code 35788828, or at the following website: http://ir.cit.com.

About CIT:

        Founded in 1908, CIT (NYSE: CIT) is a global commercial finance company that provides financial products and advisory services to more than one million customers in over 50 countries across 30 industries. A leader in middle market financing, CIT has more than $80 billion in managed assets and provides financial solutions for more than half of the Fortune 1000. A member of the S&P 500 and Fortune 500, it maintains leading positions in asset-based, cash flow and Small Business Administration lending, equipment leasing, vendor financing and factoring. The CIT brand platform, Capital Redefined, articulates its value proposition of providing its customers with the relationship, intellectual and financial capital to yield infinite possibilities. CIT will celebrate its centennial beginning February 11, 2008. www.cit.com.

Forward-Looking Statements:

        This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements (including statements regarding future financial and operating results) involve risks, uncertainties and contingencies, many of which are beyond CIT’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” “target,” and similar expressions are generally intended to identify forward-looking statements. Economic, business, funding market, competitive and/or regulatory factors, among others, affecting CIT’s businesses are examples of factors that could cause actual results to differ materially from those described in the forward-looking statements. More detailed information about these factors are described in CIT’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. CIT is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, we have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is available with this release and on our website at http://ir.cit.com.

###

Contact:

Investor Relations	Kenneth A. Brause	Executive Vice President, Investor Relations	(212) 771-9650
Media Relations	C. Curtis Ritter	Director of External Communications and Media Relations	(212) 461-7711 curt.ritter@cit.com

        Individuals interested in receiving future updates on CIT via e-mail can register at http://newsalerts.cit.com

 

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CIT GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED INCOME STATEMENTS
(dollars in millions, except per share data)

	Quarters Ended						Years Ended
	December 31, 2007		September 30, 2007		December 31, 2006		December 31, 2007		December 31, 2006
Finance revenue	$         1,839.6		$         1,810.0		$         1,548.5		$           7,024.9		$          5,693.9
Interest expense	1,040.6		975.4		823.0		3,832.3		2,867.8
Depreciation on operating lease equipment	311.7		304.7		261.4		1,172.3		1,023.5
Net finance revenue	487.3		529.9		464.1		2,020.3		1,802.6
Provision for credit losses	385.5		64.2		68.2		593.8		222.2
Net finance revenue, after credit provision	101.8		465.7		395.9		1,426.5		1,580.4
Valuation allowance for assets held for sale	18.0		465.5		-		1,271.4		15.0
Total net revenue, after credit provision and    valuation allowance	83.8		0.2		395.9		155.1		1,565.4
Other income	466.2		276.3		345.5		1,580.1		1,248.8
Total net revenue and other income	550.0		276.5		741.4		1,735.2		2,814.2
Salaries and general operating expenses	377.0		367.9		363.0		1,481.2		1,382.6
Provision for severance and real estate exit activities	-		41.9		-		74.3		19.6
Loss on early extinguishments of debt	-		-		-		139.3		-
Goodwill and intangible asset impairment charges	312.7		-		-		312.7		-
(Loss) income before provision for income taxes	(139.7	)	(133.3	)	378.4		(272.3	)	1,412.0
Benefit (provision) for income taxes	18.2		95.6		(111.5	)	194.4		(364.4	)
Minority interest, after tax	(1.7	)	(1.1	)	(0.1	)	(3.1	)	(1.6	)
Net (loss) income before preferred stock dividends	(123.2	)	(38.8	)	266.8		(81.0	)	1,046.0
Preferred stock dividends	(7.5	)	(7.5	)	(7.5	)	(30.0	)	(30.2	)
Net (Loss) income (attributable)    available to common stockholders	$          (130.7)		$             (46.3	)	$            259.3		$            (111.0)		$          1,015.8
Per common share data
Basic earnings (loss) per share	$             (0.69	)	$             (0.24	)	$              1.31		$              (0.58	)	$               5.11
Diluted earnings (loss) per share	$             (0.69	)	$             (0.24	)	$              1.28		$              (0.58	)	$               5.00
Number of shares - basic (thousands)	189,810		189,930		198,308		191,412		198,912
Number of shares - diluted (thousands)	189,810		189,930		201,948		191,412		203,111
Other Income
Fees and other income(1)	$            102.4		$            131.2		$            133.9		$              527.2		$             547.3
Factoring commissions	61.6		60.1		60.4		226.6		233.4
Gains on receivable sales and syndication fees	21.7		29.0		105.8		180.7		298.3
Gains on sales of leasing equipment	25.9		28.1		32.1		117.1		122.8
Gains on securitizations	11.5		18.4		13.3		45.3		47.0
Gain on sale of Dell Financial Svcs. joint venture	247.1		-		-		247.1		-
Gain (loss) on loan portfolio dispositions	(4.0	)	9.5		-		236.1		-
Total other income	$            466.2		$            276.3		$            345.5		$           1,580.1		$          1,248.8

(1) Fees and other income is comprised of asset management and service fees, including securitization-related servicing fees and accretion, advisory and agent fees, as well as income from joint ventures.

 

CIT GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(dollars in millions)

	December 31, 2007		December 31, 2006
ASSETS
Financing and leasing assets held for investment:
Finance receivables	$           62,536.5		$           55,064.9
Reserve for credit losses	(831.5	)	(659.3	)
Net finance receivables	61,705.0		54,405.6
Operating lease equipment, net	12,610.5		11,017.9
Financing and leasing assets held for sale	1,606.0		1,793.7
Cash and cash equivalents	6,792.3		4,458.4
Retained interests in securitizations and other investments	1,367.1		1,059.4
Goodwill and intangible assets, net	1,152.5		1,008.4
Other assets	4,258.5		3,324.5
Total Assets	$         89,491.9		$         77,067.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Debt:
Commercial paper	$             2,822.3		$             5,365.0
Deposits	2,745.8		2,399.6
Non-recourse, secured borrowings	17,430.3		4,398.5
Variable-rate senior unsecured notes	19,888.2		19,184.3
Fixed-rate senior unsecured notes	29,477.6		29,107.1
Junior subordinated notes and convertible debt	1,440.0		-
Preferred capital securities	-		250.3
Total debt	73,804.2		60,704.8
Credit balances of factoring clients	4,542.2		4,131.3
Accrued liabilities and payables	4,127.4		4,440.8
Total Liabilities	82,473.8		69,276.9
Minority interest	57.5		39.9
Stockholders’ Equity:
Preferred  stock	500.0		500.0
Common stock	2.1		2.1
Paid-in capital	10,645.8		10,678.9
Accumulated deficit	(3,141.7	)	(2,838.9	)
Accumulated other comprehensive income	194.8		129.6
Less: treasury stock, at cost	(1,240.4	)	(720.6	)
Total Common Stockholders’ Equity	6,460.6		7,251.1
Total Stockholders’ Equity	6,960.6		7,751.1
Total Liabilities and Stockholders’ Equity	$         89,491.9		$         77,067.9
Other Assets
Accrued interest and receivables from derivative counterparties	$             1,044.4		$                643.6
Deposits on commercial aerospace flight equipment	821.7		719.0
Investments in and receivables from non-consolidated subsidiaries	233.8		535.7
Repossessed assets and off-lease equipment	226.6		124.1
Prepaid expenses	131.4		99.2
Furniture and fixtures, miscellaneous receivables and other assets	1,800.6		1,202.9
	$             4,258.5		$             3,324.5

 

CIT GROUP INC. AND SUBSIDIARIES
OWNED AND MANAGED ASSET COMPOSITION
(dollars in millions)

		December 31, 2007	September 30, 2007	December 31, 2006
Corporate Finance
	Finance receivables	$             21,326.2	$           20,232.1	$             20,190.2
	Operating lease equipment, net	459.6	229.9	204.4
	Financing and leasing assets held for sale	669.3	904.6	616.1
	Owned assets	22,455.1	21,366.6	21,010.7
	Finance receivables securitized and managed by CIT	1,526.7	1,636.9	1,568.7
	Managed assets	23,981.8	23,003.5	22,579.4
Transportation Finance
	Finance receivables	2,551.3	2,477.8	2,123.3
	Operating lease equipment, net	11,031.6	10,601.9	9,846.3
	Financing and leasing assets held for sale	-	4.2	75.7
	Owned assets	13,582.9	13,083.9	12,045.3
Trade Finance
	Finance receivables - Owned Assets	7,330.4	7,945.6	6,975.2
Vendor Finance
	Finance receivables	10,373.3	10,169.9	6,888.9
	Operating lease equipment, net	1,119.3	1,098.5	967.2
	Financing and leasing assets held for sale	460.8	1,418.3	529.3
	Owned assets	11,953.4	12,686.7	8,385.4
	Finance receivables securitized and managed by CIT	4,104.0	4,211.4	3,850.9
	Managed assets	16,057.4	16,898.1	12,236.3
Home Lending
	Finance receivables	8,775.6	9,156.2	9,861.3
	Financing and leasing assets held for sale	345.8	902.1	240.0
	Owned assets	9,121.4	10,058.3	10,101.3
	Finance receivables securitized and managed by CIT	680.5	713.2	841.7
	Managed assets	9,801.9	10,771.5	10,943.0
Consumer
	Finance receivables - student lending	11,499.9	10,960.3	8,488.9
	Finance receivables - other	679.9	810.5	537.1
	Financing and leasing assets held for sale	130.1	649.3	332.6
	Owned assets	12,309.9	12,420.1	9,358.6
Other
	Equity Investments	165.8	161.7	25.4
Consolidated Totals
	Finance receivables, excluding home lending	$             53,760.9	$           52,596.2	$             45,203.6
	Finance receivables - home lending	8,775.6	9,156.2	9,861.3
	Operating lease equipment, net	12,610.5	11,930.3	11,017.9
	Home lending finance receivables held for sale	345.8	902.1	240.0
	Other financing and leasing assets held for sale	1,260.2	2,976.4	1,553.7
	Financing and leasing assets excl. equity investments	76,753.0	77,561.2	67,876.5
	Equity investments	165.8	161.7	25.4
	Owned assets	76,918.8	77,722.9	67,901.9
	Finance receivables securitized and managed by CIT	6,311.2	6,561.5	6,261.3
	Managed assets	$             83,230.0	$           84,284.4	$             74,163.2
	Managed assets, excluding home lending	$             73,428.1	$           73,512.9	$             63,220.2

 

CIT GROUP INC. AND SUBSIDIARIES
SEGMENT DATA
(dollars in millions)

	Quarters Ended						Years Ended
	December 31, 2007		September 30, 2007		December 31, 2006		December 31, 2007		December 31, 2006
Corporate Finance
Net finance revenue, before depreciation	$            181.4		$            170.1		$            162.4		$                704.8		$           611.0
Depreciation on operating lease equipment	9.8		7.5		9.4		37.7		33.4
Provision for credit losses	24.0		13.0		38.2		68.9		48.8
Valuation allowance for receivables held for sale	-		-		-		22.5		-
Other income*	92.0		99.2		98.4		622.1		381.7
Total net revenue and other income	239.6		248.8		213.2		1,197.8		910.5
Provision for income taxes	(43.8	)	(47.8)		(31.1	)	(269.9	)	(159.1	)
Net income*	70.3		83.3		58.5		453.0		284.3
Return on risk-adjusted capital	11.1	%	13.9	%	10.3%		18.3	%	13.6	%
New business volume	$         4,181.5		$         3,582.4		$         4,431.1		$           15,974.7		$      15,464.2
Transportation Finance
Net finance revenue, before depreciation	$            244.4		$            229.8		$            207.9		$                911.9		$           739.8
Depreciation on operating lease equipment	144.8		136.7		127.2		552.0		455.3
Provision for credit losses	(6.8	)	(3.0)		1.2		(32.0	)	2.2
Valuation allowance for assets held for sale	-		-		-		-		15.0
Other income	16.5		20.4		11.9		74.0		68.1
Total net revenue and other income	122.9		116.5		91.4		465.9		335.4
Provision for income taxes	(10.8	)	(10.5	)	1.2		(39.8	)	54.6
Net income	61.6		70.3		59.0		271.1		259.8
Return on risk-adjusted capital	14.2	%	16.8	%	16.0	%	16.3	%	18.4	%
New business volume	$            920.4		$            757.5		$         1,395.5		$             3,060.4		$        3,137.2
Trade Finance
Net finance revenue, before depreciation	$              46.3		$              45.1		$              44.3		$                174.8		$           162.7
Provision for credit losses	7.3		7.8		9.0		33.4		38.0
Other income	74.4		72.3		74.7		281.0		291.4
Total net revenue and other income	113.4		109.6		110.0		422.4		416.1
Provision for income taxes	(29.3	)	(26.7	)	(27.1	)	(101.0	)	(97.6	)
Net income	47.8		43.5		44.0		164.0		162.2
Return on risk-adjusted capital	18.9	%	18.6%		18.3	%	17.8	%	18.3	%
Vendor Finance
Net finance revenue, before depreciation	$            300.9		$            306.4		$            249.4		$             1,150.7		$        1,036.5
Depreciation on operating lease equipment	157.4		160.8		124.8		583.4		534.8
Provision for credit losses	28.4		7.5		9.4		52.1		45.4
Other income**	318.0		76.8		113.0		585.5		388.9
Total net revenue and other income	433.1		214.9		228.2		1,100.7		845.2
Provision for income taxes	(104.9	)	(32.4	)	(50.4	)	(207.8	)	(170.8	)
Net income**	205.5		58.2		77.3		410.1		275.8
Return on risk-adjusted capital	45.6	%	13.1	%	30.4	%	23.6	%	27.0	%
New business volume	$         2,664.5		$         2,296.4		$         2,183.0		$             9,733.5		$        8,201.9
Home Lending
Net finance revenue, before depreciation	$              26.4		$              68.1		$              48.1		$                206.5		$           203.8
Provision for credit losses	256.1		0.4		12.0		352.1		62.4
Valuation allowance for receivables held for sale	18.0		465.5		-		1,248.9		-
Other income	(38.4	)	(0.7	)	19.1		(19.3	)	57.3
Total net revenue and other income	(286.1	)	(398.5	)	55.2		(1,413.8	)	198.7
Provision for income taxes	116.5		178.6		(8.6	)	578.4		(24.8	)
Net income	(188.7	)	(290.6	)	14.0		(989.2	)	41.2
Return on risk-adjusted capital	NM		NM		7.0	%	NM		5.4	%
New business volume	$              10.9		$            499.2		$         1,838.1		$             4,192.4		$        7,629.8
Consumer
Net finance revenue, before depreciation	$              29.3		$              36.6		$              32.7		$                133.3		$           116.0
Provision for credit losses	26.4		13.3		5.7		55.4		16.1
Other income	4.7		7.3		25.2		47.2		63.0
Total net revenue and other income	7.6		30.6		52.2		125.1		162.9
Goodwill and intangible asset impairment charges	312.7		-		-		312.7		-
Provision for income taxes	16.7		(2.7	)	(6.9	)	6.2		(13.7	)
Net income	(310.8	)	9.4		17.1		(274.9	)	41.8
Return on risk-adjusted capital	NM		7.0	%	14.1	%	NM		9.1	%
New business volume	$            968.6		$         1,992.5		$         1,752.2		$             6,630.2		$        6,883.3
Corporate and Other
Net finance revenue, before depreciation	$             (29.4	)	$             (21.5	)	$             (19.3	)	$                 (89.4	)	$            (43.7	)
Provision for credit losses	50.0		25.2		(7.3	)	63.9		9.3
Other income	(1.0	)	1.0		3.2		(10.4	)	(1.6	)
Total net revenue and other income	(80.4	)	(45.4	)	(8.8	)	(162.9	)	(54.6	)
Provision for income taxes	73.8		37.1		11.4		228.3		47.0
Net (loss) income	(16.4	)	(20.4	)	(10.6)		(145.1	)	(49.3	)
Return on risk-adjusted capital	(1.9	)%	(1.4	)%	(0.8	)%	(2.1	)%	(1.2	)%

NM - not meaningful
*	The year to date results include a pre-tax $235.0 million gain on sale of construction portfolio.
**	The 2007 December quarter and year to date includes a pre-tax gain on DFS sale of approximately $250 million.

 

CIT GROUP INC. AND SUBSIDIARIES
CREDIT METRICS
(dollars in millions)

		Quarters Ended											Years Ended
		December 31, 2007				September 30, 2007				December 31, 2006			December 31, 2007				December 31, 2006
Net Credit Losses - Owned as a Percentage of Average Finance Receivables
	Corporate Finance	$      22.6		0.42	%	$      16.5		0.33	%	$       29.6	0.60	%	$         69.6		0.34	%	$       37.6	0.22	%
	Transportation Finance	(6.9	)	(1.10	)%	(3.3	)	(0.56	)%	-	(0.01	)%	(32.3	)	(1.39	)%	1.4	0.08	%
	Trade Finance	7.5		0.38	%	7.2		0.39	%	8.6	0.46	%	31.6		0.44	%	37.4	0.55	%
	Vendor Finance	22.3		0.87	%	13.3		0.51	%	11.0	0.62	%	58.0		0.57	%	43.1	0.60	%
	Home Lending	6.1		0.27	%	0.6		11.41	%	25.6	1.03	%	83.0		1.06	%	91.7	0.98	%
	Consumer	24.4		0.81	%	13.5		0.49	%	5.3	0.24	%	53.1		0.49	%	13.8	0.19	%
	Total	$      76.0		0.48	%	$      47.8		0.37	%	$       80.1	0.58	%	$       263.0		0.45	%	$     225.0	0.45	%
	Total, excluding home lending and student loans	$      63.7		0.60	%	$      47.2		0.46	%	$       54.5	0.59	%	$       179.1		0.42	%	$     133.3	0.40	%
Net Credit Losses - Managed as a Percentage of Average Managed Finance Receivables
	Corporate Finance	$      24.9		0.44	%	$      18.0		0.34	%	$       34.6	0.64	%	$         78.5		0.36	%	$       47.9	0.25	%
	Transportation Finance	(6.9	)	(1.10	)%	(3.3	)	(0.56	)%	-	(0.01	)%	(32.3	)	(1.39	)%	1.4	0.08	%
	Trade Finance	7.5		0.38	%	7.2		0.39	%	8.6	0.46	%	31.6		0.44	%	37.4	0.55	%
	Vendor Finance	29.5		0.82	%	19.1		0.52	%	13.1	0.49	%	80.5		0.57	%	57.3	0.53	%
	Home Lending	12.4		0.51	%	7.6		4.04	%	32.4	1.20	%	110.2		1.29	%	128.6	1.24	%
	Consumer	24.4		0.81	%	13.5		0.49	%	5.3	0.24	%	53.1		0.49	%	13.8	0.19	%
	Total	$      91.8		0.53	%	$      62.1		0.44	%	$       94.0	0.62	%	$       321.6		0.50	%	$     286.4	0.50	%
	Total, excluding home lending and student loans	$      78.5		0.61	%	$      54.5		0.47	%	$       61.6	0.59	%	$       210.5		0.44	%	$     157.8	0.39	%
Finance Receivables Past Due 60 days or more - Owned as a Percentage of Finance Receivables		December 31, 2007				September 30, 2007				December 31, 2006
	Corporate Finance	$    194.8		0.91	%	$    174.0		0.86	%	$     152.6	0.76	%
	Transportation Finance	9.8		0.39	%	11.4		0.46	%	15.3	0.72	%
	Trade Finance	71.1		0.97	%	78.8		0.99	%	101.8	1.46	%
	Vendor Finance	336.0		3.24	%	277.0		2.72	%	174.2	2.53	%
	Consumer	600.8		4.93	%	616.2		5.24	%	407.9	4.52	%
	Total, excluding home lending	$ 1,212.5		2.25	%	$ 1,157.4		2.20	%	$     851.8	1.88	%
	Home Lending	$    962.1		9.91	%	$ 1,130.0		10.11	%	$     470.1	4.77	%
	Total, excluding home lending and student loans	$    630.8		1.49	%	$    558.8		1.34	%	$     451.7	1.23	%
Non-performing Assets - Owned as a Percentage of Finance Receivables
	Corporate Finance	$    242.2		1.14	%	$    223.9		1.11	%	$     196.6	0.97	%
	Transportation Finance	3.3		0.13	%	4.3		0.17	%	7.9	0.37	%
	Trade Finance	41.6		0.57	%	49.5		0.62	%	60.4	0.87	%
	Vendor Finance	190.6		1.84	%	142.0		1.40	%	51.4	0.75	%
	Consumer	8.5		0.07	%	7.3		0.06	%	3.0	0.03	%
	Total, excluding home lending	$    486.2		0.90	%	$    427.0		0.81	%	$     319.3	0.71	%
	Home Lending	$    892.3		9.19	%	$ 1,123.0		10.04	%	$     451.1	4.57	%
	Total, excluding home lending and student loans	$    486.2		1.15	%	$    427.0		1.03	%	$     319.3	0.87	%
Finance Receivables Past Due 60 days or more - Managed as a Percentage of Managed Financial Assets
	Corporate Finance	$    201.8		0.86%	%	$    180.8		0.79	%	$     162.1	0.72	%
	Transportation Finance	9.8		0.39%	%	11.4		0.46	%	15.3	0.69	%
	Trade Finance	71.1		0.97%	%	78.8		0.99	%	101.8	1.46	%
	Vendor Finance	520.7		3.49%	%	449.7		2.85	%	301.8	2.68	%
	Consumer	600.8		4.88%	%	616.2		4.96	%	407.9	4.36	%
	Total, excluding home lending	$ 1,404.2		2.31%	%	$ 1,336.9		2.18	%	$     988.9	1.90	%
	Home Lending	$ 1,031.3		9.92%	%	$ 1,195.0		10.24	%	$     538.8	4.92	%
	Total, excluding home lending and student loans	$    822.5		1.68%	%	$    738.3		1.48	%	$     588.8	1.36	%

The following segment changes are reflected in the above metrics:
1.	Corporate Finance includes Small Business Lending, which had been reflected in the former Consumer and Small Business Lending segment.
2.	Home Lending includes the activities of other liquidating consumer related loans formerly included in Vendor Finance.
3.	Consumer includes student lending and the CIT industrial bank, which had been reflected in the former Consumer and Small Business Lending segment.
NOTE
Home lending contractual delinquency and non-performing statistics as a percentage of unpaid principal balance.
December 2007 home lending contractual delinquency and non-performing statistics as a percentage of unpaid principal balance - held for investment portfolio only.

 

CIT GROUP INC. AND SUBSIDIARIES
RATIOS AND OTHER DATA
(dollars in millions, except per share data)

	Quarters Ended			Years Ended
	December 31, 2007	September 30, 2007	December 31, 2006	December 31, 2007	December 31, 2006
Profitability
Net finance revenue as a percentage of AEA	2.67%	2.96%	2.96%	2.84%	3.11%
Net finance revenue after provision as a percentage of AEA	0.56%	2.60%	2.52%	2.01%	2.72%
Salaries and general operating expenses as a percentage of AMA	1.91%	1.89%	2.10%	1.92%	2.17%
Efficiency ratio	39.5%	45.6%	44.8%	41.1%	45.5%
Return on average common stockholders’ equity	-7.8%	-2.7%	14.6%	-1.6%	15.0%
Return on AEA	-0.72%	-0.26%	1.65%	-0.16%	1.75%
Return on AMA	-0.66%	-0.24%	1.50%	-0.14%	1.57%
See “Non-GAAP Disclosures” for additional information regarding profitability ratio and metric comparisons.
Average Balances
Average Finance Receivables (AFR)	$            62,931.5	$           51,000.0	$            54,830.9	$        58,825.1	$         50,119.5
Average Earning Assets (AEA)	72,975.1	71,696.7	62,774.7	71,101.1	58,003.3
Average Managed Assets (AMA)	78,999.1	77,697.8	68,996.3	77,154.9	64,622.5
Average Operating Leases (AOL)	12,215.7	11,963.3	10,818.9	11,784.0	10,458.8
Average Common Stockholders’ Equity	6,678.1	6,763.6	7,106.5	6,831.1	6,794.4
	December 31, 2007	September 30, 2007	December 31, 2006
Capital and Leverage
Total tangible stockholders’ equity to managed assets	8.82%	7.69%	9.36%
Tangible book value per common share	$28.42	$27.60	$31.22
Book value per common share	$34.48	$35.29	$36.30
Reserve for Credit Losses
Reserve for credit losses as a percentage of finance receivables, excluding guaranteed student loans	1.59%	1.05%	1.42%
Reserve for credit losses (excluding reserves related to impaired loans and hurricane reserves) as a percentage of finance receivables, excluding home lending and guaranteed student loans	1.22%	1.20%	1.19%
Reserve for credit losses as a percentage of finance receivables	1.33%	0.90%	1.20%
Reserve for credit losses as a percentage of non-performing assets, excluding home lending and student lending	117.6%	124.5%	154.3%
Reserve for credit losses as a percentage of finance receivables past due 60 days or more, excluding home lending and student lending	90.7%	95.5%	109.1%

 

CIT GROUP INC. AND SUBSIDIARIES
Select Concentration Data
(dollars in millions unless specified)

Commercial Aerospace Portfolio:
	December 31, 2007		September 30, 2007		December 31, 2006
	Net Investment	Number	Net Investment	Number	Net Investment	Number
By Region:
Europe	$              2,906.2	94	$             2,900.0	90	$            2,880.2	88
U.S. and Canada	1,279.5	60	1,370.5	62	1,288.0	60
Asia Pacific	2,274.9	82	2,013.2	77	1,705.6	52
Latin America	1,136.0	36	1,073.7	34	835.4	27
Africa / Middle East	567.8	15	493.2	13	402.1	10
Total	$              8,164.4	287	$             7,850.6	276	$            7,111.3	237
By Manufacturer:
Boeing	$              3,579.6	154	$             3,539.6	151	$            3,105.7	124
Airbus	4,575.8	132	4,301.7	124	3,996.2	113
Other	9.0	1	9.3	1	9.4	-
Total	$              8,164.4	287	$             7,850.6	276	$            7,111.3	237
By Body Type (1):
Narrow body	$              6,136.4	226	$             5,879.7	216	$            5,168.9	179
Intermediate	1,821.9	48	1,652.4	45	1,690.3	43
Wide body	197.1	12	309.2	14	242.7	15
Other	9.0	1	9.3	1	9.4	0
Total	$              8,164.4	287	$             7,850.6	276	$            7,111.3	237
By Product:
Operating lease	$              7,120.1	219	$             6,729.9	209	$            6,274.0	192
Leveraged lease (other)	40.8	2	40.8	2	95.2	4
Leveraged lease (tax optimized)	45.4	1	45.0	1	43.1	1
Capital lease	225.5	9	231.2	9	151.9	6
Loan	732.6	56	803.7	55	547.1	34
Total	$              8,164.4	287	$             7,850.6	276	$            7,111.3	237
Number of accounts	105		102		92
Weighted average age of fleet (years)	5		6		5
Largest customer net investment	$                 287.3		$                279.7		$               288.6
Off-lease aircraft		-		-		-
New Aircraft Delivery Order Book (dollars in billions)
For the Years Ending December 31,
2007 (Remaining 2007)	-	-	0.6	10	1.3	26
2008	1.4	23	1.4	23	1.4	24
2009	0.9	14	0.9	14	0.8	13
2010	1.2	21	-	-	-	-
2011	1.1	23	-	-	-	-
Thereafter	2.7	26	4.6	65	2.3	28
Total	$                     7.3	107	$                    7.5	112	$                   5.8	91

(1) Narrow body are single aisle design and consist primarily of Boeing 737 and 757 series and Airbus A320 series aircraft.  Intermediate body are smaller twin aisle design and consist primarily of Boeing 767 series and Airbus A330 series aircraft. Wide body are large twin aisle design and consist primarily of Boeing 747 and 777 series and McDonnell Douglas DC10 series aircraft.

Managed Home Lending Portfolio Statistics
	December 31, 2007(1)(2)	September 30, 2007(1)	December 31, 2006
Managed assets	$            10,180.0	$           11,519.9	$           10,522.5
Portfolio assets (UPB)	$              9,656.9	$           10,974.8	$             9,887.7
Portfolio assets	$              9,010.4
% of first mortgages	88%	89%	89%
Average loan size	$                 126.3	$                129.5	$                120.9
Fixed-rate mortgage %	47%	44%	43%
Weighted Average loan-to-value	82%	82%	82%
Average FICO score	638	637	636
Delinquencies (sixty days or more)	9.99%	10.34%	4.76%
Net charge-offs-managed basis	0.42%	2.04%	0.96%
Net charge-offs-owned basis	0.26%	2.00%	0.80%

(1)	The December and September 2007 amounts are based on unpaid principal balances and exclude valuation adjustments.
(2)	The December 2007 balances exclude approximately $270 million consisting primarily of manufactured housing vendor receivables that are included in the segment results.

 

CIT GROUP INC. AND SUBSIDIARIES
Non-GAAP Disclosures
(dollars in millions)

			December 31, 2007		September 30, 2007		December 31, 2006
Managed assets (1):
Finance receivables, excluding home lending			$           53,760.9		$  52,596.2		$           45,203.6
Finance receivables - home lending			8,775.6		9,156.2		9,861.3
Operating lease equipment, net			12,610.5		11,930.3		11,017.9
Financing and leasing assets held for sale			1,260.2		2,976.4		1,553.7
Home lending finance receivables held for sale			345.8		902.1		240.0
Equity and venture capital investments (included in other assets)			165.8		161.7		25.4
Total financing and leasing portfolio assets			76,918.8		77,722.9		67,901.9
	Securitized assets		6,311.2		6,561.5		6,261.4
Managed assets			$           83,230.0		$  84,284.4		$           74,163.3
Earning assets (2):
Total financing and leasing portfolio assets			$           76,918.8		$  77,722.9		$           67,901.9
		Credit balances of factoring clients	(4,542.2	)	(4,527.2	)	(4,131.3	)
Earning assets			$           72,376.6		$  73,195.7		$           63,770.6
Tangible equity (3):
Total equity			$             6,460.6		$    6,669.4		$             7,251.1
		Other comprehensive income relating to derivative financial instruments	96.6		29.9		(34.2	)
		Unrealized gain on securitization investments	(7.8	)	(7.3	)	(18.4	)
		Goodwill and intangible assets	(1,152.5	)	(1,459.1	)	(1,008.4	)
Tangible common equity			5,396.9		5,232.9		6,190.1
		Junior subordinated notes and convertible debt	1,440.0		750.0		-
		Preferred stock	500.0		500.0		500.0
		Preferred capital securities (4)	-		-		250.3
Tangible equity			$             7,336.9		$    6,482.9		$             6,940.4
			Quarters Ended
			December 31, 2007		September 30, 2007		December 31, 2006
Total net revenues(5)
		Net Finance Revenue	487.3		529.9		464.1
		Other Income	466.2		276.3		345.5
		Total net revenues	$                953.5		$       806.2		$                809.6
			Years Ended
			December 31, 2007		September 30, 2007
		Net Finance Revenue	2,020.3		1,802.6
		Other Income	1,580.1		1,248.8
		Total net revenues	$             3,600.4		$    3,051.4

Non-GAAP financial measures disclosed by management are meant to provide additional information and insight relative to trends in the business to investors and, in certain cases, to present financial information as measured by rating agencies and other users of financial information.  These measures are not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, non-GAAP financial measures used by other companies.
1)	Managed assets are utilized in certain credit and expense ratios.  Securitized assets are included in managed assets because CIT retains certain credit risk and the servicing related to assets that are funded through securitizations.
2)	Earning assets are utilized in certain revenue and earnings ratios.  Earning assets are net of credit balances of factoring clients.  This net amount, which corresponds to amounts funded, is a basis for revenues earned.
3)	Tangible equity is utilized in leverage ratios, and is consistent with certain rating agency measurements.  Other comprehensive income and unrealized gains on securitization investments (both included in the separate component of equity) are excluded from the calculation, as these amounts are not necessarily indicative of amounts which will be realized.
4)	The preferred capital securities were called on March 16, 2007.
5)	Total net revenues are the combination of net finance revenues after depreciation on operating leases and other income.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

CIT DECLARES COMMON DIVIDEND

        NEW YORK – January 15, 2008 – CIT Group Inc. (NYSE: CIT), a leading global commercial finance company, today announced that its Board of Directors has declared a regular quarterly cash dividend of $0.25 per share on its outstanding common stock. The common stock dividend is payable on February 29, 2008 to shareholders of record on February 15, 2008.

        CIT also announced its intention to sell approximately $30 million of common equity to facilitate the payment of quarterly dividends on the Company’s Series A and Series B preferred stock and semi-annual interest on the Company’s junior subordinated notes in March.

Rule 433

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained by contacting Morgan Stanley & Co. Incorporated toll free at 1-866-718-1649, or Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone: (718) 765-6732, facsimile: (718) 765-6734.

About CIT

Founded in 1908, CIT (NYSE: CIT) is a global commercial finance company that provides financial products and advisory services to more than one million customers in over 50 countries across 30 industries. A leader in middle market financing, CIT has more than $80 billion in managed assets and provides financial solutions for more than half of the Fortune 1000. A member of the S&P 500 and Fortune 500, it maintains leading positions in asset-based, cash flow and Small Business Administration lending, equipment leasing, vendor financing and factoring. The CIT brand platform, Capital Redefined, articulates its value proposition of providing its customers with the relationship, intellectual and financial capital to yield infinite possibilities. CIT will celebrate its Centennial beginning February 11, 2008. www.cit.com.

###

MEDIA RELATIONS:
C. Curtis Ritter
Director of External Communications & Media Relations
(212) 461-7711
curt.ritter@cit.com

INVESTOR RELATIONS:
Ken Brause
Executive Vice President
(212) 771-9650
ken.brause@cit.com

 

EX-99.3

Exhibit 99.3

CIT GROUP INC.

AMENDED AND RESTATED BY-LAWS

As Amended Through January 15, 2008

ARTICLE I

OFFICES

                Section 1.01. Registered Office. The registered office of CIT Group Inc. (the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware.

                Section 1.02. Other Offices. The Corporation may also have one or more offices at such other places, either within or without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or as the business of the Corporation may require.

                Section 1.03. Location of Books and Records. The books and records of the Corporation may be kept (subject to the provisions of the laws of the State of Delaware) at any place, either within or without the State of Delaware, as from time to time may be determined by the Board of Directors.

ARTICLE II

STOCKHOLDERS

                Section 2.01. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

                Section 2.02. Annual Meetings. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting of stockholders stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Any previously scheduled annual meeting of stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to the date previously scheduled for such meeting.

                Section 2.03. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation of the Corporation (including any certificates of designation with respect to any of the Corporation’s Preferred Stock (“Preferred Stock”), the “Certificate of Incorporation”), special meetings of stockholders, for any purpose or purposes, may be held at any time, but only when called by the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a special meeting of stockholders stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. Except as otherwise required by law or by the Certificate of Incorporation, no business shall be transacted at any special meeting of stockholders other than the items of business stated in the notice of meeting.

                Section 2.04. Notice of Meetings. A notice of meeting, stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which such special meeting is called, shall be prepared and delivered by the Corporation not less than ten days nor more than sixty days before the date of the meeting, either personally, or by mail, or to the extent and in the manner permitted by applicable law.

                Section 2.05. Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum for the transaction of such business. The Chairman of the Board or the holders of a majority of the voting power of the shares of Voting Stock so represented may adjourn the meeting from time to time, whether or not there is a quorum (or, in the case of specified business to be voted on by a class or series, the Chairman of the Board or the holders of a majority of the voting power of the shares of such class or series so represented may adjourn the meeting with respect to such specified business). No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

                Section 2.06. Notice of Stockholder Business and Nominations.

(a) Annual Meetings.

        (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at any annual meeting of stockholders (a) pursuant to the Corporation’s Notice of meeting delivered pursuant to Section 2.04 of these By-Laws, (b) by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) by any stockholder of the Corporation who (i) is entitled to vote at the meeting, (ii) was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation, and (iii) has complied with the notice procedures set forth in subparagraphs 2 and 3 of this Section 2.06.

        (2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of Section 2.06(a)(1), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and,

in the case of business other than nominations, such other business must be a proper subject for stockholder action under the General Corporation Law of the State of Delaware (the “General Corporation Law”). To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided that, in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than ninety (90) days from such anniversary date, notice by the stockholder, to be timely, must be so delivered not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 2.06(a). Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (x) all information relating to such person as would be required to be disclosed in solicitations of proxies for election of such nominees as directors in an election contest or would be otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (y) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (z) a statement of whether such person, if elected, intends to tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board of Directors, in accordance with the Corporation’s Corporate Governance Guidelines; (ii) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (B) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. If the stockholder or beneficial owner intends to solicit proxies in support of any such nomination or proposal, such stockholder’s notice shall also include a representation to that effect.

        (3) Notwithstanding anything in the second sentence of Section 2.06(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.06 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

        (b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Section 2.04. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2) by any stockholder of the Corporation who (i) is entitled to vote at the meeting, (ii) is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation and (iii) complies with the notice procedures set forth in this Section 2.06.Such nominations of persons for election to the Board of Directors may be made at such a special meeting of stockholders only if the stockholder’s notice required by Section 2.06(a)(2) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting by any stockholder of the Corporation who (i) is entitled to vote at the meeting, (ii) was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation and (iii) has complied with the notice procedures set forth in subparagraphs 2 and 3 of this Section 2.06

        (c) General.

        (1) Except as otherwise set forth in Section 3.05, only persons who are nominated in accordance with the procedures set forth in this Section 2.06 shall be eligible to be elected or serve as directors at a meeting of stockholders and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.06. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with this Section 2.06 and, if any proposed nomination or business is not in compliance with this Section 2.06, or if a stockholder or beneficial owner solicits proxies in support of a nomination or proposal without having made the representation required in Section 2.06(a)(2), to declare that such proposal or nomination shall be disregarded.

        (2) For purposes of this Section 2.06, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

        (3) Notwithstanding the foregoing provisions of this Section 2.06, a stockholder shall in any event also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.06. Nothing in this Section 2.06 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                Section 2.07. Chairman and Secretary of the Meeting. Meetings of the stockholders shall be presided over by the Chairman of the Board or the Chief Executive Officer, or if neither the Chairman nor the Chief Executive Officer is present, any officer

designated by the Chairman of the Board or the Chief Executive Officer to act as chairman, or if the Chairman and Chief Executive Officer are not present and neither the Chairman nor the Chief Executive Officer has designated a chairman, by a chairman to be chosen at the meeting. The Secretary of the Corporation, or in his absence, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and shall keep the minutes thereof. The order of business at all meetings of the stockholders and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion, shall be as determined by the chairman of the meeting.

                Section 2.08. Voting Rights. At any meeting of stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no proxy shall be voted after three years from its date, unless such proxy provides for a longer period. Every proxy shall be executed in writing by the stockholder or by his or her authorized representative, or otherwise as provided under the General Corporation Law.

                Section 2.09. Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ninety (90) nor less than ten (10) days before the date of any such meeting, shall not be more than ten (10) days after the date on which the Board of Directors, by resolution, fixes a record date for any such consent in writing, and shall not be more than ninety (90) days prior to any other action.

                Section 2.10. List of Stockholders. For a period of at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting arranged in alphabetical order for each class of stock, and showing their addresses and their record holdings as of the record date shall be open for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

                Section 2.11. Ratification. Any transaction questioned in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Corporation or any of its stockholders, on the ground of lack of authority, defective or irregular execution, adverse interest of any director, officer or stockholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting may be approved, ratified and confirmed before or after judgment by the Board of Directors or by the holders of Common Stock, voting as provided in the Certificate of Incorporation, and, if so approved, ratified or confirmed, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said approval, ratification or confirmation shall be binding upon the Corporation and all of its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

                Section 2.12. Inspectors. The Board of Directors may, and to the extent required by law shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting, decide upon the qualification of voters, count the votes, decide the results and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting may, and to the extent required by law shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.

ARTICLE III

DIRECTORS

                Section 3.01. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or these By-Laws required to be exercised or done by the stockholders.

                Section 3.02. Number, Term of Office and Voting Requirements. Subject to the rights of the holders of any Preferred Stock to elect directors under any specified circumstances, the entire Board of Directors shall consist of not less than three (3) nor more than fifteen (15) members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. A nominee for director shall be elected to the Board of Directors if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Article II, Section 2.06(a)(2) of these Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or before the tenth day before the Corporation first mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. Votes cast shall not include abstentions with respect to the election of directors. Subject to his or her earlier death, resignation or removal as provided in Sections 3.04 or 3.05, each director shall hold office until the annual meeting of the stockholders next ensuing after his or her election and until his or her successor is elected and shall have qualified. Directors need not be stockholders.

                Section 3.03. Quorum. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. The act of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as otherwise provided in the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time without further notice other than announcement at the meeting. If permitted by

applicable law, the directors present at a duly authorized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

                Section 3.04. Resignation. Any director may resign at any time by giving written notice of his or her resignation to the Corporation. A resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

                Section 3.05. Removal. Subject to any rights of holders of Preferred Stock, any director may be removed from office, for cause, by the holders of a 66 2/3% or more of the voting power of the outstanding shares of Voting Stock, voting together as one class.

                Section 3.06. Vacancies. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or the sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until their successors shall have been duly elected and qualified, subject to their prior death, resignation, retirement disqualification or removal from office. No decrease in the number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.

                Section 3.07. Meetings. (a) Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the call of any meeting. In the absence of any such designation, the meetings shall be held at the principal executive offices of the Corporation. Regular meetings of the Board of Directors shall be held six times each year on a bi-monthly basis and special meetings may be held at any time upon the call of the Chairman of the Board or the Chief Executive Officer or the President or, at the request in writing of a majority of the directors, by the Secretary.

        (b) A meeting of the Board of Directors may be held without notice immediately after or before the annual meeting of stockholders at the same place at which such meeting was held or as soon as practicable after the annual meeting of stockholders on such date and at such time and place as the Board of Directors determines from time to time. For all other meetings of the Board of Directors, the Secretary or an Assistant Secretary shall give notice to each director of the time and place of the meeting by (a) mailing such notice by United States mail not later than the tenth (10th) day preceding the day on which such meeting is to be held, (b) sending such notice via courier not later than the fourth (4th) business day preceding the day on which such meeting is to be held or (c) sending such notice by facsimile or electronic mail transmission or other form of electronic communication or delivering such notice personally or by telephone, in each case, not later than during the second (2nd) day immediately preceding the day on which such meeting is to be held. Notice of any meeting need not be given to any director who shall submit, either before or after the time stated therein, a signed waiver of notice or who shall attend the meeting, other than for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Notice of an adjourned meeting, including the place, date and time of the new meeting, shall be given to all directors not present at the time of the adjournment, and also to the other directors unless

the place, date and time of the new meeting are announced at the meeting at the time at which the adjournment is taken.

        (c) The Chairman of the Board shall preside at all meetings of the Board of Directors at which he shall be present. In his or her absence, the Lead Director shall preside at all meetings of the Board of Directors at which he or she shall be present and in the absence of the Lead Director, the Board of Directors shall choose a chairman of each meeting who shall preside thereat.

                Section 3.08. Dividends. To the extent permitted by law, the Board of Directors shall have full power and discretion, subject to the provisions of the Certificate of Incorporation and the terms of any other corporate document or instrument binding upon the Corporation, to determine what, if any, dividends or distributions shall be declared and paid or made.

                Section 3.09. Committees. (a) The Corporation shall have three standing committees: (i) the audit committee; (ii) the compensation committee and (iii) and the nominating and governance committee.

        (b) The audit committee shall be governed by the Audit Committee Charter adopted by resolution of the Board of Directors.

        (c) The compensation committee shall be governed by the Compensation Committee Charter adopted by resolution of the Board of Directors.

        (d) The nominating and governance committee shall be governed by the Nominating and Governance Committee Charter adopted by resolution of the Board of Directors.

                Section 3.10. Additional Committees. The Board of Directors may in its discretion, by resolution passed by the affirmative vote of a majority of the entire Board of Directors, designate such other committees, which, to the extent permitted by law and conferred by the resolutions appointing them, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to dissolve any such committee formed by it.

                Section 3.11. Committee Membership. Subject to any other provisions herein or in any applicable charter (including the Audit Committee Charter and the Compensation and Governance Committee Charter), the Board of Directors shall determine the number and the identity of the directors who shall belong to each committee.

                Section 3.12. Rules and Procedures. (a) Each committee may fix its own rules and procedures and shall meet at such times and places as may be provided by such rules, by resolution of the committee or by call of the chairman of the committee. Notice of meetings of each committee, other than of regular meetings provided for by its rules or resolutions, shall be given to committee members. At all meetings of such committee, a majority of its members, but not less than two, shall constitute a quorum for the transaction of business. The act of the committee members present at any meeting at which there is a quorum shall be the act of such committee. Only the Board of Directors shall have the power to fill vacancies in any committee. All action taken at any meeting of a committee shall be recorded in minutes of the meeting and

each committee shall deliver such minutes to the Secretary of the Corporation to be filed with the books and records of the Corporation.

        (b) The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member or members at any meeting of the committee. In addition, in the absence or disqualification of a member of a committee, if no alternate member has been designated by the Board of Directors, the member or members present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

        (c) Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

        (d) Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

                Section 3.13. Application of Article. Whenever any provision of any other document relating to any committee of the Corporation named therein shall be in conflict with any provision of this Article III, the provisions of this Article III shall govern, except that if such other document shall have been approved by a vote of the Board of Directors, the provisions of such other document shall govern, and except that the provisions of the Audit Committee Charter and the provisions of the Compensation and Governance Committee Charter shall govern.

                Section 3.14. Compensation. Each director who is not an employee or officer of the Corporation or its subsidiaries, in consideration of his or her serving as such, shall be entitled to receive from the Corporation such compensation for such periods or such fees for attendance at meetings of the Board of Directors or of any committee, or both, as the Board of Directors or the Compensation and Governance Committee shall from time to time determine. The Board of Directors or the Compensation and Governance Committee may provide that the Corporation shall reimburse each director or member of a committee for any reasonable expenses incurred by him or her on account of his or her attendance at any such meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation or any of its subsidiaries or affiliates in any other capacity and receiving compensation therefor.

                Section 3.15. Entire Board of Directors. As used in these By-Laws, the term “entire Board of Directors”means the total number of directors which the Corporation would have if there were no vacancies in the Board of Directors.

ARTICLE IV

OFFICERS

                Section 4.01. Number. The officers of the Corporation shall include a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, a Treasurer, a Controller, a General Counsel and such other officers as may be appointed in accordance with the provisions of Section 4.03. Any number of offices may be held by the same person.

                Section 4.02. Election, Term of Office and Qualifications. Each officer specifically designated in Section 4.01 shall be chosen by the Board of Directors within sixty (60) days after each annual election of directors, and shall hold his or her office until a successor shall have been chosen and qualified or until his or her earlier death or until he or she shall resign or shall have been removed in the manner provided in Section 4.04. The Chairman of the Board and the Chief Executive Officer shall be directors. No other officer need be a director.

                Section 4.03. Other Officers. The Board of Directors from time to time may choose other officers or agents, including, but not limited to, one or more Vice Chairmen, a Chief Operating Officer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and one or more Assistant Controllers, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Board of Directors from time to time may determine. The Chairman of the Board, the President or the Chief Executive Officer may appoint any such other officers or agents, other than a Chief Operating Officer, fix their term of office, and prescribe their respective authorities and duties.

                Section 4.04. Removal. Any officer may be removed either with or without cause by the vote of a majority of the directors; provided that any officer who reports to either the Chief Executive Officer or President or to some other officer who in turn reports to the Chief Executive Officer or the President may also be removed by action of the Chief Executive Officer or the President or such other officer, as the case may be.

                Section 4.05. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President, the Chief Executive Officer or the Chief Operating Officer. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or by any such officer and the acceptance of a resignation shall not be necessary to make it effective.

                Section 4.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term in the manner prescribed by these By-Laws for the regular election or appointment to such office.

                Section 4.07. The Chairman of the Board. The Chairman of the Board shall preside at meetings of the Board of Directors at which he or she is present, and shall give counsel and advice to the Board of Directors and the officers of the Corporation on all subjects touching the welfare of the Corporation and the conduct of its business. He or she shall perform such other duties as the Board of Directors may from time to time determine. The Chairman

shall be a member of the Board of Directors. The Chairman shall have the power to sign all certificates, contracts, obligations and other instruments of the Corporation.

                Section 4.08. The President. Unless otherwise determined by the Board of Directors and except as otherwise vested in the Chief Executive Officer (if such position shall be held by a different person), the President shall be the chief executive officer of the Corporation and, subject to the overall direction and control of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and shall be a member of the Board of Directors. In the event of the death, absence, unavailability or disability of the Chairman of the Board, the President shall exercise all the powers and discharge all the duties of the Chairman. The President shall have power to sign all certificates, contracts, obligations and other instruments of the Corporation. The President shall do and perform all such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

                Section 4.09. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and, subject to the overall direction and control of the Board of Directors, shall have general charge and control of the business and affairs of the Corporation. In the event of the death, absence, unavailability or disability of the Chairman of the Board or the President, the Chief Executive Officer shall exercise all the powers and discharge all the duties of the Chairman. The Chief Executive Officer shall do and perform all such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors. The Chief Executive Officer shall have the power to sign all certificates, contracts, obligations and other instruments of the Corporation.

                Section 4.10. The Chief Operating Officer. In the event the Board of Directors shall choose a Chief Operating Officer, the Chief Operating Officer shall be the chief operating officer of the Corporation responsible for directing, administering and coordinating the business operations of the Corporation in accordance with policies, goals and objectives established by the Board of Directors. The Chief Operating Officer shall generally assist the Chairman, the President and the Chief Executive Officer and perform such other duties as the Board of Directors or the Chairman, the President or the Chief Executive Officer shall prescribe. The Chief Operating Officer shall have the power to sign all certificates, contracts, obligations and other instruments of the Corporation.

                Section 4.11. The Vice Chairmen. The Vice Chairmen shall generally assist the Chairman, the President, the Chief Executive Officer and the Chief Operating Officer and perform such other duties as the Board of Directors or the Chairman or the President shall prescribe.

                Section 4.12. The Vice Presidents and Assistant Vice Presidents. The Vice Presidents and Assistant Vice Presidents shall perform such duties and may exercise such powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors, the Chairman, a Vice Chairman of the Board, the President, the Chief Executive Officer or the Chief Operating Officer. The Board of Directors, the Chairman of the Board, the President, the Chief Executive Officer or the Chief Operating Officer may designate one or more Vice Presidents as Executive Vice Presidents or Senior Vice Presidents. In the event of the death, absence, unavailability or disability of the Chairman of the Board, the President, the Chief Executive Officer or the Chief Operating Officer, the Board of Directors may, in its discretion, designate one or more Vice Presidents who shall, for the time being, act as Chairman of the

Board, President, Chief Executive Officer or Chief Operating Officer; and when so acting, such Vice Presidents shall have all of the powers and discharge all of the duties of the Chairman of the Board, the President, the Chief Executive Officer or the Chief Operating Officer, except as otherwise provided in Section 3.05 hereof. Each Vice President who has been designated an Executive Vice President or Senior Vice President shall, except where by law the signature of the President is required, possess the same power as the President to sign all certificates, contracts, obligations and other instruments of the Corporation.

                Section 4.13. The Secretary and the Assistant Secretaries. The Secretary shall:

        (1) Attend meetings of the stockholders and the Board of Directors, keep the minutes of such meetings and cause the same to be recorded in books provided for that purpose;

        (2) Prepare, or cause to be prepared, and submit to the Inspectors of election at each meeting of the stockholders a certified list, in alphabetical order, of the names of the stockholders entitled to vote at such meeting, together with the class and number of shares of stock held by each;

        (3) Provide that all notices are duly given in accordance with the provisions of these By-Laws or as required by statute;

        (4) Be custodian of the records and minutes of the Corporation, the Board of Directors and any committees thereof, and of the seal of the Corporation; see that the seal is affixed, if necessary, to all stock certificates prior to their issuance and to all documents the execution of which on behalf of the Corporation under its seal shall have been duly authorized and attest the seal when so affixed;

        (5) Provide that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed; and

        (6) In general, perform all duties and have all powers incident to the office of Secretary and perform such other duties and have such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

At the request of the Secretary, or in his or her absence or disability, any Assistant Secretary shall perform any of the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments and attest the same.

                Section 4.14. Chief Financial Officer. The Chief Financial Officer shall, subject to the control of the Board of Directors, keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director. The Chief Financial Officer shall be empowered, from time to time, to require from the officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and

all financial transactions of the Corporation. The Chief Financial Officer shall deposit all moneys and other valuables in the name and the credit of the Corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Corporation and shall have other powers and perform such other duties as may be prescribed by the Board of Directors, the President or the Chief Executive Officer, or these By-Laws. The Chief Financial Officer shall have the power to sign all certificates, contracts, obligations and other instruments of the Corporation.

                Section 4.15. The Treasurer and the Assistant Treasurers. (a) The Treasurer shall, subject to the control of the Board of Directors and except as such powers and duties are otherwise vested in the Chief Financial Officer (if such position shall be held by a different person), have the care and custody of the funds including the borrowing thereof, the securities, receipts and disbursements of the Corporation; cause all moneys and other valuable effects to be deposited in the name and to the credit of the Corporation, in such banks or trust companies or with such bankers of other depositaries as shall be selected by the Board of Directors or Audit Committee, or pursuant to authority conferred by the Board of Directors or Audit Committee; cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation; cause to be taken and preserved paper vouchers for all moneys disbursed; render to the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Board of Directors or the Audit Committee, whenever requested, an account of his or her transactions as Treasurer; in general, perform all duties and have all powers incident to the office of Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors. The Treasurer shall have the power to sign all certificates, contracts, obligations and other instruments of the Corporation.

        (b) At the request of the Treasurer, or in his or her absence or disability, the Assistant Treasurer, or in case there shall be more than one Assistant Treasurer, the Assistant Treasurer designated by the Board of Directors, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer or the Chief Operating Officer, shall perform any of the duties of the Treasurer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Except where by law the signature of the Treasurer is required, each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Corporation.

                Section 4.16. The Controller and the Assistant Controllers. (a) The Controller shall cause to be kept correct books of accounts of all the business transactions of the Corporation, shall see that adequate audits thereof are currently and regularly made, shall examine and certify the accounts of the Corporation, shall render to the Board of Directors, the Audit Committee, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer or the Chief Operating Officer, whenever requested, an account of the financial condition of the Corporation, and shall report to the Board of Directors, to the Audit Committee or to such officers as the Board of Directors may require. He or she shall perform such other duties and have such other powers as from time to time may be assigned to him or her by the Board of Directors.

        (b) At the request of the Controller, or in his or her absence or disability, the Assistant Controller, or in case there shall be more than one Assistant Controller, the Assistant Controller designated by the Board of Directors or by the Chairman of the Board, the President, the Chief

Executive Officer or the Chief Operating Officer, shall perform any of the duties of the Controller and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Controller.

                Section 4.17. General Counsel. The General Counsel shall be the chief legal officer of the Corporation and shall have responsibility for the general supervision of all matters of a legal nature concerning the Corporation. He or she shall perform all such duties commonly incident to his or her office or as properly required of him or her by the Chairman of the Board of Directors, the President, or the Chief Executive Officer. The General Counsel shall have the power to sign certificates, contracts, opinions and other documents of or on behalf of the Corporation.

                Section 4.18. Voting Shares in Other Corporations. Unless otherwise directed by the Board of Directors, shares in other corporations which are held by the Corporation shall be represented and voted only by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a proxy or proxies appointed by any of them.

                Section 4.19. Contracts. Any officer having the power to sign certificates, contracts, obligations and other instruments of the Corporation may delegate such power to any other officer or employee of the Corporation, provided that the officer having delegated such power shall be accountable for the actions of such other officer or employee.

ARTICLE V

CERTIFICATES OF STOCK

                Section 5.01. Form, Transfer. The shares of the Corporation shall be represented by certificates or shall be uncertificated. Each registered holder of shares, upon request to the Corporation, shall be provided with a certificate of stock representing the number of shares owned by such holder. The certificates of stock of the Corporation shall be in the form or forms from time to time approved by the Board of Directors. Transfers of stock shall be made upon the books of the Corporation: (1) upon presentation of the certificates by the registered holder in person or by duly authorized attorney, or upon presentation of proper evidence of succession, assignment or authority to transfer the stock, and upon surrender of the appropriate certificate(s), or (2) in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual presenting proper evidence of succession, assignment or authority to transfer the stock.

                Section 5.02. Signatures. The certificates of stock shall be signed in the name of the Corporation by the Chairman of the Board, the Chief Executive Officer, the President, any Vice Chairman or any Vice President and by the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer (except that where any such certificate is countersigned either (a) by a transfer agent other than the Corporation or its employee or (b) by a registrar other than the Corporation or its employee, any other signature on any such certificate may be a facsimile) and shall be countersigned and registered in such a manner, if any, as the Board of Directors may by resolution prescribe. In case any officer, transfer agent or registrar who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the

Corporation or these By-Laws shall be amended to eliminate his or her office before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the Corporation or such office had not been eliminated, and such issuance and delivery shall constitute adoption thereof by the Corporation.

                Section 5.03. Lost Certificates. The Board of Directors or any officer of the Corporation to whom the Board of Directors has delegated authority may authorize any transfer agent of the Corporation to issue, and any registrar of the Corporation to register, at any time and from time to time unless otherwise directed, a new certificate or certificates of stock in the place of a certificate or certificates theretofore issued by the Corporation, alleged to have been lost or destroyed, upon receipt by the transfer agent of evidence of such loss or destruction, which may be the affidavit of the applicant; a bond indemnifying the Corporation and any transfer agent and registrar of the class of stock involved against claims that may be made against it or them on account of the lost or destroyed certificate or the issuance of a new certificate, of such kind and in such amount as the Board of Directors shall have authorized the transfer agent to accept generally or as the Board of Directors or an authorized officer shall approve in particular cases; and any other documents or instruments that the Board of Directors or an authorized officer may require from time to time to protect adequately the interest of the Corporation. A new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper to do so.

                Section 5.04. Holder of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

CHECKS, NOTES, ETC.

        All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations, bonds and other orders or instruments for the payment of money, shall be signed by such officer or officers, employee or employees, or agent or agents, as shall be thereunto authorized from time to time by the Board of Directors. The Board of Directors may, in its discretion, also provide for the countersignature or registration of any or all such orders, instruments or obligations for the payment of money.

ARTICLE VII

FISCAL YEAR

        The fiscal year of the Corporation shall be as specified by the Board of Directors.

ARTICLE VIII

CORPORATE SEAL

        The corporate seal shall be in such form as shall from time to time be approved by the Board of Directors. If and when so authorized by the Board of Directors, a duplicate of the seal may be kept and used by the Secretary or Treasurer or by any Assistant Secretary or Assistant Treasurer. In lieu of the corporate seal, when so authorized by the Board of Directors, a facsimile of such corporate seal may be impressed or affixed or reproduced.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

                Section 9.01. General. Subject to Section 9.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

                Section 9.02. Corporation Suit. Subject to Section 9.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

                Section 9.03. Authorization. Any indemnification under this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the current or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 9.01 or 9.02. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the

directors who were not parties to such action, suit or proceeding, even though less than a quorum, (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (c) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (d) by the stockholders. To the extent, however, that a current or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

                Section 9.04. Expenses. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors or any person or persons designated by the Board of Directors deems appropriate.

                Section 9.05. Non-Exclusive Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, contract, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The provisions of this Article IX shall not be deemed to preclude the indemnification of any person, who is not specified in Section 9.01 or 9.02 but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law, or otherwise.

                Section 9.06. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the provisions of this Article IX.

                Section 9.07. Definitions. For purposes of this Article IX, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provision of this Article X with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article X, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to

an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article IX.

                Section 9.08. Continuing Nature. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.

                Section 9.09. Limitation. Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director, officer, employee or agent in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

ARTICLE X

RELIANCE ON RECORDS AND REPORTS

        Each director, officer or member of any committee designated by, or by authority of, the Board of Directors, shall in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation or any of its subsidiaries, or upon reports made to the Corporation or any of its subsidiaries by any official of the Corporation or of a subsidiary or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board of Directors or by any such committee.

ARTICLE XI

AMENDMENTS

        The Board of Directors shall have the express power, without a vote of stockholders, to adopt any By-Law, and to amend, alter or repeal these By-Laws, except to the extent that these By-Laws or the Certificate of Incorporation otherwise provide. The Board of Directors may exercise such power upon the affirmative vote of a majority of the entire Board of Directors; provided, however, that notwithstanding the foregoing, the Board of Directors may alter, amend or repeal By-Laws in conflict with Section 3.05 of these By-Laws or this Article 11 of these By-Laws only by a resolution adopted by 66 2/3% vote of the entire Board of Directors. Stockholders may not adopt any By-Law, nor amend, alter or repeal these By-Laws of the Corporation, except upon the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of Voting Stock, voting together as a single class. These By-Laws may be altered, amended or repealed at any meeting of the Board of Directors, provided that notice of such proposed alteration, amendment or repeal is contained in the notice of such meeting of the Board of Directors.