10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

|X|	Quarterly Report Pursuant to Section 13 or 15(d)	or	|_|	Transition Report Pursuant to Section 13 or 15(d)
	of the Securities Exchange Act of 1934			of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2008

Commission File Number: 001-31369

CIT GROUP INC.
(Exact name of Registrant as specified in its charter)

Delaware	65-1051192
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
505 Fifth Avenue, New York, New York	10017
(Address of Registrant’s principal executive offices)	(Zip Code)
(212) 771-0505
(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer |X| Accelerated filer |_| Non-accelerated filer |_| Smaller reporting company |_|.

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934. Yes | | No |X|

As of May 2, 2008, there were 282,617,637 shares of the registrant’s common stock outstanding.

CONTENTS Part One—Financial Information:

ITEM 1.	Consolidated Financial Statements	2
	Consolidated Balance Sheets (Unaudited)	2
	Consolidated Statements of Income (Unaudited)	3
	Consolidated Statement of Stockholders’ Equity (Unaudited)	4
	Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Consolidated Financial Statements	6-26
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	and
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	27-59
ITEM 4.	Controls and Procedures	59

Part Two—Other Information:

ITEM 1.	Legal Proceedings	60
ITEM 1A	Risk Factors	60-65
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
ITEM 3.	Defaults Upon Senior Securities	66
ITEM 4.	Submission of Matters to a Vote of Security Holders	66
ITEM 5.	Other Information	66
ITEM 6.	Exhibits	66-69
Signatures		70

Table of Contents 1

Part One—Financial Information

ITEM 1. Consolidated Financial Statements

CIT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited) – Assets (dollars in millions – except share data)

	March 31, 2008		December 31, 2007
Financing and leasing assets held for investment:
Finance receivables, including receivables pledged of $25,014.1 and $24,174.6	$63,538.9		$62,536.5
Reserve for credit losses	(1,121.9	)	(831.5	)
Net finance receivables	62,417.0		61,705.0
Operating lease equipment, net	12,203.7		12,610.5
Financing and leasing assets held for sale	2,615.7		1,606.0
Cash and cash equivalents, including $1,293.7 and $479.2 restricted	10,340.3		6,792.3
Retained interests in securitizations	1,153.1		1,208.0
Goodwill and intangible assets, net	1,159.5		1,152.5
Other assets	5,834.4		5,539.1
Total Assets	$95,723.7		$90,613.4

CONSOLIDATED BALANCE SHEETS – Liabilities and Stockholders’ Equity

Debt:
Commercial paper	$1,338.4		$2,822.3
Variable-rate bank credit facilities	7,300.0		–
Variable-rate non-recourse, secured borrowings	19,090.3		17,430.3
Variable-rate senior unsecured notes	18,584.5		19,888.2
Fixed-rate senior unsecured notes	30,668.5		29,477.6
Junior subordinated notes	1,440.0		1,440.0
Total debt	78,421.7		71,058.4
Deposits	2,406.5		2,745.8
Credit balances of factoring clients	3,572.9		4,542.2
Accrued liabilities and payables	4,624.7		5,248.9
Total Liabilities	89,025.8		83,595.3
Commitments and Contingencies (Note 11)
Minority interest	54.3		57.5
Stockholders’ Equity:
Preferred stock: $0.01 par value, 100,000,000 authorized
Issued and outstanding:
Series A 14,000,000 with a liquidation preference of $25 per share	350.0		350.0
Series B 1,500,000 with a liquidation preference of $100 per share	150.0		150.0
Common stock: $0.01 par value, 600,000,000 authorized
Issued: 215,044,322 and 214,390,177	2.1		2.1
Outstanding: 191,600,618 and 189,925,903
Paid-in capital, net of deferred compensation of $16.7 and $34.4	10,367.3		10,453.9
Accumulated deficit	(3,207.0	)	(2,949.8	)
Accumulated other comprehensive income	152.8		194.8
Less: treasury stock, 23,443,704 and 24,464,574 shares, at cost	(1,171.6	)	(1,240.4	)
Total Common Stockholders’ Equity	6,143.6		6,460.6
Total Stockholders’ Equity	6,643.6		6,960.6
Total Liabilities and Stockholders’ Equity	$95,723.7		$90,613.4

See Notes to Consolidated Financial Statements.

2 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited) (dollars in millions - except per share data)

	Quarters Ended March 31,
	2008		2007
Finance revenue	$1,682.0		$1,617.1
Interest expense	954.1		873.6
Depreciation on operating lease equipment	294.6		263.6
Net finance revenue	433.3		479.9
Provision for credit losses	464.5		71.1
Net finance revenue, after credit provision	(31.2	)	408.8
Valuation allowance for receivables held for sale	140.5		–
Net finance revenue, after credit provision and valuation allowance	(171.7	)	408.8
Other income	174.0		328.6
Total net revenue, after valuation allowance	2.3		737.4
Salaries and general operating expenses	318.0		355.8
Provision for severance and real estate exiting activities	69.1		–
Loss on debt and debt-related derivative extinguishments	148.1		139.3
(Loss) income before (benefit) provision for income taxes	(532.9	)	242.3
Benefit (provision) for income taxes	294.2		(34.1	)
Minority interest, after tax	(11.0	)	(0.1	)
Net (loss) income before preferred stock dividends	(249.7	)	208.1
Preferred stock dividends	(7.5	)	(7.5	)
Net (loss) income (attributable) available to common stockholders	$  (257.2	)	$   200.6
Per common share data
Basic (loss) earnings per share	$    (1.35	)	$     1.03
Diluted (loss) earnings per share	$    (1.35	)	$     1.01
Number of shares - basic (thousands)	191,091		194,099
Number of shares - diluted (thousands)	191,091		197,922
Dividends per common share	$     0.25		$     0.25

See Notes to Consolidated Financial Statements.

Item 1: Consolidated Financial Statements 3

CIT GROUP INC. AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Equity (Unaudited) (dollars in millions)

	Preferred Stock	Common Stock	Paid-in Capital		Accumulated (Deficit) / Earnings		Accumulated Other Comprehensive Income / (Loss)		Treasury Stock		Total Stockholders’ Equity
December 31, 2007	$500.0	$2.1	$10,453.9		$(2,949.8	)	$194.8		$(1,240.4	)	$6,960.6
Net loss before preferred stock dividends					(249.7	)					(249.7	)
Foreign currency translation adjustments							(7.3	)			(7.3	)
Change in fair values of derivatives
qualifying as cash flow hedges							(25.3	)			(25.3	)
Unrealized loss on available for
sale equity and securitization
investments, net							(4.0	)			(4.0	)
Minimum pension liability adjustment							(5.4	)			(5.4	)
Total comprehensive (loss)											(291.7	)
Cash dividends – common			(48.2	)							(48.2	)
Cash dividends – preferred					(7.5	)					(7.5	)
Restricted stock expense			(6.8	)							(6.8	)
Stock option expense			5.3								5.3
Issuance of stock			(33.8	)					65.0		31.2
Employee stock purchase plan participation			(3.1	)					3.8		0.7
March 31, 2008	$500.0	$2.1	$10,367.3		$(3,207.0	)	$152.8		$(1,171.6	)	$6,643.6

See Notes to Consolidated Financial Statements.

4 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)
Quarters Ended March 31, (dollars in millions)

	2008		2007
Cash Flows From Operations
Net (loss) income before preferred stock dividends	$    (249.7	)	$    208.1
Adjustments to reconcile net (loss) income to net cash flows from operations:
Depreciation, amortization and accretion	334.8		292.2
Gains on equipment, receivable and investment sales	(56.9	)	(72.9	)
Valuation allowance for receivables held for sale	140.5		–
Loss on debt and debt-related derivative extinguishments	148.1		139.3
Provision for credit losses	464.5		71.1
(Benefit) provision for deferred federal income taxes	(351.8	)	44.1
Share-based compensation amortization	–		17.5
Decrease (increase) in finance receivables held for sale	40.6		(211.9	)
Decrease in other assets	79.6		52.3
(Decrease) in accrued liabilities and payables	(322.9	)	(84.3	)
Net cash flows provided by operations	226.8		455.5
Cash Flows From Investing Activities
Finance receivables extended and purchased	(17,002.0	)	(17,979.5	)
Principal collections of finance receivables and investments	13,972.9		13,613.7
Proceeds from asset and receivable sales	627.9		1,038.3
Purchases of assets to be leased and other equipment	(660.4	)	(696.2	)
Acquisitions, net of cash acquired	–		(1,835.6	)
Net (increase) in short-term factoring receivables	(634.6	)	(200.2	)
Net cash flows (used for) investing activities	(3,696.2	)	(6,059.5	)
Cash Flows From Financing Activities
Net decrease in commercial paper	(1,483.9	)	(103.6	)
Proceeds from the issuance of term debt and bank credit facilities	10,539.5		6,971.5
Repayments of term debt	(2,540.2	)	(2,291.9	)
Net (decrease) increase in deposits	(339.3	)	569.7
Net repayments of non-recourse leveraged lease debt	(4.3	)	(22.4	)
Collection of security deposits and maintenance funds	754.4		326.9
Repayment of security deposits and maintenance funds	(677.7	)	(282.4	)
Cash dividends paid	(55.7	)	(58.9	)
Treasury stock issuances	31.2		79.3
Treasury stock repurchases	–		(498.4	)
Excess tax benefit related to share-based compensation	–		17.6
Other	(21.1	)	(62.6	)
Net cash flows provided by financing activities	6,202.9		4,644.8
Net increase (decrease) in cash and cash equivalents	2,733.5		(959.2	)
Unrestricted cash and cash equivalents, beginning of period	6,313.1		4,279.4
Unrestricted cash and cash equivalents, end of period	$  9,046.6		$ 3,320.2
Supplementary Cash Flow Disclosure
Interest paid	$     805.2		$    656.4
Federal, foreign, state and local income taxes paid, net	$         1.0		$      84.2

See Notes to Consolidated Financial Statements.

Item 1: Consolidated Financial Statements 5

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of CIT Group Inc. and its majority owned subsidiaries (“CIT” or the “Company”), and those variable interest entities (VIEs) where the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated. Results of operations of companies purchased are included from the dates of acquisition and for VIEs, from the dates that the Company became the primary beneficiary. Assets held in an agency or fiduciary capacity are not included in the consolidated financial statements. The Company accounts for investments in companies for which it owns a voting interest of 20 percent to 50 percent and for which it has the ability to exercise significant influence over operations and financial decisions using the equity method of accounting. These investments are included in other assets and the Company’s proportionate share of net income or loss is included in other income.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates and assumptions. These financial statements have been prepared in accordance with the instructions to Form 10-Q, do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“GAAP”) and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. The financial statements in this Form 10-Q have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (U.S.), but in the opinion of management include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of CIT’s financial position, results of operations and cash flows. Certain prior period amounts have been conformed to the current year presentation including cash flow balances and the balance sheet presentation of derivative counterparty receivables and payables detailed in the following sections.

Commencing with the presentation of the Consolidated Statements of Cash Flows for the nine months ended September 30, 2007, the Company revised the classification of cash flow changes in security deposits and aerospace equipment maintenance funds and included these amounts as separate line items within “Cash Flows from Financing Activities”. Previously, these changes had been included in the line item Increase (decrease) in accrued liabilities and payables in “Cash Flows from Operations”. The effect of this revision to the previously issued 2007 cash flow statement is a reduction of $44.5 million and corresponding increase in cash flows from financing activities.

Liquidity and Capital

The success and profitability of the Company’s business depends upon access to the debt capital markets to provide liquidity and efficient funding for profitable asset growth. These markets have exhibited heightened volatility and dramatically reduced liquidity. Liquidity in the debt capital markets has become significantly more constrained and interest rates available to the Company have increased significantly relative to benchmark rates, such as U.S. treasury securities and LIBOR. Recent downgrades in the Company’s short and long-term credit ratings had the practical effect of leaving the Company without current access to the “A1/P1” prime commercial paper market, a historical source of liquidity, and necessitated the Company’s recent action to fully draw down its $7.3 billion of bank credit facilities. As a result of these developments, the Company is not currently accessing the commercial paper and unsecured term debt markets and has shifted funding sources over the past year primarily to asset-backed securities and other secured credit facilities, including both on-balance sheet and off-balance sheet securitizations. While secured financing may provide funding at an acceptable cost in the current market for many of the Company’s businesses, for some businesses, secured funding is significantly less efficient and more costly than unsecured debt facilities have been historically.

In April and May 2008, the Company issued common and preferred stock for proceeds totaling approximately $1.535 billion (prior to expenses) (see Note 19) and announced a 60% reduction in the quarterly common stock dividend. Additional measures approved by the Company’s Board of Directors and designed to enhance the Company’s capital and liquidity position, include the following:

•  second quarter 2008 sale of $1.4 billion of asset-backed loans and $3.2 billion of related commitments;

• sale of $770 million of commercial aircraft, of which $300 million closed in the first quarter of 2008;

• identification of an additional $2 billion in assets to be financed or sold; and

• evaluation of strategic alternatives for the Company’s $4 billion rail leasing business.

The liquidity and capital enhancement measures described above are designed to restore, over time, the Company’s access to competitively-priced unsecured term debt markets and the commercial paper market and, in turn, to restore the Company to profitability. These initiatives are subject to a number of uncertainties, and there can be no assurance that any or all of them will be undertaken and if undertaken, successfully completed. Further, if any or all of these measures are undertaken, they may not achieve their anticipated benefits. Management’s failure to successfully implement its liquidity and capital enhancement measures could have a material adverse effect on the Company’s financial position, results of operations and cashflows.

6 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between two market participants on the measurement date. The impact of adopting SFAS No. 157 on accumulated deficit at January 1, 2008 was not material. Subsequent changes in the fair value of financial assets and liabilities are recognized in earnings as they occur.

The Company determines the fair value of its assets and liabilities based on the fair value hierarchy established in SFAS 157, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under SFAS No. 157 are described below:

• Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain other securities that are highly liquid and are actively traded in over-the-counter markets;

• Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes derivative contracts and certain loans held-for-sale;

• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using valuation models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes retained residual interests in securitizations, highly structured or long-term derivative contracts and collateralized loan obligations (CLO) where independent pricing information is not able to be obtained for a significant portion of the underlying assets or liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest ranking of any input that is significant to the fair value measurement.

The Company did not elect to measure any financial instruments at fair value under SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”

Effective January 1, 2008, the Company adopted FASB Staff Position FIN 39-1 (FSP FIN 39-1), an amendment to FASB Interpretation No. 39, which allows for the accounting policy election to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. In conjunction with this adoption, the Company has elected to present assets and liabilities on a gross-by-counterparty basis. Assets and liabilities, as previously reported at December 31, 2007, were reflected on a net-by-counterparty basis for transactions settled in the same currency. Accordingly, other assets and accrued liabilities and payables as of December 31, 2007 were each increased by $365.4 million from amounts previously reported in order to conform to the current presentation.

New Accounting Pronouncements

On March 19, 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB No. 133” (SFAS 161). SFAS 161 requires expanded qualitative, quantitative and credit-risk disclosures about derivatives and hedging activities and their effects on the Company’s financial position, financial performance and cashflows. SFAS 161 also clarifies that derivatives are subject to credit risk disclosures as required by SFAS 107, “Disclosures about Fair Value of Financial Instruments.” SFAS 161 is effective for the year beginning January 1, 2009. The adoption of SFAS 161 will not impact the Company’s financial condition and results of operations.

On December 4, 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R). SFAS 141R modifies the accounting for business combinations and requires, with limited exceptions, the acquiring entity in a business combination to recognize 100 percent of the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date fair value. In addition, SFAS 141R limits the recognition of acquisition-related restructuring liabilities, requires the expensing of acquisition-related and restructuring costs and the acquirer to record contingent consideration measured at the acquisition date fair value. SFAS 141R is effective for new acquisitions consummated on or after January 1, 2009. Early adoption of SFAS 141R is not permitted. The Company is currently evaluating the effect of this standard.

Item 1: Consolidated Financial Statements 7

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On December 4, 2007, the FASB also issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS 160). SFAS 160 requires all entities to report noncontrolling (i.e. minority) interests in subsidiaries as equity in the Consolidated Financial Statements and to account for transactions between an entity and noncontrolling owners as equity transactions if the parent retains its controlling financial interest in the subsidiary. SFAS 160 also requires expanded disclosure that distinguishes between the interests of a parent’s owners and the interests of noncontrolling owners of a subsidiary. SFAS 160 is effective for the Company’s financial statements for the year beginning on January 1, 2009 and early adoption is not permitted. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial condition and results of operations.

NOTE 2 – FINANCING AND LEASING ASSETS

The following table summarizes the assets pledged/encumbered. With the exception of the rail assets, pledged assets are classified as finance receivables. These amounts do not include non-recourse borrowings related to leveraged lease transactions. Unencumbered financing and leasing assets totaled $52,081.2 million and $52,578.5 million at March 31, 2008 and December 31, 2007.

Pledged or Encumbered Financing and Leasing Assets (dollars in millions)

	March 31, 2008	December 31, 2007
Consumer (student lending)	$  9,732.3	$  9,079.4
Home Lending	6,614.0	7,074.3
Trade Finance (factoring)(1)	5,975.3	5,897.5
Vendor Finance (acquisition financing)	1,354.0	1,491.3
Corporate Finance(2)	1,076.4	370.0
Corporate Finance
(energy project finance)	262.1	262.1
Subtotal – Finance Receivables	25,014.1	24,174.6
Transportation Finance – Rail(3)	1,263.0	–
Total Financing and Leasing Assets	$26,277.1	$24,174.6

(1)	Excludes credit balances of factoring clients.
(2)	Includes financing executed via total return swaps (whereby CIT receives periodic payments based on the performance of the underlying loans and makes periodic payments based on interest indices), under which CIT retains control of and the full risk related to, these loans.
(3)	Equipment under operating lease

On June 30, 2007 the Company determined that its home lending receivables portfolio no longer qualified as assets held for investment. Subsequently, management determined an orderly run-off of a substantial portion of the Company’s home lending receivables portfolio, rather than a sale was preferable and $9.7 billion in then remaining unpaid principal balance (UPB) was transferred at the lower of cost or market from assets held for sale to assets held for investment. Consistent with management’s determination to hold certain assets for the foreseeable future, the Company segregated $7.2 billion UPB of the $9.7 billion portfolio in a bankruptcy-remote vehicle and issued $5.2 billion of securities as on-balance sheet, non-recourse secured financings. These financing transactions encumber the assets for their remaining lives, as the terms of the securitizations do not permit the Company to withdraw assets from the securitization vehicles or to substitute comparable assets. The securities in these on-balance sheet financing (securitization) transactions were structured into separate credit tranches and rated AAA through BBB-. The $5.2 billion private placement of securities sold to investors was comprised entirely of the AAA components of the structure. The $6.6 billion of home lending loans at March 31, 2008 in the preceding table remains encumbered by these transactions.

At September 30, 2007, the Company transferred assets from held for sale (HFS) to held for investment (HFI) at the lower of cost or market at the time of transfer. The portion of the accumulated valuation allowance related to loans transferred from HFS to HFI at September 30 is accounted for as accretable discount for periods after September 30, 2007. In the first quarter of 2008, the Company transferred approximately $482 million (contractual unpaid principal balance) of remaining manufactured housing loans from HFS to HFI. The cumulative unaccreted discount included in the carrying value of loans held for investment was $409 million and $453 million at March 31, 2008 and December 31, 2007.

In the quarter ended March 31, 2008, the Company identified $1.4 billion of Corporate Finance funded asset-based loan commitments for sale in the second quarter, and $500 million of commercial aerospace assets for sale in 2008 in conjunction with management’s plan to sell additional aircraft. Accordingly, such assets are included in financing and leasing assets held for sale.

See Note 6 – Debt for variable-rate non-recourse secured borrowing balances.

NOTE 3 – RESERVE FOR CREDIT LOSSES

The following table presents changes in the reserve for credit losses.

At or for the Quarters Ended March 31, (dollars in millions)

	2008		2007
Balance, beginning of period	$831.5		$659.3
Provision for credit losses –
commercial segments (1)	97.1		27.9
Provision for credit losses –
consumer segments	367.4		43.2
Reserve changes relating to
foreign currency translation,
acquisitions, other	(8.2	)	30.8
Net additions to the
reserve for credit losses	456.3		101.9
Charged-off - finance receivables	(180.8	)	(103.3	)
Recoveries on finance receivables
previously charged-off	14.9		46.1
Net credit losses	(165.9	)	(57.2	)
Balance, end of period	$1,121.9		$704.0

⁽¹⁾ Including Corporate and Other

8 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – CONCENTRATIONS

The following table summarizes the geographic and industry compositions (by obligor) of owned financing and leasing assets and other equity investments.

Concentrations (dollars in millions)

	March 31, 2008			December 31, 2007
Geographic	Amount	Percent		Amount	Percent
Northeast	$14,418.2	18.3	%	$14,530.2	18.9	%
West	12,704.9	16.2	%	12,893.0	16.7	%
Midwest	13,051.3	16.6	%	12,769.5	16.6	%
Southeast	10,716.8	13.6	%	10,209.1	13.3	%
Southwest	7,015.0	8.9	%	6,659.0	8.7	%
Total U.S.	57,906.2	73.6	%	57,060.8	74.2	%
Canada	4,762.2	6.1	%	4,841.1	6.3	%
Other international	15,923.5	20.3	%	15,016.9	19.5	%
Total	$78,591.9	100.0	%	$76,918.8	100.0	%
Industry
Student lending(1)	$12,561.9	16.0	%	$11,584.9	15.1	%
Manufacturing(2)	10,031.2	12.8	%	9,923.5	12.9	%
Commercial airlines (including regional airlines)	8,824.9	11.2	%	8,625.8	11.2	%
Home mortgage(3)(6)	8,642.4	11.0	%	9,010.4	11.7	%
Retail(4)	6,897.7	8.8	%	7,225.6	9.4	%
Service industries	4,932.1	6.3	%	5,282.7	6.9	%
Healthcare	4,199.5	5.3	%	4,223.1	5.5	%
Transportation(5)	3,192.0	4.1	%	3,138.8	4.1	%
Wholesaling	2,076.4	2.6	%	1,889.9	2.5	%
Communications	1,757.3	2.2	%	1,625.3	2.1	%
Other (no industry greater than 2.0%)	15,476.5	19.7	%	14,388.8	18.6	%
Total	$78,591.9	100.0	%	$76,918.8	100.0	%

(1)	Includes Private (non-government guaranteed) loans of $734.4 million and $599.3 million at March 31, 2008 and December 31, 2007. Loans to students at the top 5 institutions, based on outstanding exposure, represent approximately 50% of the private loan portfolio on a UPB basis.
(2)	Includes manufacturers of apparel (1.8%), followed by food and kindred products, steel and metal products, transportation equipment, industrial machinery and equipment, electronic equipment, textiles, printing and other industries.
(3)	Includes receivables from customers for products in manufactured housing.
(4)	Includes retailers of apparel (3.3%) and general merchandise (3.3%).
(5)	Includes rail, bus, over-the-road trucking industries and business aircraft.
(6)	Geographic concentrations by region for home lending include $1.9 billion northeast, $1.5 billion midwest, $2.6 billion west, $1.9 billion southeast and $0.7 billion southwest. The top 5 states include California ($1.6 billion), Florida ($0.8 billion), New York ($0.6 billion), Illinois ($0.5 billion), and Texas ($0.5 billion).

Item 1: Consolidated Financial Statements 9

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – RETAINED INTERESTS IN SECURITIZATIONS

The following table details the components of retained interests in securitizations.

Retained Interests in Securitizations (dollars in millions)

	March 31, 2008	December 31, 2007
Retained interests in loans other than home lending:
Retained subordinated securities(1)	$  556.4	$  500.5
Interest-only strips	332.3	426.0
Cash reserve accounts	241.2	251.0
Sub-total	1,129.9	1,177.5
Retained interests in home lending loans:
Retained subordinated securities	21.9	26.4
Interest-only strips	1.3	4.1
Sub-total	23.2	30.5
Total retained interests in securitizations	$1,153.1	$1,208.0

⁽¹⁾ Includes $6.8 million in a collateralized loan obligation for both periods.

Retained subordinated securities, which create “over-collateralization” for more senior securities, represent the discounted cash flows expected to be realized by CIT from the principal balance of the finance receivables in the trusts/conduits in excess of the principal balance of the debt issued by such trusts/conduits, after taking into account expected losses.

Interest-only strips represent the discounted cash flows expected to be realized by CIT from the interest on the finance receivables in the trusts/conduits in excess of the interest expense on the debt issued by such trusts/conduits, to the extent the excess spread is not utilized to cover expected losses in the portfolios and servicing fees and expenses.

Cash reserve accounts represent the discounted cash flows expected to be realized by CIT from cash reserves placed with the trusts/conduits by CIT to the extent the reserves are not utilized to cover expected losses in the portfolios.

During the quarter the Company recorded a pretax $40 million impairment charge, largely reflecting the repricing of debt underlying a securitization conduit vehicle in the Vendor Finance segment that was triggered by the sale of CIT’s joint venture equity interest of which $33 million should have been recorded concurrently with the 2007 fourth quarter sale of its Dell Financial Services joint venture equity interest.

NOTE 6 – DEBT

Commercial paper declined to $1.3 billion at March 31, 2008 from $2.8 billion at December 31, 2007. Recent downgrades in the Company’s short and long-term credit ratings had the practical effect of leaving the Company without current access to the “A1/P1” rated commercial paper market, a historical source of liquidity, and necessitated the Company’s recent action to fully draw down its bank credit facilities. Given the draw on the bank lines and the credit ratings downgrades, the Company is no longer accessing the prime (A-1/P-1 rated) commercial paper markets and expects to repay, prior to December 31, 2008, all outstanding commercial paper.

The following table includes information relating to these bank line facilities.

Bank Lines Drawn (dollars in millions)

Maturity Date	Original Term	# of Banks	Total Facility Amount
October 10, 2008	5 Year	27	$2,100
April 14, 2009	5 Year	33	2,100
April 13, 2010	5 Year	30	2,100
December 6, 2011	5 Year	37	1,000
			$7,300

Interest on each of these facilities is based on a credit ratings grid, with the interest rate measured as a spread in basis points over LIBOR, increasing if the Company’s credit ratings decrease. At the Company’s current ratings, the total weighted average interest rate approximates LIBOR plus 50 basis points. At the lowest credit rating, the weighted average rate would not exceed LIBOR plus 100 bps. The individual low and high rates, depending on the Company’s credit ratings, are LIBOR plus 29 bps and LIBOR plus 120 bps. The maturities of these facilities reflect the date upon which the Company must repay the outstanding balance, with no option to extend the term for repayment.

10 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Variable-rate non-recourse secured borrowings increased to $19.1 billion at March 31, 2008 from $17.4 billion at December 31, 2007. See Note 2 – Financing and Leasing Assets for encumbered financing and leasing asset balances. The new borrowings of $2.7 billion have a weighted average cost of approximately LIBOR plus 100 to 125 basis points. Secured financing maturities of $1.0 billion were repaid during the quarter. The following table summarizes the secured borrowings by type of collateral.

Variable-rate Non-recourse Secured Borrowings Summary (dollars in millions)

	March 31, 2008	December 31, 2007
Consumer (student lending)	$  9,812.9	$  9,437.5
Home Lending	4,652.7	4,785.9
Trade Finance (factoring receivable)(1)	1,294.0	1,262.5
Vendor Finance (acquisition financing)	1,246.8	1,312.3
Transportation Finance–Rail	850.0	–
Corporate Finance(2)	971.8	370.0
Corporate Finance (energy project finance)	262.1	262.1
Total	$19,090.3	$17,430.3

(1)	Excludes credit balances of factoring clients.
(2)	Includes financing executed via total return swaps, under which CIT retains control of, and the full risk related to, these loans.

During the quarter ended March 31, 2008, the Company issued approximately $600 million in unsecured retail notes with a weighted average term of 3 years at a weighted average coupon of 6.75% and repaid maturing unsecured term debt of $1.6 billion.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS

The Company executes derivative transactions to hedge economic exposures. The majority of these transactions qualify for hedge accounting.

The fair value of the Company’s derivative contracts is reflected net of cash paid or received pursuant to credit support agreements and is reported on a gross-by-counterparty basis in the Company’s consolidated statements of financial condition at March 31, 2008. The amounts as of December 31, 2007 have been conformed to the current presentation. The fair value of derivative financial instruments is set forth below:

Fair Value of Derivative Financial Instruments (dollars in millions)

	March 31, 2008			December 31, 2007
	Assets	Liabilities		Assets	Liabilities
Cross currency swaps	$1,244.3	$      (0.8	)	$   856.0	$      (0.5	)
Interest rate swaps	308.5	(349.0	)	312.4	(407.9	)
Foreign currency forward exchange contracts	182.1	(437.9	)	194.9	(493.0	)
Derivatives qualifying as SFAS 133 hedges	1,734.9	(787.7	)	1,363.3	(901.4	)
Non-qualifying derivatives	259.9	(308.1	)	99.1	(129.8	)
Total	$1,994.8	$(1,095.8	)	$1,462.4	$(1,031.2	)

Item 1: Consolidated Financial Statements 11

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents additional information regarding qualifying SFAS 133 hedges, specifically the notional principal value of interest rate swaps by class and the corresponding hedged positions.

Interest Rate Swaps (dollars in millions)

March 31, 2008	December 31, 2007	Hedged Item	Classification
Variable rate to fixed rate swaps(1)
$ 8,252.3	$ 9,744.8	Cash flow variability associated with specific
		variable-rate debt	Cash flow
–	1,796.9	Cash flow variability related to forecasted
		commercial paper issuances	Cash flow
$ 8,252.3	$11,541.7
Fixed rate to variable rate swaps(2)
$11,625.1	$12,920.9	Specific fixed rate debt	Fair value

(1)	CIT pays a fixed rate of interest and receives a variable rate of interest. These swaps hedge the cash flow variability associated with forecasted commercial paper and specific variable rate debt.
(2)	CIT pays a variable rate of interest and receives a fixed rate of interest. These swaps hedge specific fixed rate debt instruments.

During the quarter ended March 31, 2008, hedge accounting was discontinued with respect to the commercial paper program and the related variable to fixed rate swaps. In addition, to maintain the Company’s overall interest sensitivity position, hedge accounting was also discontinued on a similar notional amount of fixed rate to variable rate swaps, with essentially offsetting economics, which previously hedged specific fixed rate debt. All of these swaps were terminated in the second quarter of 2008.

The following table presents the notional principal amounts of cross-currency swaps by class and the corresponding hedged positions.

Cross-currency Swaps (notional dollars in millions)

March 31, 2008	December 31, 2007	Hedged Item	Hedge Classification	Description
$4,026.5	$4,026.5	Foreign denominated debt	Foreign currency fair value	CIT pays a U.S. variable rate of interest and receives a variable foreign rate of interest. These swaps hedge the fair value changes in foreign currency associated with specific foreign denominated debt and are designated as foreign currency fair value hedges.
249.5	249.5	Foreign denominated fixed-rate debt	Foreign currency cash flow	CIT pays a U.S. fixed rate of interest and receives a fixed foreign rate of interest. These swaps hedge the currency and interest rate cash flow variability associated with payments on specific foreign denominated fixed rate debt and are designated as foreign currency cash flow hedges.
4.3	27.6	Foreign currency loans to subsidiaries	Foreign currency cash flow	CIT receives a U.S. fixed rate of interest and pays a fixed foreign rate of interest. These swaps hedge the currency cash flow variability associated with payments on specific fixed-rate foreign denominated inter-company receivables and are designated as foreign currency cash flow hedges.
$4,280.3	$4,303.6

12 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CIT sells various foreign currencies forward. These contracts are designated as either cash flow hedges of specific foreign denominated inter-company receivables or as net investment hedges of foreign denominated investments in subsidiaries. The following table presents the notional principal amounts of foreign currency forward exchange contracts and the corresponding hedged positions.

Foreign Currency Forward Exchange Contracts (notional dollars in millions)

March 31, 2008	December 31, 2007	Hedged Item	Hedge Classification
$3,897.1	$3,853.8	Foreign currency equity investments in subsidiaries	Foreign currency net investment
1,537.2	1,394.4	Foreign currency loans to subsidiaries	Foreign currency cash flow
$5,434.3	$5,248.2

The table that follows summarizes the nature and notional amount of economic hedges that do not qualify for hedge accounting under SFAS 133.

Non-hedge Accounting Derivatives (notional dollars in millions)

March 31, 2008	December 31, 2007	Type of Swaps/ Caps
$19,459.8	$17,564.1	US dollar interest rate swaps
4,102.0	3,184.1	Interest rate caps
401.3	349.6	Cross-currency swaps
350.1	254.4	Foreign currency interest rate swaps
148.0	168.0	Credit default swaps
$24,461.2	$21,520.2

The U.S. dollar interest rate swaps included in the table above relates to the following: (1) $9.4 billion at March 31, 2008 and $10.7 billion at December 31, 2007 in notional amount of interest rate swaps executed in conjunction with the 2007 third quarter on balance sheet securitization of home lending receivables, whereby CIT entered into offsetting swap transactions with the bankruptcy remote securitization trust formed for the transaction and with a third party commercial bank, each totaling approximately $4.7 billion and $5.3 billion in notional amount at March 31, 2008 and December 31, 2007 (2) $2.9 billion at March 31, 2008 and $2.5 billion at December 31, 2007 in notional amount of interest rate swaps related to customer derivative programs and (3) $3.0 billion of U.S. dollar interest rate swaps hedging the commercial paper program and certain fixed rate debt, for which hedge accounting was discontinued in the first quarter of 2008. CIT has also extended $4.0 billion at March 31, 2008 and $3.2 billion at December 31, 2007 in interest rate caps in connection with its customer derivative program. The notional amounts of derivatives related to the customer program include both derivative transactions with CIT customers, as well as offsetting transactions with third parties with like notional amounts and terms.

CIT also has certain cross-currency swaps, certain U.S. and Canadian dollar interest rate swaps, and interest rate caps that are economic hedges of certain interest rate and foreign currency exposures.

CIT has entered into credit default swaps, with original terms of 5 years, to economically hedge certain CIT credit exposures.

In addition to the amount in the preceding table, CIT had $2.1 billion and $2.0 in notional amount of interest rate swaps outstanding with securitization trusts at March 31, 2008 and December 31, 2007 to insulate the trusts against interest rate risk. CIT entered into offsetting swap transactions with third parties totaling $2.1 billion and $2.0 billion in notional amount at March 31, 2008 and December 31, 2007 to insulate the Company from the related interest rate risk.

Hedge ineffectiveness occurs in certain cash flow hedges, and was recorded as either an increase or decrease to interest expense as presented in the following table. Ineffectiveness for the quarter ended March 31, 2007 related to interest rate swaps hedging the commercial paper program. Hedge accounting for this program was discontinued in the first quarter of 2008.

Hedge Ineffectiveness (dollars in millions)

	Ineffectiveness	Increase/ Decrease to Interest Expense
Quarter ended March 31, 2008	$   –	N/A
Quarter ended March 31, 2007	$0.1	Decrease

Item 1: Consolidated Financial Statements 13

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table details the components of accumulated other comprehensive income, net of tax.

Accumulated Other Comprehensive Income (dollars in millions)

	March 31, 2008		December 31, 2007
Foreign currency translation adjustments	$311.8		$319.1
Changes in fair values of derivatives qualifying as cash flow hedges	(121.9	)	(96.6	)
Benefit plan net (loss) and prior service (cost), net of tax	(41.0	)	(35.6	)
Unrealized gain on available for sale equity and securitization investments	3.9		7.9
Total accumulated other comprehensive income	$152.8		$194.8

The change in fair values of derivatives qualifying as cash flow hedges related to variations in market interest rates, as these derivatives hedge the interest rate variability associated with an equivalent amount of variable-rate debt. See Note 6 for additional information. The foreign currency translation adjustment, at both March 31, 2008 and December 31, 2007, reflects the weakening of the U.S. dollar in relation to various foreign currencies, partially offset by corresponding hedging activity, on an after tax basis.

The total comprehensive loss before preferred dividends for the quarter ended March 31, 2008 was $291.7 million, versus total comprehensive income of $200.0 million for the prior year quarter. See Consolidated Statement of Stockholders’ Equity.

The components of the adjustment to Accumulated Other Comprehensive Loss for derivatives qualifying as hedges of future cash flows are presented in the following table.

Accumulated Other Comprehensive Loss – Derivatives (dollars in millions)

	Fair Value Adjustments of Derivatives		Income Tax Effects		Total Unrealized Loss
Balance at December 31, 2007 — unrealized loss	$(170.8	)	$ 74.2		$  (96.6	)
Discontinuation – hedge accounting related to commercial    paper program	148.1		(58.6	)	89.5
Changes in values of derivatives qualifying as cash flow hedges	(190.9	)	76.1		(114.8	)
Balance at March 31, 2008 — unrealized loss	$(213.6	)	$ 91.7		$(121.9	)

The unrealized loss as of March 31, 2008 reflects lower market interest rates since the inception of the hedges. The Accumulated Other Comprehensive Loss (along with the corresponding swap asset or liability) will be adjusted as market interest rates change over the remaining lives of the swaps. Assuming no change in interest rates, approximately $93.8 million, net of tax, of the Accumulated Other Comprehensive Loss relating to derivatives qualifying as cash flow hedges as of March 31, 2008 is expected to be reclassified to earnings over the next twelve months as contractual cash payments are made.

The discontinuation of hedge accounting for interest rate swaps hedging the Company’s commercial paper program resulted in a $148.1 million earnings charge, which was previously reflected in other comprehensive loss. The swaps converted commercial paper, essentially a floating rate liability, to fixed rate for the funding of fixed rate assets with terms similar to the swaps. The loss resulted from declines in market interest rates since inception of the swaps.

14 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – EARNINGS (LOSS) PER COMMON SHARE

Basic EPS is computed by dividing net income by the weighted-average number of common shares outstanding for the period. For the 2007 quarter where net income was positive, diluted EPS includes the potential impact of dilutive securities, including stock options and restricted stock grants. The dilutive effect of stock options is computed using the treasury stock method, which assumes the repurchase of common shares by CIT at the average market price for the period. Options and restricted shares that do not have a dilutive effect are not included in the denominator and averaged approximately 12.3 million shares for the quarter ended March 31, 2007.

For 2008, the net loss had the effect of making all dilutive securities, which totaled approximately 13.6 million shares, anti-dilutive for the EPS calculation.

The reconciliation of the numerator and denominator of basic EPS with that of diluted EPS is presented below:

Earnings (Loss) Per Share (dollars in millions, except per share amount; shares in thousands)

	2008					2007
	Net (Loss)		Common Shares	Per Share Amount		Net Income	Common Shares	Per Share Amount
Quarters Ended March 31,
Basic EPS	$(257.2	)	$191,091	$(1.35	)	$200.6	194,099	$1.03
Effect of dilutive securities:
Restricted shares			–				1,594
Stock options			–				2,229
Diluted EPS	$(257.2	)	$191,091	$(1.35	)	$200.6	197,922	$1.01

NOTE 10 – RETIREMENT AND POSTRETIREMENT BENEFIT PLANS

The following table discloses various components of pension and postretirement expense.

Retirement and Postretirement Benefit Plans (dollars in millions)

	Quarters Ended March 31,
	2008		2007
Retirement Plans
Service cost	$5.9		$6.2
Interest cost	6.1		5.4
Expected return on plan assets	(5.3	)	(5.6	)
Amortization of net loss	0.2		0.3
Amortization of prior service cost	0.6		0.7
Loss due to settlements & curtailments	4.4
Termination benefits	0.7		–
Net periodic benefit cost	$12.6		$7.0
Postretirement Plans
Service cost	$0.3		$0.5
Interest cost	0.7		0.8
Amortization of net loss	–		0.2
Loss due to settlements & curtailments	0.5		–
Net periodic benefit cost	$1.5		$1.5

For the first quarter 2008, CIT contributed $2.6 million to the retirement plans, and currently expects to contribute an additional $8.4 million in 2008, for a total of $11.0 million. CIT contributed $0.3 million to postretirement plans, and currently expects to contribute an additional $3.1 million in 2008, for a total of $3.4 million.

Item 1: Consolidated Financial Statements 15

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Financing and leasing asset commitments, referred to as loan commitments or lines of credit, are agreements to lend to customers subject to the customers’ compliance with contractual obligations. The accompanying table summarizes these and other credit-related commitments, as well as purchase and funding commitments.

Commitments (dollars in millions)

	March 31, 2008			December 31, 2007
	Due to Expire		Total Outstanding	Total Outstanding
	Within One Year	After One Year
Financing Commitments
Financing and leasing assets (1)	$3,427.0	$7,452.0	$10,879.0	$13,062.6
Letters of Credit, Acceptances and Guarantees
Standby letters of credit	556.3	160.1	716.4	743.6
Other letters of credit	337.9	–	337.9	365.9
Guarantees, acceptances and other recourse obligations	112.3	7.9	120.2	232.3
Purchase and Funding Commitments
Aerospace purchase commitments	1,389.0	6,665.0	8,054.0	7,222.0
Other manufacturer purchase commitments	584.5	55.8	640.3	735.5
Sale-leaseback payments	142.8	1,681.8	1,824.6	1,925.9
Other	–
Liabilities for unrecognized tax benefits	30.0	190.9	220.9	223.1

⁽¹⁾ Includes $3.2 billion of undrawn asset-based loan commitments outstanding at March 31 that the Company has agreed to sell.

Commitments to extend credit declined to $10.9 billion at March 31, 2008 from $13.1 billion at December 31, 2007, as $2.2 billion was either utilized or expired during the first quarter.

In addition to the amounts shown in the table above, the Company has extended unused, cancelable lines of credit to customers in connection with third-party vendor programs, which may be used solely to finance additional product purchases. These uncommitted lines of credit can be reduced or canceled by CIT at any time without notice. Management’s experience indicates that customers typically will not seek to exercise their entire available line of credit at any point in time.

In the normal course of meeting the needs of its customers, CIT also enters into commitments to provide financing, letters of credit and guarantees. Standby letters of credit obligate CIT to pay the beneficiary of the letter of credit in the event that a CIT client to whom the letter of credit was issued does not meet its related obligation to the beneficiary. These financial instruments generate fees and involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated balance sheets. To minimize potential credit risk, CIT generally requires collateral and other forms of credit support from the customer.

Guarantees are issued primarily in conjunction with CIT’s factoring product in Trade Finance, whereby CIT provides the client with credit protection for its trade receivables without actually purchasing the receivables. The trade terms are generally sixty days or less. If the customer is unable to pay according to the contractual terms, then CIT purchases the receivables from the client. As of March 31, 2008 and December 31, 2007, CIT had no outstanding liabilities relating to these credit-related commitments or guarantees, as amounts are generally billed and collected on a monthly basis. The table above (in Guarantees, acceptances and other recourse obligations) also includes recourse obligations of approximately $10.7 million at March 31, 2008 and $13.4 million at December 31, 2007 that were incurred in conjunction with financing and leasing asset sales.

CIT’s firm purchase commitments relate predominantly to purchases of commercial aircraft and rail equipment. The commitments to purchase commercial aircraft are with both Airbus Industrie and The Boeing Company. These are fixed price purchase commitments subject to customary price increases for future changes in inflation and manufacturing components. The aerospace equipment purchases are contracted for a specific model aircraft, using a baseline aircraft specification at fixed prices, which reflect discounts from fair market purchase prices prevailing at the time of commitment. The delivery price of an aircraft may also change depending on the final specifications of the aircraft, including engine thrust, aircraft weight and seating configuration. Equipment purchases are recorded at delivery date at the final purchase price paid, which includes purchase price discounts, price changes relating to specification changes and

16 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

price increases relating to inflation and manufacturing components. Accordingly, the commitment amounts detailed in the preceding table are based on estimated values. Pursuant to existing contractual commitments, 120 aircraft remain to be purchased (23 within the next 12 months). Lease commitments are in place for all of the aircraft to be delivered over the next twelve months. The order amount excludes unexercised CIT options to purchase aircraft. The aircraft deliveries to CIT are scheduled periodically through 2016.

Outstanding commitments to purchase equipment to be leased to customers, other than aircraft, relates primarily to rail equipment. Rail equipment purchase commitments are at fixed prices subject to price increases for inflation and manufacturing components. The time period between commitment and purchase for rail equipment is generally less than 18 months. Additionally, CIT is party to railcar sale-leaseback transactions under which it is obligated to pay a remaining total of $1,824.6 million, or approximately $146.5 million per year for 2009 through 2013, with remaining payments due through 2030. These lease payments are expected to be more than offset by rental income associated with re-leasing the assets, subject to actual railcar utilization and rentals. In conjunction with sale-leaseback transactions, CIT has guaranteed all obligations of the related consolidated lessee entities.

CIT has guaranteed the public and private debt securities of a number of its wholly-owned, consolidated subsidiaries, including those disclosed in Note 18 - Summarized Financial Information of Subsidiaries. In the normal course of business, various consolidated CIT subsidiaries have entered into other credit agreements and certain derivative transactions with financial institutions that are guaranteed by CIT. These transactions are generally used by CIT’s subsidiaries outside of the U.S. to allow the local subsidiary to borrow funds in local currencies.

NOTE 12 – FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

Assets and liabilities measured at fair value on a recurring basis, are summarized below. Such assets and liabilities are classified in their entirety based on the lowest ranking of input that is significant to the fair value measurement. Financial assets at fair value classified within level 3 totaled $1.2 billion, or 1.2% of total Company assets as of March 31, 2008.

Assets and Liabilities Measured at Fair Value on a Recurring Basis (dollars in millions)

		Fair Value Measurements Using:
	Total	Level 1	Level 2		Level 3
Assets
Retained interests in securitizations	$1,153.1	$     –	$          –		$1,153.1
Derivatives - counterparty receivable	1,994.8	–	1,986.8		8.0
Equity Investments in Other Assets	91.1	91.1	–		–
Total Assets	$3,239.0	$91.1	$1,986.8		$1,161.1
Liabilities
Liabilities - counterparty liability	$1,095.8	$     –	$1,079.4	.	$    16.4
Total Derivatives	$1,095.8	$     –	$1,079.4		$    16.4

Retained Interest in Securitizations

Retained interests from securitization activities do not trade in an active, open market with readily observable prices. Accordingly, the fair value of retained interests is estimated using discounted cash flow (“DCF”) models. Significant assumptions, including estimated loan pool credit losses, prepayment speeds and discount rates, are utilized to estimate the fair values of retained interests, both at the date of the securitization and in subsequent quarterly valuations. The assumptions reflect the Company’s recent historical experience and anticipated trends with respect to portfolio performances rather than observable inputs from similar transactions in the marketplace. Changes in assumptions may have a significant impact on the valuation of retained interests. See Note 5 for additional information.

Derivatives

The Company’s derivative contracts are not generally listed on an exchange, thus the derivatives positions are valued using models in which the inputs are determined using readily observable market data. The models utilized are widely used within the Financial Services industry and reflect the contractual terms of the derivatives, including the period to maturity, and market-based parameters such as interest rates, volatility, and the credit quality of the counterparty. These models do not require a high level of management subjectivity as the methodologies employed do not require significant judgment, and inputs to the models are readily observable from actively quoted markets, as is the case for interest rate swaps, option contracts and credit default swaps. As a result, the majority of the Company’s derivatives fall within level 2 of the fair value

Item 1: Consolidated Financial Statements 17

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

hierarchy. Selected foreign currency interest rate swaps and two CPI index-based swaps, where inputs are not readily observable market parameters, fall within level 3 of the fair value hierarchy. Receivables and payables are reported on a gross-by-counterparty basis. See Note 7 for additional information.

Equity Investments in Other Assets

Quoted prices available in the active equity markets were used to determine the fair value of equity investment securities, which are classified in level 1 of the valuation hierarchy.

Level 3 Gains and Losses

The table below sets forth a summary of changes in the fair value of the Company’s level 3 financial assets and liabilities for the quarter ended March 31, 2008 as well as the gains and losses for the quarter for all financial assets and liabilities categorized as level 3 as of March 31, 2008.

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) (dollars in millions)

	Total		Retained Interests in Securitizations		Derivatives
Assets and Liabilities
Beginning period balance	$1,203.9		$1,208.1		$(4.2	)
Gains or losses realized/unrealized
Included in other income	(20.8	)	(18.5	)	(2.3	)
Included in other comprehensive income	(5.9	)	(4.0	)	(1.9	)
Other, net	(32.5	)	(32.5	)	–
Ending period balance	$1,144.7		$1,153.1		$(8.4	)

Assets and liabilities measured at fair value on a nonrecurring basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis. These instruments are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). The following table presents the financial instruments on the Consolidated Balance Sheet by caption and by level within the SFAS 157 valuation hierarchy (as described above) as of March 31, 2008, for which a nonrecurring change in fair value has been recorded during the quarter ended March 31, 2008.

Assets Measured at Fair Value on a Non-recurring Basis (dollars in millions)

	Fair Value Measurements Using:
	Total	Level 1	Level 2	Level 3	Total Gains and (Losses)
Assets
Loans held for sale	$1,485.9	$     –	$1,485.9	$       –	$(125.6	)
Impaired loans (SFAS 114)	238.9	–	–	238.9	(14.3	)
Total	$1,724.8	$     –	$1,485.9	$238.9	$(139.9	)

Loans Held for Sale

The estimated fair value of loans classified as held for sale is calculated using observable market information, including bids from prospective purchasers and pricing from similar market transactions where available. Where bid information is not available for a specific loan, the valuation is principally based upon recent transaction prices for similar sold loans. These comparable loans share characteristics that typically include industry, rating, capital structure, seniority, and consideration of counterparty credit risk. In addition, general market conditions, including prevailing market spreads for credit and liquidity risk, are also considered in the valuation process. Loans held for sale are generally classified within level 2 of the valuation hierarchy. Home Lending loans transferred out of held for sale during the quarter were measured at fair value using level 3 inputs prior to transfer.

Impaired Loans

Impairment of a loan within the scope of SFAS 114 is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or, as a practical expedient, based on a loan’s observable price or the fair value of the collateral if the loan is collateral dependent. Impaired loans for which the carrying amount is based on fair value of the underlying collateral, are included in assets and reported at fair value on a nonrecurring basis, both at initial recognition of impairment and on an outgoing basis until recovery or charge-off. The determination of impairment involves management’s judgment in the use of market data and third party estimates regarding collateral values. Valuations in the level of impaired loans and corresponding impairment as defined under SFAS 114 affect the level of the reserve for credit losses.

18 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Until December 31, 2007, CIT was a partner with Dell Inc. (“Dell”) in Dell Financial Services L.P. (“DFS”), a joint venture that offered financing to Dell’s customers. The joint venture provided Dell with financing and leasing capabilities that were complementary to its product offerings and provided CIT with a source of new financings. In December 2007, Dell exercised its right to buy CIT’s interest and the Company sold its 30% ownership interest in the Dell Financial Services (DFS) joint venture. CIT has the right to purchase a minimum percentage of DFS finance receivables on a declining scale through January 2010. Prior to and subsequent to the sale, CIT regularly purchases finance receivables from DFS at a premium, portions of which are typically securitized within 90 days of purchase from DFS. CIT has certain recourse to DFS on defaulted contracts. Financing and leasing assets related to the DFS program included in the CIT Consolidated Balance Sheet (but excluding certain related international receivables originated directly by CIT) were approximately $0.6 billion and securitized assets included in managed assets were approximately $2.3 billion at both March 31, 2008 and December 31, 2007, respectively.

CIT also has a joint venture arrangement with Snap-on Incorporated (“Snap-on”) that has a similar business purpose and model to the DFS arrangement described above, including limited credit recourse on defaulted receivables. The agreement with Snap-on extends until January 2009. CIT and Snap-on have 50% ownership interests, 50% board of directors’ representation, and share income and losses equally. The Snap-on joint venture is accounted for under the equity method and is not consolidated in CIT’s financial statements. At both March 31, 2008 and December 31, 2007, financing and leasing assets were approximately $1.0 billion and securitized assets included in managed assets were less than $0.1 billion.

Since December 2000, CIT has been a joint venture partner with Canadian Imperial Bank of Commerce (“CIBC”) in an entity that is engaged in asset-based lending in Canada. Both CIT and CIBC have a 50% ownership interest in the joint venture, and share income and losses equally. This entity is not consolidated in CIT’s financial statements and is accounted for under the equity method. CIT’s investment in and loans to the joint venture were approximately $474 million at March 31, 2008 and $440 million at December 31, 2007.

In the first quarter of 2007, the Company formed Care Investment Trust Inc. (Care), an externally managed real estate investment trust (RElT), formed principally to invest in healthcare-related commercial mortgage debt and real estate. In conjunction with a June 2007 IPO, CIT contributed approximately $280 million of loans to Care in return for cash and a 36% equity investment, worth approximately $79 million, in Care at the initial public offering price. A subsidiary of CIT provides services to Care pursuant to a management agreement. The investment in Care is accounted for under the equity method, as CIT does not have a majority of the economics (expected losses and residual returns) in the entity.

CIT invests in various trusts, partnerships, and limited liability corporations established in conjunction with structured financing transactions of equipment, power and infrastructure projects. CIT’s interests in certain of these entities were acquired by CIT in a 1999 acquisition, and others were subsequently entered into in the normal course of business. Other assets included approximately $12 million at March 31, 2008 and $11 million at December 31, 2007 of investments in non-consolidated entities relating to such transactions that are accounted for under the equity or cost methods.

The combination of investments in and loans to non-consolidated entities represents the Company’s maximum exposure to loss, as the Company does not provide guarantees or other forms of indemnification to non-consolidated entities.

Certain shareholders of CIT provide investment management, banking and investment banking services to the Company in the normal course of business.

Item 1: Consolidated Financial Statements 19

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – BUSINESS SEGMENT INFORMATION

The following table presents our business segment financial information:

Business Segments (dollars in millions)

	Corporate Finance		Transportation Finance		Trade Finance		Vendor Finance		Commercial Segments		Consumer		Home Lending		Total Segments		Corporate and Other		Consolidated
For the Quarter Ended   March 31, 2008
Net finance revenue,   before depreciation	$    184.4		$    243.5		$     36.2		$    266.3		$    730.4		$      27.2		$    20.3		$     777.9		$(50.0	)	$     727.9
Other income	63.8		39.7		65.9		11.8		181.2		(8.4	)	(4.4	)	168.4		5.6		174.0
Depreciation on operating    lease equipment	9.2		149.5		–		136.1		294.8		–		–		294.8		(0.2	)	294.6
Provision for credit losses	36.6		(0.4	)	9.5		28.2		73.9		149.6		217.8		441.3		23.2		464.5
Salaries and general    operating expenses	114.2		40.6		39.2		104.0		298.0		21.3		20.2		339.5		(21.5	)	318.0
Other pre-tax items(1)	117.5		–		–		–		117.5		–		23.0		140.5		217.2		357.7
(Loss) income before provision    for income taxes	(29.3	)	93.5		53.4		9.8		127.4		(152.1	)	(245.1	)	(269.8	)	(263.1	)	(532.9	)
Provision for income taxes    and other after tax items	9.1		(9.0	)	(20.2	)	(3.0	)	(23.1	)	56.9		91.8		125.6		150.1		275.7
Net (loss) income	(20.2	)	84.5		33.2		6.8		104.3		(95.2	)	(153.3	)	(144.2	)	(113.0	)	(257.2	)
Total financing and    leasing assets	23,638.3		13,861.4		7,003.9		12,121.8		56,625.4		13,217.3		8,749.2		78,591.9		–		78,591.9
Total managed assets	24,986.0		13,861.4		7,003.9		16,075.8		61,927.1		13,217.3		9,401.5		84,545.9		–		84,545.9
For the Quarter Ended    March 31, 2007
Net finance revenue,    before depreciation	$    167.5		$    210.8		$     41.4		$    251.5		$    671.2		$      31.9		$    54.0		$     757.1		$(13.6	)	$     743.5
Other income	102.4		17.7		67.8		111.0		298.9		17.8		11.5		328.2		0.4		328.6
Depreciation on operating    lease equipment	9.8		133.5		–		120.4		263.7		–		–		263.7		(0.1	)	263.6
Provision for credit losses	20.5		(22.5	)	8.0		10.4		16.4		7.9		35.3		59.6		11.5		71.1
Salaries and general    operating expenses	114.1		33.3		41.3		115.3		304.0		25.5		31.2		360.7		(4.9	)	355.8
Other pre-tax items(1)	–		–		–		–		–		–		–		–		139.3		139.3
Income (loss) before provision   for income taxes	125.5		84.2		59.9		116.4		386.0		16.3		(1.0	)	401.3		(159.0	)	242.3
Provision for income taxes and    other after tax items	(45.4	)	(7.9	)	(23.3	)	(40.1	)	(116.7	)	(4.9	)	1.5		(120.1	)	78.4		(41.7	)
Net income (loss)	80.1		76.3		36.6		76.3		269.3		11.4		0.5		281.2		(80.6	)	200.6
Total financing and leasing    assets	21,860.9		12,432.5		6,889.2		10,524.7		51,707.3		10,524.8		11,164.9		73,397.0		–		73,397.0
Total managed assets	23,297.4		12,432.5		6,889.2		14,608.0		57,227.1		10,524.8		11,959.7		79,711.6		–		79,711.6

⁽¹⁾ Includes valuation allowances, debt and debt related derivative extinguishment charges and severance and real estate exit provisions.

NOTE 15 – LEGAL PROCEEDINGS

STUDENT LOAN INVESTIGATIONS

Student Loan Xpress, Inc. (“SLX”), a subsidiary of CIT, was engaged in the student lending business. In connection with investigations into (i) the relationships between student lenders and the colleges and universities that recommend such lenders to their students, and (ii) the business practices of student lenders, CIT and/or SLX have received requests for information from several state Attorneys General and several federal governmental agencies. In May, 2007, CIT entered into an Assurance of Discontinuance (the “AOD”) with the New York Attorney General (the “NYAG”), pursuant to which CIT contributed $3.0 million into a fund established to educate students and their parents concerning student loans and agreed to cooperate with the NYAG’s investigation, in exchange for which, the NYAG agreed to discontinue its investigation concerning certain alleged conduct by SLX. CIT is fully cooperating with the remaining investigations.

VENDOR FINANCE BILLING AND INVOICING INVESTIGATION

In the second quarter of 2007, the office of the United States Attorney for the Central District of California requested that CIT produce the billing and invoicing histories for a portfolio of customer accounts that CIT purchased from a third-party vendor. The request was made in connection with an ongoing investigation being conducted by federal authorities into billing practices involving that portfolio. State authorities in California have been conducting a parallel investigation. It appears the investigations are being conducted under the Federal False Claims Act and its California equivalent. CIT is cooperating with these investigations. Based on the facts known to date, CIT cannot determine the outcome of these investigations at this time.

OTHER LITIGATION

In addition, there are various legal proceedings and government investigations against or including CIT, which have arisen in the ordinary course of business. While the outcomes of the ordinary course legal proceedings and the related activities are not certain, based on present assessments, management does not believe that they will have a material adverse effect on CIT.

20 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill and intangible assets are presented by segment in the table below:

Goodwill and Intangible Assets (dollars in millions)

	Corporate Finance		Trade Finance		Vendor Finance		Total
Goodwill
Balance at December 31, 2007	$296.9		$271.1		$406.0		$974.0
Acquisitions, other	–		0.7		10.1		10.8
Balance at March 31, 2008	$296.9		$271.8		$416.1		$984.8
Intangible Assets
Balance at December 31, 2007	$  26.6		$102.8		$  49.1		$178.5
Acquisitions, other	–		0.3		0.8		1.1
Amortization	(1.0	)	(1.7	)	(2.2	)	(4.9	)
Balance at March 31, 2008	$  25.6		$101.4		$  47.7		$174.7

The increase to goodwill and intangible assets reflected refinements to fair value adjustments (largely to tax liabilities) related to the first quarter 2007 acquisition of an international vendor finance business, coupled with foreign currency translation adjustments.

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” goodwill is no longer amortized but instead is assessed periodically for impairment. The Company periodically reviews and evaluates its goodwill and intangible assets for potential impairment at a minimum annually, on October 1, or more frequently if circumstances indicate that impairment is possible.

In light of the continued capital markets disruption, and the fact that the Company’s stock has been trading below book value per share for two consecutive quarters, interim impairment testing was performed both at December 31, 2007 and March 31, 2008. As a result of the December impairment test (and subsequent measurement), the Company wrote off all the goodwill and intangible assets related to the student lending business in the Consumer segment. The estimated fair values of the Corporate Finance, Trade Finance and Vendor Finance businesses, at both December 2007 and March 2008, were based on observable market tangible book value and price to earnings multiples of relevant, comparable peer companies. This testing indicated that the estimated fair value of equity exceeded the book value of equity for the businesses in each of the segments in the table above. Therefore, management determined that no goodwill impairment charge for these three segments was required.

Due to the ongoing uncertainty in market conditions, which may continue to negatively impact the performance of the Company’s operating units, management will continue to monitor and evaluate the carrying value of goodwill. Management has a plan to restore the Company’s access to the unsecured debt markets at competitive interest expense levels, and return the Company’s business fundamentals to levels that would support the book value per share, but there is no assurance that the plan will be achieved, or that the market price of the common stock will increase to such levels in the foreseeable future. Further, price to earnings and book value multiples relating to the Company’s segments have generally declined the past two quarters. There is no assurance that valuation multiples will not decline further or that the earnings and book values of the Company’s business segments will not decline. Therefore, an impairment charge may be required to the extent that the book equity value, including goodwill, exceeds the estimated fair value of the segment. Also, if a segment, or a business within a segment, is sold for less than the book value of the assets sold, plus any goodwill or intangible assets attributable to that business, an impairment charge on all or part of the goodwill and intangible assets attributable to that business may be required. If market and economic conditions or business performance deteriorate further, this could increase the likelihood of additional impairment charges.

Other intangible assets, net, are comprised primarily of acquired customer relationships, and are amortized over their corresponding lives ranging from five to twenty years in relation to the related cash flows, where applicable. Amortization expense totaled $4.9 million and $5.7 million for the quarters ended March 31, 2008 and 2007. Accumulated amortization totaled $76.1 million at March 31, 2008 and $71.2 million at December 31, 2007. Projected amortization for the years ended December 31, 2008 through December 31, 2012 is $19.8 million, $18.8 million, $17.8 million, $16.9 million and $16.0 million.

Item 1: Consolidated Financial Statements 21

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 – SEVERANCE AND REAL ESTATE EXIT RESERVES

The following table summarizes activities during 2008:

Reserves (dollars in millions)

	Severance				Facilities				Total Reserves
	Number of Employees		Reserve		Number of Facilities		Reserve
Balance at December 31, 2007	59		$16.7		36		$8.6		$25.3
Additions and adjustments	564		58.3		–		0.3		58.6
Utilization	(319	)	(31.1	)	(4	)	(0.6	)	(31.7	)
Balance at March 31, 2008	304		$43.9		32		$8.3		$52.2

The severance additions during 2008 primarily relate to employee termination benefits incurred in conjunction with various organization efficiency and cost reduction initiatives. These additions, along with charges related to accelerated vesting of equity and other benefits, were recorded as part of the $69.1 million provision. Outstanding severance liabilities at March 31, 2008 will largely be paid to employees in the second quarter of 2008.

The ending facilities reserves relate primarily to shortfalls in sublease transactions and will be utilized over the remaining terms of approximately 7 years or less.

NOTE 18 – SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES

The following presents condensed consolidating financial information for CIT Holdings LLC. CIT has guaranteed on a full and unconditional and a joint and several basis the existing debt securities that were registered under the Securities Act of 1933 and certain other indebtedness of this subsidiary. CIT has not presented related financial statements or other information for this subsidiary on a stand-alone basis. No subsidiaries within “Other Subsidiaries” in the following tables have unconditionally guaranteed debt securities for any other CIT subsidiary. Included under “Other Subsidiaries” is a 100%-owned finance subsidiary of CIT Group Inc., Canadian Funding Company LLC, for which CIT has fully and unconditionally guaranteed the debt securities.

22 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEETS (dollars in millions)

	CIT Group Inc.		CIT Holdings LLC	Other Subsidiaries	Eliminations		Total
March 31, 2008
ASSETS
Net finance receivables	$     719.0		$3,578.6	$58,119.4	$          –		$62,417.0
Operating lease equipment, net	8.4		301.9	11,893.4	–		12,203.7
Finance receivables held for sale	–		11.8	2,603.9	–		2,615.7
Cash and cash equivalents	6,629.7		142.4	3,568.2	–		10,340.3
Other assets	14,263.6		260.0	267.0	(6,643.6	)	8,147.0
Total Assets	$ 21,620.7		$4,294.7	$76,451.9	$(6,643.6	)	$95,723.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Debt and deposits	$ 55,585.5		$2,204.7	$23,038.0	$          –		$80,828.2
Credit balances of factoring clients	–		–	3,572.9	–		3,572.9
Accrued liabilities and payables	(40,608.4	)	1,389.6	43,843.5	–		4,624.7
Total Liabilities	14,977.1		3,594.3	70,454.4	–		89,025.8
Minority interest	–		–	54.3	–		54.3
Total Stockholders’ Equity	6,643.6		700.4	5,943.2	(6,643.6	)	6,643.6
Total Liabilities and Stockholders’ Equity	$ 21,620.7		$4,294.7	$76,451.9	$(6,643.6	)	$95,723.7
December 31, 2007
ASSETS
Net finance receivables	$   2,373.4		$3,358.4	$55,973.2	$          –		$61,705.0
Operating lease equipment, net	8.6		292.0	12,309.9	–		12,610.5
Finance receivables held for sale	–		253.3	1,352.7	–		1,606.0
Cash and cash equivalents	3,171.0		30.5	3,590.8	–		6,792.3
Other assets	13,488.9		261.0	1,110.3	(6,960.6	)	7,899.6
Total Assets	$ 19,041.9		$4,195.2	$74,336.9	$(6,960.6	)	$90,613.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Debt and deposits	$ 49,525.6		$2,346.7	$21,931.9	$          –		$73,804.2
Credit balances of factoring clients	–		–	4,542.2	–		4,542.2
Accrued liabilities and payables	(37,444.3	)	1,164.9	41,528.3	–		5,248.9
Total Liabilities	12,081.3		3,511.6	68,002.4	–		83,595.3
Minority interest	–		–	57.5	–		57.5
Total Stockholders’ Equity	6,960.6		683.6	6,277.0	(6,960.6	)	6,960.6
Total Liabilities and Stockholders’ Equity	$ 19,041.9		$4,195.2	$74,336.9	$(6,960.6	)	$90,613.4

Item 1: Consolidated Financial Statements 23

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (dollars in millions)

	CIT Group Inc.		CIT Holdings LLC		Other Subsidiaries		Eliminations		Total
Three Months Ended March 31, 2008
Finance revenue	$   23.0		$127.4		$1,531.6		$       –		$1,682.0
Interest expense	103.8		3.3		847.0		–		954.1
Depreciation on operating lease equipment	0.2		21.1		273.3		–		294.6
Net finance revenue	(81.0	)	103.0		411.3		–		433.3
Provision for credit losses	42.0		10.4		412.1		–		464.5
Net finance revenue after credit provision	(123.0	)	92.6		(0.8	)			(31.2	)
Equity in net income of subsidiaries	(19.9	)	–		–		19.9		–
Valuation allowance for receivables held for sale	–		–		140.5		–		140.5
Net finance revenue, after credit provision and    valuation allowance	(142.9	)	92.6		(141.3	)	19.9		(171.7	)
Other income	(34.6	)	8.2		200.4		–		174.0
Total net revenue after valuation allowance	(177.5	)	100.8		59.1		19.9		2.3
Salaries and general operating expenses	77.3		24.0		216.7		–		318.0
Provision for severance and real estate    exiting activities	–		–		69.1		–		69.1
Loss on debt and debt-related derivative    extinguishments	148.1		–		–		–		148.1
(Loss) Income before provision for income taxes	(402.9	)	76.8		(226.7	)	19.9		(532.9	)
Benefit (provision) for income taxes	153.2		(29.2	)	170.2		–		294.2
Minority interest, after tax	–		–		(11.0	)	–		(11.0	)
Net (loss) income before preferred stock dividends	(249.7	)	47.6		(67.5	)	19.9		(249.7	)
Preferred stock dividends	(7.5	)	–		–		–		(7.5	)
Net (loss) income (attributable) available
to common stockholders	$(257.2	)	$  47.6		$    (67.5	)	$   19.9		$  (257.2	)
Three Months Ended March 31, 2007
Finance revenue	$   20.5		$111.8		$1,484.8		$       –		$1,617.1
Interest expense	5.7		10.4		857.5		–		873.6
Depreciation on operating lease equipment	0.1		17.6		245.9		–		263.6
Net finance revenue	14.7		83.8		381.4		–		479.9
Provision for credit losses	19.2		4.1		47.8		–		71.1
Net finance revenue after credit provision	(4.5	)	79.7		333.6				408.8
Equity in net income of subsidiaries	332.0		–		–		(332.0	)	–
Net finance revenue, after credit provision and    valuation allowance	327.5		79.7		333.6		(332.0	)	408.8
Other income	1.0		17.8		309.8		–		328.6
Total net revenue after valuation allowance	328.5		97.5		643.4		(332.0	)	737.4
Salaries and general operating expenses	47.7		10.9		297.2		–		355.8
Loss on debt and debt-related derivative    extinguishments	139.3		–		–		–		139.3
Income (Loss) before provision for income taxes	141.5		86.6		346.2		(332.0	)	242.3
Benefit (provision) for income taxes	66.6		(31.9	)	(68.8	)	–		(34.1	)
Minority interest, after tax	–		–		(0.1	)	–		(0.1	)
Net income before preferred stock dividends	208.1		54.7		277.3		(332.0	)	208.1
Preferred stock dividends	(7.5	)	–		–		–		(7.5	)
Net income available to common stockholders	$ 200.6		$  54.7		$  277.3		$(332.0	)	$  200.6

24 CIT GROUP INC

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in millions)

	CIT Group Inc.		CIT Holdings LLC		Other Subsidiaries		Eliminations		Total
Three Months Ended March 31, 2008
Cash Flows From Operating Activities:
Net cash flows provided by (used for) operations	$    (0.5	)	$    (21.6	)	$      248.9		$            –		$     226.8
Cash Flows From Investing Activities:
Net (increase) decrease in financing and leasing assets	1,613.1		(21.1	)	(5,288.2	)	–		(3,696.2	)
Increase in inter-company loans and investments	(4,010.0	)	–		–		4,010.0		–
Net cash flows (used for) provided by investing activities	(2,396.9	)	(21.1	)	(5,288.2	)	4,010.0		(3,696.2	)
Cash Flows From Financing Activities:
Net increase (decrease) in debt	5,911.8		(142.0	)	488.8		–		6,258.6
Inter-company financing	–		296.6		3,713.4		(4,010.0	)	–
Cash dividends paid	(55.7	)	–		–		–		(55.7	)
Net cash flows provided by (used for) financing activities	5,856.1		154.6		4,202.2		(4,010.0	)	6,202.9
Net (decrease) increase in cash and cash equivalents	3,458.7		111.9		(837.1	)	–		2,733.5
Cash and cash equivalents, beginning of period	3,171.0		30.5		3,111.6		–		6,313.1
Cash and cash equivalents, end of period	$  6,629.7		$142.4		$  2,274.5		$            –		$  9,046.6
Three Months Ended March 31, 2007
Cash Flows From Operating Activities:
Net cash flows provided by (used for) operations	$    (279.7	)	$  2,670.6		(1,935.4	)	$            –		$     455.5
Cash Flows From Investing Activities:
Net increase in financing and leasing assets	(474.3	)	(305.8	)	(5,279.4	)	–		(6,059.5	)
Increase in inter-company loans and investments	(4,333.1	)	–		–		4,333.1		–
Net cash flows (used for) provided by investing activities	(4,807.4	)	(305.8	)	(5,279.4	)	4,333.1		(6,059.5	)
Cash Flows From Financing Activities:
Net increase (decrease) in debt	4,196.3		117.7		389.7		–		4,703.7
Inter-company financing	9.1		(2,515.2	)	6,839.2		(4,333.1	)	–
Cash dividends paid	(58.9	)	–		–		–		(58.9	)
Net cash flows provided by (used for) financing activities	4,146.5		(2,397.5	)	7,228.9		(4,333.1	)	4,644.8
Net (decrease) increase in cash and cash equivalents	(940.6	)	(32.7	)	14.1		–		(959.2	)
Cash and cash equivalents, beginning of period	3,040.3		227.8		1,011.3		–		4,279.4
Cash and cash equivalents, end of period	$  2,099.7		$     195.1		$  1,025.4		$           –		$  3,320.2

Item 1: Consolidated Financial Statements 25

CIT GROUP INC. AND SUBSIDIARIES – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19 – Subsequent Events

On April 21, 2008, the Company sold $1.0 billion or 91,000,000 shares, of common stock and $500 million or 10,000,000 shares of Non-Cumulative Perpetual Convertible Preferred Stock, Series C, with a liquidation preference of $50 per share, subject to the underwriters’ right to purchase an additional 13,650,000 shares of the common stock and 1,500,000 shares of the convertible preferred stock pursuant to overallotment options. On April 23, 2008, the underwriters exercised their entire overallotment option for the preferred stock. On May 6, 2008, 2,558,120 shares of common stock were issued pursuant to the underwriters’ overallotment option.

The common stock offering was priced at $11.00 per share. The net proceeds from the common stock offering, including the portion of the overallotment option exercised, were approximately $978 million, after deducting underwriting commissions. The Company intends to use the net proceeds from the sale of the common stock for general corporate purposes, including the payment of dividends on its outstanding Series A and B preferred stock for the second quarter of 2008 in an amount of approximately $8 million and the payment of interest on its outstanding junior subordinated notes in the third quarter of 2008 in an amount of approximately $23 million.

The net proceeds from the convertible preferred stock offering, including the overallotment option, were approximately $558 million, after deducting underwriting commissions. The Company intends to use the net proceeds from the sale of the convertible preferred stock for general corporate purposes. The convertible preferred stock will pay, only when, as and if declared by CIT’s board of directors or a duly authorized committee of the board, cash dividends on each March 15, June 15, September 15 and December 15, beginning on June 15, 2008, at a rate per annum equal to 8.75%, payable quarterly in arrears on a non-cumulative basis. Each share of convertible preferred stock will be convertible at any time, at the holder’s option, into 3.9526 shares of CIT common stock, plus cash in lieu of fractional shares, (equivalent to an initial conversion price of approximately $12.65 per share of CIT’s common stock). The conversion rate will be subject to customary anti-dilution adjustments and will also be adjusted upon the occurrence of certain other events. In addition, on or after June 20, 2015, CIT may cause some or all of the convertible preferred stock to convert provided that CIT’s common stock has a closing price exceeding 150% of the then applicable conversion price for 20 trading days (whether or not consecutive) during any period of 30 consecutive trading days.

26 CIT GROUP INC

ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

and

ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk

CIT Group Inc., a Delaware corporation (“we,” “CIT” or the “Company”), is a global commercial finance company that was founded in 1908. CIT provides financing and leasing capital for companies and consumers in a wide variety of industries, offering vendor, equipment, commercial, factoring and structured financing products, as well as management advisory services. CIT operates primarily in North America, with locations in Europe, Latin America, Australia and the Asia-Pacific region.

In the following discussion we use financial terms that are relevant to our business. You can find a glossary of key terms used in our business in Part I Item 1. Business Section in our Form 10-K for the year ended December 31, 2007.

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures about Market Risk” contain certain non-GAAP financial measures. See “Non-GAAP Financial Measurements” for reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures.

LIQUIDITY AND CAPITAL ENHANCEMENT PLAN

During the first quarter of 2008, we initiated a series of actions to improve our liquidity and capital position. The ultimate goal of these actions is to transition CIT to a smaller company primarily focused on serving both middle market commercial businesses and global vendor relationships.

In April and May 2008, the Company issued common and preferred stock for proceeds totaling $1.535 billion (see Note 19–Subsequent Events) and announced a 60% reduction in the quarterly common stock dividend. Additional measures approved by the Company’s Board of Directors and designed to enhance the Company’s capital and liquidity position, include the following:

• Sale of $1.4 billion of asset-based loans and $3.2 billion in related unfunded lending commitments, which is expected to close in the second quarter of 2008;

• Sale of $770 million of commercial aircraft, of which $300 million closed in the first quarter of 2008;

• Identification of an additional $2 billion in assets to be financed or sold; and

• Evaluation of strategic alternatives for the Company’s $4 billion rail leasing business.

Our plan is to transition over time to a revised business model with the following attributes:

• Primary focus on commercial finance, advisory services and global vendor finance relationships;

• A strong originations network with solid customer relationships;

• A diverse asset portfolio, both in terms of industry concentration and geographic spread of risk;

• Consistent credit discipline emphasizing senior, secured lending to middle-market companies; and

• Diversified revenue streams, leveraging our intellectual and relationship capital to generate fee-based opportunities.

Our goal is to support this revised business model based on the following capital management and funding approach:

• A balanced funding model predicated upon diverse funding sources and deep access to both secured and unsecured markets at consistent and economic cost of funds, as well as bank deposits;

• Solid capital base with target capital levels developed through a bottoms-up risk analysis;

• Strong investment grade debt ratings – targeting mid-A or better with “prime” commercial paper ratings (i.e. A-1/P-1 rated); and

• A dividend payout ratio commensurate with the capital generation of the business.

In light of the continued disruption in the capital markets, we plan to pursue a dual-pronged approach to funding – strengthening the near-term liquidity position, while exploring longer-term, strategic funding options, including the possibility of a strategic funding partner with financing against pools of assets in conjunction with a commitment to fund select originations. Accordingly, the Company’s tactics will reflect the following priorities – enhanced liquidity, franchise value, longstanding and strategic customer relationships, and the restoration of acceptable profitability.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 27

As discussed further in Liquidity Risk Management, we made significant progress with respect to the above plan during the quarter, as committed sources of liquidity are expected to cover requirements for the remainder of 2008 as shown in the tables covering sources and uses of cash below (dollars in billions):

Sources of Cash		Uses of Cash
Available – March 31(1)	$  8.4	Debt maturities
Asset-based loan sales	1.4	Commercial Paper	$(1.3	)(3)
Equity Issuance		Bank borrowings	(2.1	)(3)
Common	1.0	Unsecured term debt	(8.1	)(3)
Preferred	0.6	Deposit maturities	(0.9	)
Completed actions	11.4	Aircraft purchases	(1.5	)
Future Actions:
Aircraft sales	0.5
Available ABS facilities	1.9
Deposit issuances(2)	0.9
Total sources	$14.7	Total uses	$(13.9	)

(1)	Excluding $1.9 billion of restricted cash and non-immediately liquid cash amounts
(2)	To repay maturing deposits
(3)	Combined commercial paper, bank borrowings and unsecured term debt maturities for the second, third and fourth quarters of 2008 are $5.4 million, $1.5 million and $4.6 million respectively.

The above analysis of cash sources and uses assumes that other asset collections support new originations, resulting in a modest reduction in owned financing and leasing assets due to the asset sales listed above. While the Utah bank has the capacity to issue additional deposits to fund asset growth, the table above assumes resuming taking deposits only to repay maturing deposits at the bank in the second half of 2008.

A key ongoing element of our liquidity plan is to maintain sufficient liquidity to cover our obligations and fund our business in a controlled fashion over the next twelve month timeframe. With this objective in mind, we are currently considering another $8 – 12 billion in financial strategies, summarized below, to further bolster liquidity and capital. We do not expect to execute on all these initiatives in 2008, but view these as potential options available to build additional liquidity in advance of 2009 funding needs.

Asset sales or secured financings of $5 – 7 billion:

• Middle market and syndicated loans – remains our largest unencumbered asset base

• Vendor receivables – evaluating strategic alternatives for select geographies and niche programs

• Commercial aircraft – currently an asset class with good market interest

• Student loans – sales of unencumbered guaranteed loans

• Rail – we have hired advisors to evaluate strategic alternatives for this business

• Ongoing run-off (liquidation) of the home lending and student lending portfolios

Other Financings of $3 – 5 billion:

• Export Credit Agencies (“ECA”) financing for commercial aircraft deliveries

• Continued execution of Vendor Finance and Corporate Finance secured financings – historic funding source with proven collateral performance

• Unsecured term debt issuances

• Eventual return to the commercial paper market as we free available bank line capacity via repayment of existing bank facilities and either restoring “prime” CP credit ratings, or accessing the “non-prime” CP investor market.

28 CIT GROUP INC

PROFITABILITY AND KEY BUSINESS TRENDS

The net loss attributable to common shareholders was $257.2 million for the current quarter, versus net income of $200.6 million for the prior year quarter. Commercial segment earnings were more than offset by a combined net loss in our home lending and consumer lending segments, a charge related to terminated hedges, and employee severance costs.

The following table breaks down our reported results between our ongoing commercial businesses, liquidating consumer segments, and other noteworthy items (dollars in millions):

	Net Income/ (Loss)		EPS		ROE
Net loss – reported results	$(257.2	)	$(1.35	)	-15.8	%
Home lending and consumer segments	(248.5	)	(1.30	)
Noteworthy items	(165.6	)	(0.87	)
Commercial results, including corporate	$156.9		$ 0.82		12.1	%

Net income for Commercial Segments and Corporate was $156.9 million, down from $267.9 million in the prior year quarter, reflecting lower finance margins, lower other income and higher credit costs.

The noteworthy items in the table above are comprised of the following:

• A pretax charge of $117.5 million (decrease to EPS of $0.36) for a lower of cost or market valuation allowance in the Corporate Finance segment, reflecting the agreement to sell $1.4 billion in funded loans (that were classified as held for sale at March 31, 2008) and $3.2 billion in related asset-based lending commitments;

• A $33 million pretax impairment charge (decrease to EPS of $0.11), that should have been recorded concurrently with the 2007 fourth quarter sale of our Dell Financial Services joint venture equity interest, reflecting the repricing of debt underlying a securitization conduit vehicle in the Vendor Finance segment that was triggered by the purchase of CIT’s joint venture equity interest;

• A pre-tax charge in corporate and other of approximately $148 million related to losses on swaps that hedged the now inactive commercial paper program (decrease to EPS of $0.47), the majority of which was previously recorded in Other Comprehensive Loss. To maintain the Company’s overall interest sensitivity position, hedge accounting was discontinued on a similar notional amount of fixed-rate to variable rate swaps, with essentially offsetting economics, which previously hedged specific fixed-rate debt. The majority of both of these groups of swaps were terminated in April 2008, with negligible cash impact, as the positive mark on the swaps formerly hedging the debt essentially offset the loss on the commercial paper program swaps. The positive mark has been recorded as a basis adjustment against the fixed-rate debt and will be accreted over the remaining life of the debt;

• Pre-tax charges of $69 million, primarily reflecting costs in corporate and other associated with severance and termination expenses related to approximately 500 employees (decrease to EPS of $0.22); and

• Tax benefits of approximately $56 million relating to applying the projected annual effective tax rate for 2008, including the projected income mix between international and domestic operations (increase to EPS of $0.29).

The loss of $248.5 million in the Home Lending and Consumer Segments was primarily driven by $268.8 million in reserve building during the quarter ($150 million for Home Lending and $121.5 million for Student Lending), reflecting seasoning of the home lending portfolio, coupled with deterioration in the residential housing markets and reserves in Student Lending for private (non-government guaranteed) loans, principally to students of a pilot training school that filed for bankruptcy during the quarter.

REVENUE

Total net revenue, comprised of net finance revenue and other income, was down from the 2007 first quarter and the 2007 fourth quarter, on lower other income, reflecting the illiquid markets for syndications and receivable sales and higher funding costs. Total net revenue before valuations and credit provisions was $607.3 million for the current quarter, down from $808.5 million during the 2007 first quarter and $953.5 million last quarter, which included gains totaling $267.1 million on the sales of our interest in the DFS joint venture and of a systems leasing business.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 29

NET FINANCE REVENUE

Net Finance Revenue for the Quarters Ended March 31 (dollars in millions)

	2008		2007
Finance income – loans and capital leases	$1,175.3		$1,163.0
Rental income on operating leases	506.7		454.1
Finance revenue	1,682.0		1,617.1
Less: interest expense	954.1		873.6
Depreciation on operating lease equipment	294.6		263.6
Net finance revenue	$433.3		$479.9
Average Earnings Assets (“AEA”)	$73,869.5		$67,920.9
As a % of AEA:
Finance income – loans and capital leases	6.36	%	6.85	%
Rental income on operating leases	2.74	%	2.67	%
Finance revenue	9.10	%	9.52	%
Less: interest expense	5.16	%	5.14	%
Depreciation on operating lease equipment	1.59	%	1.55	%
Net finance revenue	2.35	%	2.83	%
As a % of AEA by Segment:
Corporate Finance	3.04	%	2.98	%
Transportation Finance	2.73	%	2.53	%
Trade Finance	4.80	%	5.77	%
Vendor Finance	4.30	%	4.85	%
Commercial Segments	3.35	%	3.46	%
Consumer	0.84	%	1.25	%
Home Lending	0.91	%	2.03	%
Consolidated net finance revenue	2.35	%	2.83	%

Net finance revenue of $433 million declined 10% from the 2007 first quarter and 11% from last quarter. As a percentage of average earning assets, net finance revenue declined to 2.35% from 2.83% in the 2007 first quarter and 2.67% last quarter. Declining market interest rates, including lower benchmark market interest rates, reduced asset yields as a percentage of average earning assets. However, interest costs did not decline to the same degree as a percentage of average earning assets, as the Company’s borrowing spreads over benchmark rates widened, lower cost unsecured debt was repaid, the Company utilized secured financing structures to a greater degree and the cost of maintaining excess cash liquidity increased. Average earning assets increased 9% over the prior year quarter and 1% over last quarter. Asset growth for the quarter was strategically controlled to balance liquidity.

Our funding costs have not decreased with lower market interest rates, reflecting the constrained capital markets and other factors. As described in Capitalization and in the Liquidity section of Risk Management, beginning in the second half of 2007, commercial paper balances were significantly lowered, as we relied more heavily on secured financing sources and issued a number of higher-cost funding instruments. Further, during the 2008 first quarter, our credit ratings were lowered, effectively eliminating our ability to issue commercial paper to our existing prime commercial paper investor base and we drew upon our back-up bank line facilities.

Net finance revenue for our commercial segments and corporate and other declined to 2.97% as a percentage of average earning assets from 3.35% in the prior year quarter and 3.37% last quarter. The decline was consistent with the decline in our overall results, but to a lesser degree. Net finance revenue for just the commercial segments was 3.35% for the quarter, versus 3.60% in the prior quarter and 3.46% in the first quarter of 2007.

30 CIT GROUP INC

We expect this downward pressure on net finance income to continue through 2008. The following table presents the causes of the reduced net finance revenue percentage from the fourth and first quarters of 2007.

Change in Net Finance Revenue as a % of AEA

	Quarter Ended March 31, 2008		Twelve Months Ended March 31, 2008
Net finance revenue – prior period	2.67	%	2.83	%
Treasury gap (including asset/liability mix, changes in liquidity position)	-0.07	%	-0.15	%
Yield-related fees	–		-0.06	%
Asset mix changes, including student lending	-0.07	%	-0.09	%
Other factors	-0.18	%	-0.18	%
Net finance revenue – March 31, 2008	2.35	%	2.35	%

The increased treasury gap drag on net finance revenue reflects our decision to maintain excess cash balances and the continued disruption of capital markets.

Net Finance Revenue as a % of AOL for the Quarters Ended March 31 (dollars in millions)

	2008		2007
Rental income on operating leases	16.16	%	16.26	%
Depreciation on operating lease equipment	9.40	%	9.44	%
Net operating lease revenue	6.76	%	6.82	%
Average Operating Lease Equipment (“AOL”)	$12,541.4		$11,168.2

Net operating lease revenue increased 11% over the prior year quarter on strength in the aerospace portfolio, but was down slightly from last quarter as somewhat softer lease rates and lower utilization in certain car types in our rail business, reflecting the weaker economy and in particular residential construction, contributed to the decline.

All of our commercial aircraft are under lease contracts. Additionally, all of the remaining 2008 and 2009 aircraft in our order book are placed with customers. See Concentrations —Operating Leases for additional information regarding operating lease assets.

CREDIT METRICS

Overall credit metrics continued to show higher past due and non-accrual loans and higher overall charge-offs, driven by the seasoning home lending portfolio. Although past due and non accrual loan credit metrics in our commercial businesses weakened from favorable prior period levels, commercial credit quality remained good in the first quarter of 2008. Commercial net charge-offs increased to 0.63% of average finance receivables, reflecting strong prior year recoveries in Transportation Finance and Corporate Finance.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 31

Past Due Loans (60 days or more) (dollars in millions, % as a percentage of financing receivables)

	March 31, 2008			December 31, 2007
Owned
Corporate Finance	$   266.6	1.26	%	$   194.8	0.91	%
Transportation Finance	14.6	0.56	%	9.8	0.39	%
Trade Finance	86.1	1.23	%	71.1	0.97	%
Vendor Finance	339.6	3.14	%	336.0	3.24	%
Commercial Segments	706.9	1.70	%	611.7	1.47	%
Home Lending	1,185.8	12.95	%	962.1	9.91	%
Consumer	642.8	4.90	%	600.8	4.93	%
Total	$2,535.5	3.97	%	$2,174.6	3.43	%
Managed
Corporate Finance	$   291.0	1.19	%	$   201.8	0.86	%
Transportation Finance	14.6	0.47	%	9.8	0.39	%
Trade Finance	86.1	1.23	%	71.1	0.97	%
Vendor Finance	510.5	3.41	%	520.7	3.49	%
Commercial Segments	902.2	1.82	%	803.4	1.68	%
Home Lending	1,251.6	12.76	%	1,031.3	9.92	%
Consumer	642.8	4.87	%	600.8	4.88	%
Total	$2,796.6	3.86	%	$2,435.5	3.42	%

Corporate Finance delinquency metrics trended up during the quarter primarily due to the addition of accounts in the commercial & industrial and the communications media & entertainment units.

Transportation Finance delinquencies reflected a modest increase in aerospace delinquencies in a small number of accounts and increased from very low year end levels.

Trade Finance delinquencies increased but remained below a year ago.

The Vendor Finance decrease in delinquency in 2008 was driven primarily by lower delinquencies in U.S. operations, as delinquencies associated with the integration and consolidation of leasing platforms in connection with a 2007 acquisition have lessened. This improvement was partly offset by higher international balances, in both Europe and Asia Pacific, driven by several larger accounts. International delinquency remains below the September 2007 high point.

Home Lending metrics are reflected as a percentage of unpaid principal balance. Home Lending delinquencies continued to rise, reflecting expected portfolio seasoning (given the portfolio run-off / liquidating status) coupled with the effects of softer residential real estate and tighter residential mortgage financing and re-financing market conditions. See Concentrations for additional information on Home Lending.

Consumer delinquency increased in 2008 driven by Student Lending. Delinquencies on student loans for which there is a 97% government guarantee totaled $603.1million (5.1%) at March 31, 2008, up from $569.1 million (5.23%) at December 31, 2007. Delinquencies on unguaranteed private loans totaled $25.7 million (3.5%) at March 31, 2008 and $12.7 million (2.03%) at December 31, 2007. Approximately $550 million (75%) of the private loan portfolio is not yet in repayment status, which begins upon graduation, or when a student no longer attends school. As more loans enter repayment status, it is possible that we will experience changes in delinquency rates.

32 CIT GROUP INC

Non-performing Assets (dollars in millions)

	March 31, 2008			December 31, 2007
Corporate Finance	$  442.3	2.08	%	$  242.2	1.14	%
Transportation Finance	7.9	0.30	%	3.3	0.13	%
Trade Finance	44.4	0.63	%	41.6	0.57	%
Vendor Finance	205.6	1.90	%	190.6	1.84	%
Commercial Segments	700.2	1.68	%	477.7	1.15	%
Home Lending	1,057.1	11.54	%	892.3	9.19	%
Consumer	87.7	0.67	%	8.5	0.07	%
Total	$1,845.0	2.90	%	$1,378.5	2.17	%
Non-accrual loans	$1,652.3	2.60	%	$1,162.7	1.83	%
Repossessed assets	192.7	0.30	%	215.8	0.34	%
Total non-performing assets	$1,845.0	2.90	%	$1,378.5	2.17	%

The non-performing asset trends follow those of loan delinquency. Non-performing loans in Corporate Finance increased during the quarter consistent with the previously discussed loan delinquency trends as well as the additions of a commercial real estate development loan and a number of large communications and media and manufacturer loans. Non-performing balances, such as in Corporate Finance, may exceed the delinquency balance as certain loans classified as non-accrual stop accruing income even though they may not be contractually past due. Repossessed assets, which are carried at the lower of book value or estimated fair value, decreased primarily due to Home Lending activity. See Concentrations — Home Lending Business for additional information.

RESERVE FOR CREDIT LOSSES

Reserve and Provision for Credit Losses for the Quarters Ended March 31 (dollars in millions)

	2008		2007
Reserve balance – beginning of period	$   831.5		$659.3
Provision for credit losses – finance receivables (by segment)
Corporate Finance	36.6		20.5
Transportation Finance	(0.4	)	(22.5	)
Trade Finance	9.5		8.0
Vendor Finance	28.2		10.4
Home Lending	217.8		35.3
Consumer	149.6		7.9
Corporate and other, including specific reserving actions	23.2		11.5
Total provision for credit losses	464.5		71.1
Reserve changes relating to foreign currency translation, acquisitions, other	(8.2	)	30.8
Additions to reserve for credit losses, net	456.3		101.9
Net charge-offs (recoveries)
Corporate Finance	39.5		20.8
Transportation Finance	(0.6	)	(22.5	)
Trade Finance	8.9		7.0
Vendor Finance	19.5		10.0
Home Lending	67.8		34.5
Consumer	30.8		7.4
Total net charge-offs	165.9		57.2
Reserve balance – end of period	$1,121.9		$704.0
Reserve for credit losses as a percentage of finance receivables	1.77	%	1.17	%
Reserve for credit losses, excluding specific reserves, as a percentage of finance
receivables, excluding student loans and home lending	1.23	%	1.18	%
Reserve for credit losses, excluding specific reserves, as a percentage of finance
receivables, excluding guaranteed student loans and home lending	1.53	%	1.16	%
Reserve for credit losses as a percentage of non-performing assets, excluding
student loans and home lending	82.0	%	162.9	%

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 33

The increase in the reserve for credit losses during the first quarter of 2008, as well as the higher provision in relation to the first quarter of 2007, largely reflected $268.8 million of combined provisioning in excess of charge-offs in the Home Lending and Consumer segments. The increased current quarter provision for credit losses in the commercial segments reflects weakened credit metrics from both very favorable prior year levels and unusually high recoveries in the commercial aerospace business in 2007. The reserve for credit losses as a percentage of non-performing assets excluding student loans and Home Lending declined from the prior year due to reduced expected loss severity.

In the Home Lending segment, the provision for the 2008 quarter of $217.8 million, included $150.0 million of reserve increase, reflecting higher loss severity and past due loans due to continued deterioration in the home lending markets during the quarter. The 2008 Consumer segment provision of $149.6 million included $121.5 million of reserve increase. Of this amount, $111.5 million related to loans to students (totaling $194.6 million at March 31, 2008) of a pilot flight training school that filed for bankruptcy during the quarter. The reserving action reflects management’s best estimate of losses, based on information available at this time and the collection strategy that the Company anticipates pursuing. The balance relates to other exposures in the private (unguaranteed) student lending portfolio. See Concentrations for additional information on the Home Lending and Student Lending portfolios.

The reserve for credit losses includes three key components: (1) specific reserves for loans that are impaired under SFAS 114, (2) reserves for estimated losses inherent in the portfolio based upon historical and projected charge-offs, and (3) reserves for inherent estimated losses in the portfolio based upon economic risks, industry and geographic concentrations, estimation risk and other factors. The consolidated reserve for credit losses is intended to provide for losses inherent in the portfolio based on estimates regarding the ultimate outcome of collection efforts and realization of collateral values, among other things. We may make additions or reductions to the consolidated reserve for credit losses depending on changes in economic conditions or credit metrics, including past due and non-performing accounts, or other factors affecting specific obligors or industries as well as adjustments for estimation risk. With the exception of home lending and student lending private loan performance, we continue to believe that the credit risk characteristics of the portfolio are well diversified by geography, industry, borrower, and collateral type. The portion of the reserve related to inherent estimated loss and estimation risk reflects our evaluation of trends in our key credit metrics, as well as our assessment of risk in specific industry sectors.

Specific reserves related to impaired loans totaled $61.0 million at March 31, 2008 compared with $52.1 million at December 31, 2007. The specific reserves primarily relate to SFAS 114 impaired accounts within our Corporate Finance and Trade Finance businesses. The reserve for credit losses at March 31, 2008 includes approximately $400 million added in connection with home lending receivables, compared with $250 million at December 31, 2007, and $148 million relating to student loans, compared to $26 million at December 31, 2007.

We believe that our total reserve for credit losses of $1,121.9 million represents management’s best estimate of credit losses incurred in the portfolio based on currently available information. See Risk Factors for additional discussion on reserve adequacy.

Net Charge-offs (charge-offs net of recoveries) for the Quarters Ended March 31
(dollars in millions, % as a percentage of average owned or managed finance receivables)

	2008				2007
Owned
Corporate Finance	$39.5		0.70	%	$20.8		0.41	%
Transportation Finance	(0.6	)	-0.09	%	(22.5	)	-4.15	%
Trade Finance	8.9		0.51	%	7.0		0.42	%
Vendor Finance	19.5		0.73	%	10.0		0.43	%
Commercial Segments	67.3		0.63	%	15.3		0.16	%
Home Lending	67.8		3.15	%	34.5		1.32	%
Consumer	30.8		0.97	%	7.4		0.30	%
Total	$165.9		1.04	%	$57.2		0.39	%
Managed
Corporate Finance	$42.2		0.75	%	$22.8		0.42	%
Transportation Finance	(0.6	)	-0.09	%	(22.5	)	-4.15	%
Trade Finance	8.9		0.51	%	7.0		0.42	%
Vendor Finance	29.4		0.80	%	13.4		0.41	%
Commercial Segments	79.9		0.66	%	20.7		0.19	%
Home Lending	76.0		3.28	%	41.9		1.48	%
Consumer	30.8		0.97	%	7.4		0.30	%
Total	$186.7		1.09	%	$70.0		0.43	%

34 CIT GROUP INC

Corporate Finance net charge-offs were up in 2008 due to higher charge-offs in energy & infrastructure and lower levels of recoveries partially offset by lower charge-offs in equipment leasing.

Transportation Finance recoveries exceeded charge-offs in both periods, but were down from 2007, which included a large aerospace recovery.

Net charge-offs in Trade Finance increased modestly from low prior year levels.

Net charge-offs in Vendor Finance reflect both higher international and U.S. charge-offs.

Home Lending charge-offs were up due to further portfolio seasoning and increased loss severity driven by further deterioration of the residential real estate and home lending markets.

Charge-offs in Consumer increased due to higher losses on unsecured consumer loans held in the Utah bank as well as increased charge-offs on private (non-U.S. government guaranteed) student loans. Non-student lending consumer loan charge-offs declined from the prior quarter.

Net charge-offs on securitized assets were up from a year ago. As a percentage of average securitized assets, securitized portfolio net charge-offs were 1.36% for the first quarter of 2008, compared with 0.83% in the 2007 first quarter.

Considering current portfolio trends and the economic outlook, we currently expect the following: (1) commercial net charge-offs to increase during 2008 from the low 2007 levels, driven in part by lower recoveries; (2) continued provisioning in the Consumer segment as the private student portfolio continues to season; (3) Home Lending losses to continue at high levels on continued portfolio seasoning, with quarterly loss reserve provisioning required.

NET FINANCE REVENUE, AFTER PROVISION FOR CREDIT LOSSES

Net Finance Revenue, After Provision for Credit Losses for the Quarters Ended March 31, (dollars in millions)

	2008		2007
Net finance revenue	$     433.3		$     479.9
Provision for credit losses	464.5		71.1
Net finance revenue after credit provision	$     (31.2	)	$     408.8
As a % of AEA:
Net finance revenue	2.35	%	2.83	%
Provision for credit losses	2.52	%	0.42	%
Net revenue, after credit provision	-0.17	%	2.41	%
Average Earnings Asset (“AEA”)	$73,869.5		$67,920.9

Total net revenue, after credit provision was a deficit in 2008 and declined from the prior year quarter and last quarter due to increased charge-offs and reserve building in the consumer businesses, and the margin compression discussed earlier.

NET FINANCE REVENUE, AFTER CREDIT PROVISION AND VALUATION ALLOWANCE

Net finance revenue, after credit provision and valuation allowances, was down from the prior year quarter and last quarter. The valuation allowance recorded during the current quarter (to reduce receivables held for sale to the lower of cost or market) reflected (1) $117.5 million adjustment to the asset-based loans in the Corporate Finance segment as we transferred approximately $1.4 billion of receivables from held for investment in anticipation of sales and (2) $23 million on the home lending receivables (manufactured housing), that were transferred to the held for investment portfolio, because marketing activities have ceased.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 35

OTHER INCOME

Other income for the quarter as a percentage of total net revenue (net finance revenue plus other income) was 32% (excluding the impairment charge discussed below) versus 29% last quarter (excluding significant gains from the sale of our interest in a joint venture and a systems leasing business) and down from 41% in the 2007 first quarter, principally due to lower syndication fees and receivable sales gains. The components of other income are as follows:

Other Income for the Quarters Ended March 31 (dollars in millions)

	2008	2007
Fees and other income	$  65.3	$185.5
Factoring commissions	52.1	52.4
Gains on sales of leasing equipment	47.8	29.5
Gains on receivable sales and syndication fees	4.7	53.6
Gains on securitizations	4.1	7.6
Total other revenue	$174.0	$328.6

Fees and other income are comprised of asset management, agent and servicing fees, including securitization-related servicing fees, accretion and impairment charges relating to retained securitization interests, advisory and agent fees, as well as income from joint venture operations. Fees and other income declined from the prior year quarter on lower joint venture earnings, reflecting the 2007 year end sale of our interest in the DFS joint venture. The current quarter also includes a pre-tax $33 million impairment charge reflecting the repricing of debt costs underlying one of our vendor finance securitization conduit vehicles. The 2007 first quarter was particularly strong reflecting high joint venture income and gains on structured finance transactions.

Factoring commissions were essentially flat with the 2007 first quarter reflecting flat factoring volume.

Gains on sales of leasing equipment increased over the 2007 first quarter reflecting gains of $27 million (approximately 9%) from the sales of 11 commercial aircraft this quarter, with a total book value of approximately $300 million.

Gains on receivable sales and syndication fees were down significantly from the 2007 first quarter due to lower syndicated loan fees reflecting the significant contraction in the loan syndication market. Commercial loan sales and syndication volume was $0.5 billion (10% of commercial origination volume), down from $1.4 billion (21%) in the 2007 first quarter. Sales of student loans were also significantly lower, $0.1 billion for the March 2008 quarter, down from about $0.5 billion in the prior year quarter. These decreases are a reflection of continued market illiquidity.

Gains on securitization declined from the 2007 first quarter reflecting reduced origination volume. Gains as a percentage of volume securitized were flat at 0.7% for both quarters (on volume of $0.6 billion and $1.1 billion).

SALARIES AND GENERAL OPERATING EXPENSES

Salaries and General Operating Expenses for the Quarters Ended March 31 (dollars in millions)

	2008		2007
Salaries and employee benefits	$190.1		$240.0
Other general operating expenses	127.9		115.8
Salaries and general operating expenses	$318.0		$355.8
Provision for severance and real estate expenses	$  69.1		$      –
Efficiency ratio(1)	52.4	%	44.0	%
Headcount	6,100		7,500

⁽¹⁾ Efficiency ratio is the ratio of salaries and general operating expenses to total net revenues.

36 CIT GROUP INC

Salaries and general operating expenses were down $37.8 million from a year ago, due to reduced salaries and employee benefits. This decrease reflects the significant decrease in employees coupled with lower incentive compensation expense. The increased other operating expenses included higher legal and professional fees as well as higher credit and collection expenses.

Severance and real estate exiting activity charges totaled $69.1 million and reflect staff reductions of approximately 500 throughout the organization, as we continue to streamline current processes and seek to reduce operating costs. Expected annual savings from these actions are approximately $75 million, of which approximately $7 million was realized in the current quarter.

Employee headcount totaled approximately 6,100 at March 31, 2008, down 19% from 7,500 a year ago.

In early April 2008, we ceased the origination of all student lending, including U.S. government guaranteed loans. We expect to record a pretax charge of approximately $20 million ($15 million in the second quarter of 2008) in conjunction with closing the student lending origination platform.

See Note 17 – Severance and Real Estate Exit Reserves for additional information.

INCOME TAXES

Income Tax Data for the Quarters Ended March 31 (dollars in millions)

	2008		2007
(Benefit) provision for income taxes	$(294.2	)	$34.1
Tax liability releases/NOL valuation adjustments	4.9		20.6
Tax benefit loss on debt extinguishment/hedge loss/valuation adjustment	101.5		59.5
Tax benefits – home lending losses (net of valuation allowance) and other noteworthy items	235.1		–
Provision for income taxes – adjusted	$   47.3		$114.2
Effective tax rate – reported	55.2	%	14.1	%
Effective tax rate – adjusted	20.8	%	29.9	%

CIT’s reported tax provision for the quarter ended March 31, 2008 reflects a tax benefit of $294.2 million, compared with tax expense of $34.1 million in the first quarter of 2007. In 2008, losses in the home lending and consumer segments and significant noteworthy items impacted the relationship between recorded tax benefits and pre-tax earnings. Pre-tax losses of $532.9 million for the quarter ended March 31, 2008 with a corresponding tax benefit of $294.2 million resulted in a reported effective tax rate of 55.2%.

The statutory tax rates (US federal and applicable state tax) applied to the pre-tax losses associated with the home lending and consumer losses and to the significant, noteworthy items were higher than the tax rates applied to the Company’s other pre-tax earnings. Excluding these items, CIT’s projected annual effective tax rate of approximately 21%, as referenced above, which is based on the Company’s full year 2008 earnings projections, differs from the U.S. federal tax rate of 35% primarily due to state and local income taxes, foreign earnings taxed at lower rates, and permanent differences between the book and tax treatment of certain items. Based on the projected annual effective tax rate, additional tax benefits were recorded in the quarter, derived in large part from the disproportionate amount of loss in high tax jurisdictions incurred in the quarter relative to that which is projected for the full year. The combined tax benefit related to the significant, unusual items ($101.5 million) and other noteworthy items ($235.1 million) totaled $336.6 million for the quarter ended March 31, 2008, as shown in the preceding table. These effects are the primary drivers of the significant tax benefit recorded in the first quarter of 2008. In the quarter ended March 31, 2007, the tax provision was favorably impacted by a $59.5 million tax benefit related to the loss on the extinguishment of debt.

The income tax benefit for the quarter ended March 31, 2008 included a $4.9 million net decrease in liabilities related to uncertain tax positions in accordance with Financial Accounting Standards Board Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes. In 2007, the income tax provision included a $20.6 million tax benefit primarily related to the release of certain international liabilities for uncertain tax positions and the release of deferred income tax liabilities associated with the relocation of certain aerospace assets to lower tax jurisdictions. The Company anticipates that it is reasonably possible that the total unrecognized tax benefits will decrease due to the settlement of audits and the expiration of statute of limitations prior to March 31, 2009 in the range of $30-$60 million.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 37

FINANCING AND LEASING ASSETS

Financing and Leasing Assets by Segment (dollars in millions)

	March 31, 2008		December 31, 2007	Percentage Change
Corporate Finance
Finance receivables	$21,222.0		$21,326.2	(0.5	)%
Operating lease equipment, net	364.6		459.6	(20.7	)%
Financing and leasing assets held for sale	1,840.0		669.3	174.9	%
Owned assets	23,426.6		22,455.1	4.3	%
Finance receivables securitized and managed by CIT	1,347.7		1,526.7	(11.7	)%
Managed assets	24,774.3		23,981.8	3.3	%
Transportation Finance
Finance receivables	2,620.1		2,551.3	2.7	%
Operating lease equipment, net	10,740.8		11,031.6	(2.6	)%
Financing and leasing assets held for sale	500.5		–	100	%
Owned assets	13,861.4	(1)	13,582.9	2.1	%
Trade Finance
Finance receivables	7,003.9		7,330.4	(4.5	)%
Vendor Finance
Finance receivables	10,824.8		10,373.3	4.4	%
Operating lease equipment, net	1,098.3		1,119.3	(1.9	)%
Financing and leasing assets held for sale	198.7		460.8	(56.9	)%
Owned assets	12,121.8		11,953.4	1.4	%
Finance receivables securitized and managed by CIT	3,954.0		4,104.0	(3.7	)%
Managed assets	16,075.8		16,057.4	0.1	%
Home Lending
Finance receivables	8,749.2		8,775.6	(0.3	)%
Financing and leasing assets held for sale	–		345.8	(100.0	)%
Owned assets	8,749.2		9,121.4	(4.1	)%
Finance receivables securitized and managed by CIT	652.3		680.5	(4.1	)%
Managed assets	9,401.5		9,801.9	(4.1	)%
Consumer
Finance receivables – student lending	12,561.9		11,499.9	9.2	%
Finance receivables – other	557.0		679.9	(18.1	)%
Financing and leasing assets held for sale	76.5		130.1	(41.2	)%
Owned assets	13,195.4		12,309.9	7.2	%
Other – Equity Investments	233.6		165.8	40.9	%
Managed assets	$84,545.9		$83,230.1	1.6	%

⁽¹⁾ Includes $8.3 billion of commercial aerospace and $4.5 billion of rail.

Managed assets growth during the quarter has been and will continue to be carefully controlled to manage our liquidity and strategically target key customers and relationships. We recently announced that we have ceased originating new student loans, and we ceased originating home lending and other unsecured consumer loans in 2007, placing these portfolios in liquidation mode. The student loan growth during the quarter was the result of funding existing commitments of which approximately $200 million remained at March 31, 2008.

Assets held for sale increased $1.0 billion from December to $2,615.7 million at March 31, 2008. In the quarter ended March 31, 2008, management identified $1.4 billion of Corporate Finance funded asset-based loan commitments for sale in the second quarter, and $500 million of commercial aerospace assets for sale in 2008 in conjunction with our plan to sell additional aircraft. Accordingly, such assets are included in financing and leasing assets held for sale.

See Non-GAAP Financial Measurements for reconciliation of managed assets.

38 CIT GROUP INC

BUSINESS VOLUMES

The volume declines, particularly in Corporate Finance, reflect the lack of liquidity in the syndication and loan sale markets, as we previously originated loans with the intent to sell or syndicate them.

Business Volumes for the Quarters Ended March 31 (excluding factoring, dollars in millions)

	2008	2007
Corporate Finance	$2,161.2	$3,588.2
Transportation Finance	710.1	686.2
Vendor Finance	2,240.8	2,310.0
Commercial Segments	5,112.1	6,584.4
Home Lending	7.6	2,193.0
Consumer	1,210.0	2,001.8
Total new business volume	$6,329.7	$10,779.2

RESULTS BY BUSINESS SEGMENT

Results by Business Segment (dollars in millions)

	Quarters Ended March 31,
	2008		2007
Net Income (Loss)
Corporate Finance	$(20.2	)	$80.1
Transportation Finance	84.5		76.3
Trade Finance	33.2		36.6
Vendor Finance	6.8		76.3
Commercial Segments	104.3		269.3
Home Lending	(153.3	)	0.5
Consumer	(95.2	)	11.4
Corporate & Other	(113.0	)	(80.7	)
Total	$(257.2	)	$200.5
Return on Equity
Corporate Finance	(3.1	)%	13.8	%
Transportation Finance	19.8	%	19.3	%
Trade Finance	15.8	%	17.0	%
Vendor Finance	1.6	%	20.4	%
Commercial Segments	6.1	%	17.5	%
Home Lending	(58.1	)%	0.3	%
Consumer	(143.7	)%	9.1	%
Corporate & Other	(8.8	)%	(3.3	)%
Total	(15.8	)%	11.5	%

The 2008 capital allocations, by segment as a percentage of managed assets, excluding goodwill, are as follows: Corporate Finance – 10%; Transportation Finance – 12%; Trade Finance – 10%; Vendor Finance – 8%; Home Lending 11%; Consumer – 2%. These individual segment amounts exclude the diversity benefit included in the consolidated capital requirement.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 39

Corporate Finance

• Net income decreased from the 2007 first quarter and last quarter primarily due to $117.5 million of valuation allowances on assets transferred to held-for-sale for liquidity purposes. Net finance revenue increased on higher assets, but other income declined and credit provisions were higher. Excluding the valuation allowance on assets being sold for liquidity purposes, pre-tax income was $88.2 million, down from $115.6 million last quarter and $125.5 million in the 2007 first quarter. The declines in other income reflect a significantly lower level of loan sales and syndication activity. As a result, return on risk- adjusted capital decreased from the 2007 first quarter and last quarter (11.1%).

• Total net revenues (net finance revenue plus other income) decreased 8% from the 2007 first quarter and 9% from last quarter. Net finance revenues as a percentage of earning assets have remained stable. Other income was down due to lower syndications fees due to lack of market liquidity which began in the latter half of 2007 and continued during the first quarter 2008.

• Net charge-offs increased from both the 2007 first quarter and last quarter mainly due to one exposure to a company that filed for bankruptcy during the quarter for which we charged-off approximately $22 million. Delinquencies and non-performing assets increased from last quarter and the 2007 first quarter reflecting the addition of a few accounts across various industries.

• Total origination volumes declined from the 2007 first quarter and last quarter as we have limited new origination volumes to balance our liquidity goals with franchise value considerations. During the current quarter, CIT Bank funded approximately $335 million of commercial loans.

• Owned assets were up 7% from last March and 4% from year end. Growth was highlighted by the syndicated loan and commercial, media and entertainment groups and includes modestly higher commitment utilization by clients. Securitized assets were down due to limited market liquidity.

Transportation Finance

• Transportation posted strong bottom line performance consistent with the 2007 first quarter and higher than last quarter. This was due to slightly higher finance revenue and higher other income, partially offset by lower recoveries. Return on risk-adjusted capital increased from both the 2007 first quarter and last quarter (14.2%).

• Total net revenues improved 41% from the 2007 first quarter and 15% from last quarter, due to asset growth and higher gains on equipment sales, particularly in aerospace. Net finance revenue as a percentage of average earning assets after depreciation was up from the 2007 first quarter on strength in non-operating lease margins and aerospace rentals, but down from last quarter on lower rail lease rates.

• Credit metrics remained strong with net recoveries, and modestly higher aerospace delinquencies and non- performing asset levels.

• New business volume was up from the 2007 first quarter on higher new aircraft deliveries, but down from the prior quarter. All aircraft scheduled for delivery in our aerospace order book through December 2009 have been placed.

• Asset growth was 11% over the 2007 first quarter for the segment, driven by new aircraft deliveries from our order book and loans to major carriers, and up modestly from December 2007. Our commercial aircraft portfolio continued to be fully utilized. None of our aircraft were affected by the recent increase in airline bankruptcies. Rail demand experienced some softening during the quarter as utilization declined to approximately 92%. However, including commitments from customers to lease rail cars, our rail assets would be approximately 95% utilized.

Trade Finance

• Net income was down 9% from the 2007 first quarter due to lower finance and other income and higher provision for credit losses. Return on risk adjusted capital was 15.8%, down slightly from both last quarter and the 2007 first quarter.

• Total net revenues were down from both last year and the prior quarter as competitive pressures lowered rates and volumes were down slightly.

• Net charge-offs were up over last quarter and the 2007 first quarter. Delinquencies and non-performing loans were up from last quarter, but below the 2007 first quarter levels.

•  Owned assets increased by 2% from the 2007 first quarter and decreased 4% from last quarter.

Vendor Finance

• Net income was down from the 2007 first quarter and last quarter driven by lower other income. The prior quarter included significant gains from the sale of CIT’s 30% interest in the U.S. based Dell Financial Services (DFS) joint venture and the sale of the U.S. Systems Leasing portfolio, while the current quarter included an impairment charge related to a securitization conduit. As a result, return on risk-adjusted capital was down from both periods.

• Total net revenues were down from both the 2007 first quarter and the prior quarter. Higher finance revenues driven by asset growth were offset by increased funding costs. Other income was down on lower joint venture income (reflecting the termination of our interest in the DFS joint venture), and lower fees, and included a pre-tax $33 million impairment charge reflecting the repricing of debt costs underlying the securitization conduit. Net finance revenue as a percentage of average earning assets after depreciation was down from both periods due to higher borrowing spreads.

40 CIT GROUP INC

• Net charge-offs were down from last quarter and up over the 2007 first quarter. Delinquencies and non- performing asset levels increased over both periods as the increases in our international operations offset improved U.S. results.

• New business volume declined from the 2007 first quarter driven by lower U.S. volumes, as declines in Dell volume were partially offset by new vendor relationships.

• Owned assets were up 15% from the 2007 first quarter due to an acquisition in the second half of 2007, partially offset by the sale of the systems leasing portfolio in the final quarter of 2007 and the decline in the U.S. Dell program. Securitized assets were essentially flat.

Home Lending (see Home Lending Business in Concentrations for more detail on home lending)

• The net losses for the current and prior quarter reflect the increased provisioning for credit losses due to the weak residential housing market, valuation charges and impairment charges on retained interests in securitizations due to deteriorated portfolio credit performance.

• Total net revenues were down from last year reflecting lower asset balances and higher funding costs (principally on the 2007 third quarter securitization), but above last quarter. Adjustments to the valuation allowance for assets held for sale totaled $23 million for the quarter and related to $338 million (approximately $480 million unpaid principal balance) of manufactured home receivables that have been transferred to assets held for investment at March 31, 2008.

• Home lending assets held for investment were $8.7 billion at quarter-end, reflecting unpaid principal balance of $9.4 billion and discounts of $0.7 billion. Reserves for credit losses were $400 million at March 31, 2008.

• Gross charge-offs for the quarter were $272 million, of which $204 million were applied to existing loan level discounts. The current quarter provision for loan losses was $218 million, including an increase to reserves of $150 million. Charge-offs were higher than expected due to higher loss severity rates on both first and second mortgages.

• Delinquencies and non-performing assets increased from the 2007 first quarter and the prior quarter reflecting continued deterioration in the housing sector. The balance of real estate owned declined from the prior quarter, as the level of sales exceeded new foreclosures.

• Liquidations in the quarter totaled approximately $330 million, down from approximately $380 million in the prior quarter.

Consumer (see Concentrations section for more information on student lending)

• The net loss in the current quarter primarily reflects the higher provision for credit losses in the private, unguaranteed student loan portfolio and lower other income. Last quarter’s net loss reflects $313 million in impairment charges to write-off the goodwill and intangible assets associated with the student lending business and higher provisioning for charge-offs of other unsecured consumer loans.

• Total net revenues were down from the 2007 first quarter and last quarter. Finance income was down as a result of placing on non-accrual status loans to the students of a helicopter school which filed for bankruptcy and certain loans resetting at lower market interest rates.

• CIT Bank deposits were down slightly from December 2007, given liquidity at the Bank. During late 2007 we began the Bank’s transition from a consumer-oriented lender to a commercial lender and have recently originated certain loans in conjunction with Corporate Finance. During the current quarter, CIT Bank funded approximately $335 million of commercial loans.

• Net charge-offs increased in both student loans and unsecured consumer loan portfolios compared with last quarter and the 2007 first quarter. Delinquencies were flat with last quarter, and higher than the 2007 first quarter. Non-performing assets were up reflecting the student loans affected by the bankruptcy of a pilot training school.

• We announced on April 3, 2008, that we ceased the origination of new government guaranteed student loans and expect to record a pre-tax charge of approximately $20 million related to closing the originations platform of the student lending business, $15 million of which we expect will be recognized in the second quarter of 2008. We will continue to service the current portfolio and fund any remaining commitments, which are estimated to be approximately $200 million.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 41

Corporate and Other net expenses are shown in the table below:

Corporate Unallocated Expenses (dollars in millions)

	Quarters Ended March 31,
	2008		2007
Unallocated revenues (expenses), net	$33.6		$15.2
Provision for credit losses	(13.2	)	(6.7	)
Preferred stock dividends	(7.5	)	(7.5	)
Provision for severance and real estate exit activities	(41.7	)	–
Venture capital operating (losses)	–		(2.5	)
Subtotal	(28.8	)	(1.5	)
Loss on debt and debt-related derivative extinguishments	(84.2	)	(79.2	)
Total	$(113.0	)	$(80.7	)

Corporate and other, principally contains certain credit loss provisioning, preferred stock dividends and other financing costs. The current period also contains the hedge accounting discontinuation charge for the interest rate swaps related to the commercial paper program, as well as the severance and real estate expenses associated with streamlining efforts.

Results by business segment are discussed in Note 14 – Business Segment Information.

CONCENTRATIONS

Ten Largest Accounts

Our ten largest financing and leasing asset accounts in the aggregate represented 4.0% of our total financing and leasing assets at March 31, 2008 (the largest account being less than1.0%), and 4.1% at year end. The largest accounts primarily consist of companies in the transportation, retail and energy industries.

Operating Leases

Operating Leases (dollars in millions)

	March 31, 2008	December 31, 2007
Transportation Finance – Aerospace(1)	$  6,862.2	$  7,206.8
Transportation Finance – Rail	3,878.6	3,824.8
Vendor Finance	1,098.3	1,119.3
Corporate Finance	364.6	459.6
Total	$12,203.7	$12,610.5

⁽¹⁾ Aerospace includes commercial, regional and corporate aircraft and equipment.

The decrease in Transportation Finance – Aerospace operating lease assets reflects sales of $300 million of aircraft assets and the transfer of approximately $450 million of assets to held-for-sale, partially offset by deliveries of 7 new commercial aircraft from our order book. We had 220 commercial aircraft on operating lease at March 31, 2008, up from 198 a year ago. Railcar utilization was approximately 92% (95%, including those railcars with commitments in place from customers).

Joint Venture Relationships

Our strategic relationships with industry-leading equipment vendors are a significant origination channel for our financing and leasing activities. These vendor alliances include traditional vendor finance programs, joint ventures and profit sharing structures. Our vendor programs with Dell, Snap-on and Avaya are among our largest alliances.

We have multiple program agreements with Dell, one of which was Dell Financial Services (DFS), covering originations in the U.S. The agreement provided Dell with the option to purchase CIT’s 30% interest in DFS, which was exercised during the fourth quarter of 2007. We retain the right to provide 25% (of sales volume) funding to DFS in 2009 and 35% in 2008, compared to 50% in 2007. We also retain vendor finance programs for Dell’s customers in Canada and in more than 40 countries outside the United States that are not affected by Dell’s purchase of our DFS interest.

The joint venture agreement with Snap-on runs through January 2009. The Avaya agreement, which relates to profit sharing on a CIT direct origination program, was extended through September 2009, pursuant to a renewal provision in the agreement.

Our financing and leasing assets include amounts related to the Dell, Snap-on, and Avaya joint venture programs. These amounts include receivables originated directly by CIT as well as receivables purchased from joint venture entities. A significant reduction in origination volumes from any of these alliances could have a material impact on our asset and net income levels.

For additional information regarding certain of our joint venture activities, see Note 20 – Certain Relationships and Related Transactions.

42 CIT GROUP INC

Joint Venture Relationships (dollars in millions)

	March 31, 2008	December 31, 2007
Owned Financing and Leasing Assets
Dell – International	$1,891.5	$1,748.1
Snap-on	1,029.7	1,010.5
Dell U.S.	599.6	604.7
Avaya Inc.	372.2	399.7
Securitized Financing and Leasing Assets
Dell U.S.	2,217.6	2,341.6
Avaya Inc.	397.1	402.4
Dell – International	64.5	84.7
Snap-on	21.0	24.1

Geographic Concentrations

Geographic Concentration by Obligor (dollars in millions)

	March 31, 2008		December 31, 2007
State
California	8.4	%	8.7	%
New York	6.2	%	6.8	%
Texas	5.9	%	6.3	%
All other states	53.2	%	52.4	%
Total U.S.	73.7	%	74.2	%
Country
Canada	6.1	%	6.3	%
England	5.0	%	5.1	%
Germany	2.2	%	2.2	%
China	1.5	%	1.5	%
Mexico	1.4	%	1.4	%
Australia	1.4	%	1.2	%
All other countries	8.7	%	8.1	%
Total International	26.3	%	25.8	%

The table summarizes significant state concentrations greater than 5.0% and international concentrations in excess of 1.0% of our owned financing and leasing portfolio assets. Domestic concentrations decreased as a result of asset dispositions in construction and home lending. International assets increased in 2008 due to increased originations and the Barclays acquisition. For each period presented, our managed asset geographic composition did not differ significantly from our owned asset geographic composition.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 43

Industry Composition

Our industry composition is detailed in Note 4 – Concentrations. We believe the following discussions, covering certain industries, are of interest to investors.

Aerospace

Commercial Aerospace Portfolio (dollars in millions)

	March 31, 2008		December 31, 2007
	Net Investment	Number	Net Investment	Number
By Region:
Europe	$2,788.8	90	$2,906.2	94
Asia Pacific	2,465.1	84	2,274.9	82
U.S. and Canada	1,237.4	62	1,279.5	60
Latin America	1,236.9	40	1,136.0	36
Africa / Middle East	553.5	13	567.8	15
Total	$8,281.7	289	$8,164.4	287
By Manufacturer:
Airbus	$4,698.5	135	$4,575.8	132
Boeing	3,574.6	153	3,579.6	154
Other	8.6	1	9.0	1
Total	$8,281.7	289	$8,164.4	287
By Body Type(1):
Narrow body	$6,217.4	230	$6,136.4	226
Intermediate	1,822.6	48	1,821.9	48
Wide body	233.1	10	197.1	12
Other	8.6	1	9.0	1
Total	$8,281.7	289	$8,164.4	287
By Product:
Operating lease	$7,298.8	220	$7,120.1	219
Loan	691.8	57	732.6	56
Capital lease	208.7	9	225.5	9
Leveraged lease (tax optimized)	43.6	1	45.4	1
Leveraged lease (other)	38.8	2	40.8	2
Total	$8,281.7	289	$8,164.4	287
Number of accounts	104		105
Weighted average age of fleet (years)	6		5
Largest customer net investment	$   286.6		$   287.3
Off-lease aircraft	–		–

⁽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.

Our top five commercial aerospace exposures totaled $1,312.0 million at March 31, 2008 and are to carriers outside of the U.S. The largest exposure to a U.S. carrier at March 31, 2008 was $233.4 million.

Our aerospace assets include both operating and capital leases as well as secured loans. Management considers current lease rentals as well as relevant and available market information (including third-party sales for similar equipment, published appraisal data and other marketplace information) both in determining undiscounted future cash flows when testing for the existence of impairment and in determining estimated fair value in measuring impairment. We adjust the depreciation schedules of commercial aerospace equipment on operating leases or residual values underlying capital leases when projected fair value at the end of the lease term is less than the projected book value at the end of the lease term. We review aerospace assets for impairment annually, or more often should events or circumstances warrant. Aerospace equipment is defined as impaired when the expected undiscounted cash flow over its

44 CIT GROUP INC

expected remaining life is less than its book value. We factor historical information, current economic trends and independent appraisal data into the assumptions and analyses we use when determining the expected undiscounted cash flow. Included among these assumptions are the following: lease terms, remaining life of asset, lease rates, remarketing prospects and maintenance costs.

See Item 8. Financial Statements and Supplementary Data, Note 11 – Commitments and Contingencies for additional information regarding commitments to purchase additional aircraft and Note 4 – Concentrations for further discussion on geographic and industry concentrations.

Home Lending Business

The Company entered the home lending business in 1992 in order to provide diversification relative to our commercial finance businesses in an asset class with liquidity, predictable revenue streams and growth opportunities. In the first half of 2007, deteriorating credit performance in the residential mortgage markets, coupled with reduced liquidity in the secondary market for this asset class, resulted in a decline in portfolio and origination economics. In light of these negative developments, other negative trends in the housing market and management’s belief that the residential mortgage business would be weak for an extended period, in the second half of 2007, we ceased originating home lending assets and initiated the orderly run-off of a substantial portion of the then $11.1 billion unpaid principal balance (UPB) of the portfolio. These actions, combined with the deterioration in market conditions related to this asset class, resulted in $1.5 billion in combined valuation allowance and loss provisioning in the second half of 2007.

We recorded a $218 million provision for credit losses, including reserve building of $150 million above the $68 million in reported charge-offs during the quarter ended March 31, 2008. Increased loss severity arising principally from continued deterioration in the residential real estate and lending markets during the quarter, coupled with portfolio seasoning, drove the provision charge. Although lower market interest rates generally reduced re-pricing default risk associated with adjustable rate mortgages (“ARMs”), increased loss severity was experienced in both second and first lien positions. Increased loss severity was evident in cases of full second-lien loan loss which has more frequently become the economic result, when first lien default occurs in the current cycle of declining home values. Gross charge-offs were $272 million of which approximately $204 million were offset by the remaining previously established loan level discounts, with the net balance reflected as charge-offs against the loan loss reserve. The reserve for credit losses totaled $400 million at March 31, 2008, up from $250 million at December 31, 2007.

In addition to the reserving action, we took an additional $23 million pretax valuation charge to adjust the remaining manufactured housing assets classified as available for sale to estimated fair value prior to transferring these assets into the HFI portfolio at March 31, 2008. This decision reflected the lack of financing available to potential buyers. The estimated fair value was determined utilizing discounted cash flow modeling utilizing a remaining lifetime loss assumption of approximately 20% and a discount rate of approximately 15%. We have ceased marketing efforts related to this portfolio and have the ability and intent to hold this portfolio for the foreseeable future.

The following table summarizes the activity for the quarter ended March 31, 2008 in various components of the home lending portfolio.

Home Lending Portfolio (dollars in millions)

	Held for Investment						Held for Sale				Repossessed Assets
	UPB		Discount		Loss Reserves		UPB		Val allow		UPB(1)		Val allow(1)
Balance at December 31, 2007	$9,228.6	(2)	$(453.0	)	$(250.0	)	$ 487.6		$(145.5	)	$344.8		$(138.2	)
Transfer to repossessed assets	(54.3	)	13.9				(2.6	)	2.6		67.9		(27.5	)
Charge-offs (UPB basis)	(250.9	)	203.8		67.8		–		–		(20.7	)	–
First quarter provision	–		–		(217.8	)	–		–		–		–
First quarter valuation charge	–		–		–		–		(23.0	)	–		–
Accretion of discount	–		5.7		–		–		–		–		–
Liquidations / other	(246.8	)	(9.5	)	–		(3.4	)	(4.0	)	(59.2	)	14.2
Transfer from HFS to HFI	481.6		(169.9	)	–		(481.6	)	169.9		–		–
Balance at March 31, 2008	$9,158.2		$(409.0	)	$(400.0	)	$       –		$       –		$332.8		$(151.5	)
(1)   Respective amounts at repossession date and transferred to other assets. (2)   Includes $58.1 million of marine and other loans included in the home lending segment.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 45

The following table summarizes components of the HFI portfolio, including loans pledged in on-balance sheet securitizations at March 31, 2008 and December 31, 2007.

Composition of Loans Held-for-Investment Based on Unpaid Principal Balance, net of Charge-offs (valuations) (dollars in millions)

	March 31,	December 31,
Pool	2008	2007
Securitization pools	$6,614	$7,074
Re-performing first lien	1,113	1,226
Manufactured housing(1)	478	–
Other securitization eligible loans	243	210
HELOCS, second liens, other	710	719
Total held for investment portfolio	$9,158	$9,229

⁽¹⁾      Transferred to HFI from HFS at the lower of cost or market in the first quarter of 2008.

The Company’s economic exposure to loss related to the home lending portfolio is reconciled to the financial statement carrying values at March 31, 2008 in the following table (dollars in millions):

	Loans
	First		Second						Repossessed		Total
Financial Statements	Liens		Liens		Other(1)		Total		Assets		Portfolio
Contractual UPB	$8,156		$1,111		$173		$9,440		$ 333		$9,773
Charge-offs (valuations)	(147	)	(134	)	(1	)	(282	)	(152	)	(434	)
UPB, net	8,009		977		172		9,158		181		9,339
Discount	(276	)	(71	)	(62	)	(409	)	–		(409	)
Receivable carrying value	7,733		906		110		8,749		181		8,930
Loan loss reserves	(279	)	(121	)	–		(400	)	–		(400	)
Net receivable carrying value	$7,454		$  785		$110		$8,349		$ 181		$8,530
Economic Risk							Third parties		CIT		Total
Securitization investments							$4,653		$ 1,961		$ 6,614
Other receivables and assets							–		3,159		3,159
Reserves and discounts							–		(1,243	)	(1,243	)
Total – pretax							$4,653		$ 3,877		$ 8,530

Note: Capital allocated to the home lending portfolio approximates $1.0 billion

(1) Other represents primarily vendor originated manufactured housing assets

With respect to the $6.6 billion of securitized home loans, CIT has the risk of first loss of $2.0 billion, representing the junior certificates that we hold and the remaining over-collateralization. The $3.9 billion in the table above represents the Company’s maximum pretax exposure to loss on the home lending portfolio.

The contractual UPB of $9.4 billion of receivables (excluding repossessed assets) has been reduced by charge-offs or impairment valuations of $282 million, remaining discount of $409 million and loss reserves of $400 million, all of which total of $1.091 billion or 11.6% of contractual UPB at March 31, 2008.

From June 30, 2007 through March 31, 2008 the Company has recognized earnings charges totaling $1.770 billion (15.6% of the June 30, 2007 UPB of $11.289 billion) with respect to the home lending portfolio comprised of lower of cost or market valuations of $1.296 billion and provisions for loan loss of $474 million.

Student Lending (Student Loan Xpress)

The Consumer Finance student lending portfolio, which was marketed as Student Loan Xpress, totaled $12.6 billion at March 31, 2008, representing 16% of owned and 15% of managed assets. Loan origination volumes totaled $1.2 billion for the quarter reflecting additional disbursements on existing government-guaranteed student loan commitments.

46 CIT GROUP INC

Finance receivables, including held for sale, by product type for our student lending portfolio are as follows:

Student Lending Receivables by Product Type (dollars in millions)

	March 31,		December 31,
	2008		2007
Consolidation loans	$  9,452.9		$  9,050.4
Other U.S. Government guaranteed loans	2,374.6		1,935.3
Private (non-guaranteed) loans and other	734.4		599.3
Total	$12,561.9		$11,585.0
Delinquencies (sixty days or more):
U.S. Government guaranteed loans	$     603.1		$     569.1
Private loans	$       25.7		$       12.6
Top state concentrations (%)	36	%	36	%
Top state concentrations	California, New York, Texas,		California, New York, Texas,
	Ohio, Pennsylvania		Ohio, Pennsylvania

In April 2008, we ceased origination of all student loans, including U.S. government guaranteed loans. This action followed our fourth quarter 2007 decision to cease the origination of private student loans. Prospective fundings will be limited to existing commitments. The funding of private loan commitments as of December 31, 2007 drove the increase in the private loan portfolio for the first quarter.

As discussed in Reserve for Credit Losses, we took significant reserving actions during the quarter ended March 31, 2008 relating to loans to students of a pilot training school that filed for bankruptcy during the quarter. The following table provides additional information with respect to our private loan portfolio at March 31, 2008.

					Grace,		Loans in
	Total		In School		Forbearance		repayment
Non-traditional institutions(1)	$480.2		$237.6		$158.4		$  84.2
Traditional institutions	160.7		140.9		4.4		15.4
Consolidation loans	93.5		–		10.8		82.7
	$734.4		$378.5		$173.6		$182.3
Percentages	100.0	%	51.6	%	23.6	%	24.8	%

⁽¹⁾      Includes loans totalling $195 million to students of a pilot training school that filed bankruptcy during the first quarter of 2008. The next largest exposure in the private loan portfolio to students attending a single institution is approximately $60 million.

Traditional institutions are typically established as a not-for-profit under Federal Tax guidelines, and offer bachelors, associate, masters and PhD’s. A proprietary school (non-traditional) is organized as a standard business and can be privately or publicly owned. Non-traditional institutions generally offer less than two year programs and a high percentage of non-degree granting programs. Private consolidation loans are loans to students who had multiple private loans that are then consolidated into a single loan with Student Loan Xpress.

During the third quarter of 2007, legislation was passed with respect to the student lending business. Among other things, the legislation reduces the maximum interest rates that can be charged by lenders in connection with a variety of loan products, increases loan origination fees paid to the government by lenders, and reduces the lender guarantee percentage. The legislation went into effect for all new FFELP student loans with the first disbursements on or after October 1, 2007.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 47

OTHER ASSETS / ACCRUED LIABILITIES AND PAYABLES

The following tables summarize our other assets and accrued liabilities and payables at March 31, 2008 and December 31, 2007.

	March 31,	December 31,
Other Assets	2008	2007
Receivables from derivative counterparties	$1,994.8	$1,462.4
Deposits on commercial aerospace equipment	740.6	821.7
Accrued interest and dividends	647.2	703.5
Equity and debt investments	427.7	376.2
Investments in and receivables – non-consolidated subsidiaries	215.1	233.8
Repossessed assets and off-lease equipment	201.4	226.6
Furniture and fixtures	189.5	190.8
Prepaid expenses	119.6	131.4
Miscellaneous receivables and other assets	1,298.5	1,392.7
	$5,834.4	$5,539.1
	March 31,	December 31,
Accrued liabilities and payables	2008	2007
Payables to derivative counterparties	$1,095.8	$ 1,031.2
Accrued interest payable	716.1	638.6
Accounts payable	680.1	587.7
Security and other deposits	516.8	735.6
Accrued expenses	437.5	555.7
Equipment maintenance reserves	437.1	431.8
Current and deferred taxes	379.2	715.3
Other liabilities	362.1	553.0
	$4,624.7	$5,248.9

RISK MANAGEMENT

Our business activities involve various elements of risk. We consider the principal types of risk to be market risk (including interest rate, foreign currency and liquidity risk) and credit risk (including credit, collateral and equipment risk). Managing risks is essential to conducting our businesses and to our profitability. Accordingly, our risk management systems and procedures are designed to identify and analyze key business risks, to set appropriate policies and limits, and to continually monitor these risks and limits by means of reliable administrative and information systems, along with other policies and programs. The Chief Risk Officer oversees credit and equipment risk management across the businesses while the Vice Chairman and Chief Financial Officer oversees market risk management.

Our Policies and Procedures relating to Credit Risk, Market Risk and Liquidity Risk Management are included in detail in our Form 10-K for the year ended December 31, 2007.

LIQUIDITY RISK MANAGEMENT

As discussed previously in Liquidity and Capital Enhancement Plan, we made significant progress in the first quarter of 2008 toward improving the Company’s liquidity and capital position. We agreed to sell $4.6 billion of asset-based loan commitments, of which $1.4 billion was currently drawn. We agreed to sell $770 million of aircraft at a gain of approximately 10%, of which $300 million closed in the first quarter. We are in the process of identifying another $2.0 billion of receivables that can be either used in secured financings or sold during the second quarter. CIT Bank funded approximately $335 million of first quarter commercial loan originations. We engaged financial advisors to evaluate strategic alternatives for the Company’s $4 billion rail leasing business and to explore various capital raising initiatives, which culminated in the issuance of $1.6 billion of common and preferred stock in April 2008. Additionally, the Board of Directors reduced the quarterly common dividend to $0.10 per share payable on May 30, 2008 to shareholders of record on May 15, 2008, down 60% from $0.25 per share in the first quarter of 2008. See Note 19 – Subsequent Events for additional information regarding the April 2008 issuance of common and preferred equity.

In our 2007 Form 10-K, we discussed our estimated funding requirements for the first half of 2008, which we believed at the time were realistic and achievable. Through the middle of March, we continued to execute secured financings, asset sales and placement of commercial paper. However, events during the quarter involving other financial institutions triggered further disruptions in the market that affected the feasibility of that plan. Recent downgrades in the Company’s short and long-term credit ratings had the practical effect of leaving us without current access to the “A-1/P-1” prime commercial paper market. We concluded that a prudent course of action was to utilize the backup liquidity bank facilities’ we had maintained for this very

48 CIT GROUP INC

purpose. Accordingly, we drew all of the $7.3 billion of our bank lines to maximize our present and forecasted liquidity position and to provide the Company with the greatest degree of flexibility in executing our liquidity and capital plan.

The following table includes information relating to these lines.

Bank Lines Drawn (dollars in millions)

			Total
	Original	# of	Facility
Maturity Date	Term	Banks	Amount
October 10, 2008	5 Year	27	$2,100
April 14, 2009	5 Year	33	2,100
April 13, 2010	5 Year	30	2,100
December 6, 2011	5 Year	37	1,000
			$7,300

Interest on each of these facilities is based on a credit ratings grid, with the interest rate computed as a spread in basis points over LIBOR, increasing if our credit ratings decrease. At our current ratings, the total weighted average interest rate approximates LIBOR plus 50 basis points. At the lowest credit rating, the weighted average rate is less than LIBOR plus 100 bps. The individual low and high rates depending on our credit ratings are LIBOR plus 29 bps and LIBOR plus 120 bps. The maturities of these facilities reflect the date upon which we must repay the outstanding balance, with no option to extend the term for repayment.

In addition to the bank lines, first quarter 2008 fundings were as follows:

•	$3.2 billion of asset-backed issuance at weighted average cost of approximately LIBOR+100 to 125 bps, including:
	•     $2.7 billion on-balance sheet – rail, middle market loans, student loans, trade receivables
	•     $0.5 billion off-balance sheet – vendor finance assets
•	$0.6 billion in unsecured term retail notes at weighted average coupon of approximately 6.75%

As a result, cash increased $3.5 billion during the first quarter, as shown in the following table (dollars in billions):

Balance at December 31, 2007			$  6.8
Sources of cash
Bank borrowings	7.3
Secured financings	3.2
Unsecured term debt issuance	0.6		11.1
Uses of cash
Net portfolio growth, including credit
balances of factoring clients	(3.2	)
Unsecured term debt maturities	(1.6	)
Commercial paper reduction	(1.5	)
Secured financing maturities	(1.0	)
Net deposit reduction	(0.3	)	(7.6	)
Balance at March 31, 2008(1)			$10.3
(1) Includes restricted cash balances of $1.3 billion

Given the draw on the bank lines and our credit ratings downgrades, we are no longer able to access the prime (A-1/P-1 rated) commercial paper markets and expect to pay down, before December 31, 2008, our outstanding commercial paper of approximately $1.3 billion at March 31, 2008.

We maintain registration statements covering debt securities that we may sell in the future. At March 31, 2008, 4 billion euros of registered but unissued debt securities were available under our euro medium-term notes program, under which we may issue debt securities and other capital market securities in multiple currencies. In addition, CIT maintains an effective shelf registration with the Securities and Exchange Commission (SEC) for the issuance of senior and subordinate debt, and other capital market securities that has no specific limit on the amount of debt securities that may be issued.

We have committed international local bank lines of $512.7 million to support our international operations. To further diversify our funding sources, we maintain committed asset-backed facilities and shelf registration statements, which cover a range of assets from equipment to consumer home lending receivables and trade accounts receivable. We have committed asset-backed facilities aggregating $13.2 billion (excluding $1.3 billion of facilities in paydown status) covering a variety of asset classes, with approximately $1.9 billion of availability under these facilities as of March 31, 2008. The tenor of these facilities is generally one year. Our ability to sell assets into the committed asset-backed facilities expires at various dates in 2008 through 2011, with $1.3 billion expiring in the second quarter of 2008, $6.2 billion expiring in the third quarter of 2008, $3.3 billion expiring in the fourth quarter of 2008, $1.9 billion expiring in 2009 and the remainder in 2011. Depending on origination volume expectations and financing in the term securitization markets, we intend to renew each of the outstanding facilities as they expire. If we are unable to renew one or more facilities, we will be unable to sell new assets into those facilities, but the assets already held by those facilities will generally remain outstanding and the obligations will be repaid out of cash flows from the assets.

Financing and leasing assets pledged or encumbered totaled $26.3 billion and unencumbered assets totaled $52.1 billion at March 31, 2008. Although the Company has substantial remaining capacity with respect to this funding source, there are limits to the amount of assets that can be encumbered in order to maintain our debt ratings at various levels.

During 2008, deposits at CIT Bank, a Utah industrial bank, decreased by approximately $388 million to $2.4 billion. We are continuing to execute on our liquidity risk management plan to broaden our funding sources and decrease our reliance on the capital markets. At March 31, 2008, the bank’s cash and short-term investments were approximately $1.4 billion, down from $2 billion at December 31, 2007, which is available solely for the bank’s funding and investing requirements pursuant to the bank’s charter. We will continue to redeploy this cash during 2008 by originating certain commercial assets through the bank. During the quarter CIT Bank originated approximately $335 million of commercial loans. Our goal is to increase our total funding base from deposits.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 49

Capital markets dislocations extended into the auction rate note market in 2008 with failed auctions spanning multiple issuers and asset classes. We have $1.175 billion of AAA rated and $150 million of AA rated auction rate securities outstanding linked to seasoned student loan securitizations that reset every 28 days. Failed note auctions typically result in the Company paying an average rate of LIBOR plus 1.5% on the AAA rated securities and LIBOR plus 2.5% on the AA rated securities.

Our credit ratings are an important factor in meeting our earnings and net finance revenue targets as better ratings generally correlate to lower cost of funds and broader market access. Below is a summary of our credit ratings at March 31, 2008. The changes for the quarter include ratings downgrades from Moody’s and Standard & Poors and negative reviews (from stable) for Fitch and DBRS.

Credit Ratings (as of March 31, 2008)

	Short-Term	Long-Term	Outlook
Moody’s	P-2	A3	On Review-Negative
Standard & Poor’s	A-2	A-	Negative
Fitch(1)	F1	A	On Review-Negative
DBRS	R-1L	A	On Review-Negative

⁽¹⁾      On May 8, 2008, Fitch downgraded our short-term credit rating to F2 from F1 and our long-term credit rating to A- from A. The ratings outlook remains negative.

The credit ratings stated above are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization. Each rating should be evaluated independently of any other rating.

Our unsecured notes are issued under indentures containing certain covenants and restrictions on CIT. Among the covenants, which also apply to our credit agreements, is a negative pledge provision that limits the granting or permitting of liens on the assets owned by the holding company. In addition, our credit agreements also contain a requirement that CIT maintain a minimum net worth of $4.0 billion. See Note 18 for consolidating financial statements of CIT Group Inc. (the holding company) and other subsidiaries.

The following tables summarize significant contractual payments and projected cash collections, and contractual commitments at March 31, 2008:

Payments and Collections by Year for the twelve month periods ended March 31⁽¹⁾ (dollars in millions)

	Total	2009	2010		2011		2012		2013+
Commercial Paper	$  1,338.4	$  1,338.4	$           –		$          –		$          –		$           –
Bank Lines	7,300.0	2,100.0	2,100.0		2,100.0		1,000.0		–
Deposits	2,406.5	1,256.4	737.0		169.0		112.8		131.3
Variable-rate senior unsecured notes	18,584.5	8,773.7	4,355.7		981.0		2,772.0		1,702.1
Fixed-rate senior unsecured notes	30,668.5	3,376.7	2,773.5		3,047.8		3,654.9		17,815.6
Variable-rate non-recourse, secured borrowings(6)	19,090.3	2,959.8	1,532.1		1,913.7		1,522.0		11,162.7
Junior subordinated notes and convertible debt	1,440.0	–	–		690.0		–		750.0
Credit balances of factoring clients	3,572.9	3,572.9	–		–		–		–
Lease rental expense	384.9	43.8	37.6		33.1		31.5		238.9
Total contractual payments	84,786.0	23,421.7	11,535.9		8,934.6		9,093.2		31,800.6
Finance receivables(2)(6)	63,538.9	13,521.7	5,848.4		5,298.1		4,858.4		34,012.3
Operating lease rental income(3)	7,648.1	1,740.9	1,475.8		1,109.6		795.2		2,526.6
Finance receivables held for sale(4)	2,615.7	2,615.7	–		–		–		–
Cash – current balance(5)	10,340.3	10,340.3	–		-–		–		–
Retained interest in securitizations and other investments	1,153.1	384.6	365.5		172.9		68.1		162.0
Total projected cash collections	85,296.1	28,603.2	7,689.7		6,580.6		5,721.7		36,700.9
Net projected cash collections (payments)	$     510.1	$  5,181.5	$(3,846.2	)	$(2,354.0	)	$(3,371.5	)	$  4,900.3

(1)	Projected proceeds from the sale of operating lease equipment, interest revenue from finance receivables, debt interest expense and other items are excluded. Obligations relating to postretirement programs are also excluded.
(2)	Based upon carrying value, including unearned discount; amount could differ due to prepayments, extensions of credit, charge-offs and other factors.
(3)	Rental income balances include payments from lessees on sale-leaseback equipment. See related CIT payment in schedule below.
(4)	Based upon management’s intent to sell, rather than contractual maturities of underlying assets.
(5)	Includes approximately $2 billion of cash held at our Utah bank that can be used solely by the bank to originate loans or repay deposits.
(6)	Non-recourse secured borrowings are generally repaid in conjunction with the pledged receivable maturities. For student lending receivables, due to certain reporting limitations, the repayment of both the receivable and borrowing includes a prepayment component.

50 CIT GROUP INC

Commitment Expiration for twelve month periods ended March 31 (dollars in millions)

	Total	2009	2010	2011	2012	2013+
Credit extensions	$10,879.1	$3,427.0	$   865.8	$   892.2	$1,318.6	$4,375.5
Aircraft purchases	8,054.0	1,389.0	768.0	1,158.0	1,175.0	3,564.0
Letters of credit	1,054.3	894.2	45.2	11.1	31.9	71.9
Sale-leaseback payments	1,824.6	142.8	146.8	151.4	146.7	1,236.9
Manufacturer purchase commitments	640.3	584.5	55.8	–	–	–
Guarantees, acceptances and other recourse obligations	120.1	112.3	–	0.7	1.0	6.1
Liabilities for unrecognized tax obligations(1)	220.9	30.0	190.9	–	–	–
Total contractual commitments	$22,793.3	$6,579.8	$2,072.5	$2,213.4	$2,673.2	$9,254.4

⁽¹⁾      The balance can not be estimated past 2009, therefore the remaining balance is reflected in 2010. See Income Taxes section for discussion of unrecognized tax obligations.

Commitments to extend credit declined from $13.1 billion at year end to $10.9 billion at March 31, 2008, as $2.2 billion was either utilized or expired during the first quarter. Included in the March balance are approximately $2.0 billion in vendor program lines that require CIT approval following an asset purchase by the customer, and approximately $2.0 billion in credit lines that are currently unavailable due to requirements for asset / collateral availability or covenant conditions. Additionally, we have agreed to sell (in the second quarter of 2008) $3.2 billion of undrawn asset-based loan commitments outstanding at March 31. Commitments in the table above do not include certain unused, cancelable lines of credit to customers in connection with third-party vendor programs, which can be reduced or cancelled by the Company at any time without notice.

INTEREST RATE RISK MANAGEMENT

We monitor our interest rate sensitivity on a regular basis by analyzing the impact of interest rate changes upon the financial performance of the business. We also consider factors such as the strength of the economy, customer prepayment behavior and re-pricing characteristics of our assets and liabilities.

We evaluate and monitor risk through two primary metrics. See Form 10-K for the year ended December 31, 2007 for further description of these metrics.

•      Margin at Risk (MAR), which measures the impact of changing interest rates upon interest income over the subsequent twelve months.

•      Value at Risk (VAR), which measures the net economic value of assets by assessing the market value of assets, liabilities and derivatives.

We regularly monitor and simulate our degree of interest rate sensitivity by measuring the characteristics of interest-sensitive assets, liabilities, and derivatives. The Capital Committee reviews the results of this modeling periodically.

An immediate hypothetical 100 basis point increase in the yield curve on April 1, 2008 would reduce our net income by an estimated $17 million after-tax over the next twelve months. A corresponding decrease in the yield curve would cause an increase in our net income of a like amount. A 100 basis point increase in the yield curve on April 1, 2007 would have reduced our net income by an estimated $17 million after tax, while a corresponding decrease in the yield curve would have increased our net income by a like amount.

An immediate hypothetical 100 basis point increase in the yield curve on April 1, 2008 would increase our economic value by $214 million before income taxes. A 100 basis point increase in the yield curve on April 1, 2007 would have increased our economic value by $140 million before income taxes.

Although we believe that these measurements provide an estimate of our interest rate sensitivity, they do not account for potential changes in the credit quality, size, composition, and prepayment characteristics of our balance sheet, nor do they account for other business developments that could affect our net income or for management actions that could be taken. Accordingly, we can give no assurance that actual results would not differ materially from the estimated outcomes of our simulations. Further, such simulations do not represent our current view of future market interest rate movements.

A comparative analysis of the weighted average principal outstanding and interest rates on our debt before and after the effect of interest rate swaps is shown on the following table.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 51

Principal and Interest Rates Before and After Interest Rate Swaps (dollars in millions)

	Before Swaps			After Swaps
For the quarter ended March 31, 2008
Commercial paper, variable-rate bank credit facilities, variable-rate
senior notes and secured borrowings	$40,835.4	4.47	%	$43,160.4	4.88	%
Fixed-rate senior and subordinated notes and deposits	33,793.9	5.39	%	31,468.9	5.46	%
Composite	$74,629.3	5.11	%	$74,629.3	5.13	%
For the quarter ended March 31, 2007
Commercial paper, variable-rate bank credit facilities, variable-rate
senior notes and secured borrowings	$29,884.4	5.32	%	$32,891.8	5.45	%
Fixed-rate senior and subordinated notes and deposits	32,833.7	5.37	%	29,826.3	5.39	%
Composite	$62,718.1	5.34	%	$62,718.1	5.42	%

The weighted average interest rates before swaps do not necessarily reflect the interest expense that we would have incurred over the life of the borrowings had we managed the interest rate risk without the use of such swaps.

The following table summarizes the composition of our interest rate sensitive assets and liabilities before and after swaps:

Interest Rate Sensitive Assets and Liabilities Before and After Swaps

	Before Swaps				After Swaps
	Fixed rate		Floating rate		Fixed rate		Floating rate
March 31, 2008
Assets	48	%	52	%	48	%	52	%
Liabilities	49	%	51	%	44	%	56	%
December 31, 2007
Assets	50	%	50	%	50	%	50	%
Liabilities	50	%	50	%	48	%	52	%

Total interest sensitive assets were $74.8 billion and $72.6 billion at March 31, 2008 and December 31, 2007. Total interest sensitive liabilities were $67.8 billion and $65.3 billion at March 31, 2008 and December 31, 2007.

SECURED BORROWINGS AND ON-BALANCE SHEET SECURITIZATION TRANSACTIONS

As discussed in Liquidity Risk Management, capital markets dislocations that affected us in the second half of 2007 and into 2008 caused us to utilize the asset-backed markets primarily to satisfy our funding requirements. In addition to the off-balance sheet securitization transactions, we raised proceeds during the quarter from on-balance sheet financings including (dollars in millions):

Consumer / Student Loans	$   453.9
Rail	850.0
Home Lending	429.0
Trade Finance / Factoring Receivables	169.4
Vendor Finance / Acquisition Financing	118.5
Total Return Swaps	644.7
Total	$2,665.5

This is in addition to approximately $13.5 billion raised during 2007. These transactions do not meet the accounting (SFAS 140) requirements for sales treatment and are therefore recorded as non-recourse secured borrowings, with the proceeds reflected in Variable rate non-recourse, secured borrowings in the Consolidated Balance Sheet. Certain cash balances are restricted in conjunction with the student lending borrowings.

The following table summarizes the assets pledged / encumbered and the related secured borrowings. Amounts do not include non-recourse borrowings related to leveraged lease transactions.

52 CIT GROUP INC

Pledged Asset Summary (dollars in millions)

	March 31, 2008		December 31, 2007
	Assets	Secured	Assets	Secured
	Pledged	Borrowing	Pledged	Borrowing
Consumer (student lending)	$  9,732.3	$  9,812.9	$  9,079.4	$  9,437.5
Home lending	6,614.0	4,652.7	7,074.3	4,785.9
Trade Finance (factoring receivable)(1)	5,975.3	1,294.0	5,897.5	1,262.5
Vendor Finance (acquisition financing)	1,354.0	1,246.8	1,491.3	1,312.3
Transportation Finance	1,263.0	850.0	–	–
Corporate Finance(2)	1,076.4	971.8	370.0	370.0
Corporate Finance (energy project finance)	262.1	262.1	262.1	262.1
Total	$26,277.1	$19,090.3	$24,174.6	$17,430.3

(1)	Excludes credit balances of factoring clients.
(2)	Includes financing executed via total return swaps, under which CIT retains control of, and the full risk related to, these loans.

OFF-BALANCE SHEET ARRANGEMENTS

Securitization Program

We fund asset originations on our balance sheet by accessing various sectors of the capital markets, including the term debt and commercial paper markets. In an effort to broaden funding sources and provide an additional source of liquidity, we use an array of securitization programs, including both asset-backed commercial paper and term structures, to access both the public and private asset-backed securitization markets. Current products in these programs include receivables and leases secured by equipment and small business lending receivables, as well as consumer loans secured by residential real estate, manufactured housing and other assets. The following tables summarize data relating to our securitization programs. See Form 10-K for the year ended December 31, 2007 for a description of our securitization programs.

Securitized Assets (dollars in millions)

	March 31,		December 31,
	2008		2007
Securitized Assets:
Vendor Finance	$3,954.0		$4,104.0
Corporate Finance	1,347.7		1,526.7
Home Lending	652.3		680.5
Total securitized assets	$5,954.0		$6,311.2
Securitized assets as a % of
managed assets	7.0	%	7.6	%

⁽¹⁾ Includes manufactured housing and other assets of approximately $146 million and $157 million at March 31, 2008 and December 31, 2007.

Volume Securitized Quarters Ended March 31 (dollars in millions)

	2008	2007
Vendor Finance	$586.7	$1,022.8
Corporate Finance	–	79.3
Total volume securitized	$586.7	$1,102.1

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 53

Our retained interests had a carrying value at March 31, 2008, of $1.1 billion. Retained interests are subject to credit and prepayment risk. As of March 31, 2008, approximately 74% of our outstanding securitization pool balances are in conduit structures. Securitized assets are subject to the same credit granting and monitoring processes as our owned portfolio.

The key assumptions used in measuring the retained interests at the date of securitization for transactions completed during 2008 were as follows:

	Vendor Finance
	Consumer		Commercial		Small	Home Lending	Recreational
	Equipment		Equipment		Business	and Manufactured	Vehicles
	Leases		Leases		Lending	Housing	and Boats
Weighted average prepayment speed	45.41	%	9.70	%	No activity	No activity	No activity
Weighted average expected credit losses	0.00	%	0.87	%	No activity	No activity	No activity
Weighted average discount rate	5.87	%	9.00	%	No activity	No activity	No activity
Weighted average life (in years)	1.3		2.1		No activity	No activity	No activity

The key assumptions used in measuring the fair value of retained interests in securitized assets at March 31, 2008, were as follows:

	Vendor Finance
	Consumer		Commercial		Small		Home Lending		Recreational
	Equipment		Equipment		Business		and Manufactured		Vehicles
	Leases		Leases		Lending		Housing		and Boats
Weighted-average life (in years)	1.4		1.3		3.6		4.0		2.4
Weighted average prepayment speed	44.10	%	8.80	%	17.14	%	19.84	%	21.50	%
Weighted average expected credit losses(1)	0.00	%	1.07	%	2.64	%	1.33	%	2.81	%
Weighted average discount rate	7.37	%	9.07	%	14.00	%	13.00	%	15.00	%
Retained subordinated securities	$266.8		$236.6		$  46.2		$  21.9		$      –
Interest only securities	284.0		43.8		4.6		1.3		–
Cash reserve accounts	134.8		88.4		11.9		–		6.1
Carrying value	$685.6		$368.8		$  62.7		$  23.2		$   6.1

⁽¹⁾      The weighted average expected credit losses is zero based on a contractual recourse agreement with a third party asset originator.

Joint Venture Activities

We utilize joint ventures organized through distinct legal entities to conduct financing activities with certain strategic vendor partners. Receivables are originated by the joint venture and purchased by CIT. The vendor partner and CIT jointly own these distinct legal entities, and there is no third-party debt involved. These arrangements are accounted for using the equity method, with profits and losses distributed according to the joint venture agreement. See disclosure in Note 13 – Certain Relationships and Related Transactions.

54 CIT GROUP INC

CAPITALIZATION

Capital Structure (dollars in millions)

	March 31,		December 31,
	2008		2007
Common stockholders’ equity	$  6,143.6		$  6,460.6
Preferred stock	500.0		500.0
Junior subordinated notes	750.0		750.0
Convertible debt (“Equity Units”)	690.0		690.0
Total capital	8,083.6		8,400.6
Senior unsecured debt	50,591.4		52,188.1
Variable rate bank lines of credit(1)	7,300.0		–
Variable-rate non-recourse, secured borrowings(2)	19,090.3		17,430.3
Deposits	2,406.5		2,745.8
Total capitalization	$87,471.8		$80,764.8
Goodwill and other intangible assets	$ (1,159.5	)	$ (1,152.5	)
Equity adjustments	$     118.2		$       88.8
Total tangible common equity	$  5,102.3		$  5,396.9
Total tangible capital	$  7,042.3		$  7,336.9
Total tangible capitalization	$86,430.5		$79,701.1
Book value per common share	$     32.68		$     34.48
Tangible book value per common share	$     26.63		$     28.42
Tangible capital to managed assets	8.33	%	8.82	%

(1)	See Liquidity section of Risk Management for detail on the drawn bank facilities.
(2)	See “On-balance Sheet Securitization Transactions” section for detail.

We employ a comprehensive capital allocation framework to determine our capital requirements. Our capital assessments address credit, operational and market risks, with capital assigned to cover each of these risks. Credit risk comprises the largest component of required capital and is assessed utilizing our credit risk management systems, which capture probabilities of default and loss given default for each obligor within our sub-portfolios. The result is a capital allocation for each sub-portfolio ranging from student lending at the low end to aerospace leasing at the high end.

Based upon our capital allocation framework and associated portfolio mix, including a greater proportion of U.S. Government guaranteed student loans, we determined a capital ratio target, defined as Tangible Capital to Managed Assets, of approximately 8.5%.

The Tangible Capital to Managed Assets ratio dropped to 8.33% from 8.82% at December 31, 2007 due to the loss for the quarter, coupled with $1.3 billion in managed asset growth.

Capital and Funding

CIT has certain preferred stock and junior subordinated notes outstanding. The terms of these securities restrict us from declaring dividends or paying interest on the securities, as applicable, if, among other things, our rolling four quarters fixed charge ratio is less than 1.10, or if our tangible capital to managed asset ratio is less than 5.50%. Our fixed charge ratio for the twelve months ended March 31, 2008 was approximately 0.95. In addition, if we do not pay dividends or interest on such securities, we are also prohibited from paying dividends on our common stock. Our preferred stock and junior subordinated notes provided, however, that we may pay dividends and interest on those securities with any net proceeds that we have received from the sale of common stock during specified time periods prior to the declaration of the dividend or the payment of interest.

On April 21, 2008, the Company sold $1.0 billion or 91,000,000 shares, of common stock and $500 million or 10,000,000 shares of Non-Cumulative Perpetual Convertible Preferred Stock, Series C, with a liquidation preference of $50 per share, subject to the underwriters’ right to purchase an additional 13,650,000 shares of the common stock and 1,500,000 shares of the convertible preferred stock pursuant to overallotment options. On April 23, 2008, the underwriters exercised their entire overallotment option for the preferred stock. On May 6, 2008, 2,558,120 shares of common stock were issued pursuant to the underwriters’ overallotment option.

The common stock offering was priced at $11.00 per share. The net proceeds from the common stock offering, including the portion of the overallotment option exercised, were approximately $978 million, after deducting underwriting

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 55

commissions and expenses. The Company intends to use the net proceeds from the sale of the common stock for general corporate purposes, including the payment of dividends on its outstanding Series A and B preferred stock for the second quarter of 2008 in an amount of approximately $8 million and the payment of interest on its outstanding junior subordinated notes in the third quarter of 2008 in an amount of approximately $23 million.

The net proceeds from the convertible preferred stock offering, including the overallotment option, were approximately $558 million, after deducting underwriting commissions and expenses. The Company intends to use the net proceeds from the sale of the convertible preferred stock for general corporate purposes. The convertible preferred stock will pay, only when, as and if declared by CIT’s board of directors or a duly authorized committee of the board, cash dividends on each March 15, June 15, September 15 and December 15, beginning on June 15, 2008, at a rate per annum equal to 8.75%, payable quarterly in arrears on a non-cumulative basis. Each share of convertible preferred stock will be convertible at any time, at the holder’s option, into 3.9526 shares of CIT common stock, plus cash in lieu of fractional shares, (equivalent to an initial conversion price of approximately $12.65 per share of CIT’s common stock). The conversion rate will be subject to customary anti-dilution adjustments and will also be adjusted upon the occurrence of certain other events. In addition, on or after June 20, 2015, CIT may cause some or all of the convertible preferred stock to convert provided that CIT’s common stock has a closing price exceeding 150% of the then applicable conversion price for 20 trading days (whether or not consecutive) during any period of 30 consecutive trading days.

On January 23, 2008, CIT Group Inc. entered into a Sales Agency Agreement with Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc., pursuant to which CIT agreed to sell shares of its common stock for an aggregate purchase price of up to $31.5 million. As a result, the Company sold 1,281,519 shares on January 30, 2008 and satisfied the conditions necessary to permit the declaration and payment of preferred stock dividends during the first quarter of 2008.

See “Liquidity Risk Management” for discussion of risks impacting our liquidity and capitalization. See Exhibit 12.1 for the Computation of Ratio of Earnings to Fixed Charges.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to use judgment in making estimates and assumptions that affect reported amounts of assets and liabilities, the reported amounts of income and expense during the reporting period and the disclosure of contingent assets and liabilities at the date of the financial statements. We consider accounting estimates relating to the following to be critical in applying our accounting policies:

•      Reserve for Credit Losses

•      Impaired Loans

•      Fair Value Determinations, including assets held for sale

•      Retained Interests in Securitizations

•      Lease Residual Values

•      Goodwill and Intangible Assets

•      FIN 48 Liabilities and Tax Reserves

There have been no significant changes to the methodologies and processes used in developing estimates relating to these items from what was described in our 2007 Annual Report on Form 10-K.

56 CIT GROUP INC

STATISTICAL DATA

Statistical Data Quarters Ended March 31 (dollars in millions)

	2008		2007
Finance revenue	9.10	%	9.52	%
Interest expense	5.16	%	5.14	%
Depreciation on operating lease equipment	1.59	%	1.55	%
Net finance revenue	2.35	%	2.83	%
Provision for credit losses	2.52	%	0.42	%
Net finance revenue, after credit provision	-0.17	%	2.41	%
Valuation allowance for receivables held for sale	0.76	%	–
Net finance revenue, after credit provision and valuation allowance	-0.93	%	2.41	%
Other income	0.94	%	1.93	%
Total net revenue after valuation allowance	0.01	%	4.34	%
Salaries and general operating expenses	1.72	%	2.10	%
Provision for severance and real estate exiting activities	0.37	%	–
Loss on debt and debt-related derivative extinguishments	0.80	%	0.82	%
(Loss) income before provision for income taxes	-2.88	%	1.42	%
Benefit (provision) for income taxes	1.59	%	-0.20	%
Minority interest, after tax	-0.06	%	–
Net (loss) income before preferred stock dividends	-1.35	%	1.22	%
Preferred stock dividends	-0.04	%	-0.04	%
Net (loss) income (attributable) available to common stockholders	-1.39	%	1.18	%
Average Earning Assets	$73,869.5		$67,920.9

INTERNAL CONTROLS

The Internal Controls Committee is responsible for monitoring and improving internal controls and overseeing the internal controls attestation mandated by Section 404 of the Sarbanes-Oxley Act of 2002 (“SARBOX”). The committee, which is chaired by the Controller, includes the Vice Chairman and Chief Financial Officer, the Director of Internal Audit and other senior executives in finance, credit audit and information technology.

NON-GAAP FINANCIAL MEASUREMENTS

The SEC adopted regulations that apply to any public disclosure or release of material information that includes a non-GAAP financial measure. The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosure about Market Risk contain certain non-GAAP financial measures. The SEC defines a non-GAAP financial measure as a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the financial statements or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

Item 2: Management’s Discussion and Analysis and Item 3: Quantitative and Qualitative Disclosures about Market Risk 57

Non-GAAP financial measures disclosed in this report are meant to provide additional information and insight regarding the historical operating results and financial position of the business and in certain cases to provide financial information that is presented to 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. See footnotes below the tables that follow for additional explanation of non-GAAP measurements.

Non-GAAP Reconciliations (dollars in millions)

	March 31,		December 31,
	2008		2007
Managed assets(1)
Finance receivables	$63,538.9		$62,536.5
Operating lease equipment, net	12,203.7		12,610.5
Financing and leasing assets held for sale	2,615.7		1,606.0
Equity and venture capital investments (included in other assets)	233.6		165.8
Total financing and leasing portfolio assets	78,591.9		76,918.8
Securitized assets	5,954.0		6,311.2
Managed assets	$84,545.9		$83,230.0
Earning assets(2)
Total financing and leasing portfolio assets	$78,591.9		$76,918.8
Credit balances of factoring clients	(3,572.9	)	(4,542.2	)
Earning assets	$75,019.0		$72,376.6
Total tangible capital(3)
Total common stockholders’ equity	$  6,143.6		$  6,460.6
Other comprehensive loss (income) relating to derivative financial instruments	122.0		96.6
Unrealized gain on securitization investments	(3.8	)	(7.8	)
Goodwill and intangible assets	(1,159.5	)	(1,152.5	)
Tangible common stockholders’ equity	5,102.3		5,396.9
Preferred stock	500.0		500.0
Junior subordinated notes and convertible debt	1,440.0		1,440.0
Total tangible stockholders’ equity	$  7,042.3		$  7,336.9
	Quarters Ended March 31,
Total net revenues(4)	2008		2007
Net Finance Revenue after Depreciation	$     433.3		$    479.9
Other Income	174.0		328.6
Total net revenues	$     607.3		$    808.5

(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)	Total tangible stockholders’ equity is utilized in leverage ratios, and is consistent with certain rating agency measurements. Other comprehensive losses/income relating to derivative financial instruments 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 that will be realized.
(4)	Total net revenues are the combination of net finance revenues and other income.

58 CIT GROUP INC

FORWARD-LOOKING STATEMENTS

Certain statements contained in this document are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “could,” “expect,” “estimate,” ”forecast,” “intend,” “plan,” “potential,” “project,” “target” and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statements contained herein, in press releases, written statements or other documents filed with the Securities and Exchange Commission or in communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls, concerning our operations, economic performance and financial condition are subject to known and unknown risks, uncertainties and contingencies. Forward-looking statements are included, for example, in the discussions about:

•      our liquidity risk and capital management, including our credit ratings, our liquidity plan, and the potential transactions designed to enhance our liquidity,

•      our plans to enhance liquidity and capital,

•      our credit risk management,

•      our asset/liability risk management,

•      our funding, borrowing costs and net finance revenue,

•      our capital, leverage and credit ratings,

•      our operational risks, including success of build-out initiatives, acquisitions and divestitures,

•      legal risks,

•      our growth rates,

•      our commitments to extend credit or purchase equipment, and

•      how we may be affected by legal proceedings.

All forward-looking statements involve risks and uncertainties, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Also, forward-looking statements are based upon management’s estimates of fair values and of future costs, using currently available information. Therefore, actual results may differ materially from those expressed or implied in those statements. Factors, in addition to those disclosed in “Risk Factors”, that could cause such differences include, but are not limited to:

•      market liquidity,

•      risks of economic slowdown, downturn or recession,

•      industry cycles and trends,

•      demographic trends,

•      risks inherent in changes in market interest rates and quality spreads,

•      funding opportunities and borrowing costs,

•      changes in funding markets, including commercial paper, term debt and the asset-backed securitization markets,

•      uncertainties associated with risk management, including credit, prepayment, asset/liability, interest rate and currency risks,

•      adequacy of reserves for credit losses,

•      risks associated with the value and recoverability of leased equipment and lease residual values,

•      application of fair value accounting in volatile markets,

•      changes in laws or regulations governing our business and operations,

•      changes in competitive factors, and

•      future acquisitions and dispositions of businesses or asset portfolios.

Any or all of our forward-looking statements here or in other publications may turn out to be wrong, and there are no guarantees about our performance. We do not assume the obligation to update any forward-looking statement for any reason.

ITEM 4. Controls and Procedures

There have been no changes to the Company’s internal control over financial reporting that occurred during the Company’s first quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the disclosure controls and procedures and have concluded that such procedures are effective as of March 31, 2008.

59

Part II—Other Information

ITEM 1. Legal Proceedings

Student Loan Investigations

Student Loan Xpress, Inc. (“SLX”), a subsidiary of CIT, was engaged in the student lending business. In connection with investigations into (i) the relationships between student lenders and the colleges and universities that recommend such lenders to their students, and (ii) the business practices of student lenders, CIT and/or SLX have received requests for information from several state Attorneys General and several federal governmental agencies. In May, 2007, CIT entered into an Assurance of Discontinuance (the “AOD”) with the New York Attorney General (the “NYAG”), pursuant to which CIT contributed $3.0 million into a fund established to educate students and their parents concerning student loans and agreed to cooperate with the NYAG’s investigation, in exchange for which, the NYAG agreed to discontinue its investigation concerning certain alleged conduct by SLX. CIT is fully cooperating with the remaining investigations.

Vendor Finance Billing and Invoicing Investigation

In the second quarter of 2007, the office of the United States Attorney for the Central District of California requested that CIT produce the billing and invoicing histories for a portfolio of customer accounts that CIT purchased from a third-party vendor. The request was made in connection with an ongoing investigation being conducted by federal authorities into billing practices involving that portfolio. State authorities in California have been conducting a parallel investigation. It appears the investigations are being conducted under the Federal False Claims Act and its California equivalent. CIT is cooperating with these investigations. Based on the facts known to date, CIT cannot determine the outcome of these investigations at this time.

Other Litigation

In addition, there are various legal proceedings and government investigations against or including CIT, which have arisen in the ordinary course of business. While the outcomes of the ordinary course legal proceedings and the related activities are not certain, based on present assessments, management does not believe that they will have a material adverse effect on CIT.

ITEM 1A. Risk Factors

Risk Factors

You should carefully consider the following discussion of risks. Our business activities involve various elements of risk. The risks described below are not the only ones facing us. Additional risks that are presently unknown to us or that we currently deem immaterial may also impact our business. We consider the following issues to be the most critical risks to the success of our business:

OUR LIQUIDITY OR ABILITY TO RAISE DEBT OR EQUITY CAPITAL MAY BE LIMITED.

Our business model depends upon access to the debt capital markets to provide sources of liquidity and efficient funding for asset growth. These markets have exhibited heightened volatility and dramatically reduced liquidity. Liquidity in the debt capital markets has become significantly more constrained and interest rates available to us have increased significantly relative to benchmark rates, such as U.S. treasury securities and LIBOR. Recent downgrades in our short and long-term credit ratings have worsened these general conditions and had the practical effect of leaving us without current access to the commercial paper market, a historical source of liquidity for us, and necessitated our recent action to draw down on our bank credit facilities. As a result of these developments, we are not currently accessing the commercial paper and unsecured term debt markets and have shifted our funding sources primarily to asset-backed securities and other secured credit facilities, including both on-balance sheet and off-balance sheet securitizations. For some segments of our business, secured funding is significantly less efficient than unsecured debt facilities. Further, while the Company has remaining capacity with respect to this funding source, there are limits to the amount of assets that can be encumbered in order to maintain our debt ratings at various levels. Additional adverse developments in the economy, long-term disruption in the capital markets, deterioration in our business performance or further downgrades in our credit ratings could further limit our access to these markets and increase our cost of capital. If any one of these developments occurs, or if we are unable to regain access to the commercial paper or unsecured term debt markets, it would adversely affect our business, operating results and financial condition.

Our ability to satisfy our cash needs may also be constrained by regulatory or contractual restrictions on the manner in which we may use portions of our cash on hand. For example, our total cash position at March 31, 2008 includes cash and short-term investments at our Utah bank and restricted cash largely related to securitization transactions. The cash and investments at our Utah bank, of approximately $1.4 billion at March 31, 2008, are available solely for the bank’s funding and investment requirements. The restricted cash related to securitization transactions is available solely for payments to certificate holders. The cash and investments of the bank and the restricted cash related to securitization transactions cannot be transferred to or used for the benefit of any other affiliate of ours.

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In addition, as part of our business we extend lines of credit, some of which can be drawn by the borrowers at any time. If the borrowers on these lines of credit increase their rate of borrowing either as a result of their business needs or due to a perception that we may be unable to fund these lines of credit in the future, this could degrade our liquidity position substantially which could have a material adverse effect on our business.

MEASURES DESIGNED TO ENHANCE OUR LIQUIDITY MAY BE UNSUCCESSFUL.

We recently announced a number of measures designed to enhance our liquidity position, including substantial asset sales, such as agreeing to sell $4.6 billion of asset-based loan commitments, of which $1.4 billion represents funded loans, agreeing to sell $770 million of aircraft, of which $300 million closed in the first quarter of 2008, and evaluating strategic alternatives for our $4 billion rail leasing business. These measures are subject to a number of uncertainties, and there can be no assurance that any or all of them will be undertaken and if undertaken, completed. Further, if any or all of these measures are undertaken, they may not achieve their anticipated benefits. The failure to successfully implement our liquidity enhancement measures could have a material adverse effect on our business. We may also raise additional equity capital through the sale of common stock, preferred stock, or securities that are convertible into common stock. There are no restrictions on entering into the sale of any such equity securities in either public or private transactions, except that any private transaction involving more than 20% of the shares outstanding will require shareholder approval. The terms of any such equity transactions may subject existing security holders to potential subordination or dilution and may involve a change in governance.

WE MAY BE ADVERSELY AFFECTED BY FURTHER DETERIORATION IN ECONOMIC CONDITIONS THAT IS GENERAL OR SPECIFIC TO INDUSTRIES, PRODUCTS OR GEOGRAPHIES.

A recession, prolonged economic weakness, or further downturn in the U.S. or global economies or affecting specific industries, geographic locations and/or products, such as the U.S. residential housing market, could make it difficult for us to originate new business, given the resultant reduced demand for consumer or commercial credit. In addition, a downturn in certain industries may result in a reduced demand for the products that we finance in that industry or negatively impact collection and asset recovery efforts.

Credit quality also may be impacted during an economic slowdown or recession as borrowers may fail to meet their debt payment obligations. Adverse economic conditions may also result in declines in collateral values. Accordingly, higher credit and collateral related losses could impact our financial position or operating results.

For example, decreased demand for the products of various manufacturing customers due to a general economic slowdown may adversely affect their ability to repay their loans and leases with us. Similarly, a decrease in the level of airline passenger traffic due to general economic slowdown or a decline in shipping volumes due to a slowdown in particular industries may adversely affect our aerospace or rail businesses.

WE MAY BE ADVERSELY AFFECTED BY CONTINUED DETERIORATION IN MARKET CONDITIONS AND CREDIT QUALITY IN THE HOME LENDING AND RELATED INDUSTRIES.

The U.S. residential market and home lending industry began showing signs of stress in early 2007, with credit conditions deteriorating rapidly in the second quarter of 2007 and continuing into the second half of 2007 and the first quarter of 2008, including increased rates of defaults and foreclosures, stagnating or declining home prices, and declining sales in both the new construction and the resale markets.

These market conditions were reflected in the deterioration of credit metrics of our home lending portfolio and the sharply decreased market liquidity for such portfolios and resulted in higher charge-offs, higher loss reserve provisioning, and significant valuation allowances through the first quarter of 2008. It is likely that further loss reserve provisioning will be required. These changes in the home lending and home construction industries have also resulted in reduced demand for certain types of railcars that are used to transport building materials, produced higher volatility and reduced demand from investors in the high yield loan markets, generated concerns about credit quality in general, and hampered activity in the syndication market, among other effects.

We will continue to be adversely affected by conditions in the U.S. residential home lending industry if they continue to deteriorate further. It is also likely that we will be adversely affected if the conditions in the home lending industry negatively impact our other consumer businesses or other parts of our credit portfolio or the U.S. or world economies. Finally, we may be adversely affected if the conditions in the home lending industry result in new or increased regulation of financing and leasing companies in general or with respect to specific products or markets.

UNCERTAINTIES RELATED TO OUR BUSINESS MAY RESULT IN THE LOSS OF KEY CUSTOMERS.

Our business depends on our ability to provide a wide range of quality products to our customers and our ability to attract new customers. If our customers are uncertain as to our ability to continue to provide the same breadth and quality of products, we may be unable to attract new customers and we may experience a loss of customers.

Item 1A: Risk Factors 61

OUR RESERVES FOR CREDIT LOSSES MAY PROVE INADEQUATE OR WE MAY BE NEGATIVELY AFFECTED BY CREDIT RISK EXPOSURES.

Our business depends on the creditworthiness of our customers. We maintain a consolidated reserve for credit losses on finance receivables that reflects management’s judgment of losses inherent in the portfolio. We periodically review our consolidated reserve for adequacy considering economic conditions and trends, collateral values and credit quality indicators, including past charge-off experience and levels of past due loans, past due loan migration trends, and non-performing assets. We cannot be certain that our consolidated reserve for credit losses will be adequate over time to cover credit losses in our portfolio because of adverse changes in the economy or events adversely affecting specific customers, industries or markets. The current economic environment is dynamic and the credit worthiness of our customers and the value of collateral underlying our receivables can change significantly over very short periods of time. Our reserves may not keep pace with changes in the creditworthiness of our customers or collateral values. If the credit quality of our customer base materially decreases, if the risk of a market, industry, or group of customers changes significantly, or if our reserves for credit losses are not adequate, our business, financial condition and results of operations could suffer. For example, credit performance in the home lending industry, and particularly in the sub-prime market, has been declining over the past year. This decline in the home lending industry has been reflected in our home lending portfolio during 2007 and 2008, resulting in increased charge-offs and significant valuation allowances.

In addition to customer credit risk associated with loans and leases, we are also exposed to other forms of credit risk, including counterparties to our derivative transactions, loan sales, syndications and equipment purchases. These counterparties include other financial institutions, manufacturers and our customers. If our credit underwriting processes or credit risk judgments fail to adequately identify or assess such risks, or if the credit quality of our derivative counterparties, customers, manufacturers, or other parties with which we conduct business materially deteriorates, we may be exposed to credit risk related losses that may negatively impact our financial condition, results of operations or cash flows.

WE MAY BE ADVERSELY AFFECTED BY SIGNIFICANT CHANGES IN INTEREST RATES.

Although we generally employ a matched funding approach to managing our interest rate risk, including matching the repricing characteristics of our assets with our liabilities, significant increases in market interest rates or widening of our credit spreads, or the perception that an increase may occur, could adversely affect both our ability to originate new finance receivables and our profitability. Conversely, a decrease in interest rates could result in accelerated prepayments of owned and managed finance receivables.

WE MAY BE REQUIRED TO TAKE AN IMPAIRMENT CHARGE FOR GOODWILL OR INTANGIBLE ASSETS RELATED TO ACQUISITIONS.

We have acquired certain portions of our business and certain portfolios through acquisitions and bulk purchases. Further, as part of our long-term business strategy, we may continue to pursue acquisitions of other companies or asset portfolios. In connection with prior acquisitions, we have accounted for the portion of the purchase price paid in excess of the book value of the assets acquired as goodwill or intangible assets, and we may be required to account for similar premiums paid on future acquisitions in the same manner.

Under the applicable accounting rules, goodwill is not amortized and is carried on our books at its original value, subject to periodic review and evaluation for impairment, which, based on current conditions, we expect to conduct each quarter for the foreseeable future, while intangible assets are amortized over the life of the asset. If, as a result of our periodic review and evaluation of our goodwill and intangible assets for potential impairment, we determine that changes in the business itself, the economic environment including business valuation levels and trends, or the legislative or regulatory environment have adversely affected either the fair value of the business or the fair value of our individual segments, we may be required to take an impairment charge to the extent that the carrying values of our goodwill or intangible assets exceeds the fair value of the business. As a result of our 2007 fourth quarter analysis of goodwill and intangible assets associated with our student lending business, we recorded impairment charges of $312.7 million. Also, if we sell a business for less than the book value of the assets sold, plus any goodwill or intangible assets attributable to that business, we may be required to take an impairment charge on all or part of the goodwill and intangible assets attributable to that business. If market and economic conditions deteriorate further, this could increase the likelihood that we will need to record additional impairment charges.

Our stock has been trading below our book value and tangible book value per share for two consecutive quarters. While we have a plan to restore our business fundamentals to levels that would support our book value and tangible book value per share, we have no assurance that the plan will be achieved or that the market price of our common stock will increase to such levels in the foreseeable future. In that event, we may be required to take an impairment charge to the extent the carrying value of our goodwill exceeds the fair value of our business.

BUSINESSES OR ASSET PORTFOLIOS ACQUIRED MAY NOT PERFORM AS EXPECTED AND WE MAY NOT BE ABLE TO ACHIEVE ADEQUATE CONSIDERATION FOR PLANNED DISPOSITIONS.

As part of our long-term business strategy, we may pursue acquisitions of other companies or asset portfolios as well as dispose of non-strategic businesses or portfolios. Future

62 CIT GROUP INC

acquisitions may result in potentially dilutive issuances of equity securities and the incurrence of additional debt, which could have a material adverse effect on our business, financial condition and results of operations. Such acquisitions may involve numerous other risks, including difficulties in integrating the operations, services, products and personnel of the acquired company; the diversion of management’s attention from other business concerns; entering markets in which we have little or no direct prior experience; and the potential loss of key employees of the acquired company. In addition, acquired businesses and asset portfolios may have credit related risks arising from substantially different underwriting standards associated with those businesses or assets.

We recently announced a number of measures designed to enhance our liquidity position, including substantial asset sales, such as agreeing to sell $4.6 billion of asset-based loan commitments, of which $1.4 billion represents funded loans, agreeing to sell $770 million of aircraft, of which $300 million closed in the first quarter of 2008, and evaluating strategic alternatives for our $4 billion rail leasing business. There can be no assurance that we will be successful in completing all or any of these transactions. These transactions, if completed, will shrink our business and it is not currently part of our long-term strategy to replace the volume associated with these businesses. From time to time, we also receive inquiries from third parties regarding our potential interest in disposing of other types of assets, such as home lending, student lending, manufactured housing, other commercial finance or vendor finance assets, which we may or may not choose to pursue.

There is no assurance that we will receive adequate consideration for any asset or business dispositions. As a result, our future disposition of businesses or asset portfolios could have a material adverse effect on our business, financial condition and results of operations.

ADVERSE OR VOLATILE MARKET CONDITIONS MAY REDUCE FEES AND OTHER INCOME.

In 2005, we began pursuing strategies to leverage our expanded asset generation capability and diversify our revenue base to increase other income as a percentage of total revenue. We invested in infrastructure and personnel focused on increasing other income in order to generate higher levels of syndication and participation income, advisory fees, servicing fees and other types of fee income. These revenue streams are dependent on market conditions and, therefore, can be more volatile than interest on loans and rentals on leased equipment. Current market conditions, including lower liquidity levels, have had a direct impact on syndication activity, and have resulted in significantly lower fee generation. If we are unable to sell or syndicate a transaction after it is originated, this activity will involve the assumption of greater underwriting risk than we originally intended and could increase our capital requirements to support our business or expose us to the risk of valuation allowances for assets held for sale. In addition, we also generate significant fee income from our factoring business. If our clients become concerned about our liquidity position and our ability to provide these services going forward and reduce their amount of business with us, this could further negatively impact our fee income and have a material adverse effect on our business. Continued disruption to the capital markets, our failure to implement these initiatives successfully, or the failure of such initiatives to result in increased asset and revenue levels could adversely affect our financial position and results of operations.

ADVERSE FINANCIAL RESULTS OR OTHER FACTORS MAY LIMIT OUR ABILITY TO PAY DIVIDENDS.

Our board of directors decides whether we will pay dividends on our common stock. That decision depends upon, among other things, general economic and business conditions, our strategic and operational plans, our financial results and condition, contractual, legal and regulatory restrictions on the payment of dividends by us, our credit ratings, and such other factors as the board of directors may consider to be relevant. If any of these factors are adversely affected, it may impact our ability to pay dividends on our common stock. Our board of directors recently reduced the quarterly dividend on our common stock by 60%, to $0.10 per share, and our board of directors could determine to further reduce or eliminate dividends payable on our common stock in the future.

In addition, the terms of our preferred stock and junior subordinated notes restrict our ability to pay dividends on our common stock if we do not make distributions on our preferred stock and junior subordinated notes. Further, we are prohibited from declaring dividends on our preferred stock and from paying interest on our junior subordinated notes if we do not meet certain financial tests, provided that the limitation does not apply if we pay such dividends and interest out of net proceeds that we have received from the sale of common stock. We have not been in compliance with these financial tests for the last three fiscal quarters. We sold common stock to cover such dividend and interest payments during the fourth quarter of 2007 and the first quarter of 2008, and we obtained a forward commitment from two investment banks to purchase additional shares, at our option, in the second and third quarters of 2008. If we are unable to sell our common stock in the future, and we continue to fail to meet the requisite financial tests, then we will be prohibited from declaring dividends on our preferred stock, paying interest on our junior subordinated notes, or declaring dividends on our common stock.

COMPETITION FROM BOTH TRADITIONAL COMPETITORS AND NEW MARKET ENTRANTS MAY ADVERSELY AFFECT OUR RETURNS, VOLUME AND CREDIT QUALITY.

Our markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region. We have a wide variety of competitors that include captive and independent finance companies, commercial banks and thrift institutions, industrial banks, community banks,

Item 1A: Risk Factors 63

leasing companies, hedge funds, insurance companies, mortgage companies, manufacturers and vendors.

Competition from both traditional competitors and new market entrants has intensified due to increasing recognition of the attractiveness of the commercial finance markets. We compete primarily on the basis of pricing, terms and structure. To the extent that our competitors compete aggressively on any combination of those factors, we could lose market share. Should we match competitors’ terms, it is possible that we could experience margin compression and/or increased losses.

WE MAY NOT BE ABLE TO REALIZE OUR ENTIRE INVESTMENT IN THE EQUIPMENT WE LEASE.

The realization of equipment values (residual values) at the end of the term of a lease is an important element in the leasing business. At the inception of each lease, we record a residual value for the leased equipment based on our estimate of the future value of the equipment at the expected disposition date. Internal equipment management specialists, as well as external consultants, determine residual values.

A decrease in the market value of leased equipment at a rate greater than the rate we projected, whether due to rapid technological or economic obsolescence, unusual wear and tear on the equipment, excessive use of the equipment, or other factors, would adversely affect the residual values of such equipment. Further, certain equipment residual values, including commercial aerospace residuals, are dependent on the manufacturer’s or vendor’s warranties, reputation and other factors. In addition, we may not realize the full market value of equipment if we are required to sell it to meet liquidity needs or for other reasons outside of the ordinary course of business. Consequently, there can be no assurance that we will realize our estimated residual values for equipment.

The degree of residual realization risk varies by transaction type. Capital leases bear the least risk because contractual payments cover approximately 90% of the equipment’s cost at the inception of the lease. Operating leases have a higher degree of risk because a smaller percentage of the equipment’s value is covered by contractual cash flows at lease inception. Leveraged leases bear the highest level of risk as third parties have a priority claim on equipment cash flows.

INVESTMENT IN AND REVENUES FROM OUR FOREIGN OPERATIONS ARE SUBJECT TO THE RISKS AND REQUIREMENTS ASSOCIATED WITH TRANSACTING BUSINESS IN FOREIGN COUNTRIES.

An economic recession or downturn, increased competition, or business disruption associated with the political or regulatory environments in the international markets in which we operate could adversely affect us. In addition, while we generally hedge our translation and transaction exposures, foreign currency exchange rate fluctuations, or the inability to hedge effectively in the future, could have a material adverse effect on our investment in international operations and the level of international revenues that we generate from international asset based financing and leasing. Reported results from our operations in foreign countries may fluctuate from period to period due to exchange rate movements in relation to the U.S. dollar, particularly exchange rate movements in the Canadian dollar, which is our largest non-U.S. exposure. Recent weakness in the U.S. dollar has negatively impacted the U.S. dollar value of our revenues that are paid in other currencies. A further weakening of the U.S. dollar will further negatively impact the U.S. dollar value of our international operations.

U.S. generally accepted accounting principles require that income earned from foreign subsidiaries should be treated as being taxed as if they were distributed to the parent company, unless those funds are permanently reinvested outside the United States. To meet this permanent reinvestment standard, company must show that there is no foreseeable need for the funds by the parent company and that there is a specific plan for reinvestment of the undistributed earnings of the funds by the subsidiary. Federal income taxes have not been provided on approximately $1.2 billion of cumulative earnings of foreign subsidiaries that we have determined to be permanently reinvested. If we sell a foreign business or significant foreign assets, we may not be able to redeploy some or all of the funds generated from a sale outside the United States and would be required to treat the funds as repatriated to us currently for purposes of GAAP. While it is not practicable to estimate the amount of tax that we would have to provide for under GAAP in such an event, the impact on us may be material.

Foreign countries have various compliance requirements for financial statement audits and tax filings, which are required to obtain and maintain licenses to transact business. If we are unable to properly complete and file our statutory audit reports or tax filings, regulators or tax authorities in the applicable jurisdiction may restrict our ability to do business.

THE REGULATED ENVIRONMENT IN WHICH WE OPERATE MAY ADVERSELY AFFECT US.

Our domestic operations are subject, in certain instances, to supervision and regulation by state and federal authorities, including the Federal Deposit Insurance Corporation, the Utah Department of Financial Institutions, the U.S. Small Business Administration, the U.S. Department of Education, the FINRA, the SEC and various state insurance regulators, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions. Noncompliance with applicable statutes or regulations could result in the suspension or revocation of any license or registration at issue, well as the imposition of civil fines and criminal penalties.

The financial services industry is heavily regulated in many jurisdictions outside the United States. As a result, growing our international operations may be affected by the varying requirements of these jurisdictions. CIT Bank Limited, a U.K. Corporation, is licensed as a bank and a broker-dealer and is subject to regulation and examination by the Financial

64 CIT GROUP INC

Services Authority of the United Kingdom. We also operate various banking corporations in Brazil, France, Italy, Belgium, Sweden and The Netherlands, and a broker-dealer entity in Canada, each of which is subject to regulation and examination by banking regulators and securities regulators in its home country. Our subsidiary, CIT Bank, a Utah industrial bank, is subject to regulation and examination by the FDIC and the Utah Department of Financial Institutions. Finally, our subsidiary that operates our insurance business, Highlands Insurance Company Limited, is a Barbados company and therefore regulated by Barbados laws and regulations. Given the evolving nature of regulations in many of these jurisdictions, it may be difficult for us to meet these requirements even after we establish operations and receive regulatory approvals. Our inability to remain in compliance with regulatory requirements in a particular jurisdiction could have a material adverse effect on our operations in that market, on our ability to permanently reinvest earnings and on our reputation generally.

UNCERTAINTIES RELATED TO OUR BUSINESS MAY CAUSE A LOSS OF EMPLOYEES AND MAY OTHERWISE MATERIALLY ADVERSELY AFFECT OUR BUSINESS AND OPERATIONS.

Our future results of operations will depend in part upon our ability to retain existing highly skilled and qualified employees and to attract new employees. Failure to continue to attract and retain such individuals could materially adversely affect our ability to compete. Uncertainties about the future prospects of our business may materially adversely affect our ability to attract and retain key management, technical and other personnel. This inability to retain key personnel could have an adverse effect on our ability to successfully operate our business or to meet our compliance, regulatory, and other reporting requirements.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell or issue any unregistered equity securities during the quarter ended March 31, 2008. The following table details the repurchase activity of CIT common stock during the quarter ended March 31, 2008:

			Total Number of	Maximum Number
	Total		Shares Purchased	of Shares that May
	Number of	Average	as Part of Publicly	Yet be Purchased
	Shares	Price Paid	Announced Plans	Under the Plans
	Purchased	Per Share	or Programs	or Programs
Balance at December 31, 2007	24,464,574		–	689,096
January 1 - 31	–	–	–	689,096
February 1 - 29	–	–	–	689,096
March 1 - 31	–	–	–	689,096
Total Purchases	–
Reissuances(1)	1,020,870
Balance at March 31, 2008	23,443,704

⁽¹⁾ Includes the issuance of shares of our common stock upon exercise of stock options and for the employee stock purchase plan.

On April 21, 2008, the Company issued $1.0 billion or 91,000,000 shares, of common stock and $500 million or 10,000,000 shares of Non-Cumulative Perpetual Convertible Preferred Stock, Series C, with a liquidation preference of $50 per share, including the underwriters’ purchase of 13,650,000 shares of the common stock and 1,500,000 shares of the convertible preferred stock pursuant to over-allotment options.

The common stock offering was priced at $11.00 per share. The net proceeds from the common stock offering, including the partial exercise of the overallotment option of 2,558,120 shares, were approximately $978 million, after deducting underwriting commissions and expenses. The Company intends to use the net proceeds from the sale of the common stock for general corporate purposes, including the payment of dividends on its outstanding preferred stock for the second quarter of 2008 in an amount of approximately $8 million and the payment of interest on its outstanding junior subordinated notes in the third quarter of 2008 in an amount of approximately $23 million.

The net proceeds from the convertible preferred stock offering, including the overallotment option, were approximately $558 million, after deducting underwriting commissions and expenses. The Company intends to use the net proceeds from the sale of the convertible preferred stock for general corporate purposes.

See Item 1. Notes to Consolidated Financial Statements, Note 17 – Subsequent Events for additional information regarding this equity issuance.

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ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Submission of Matters to a Vote of Security Holders

None

ITEM 5. Other Information

None

ITEM 6. Exhibits

(a)	Exhibits
	3.1	Second Restated Certificate of Incorporation of the Company (incorporated by reference to Form 10-Q filed by CIT on August 12, 2003).
	3.2	Amended and Restated By-laws of the Company (incorporated by reference to Form 8-K filed by CIT on January 17, 2008).
	3.3	Certificate of Designations relating to the Company’s 6.350% Non-Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit 3 to Form 8-A filed by CIT on July 29, 2005).
	3.4	Certificate of Designations relating to the Company’s Non-Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 3 to Form 8-A filed by CIT on July 29, 2005).
	3.5	Certificate of Designations relating to the Company’s Non-Cumulative Preferred Stock, Series C (incorporated by reference to Exhibit 3.1 to Form 8-K filed by CIT on April 25, 2008).
	4.1	Form of Certificate of Common Stock of CIT (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-3 filed June 26, 2002).
	4.2	Indenture dated as of August 26, 2002 by and among CIT Group Inc., J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as Trustee and Bank One NA, London Branch, as London Paying Agent and London Calculation Agent, for the issuance of unsecured and unsubordinated debt securities (incorporated by reference to Exhibit 4.18 to Form 10-K filed by CIT on February 26, 2003).
	4.3	Form of Indenture dated as of October 29, 2004 between CIT Group Inc. and J.P. Morgan Trust Company, National Association for the issuance of senior debt securities (incorporated by reference to Exhibit 4.4 to Form S-3/A filed by CIT on October 28, 2004).
	4.4	Form of Indenture dated as of October 29, 2004 between CIT Group Inc. and J.P. Morgan Trust Company, National Association for the issuance of subordinated debt securities (incorporated by reference to Exhibit 4.5 to Form S-3/A filed by CIT on October 28, 2004).
	4.5	Certain instruments defining the rights of holders of CIT’s long-term debt, none of which authorize a total amount of indebtedness in excess of 10% of the total amounts outstanding of CIT and its subsidiaries on a consolidated basis, have not been filed as exhibits. CIT agrees to furnish a copy of these agreements to the Commission upon request.
	4.6	5-Year Credit Agreement, dated as of October 10, 2003 among J.P. Morgan Securities Inc., a joint lead arranger and bookrunner, Citigroup Global Markets Inc., as joint lead arranger and bookrunner, JP Morgan Chase Bank as administrative agent, Bank

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	of America, N.A. as syndication agent, and Barclays Bank PLC, as documentation agent (incorporated by reference to Exhibit 4.2 to Form 10-Q filed by CIT on November 7, 2003).
4.7	5-Year Credit Agreement, dated as of April 14, 2004, among CIT Group Inc., the several banks and financial institutions named therein, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and bookrunners, JP Morgan Chase Bank, as administrative agent, Bank of America, N.A., as syndication agent and Barclays Bank PLC, as documentation agent (incorporated by reference to Exhibit 4.3 to Form 10-Q filed by CIT on May 7, 2004).
4.8	5-Year Credit Agreement, dated as of April 13, 2005, among CIT Group Inc., the several banks and financial institutions named therein, Citigroup Global Markets Inc. and Banc of America Securities LLC, as joint lead arrangers and bookrunners, Citibank, N.A., as administrative agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent (incorporated by reference to Exhibit 4.8 to Form 10-K filed by CIT on March 1, 2007).
4.9	5-Year Credit Agreement, dated as of December 6, 2006, among CIT Group Inc., the several banks and financial institutions named therein, Citigroup Global Markets Inc. and Barclays Capital, as joint lead arrangers and bookrunners, Citibank, N.A., as administrative agent, Barclays Bank PLC, as syndication agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-documentation agents (incorporated by reference to Exhibit 4.9 to Form 10-K filed by CIT on March 1, 2007).
4.10	Indenture dated as of January 20, 2006 between CIT Group Inc. and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) for the issuance of senior debt securities (incorporated by reference to Exhibit 4.3 to Form 10-Q filed by CIT on August 7, 2006).
4.11	Indenture dated as of January 20, 2006 between CIT Group Inc. and JPMorgan Chase Bank, N.A. for the issuance of subordinated debt securities (incorporated by reference to Exhibit 4.4 to Form 10-Q filed by CIT on August 7, 2006).
4.12	First Supplemental Indenture dated as of January 31, 2007 between CIT Group Inc. and The Bank of New York (as successor to JPMorgan Chase Bank N.A.) for the issuance of subordinated debt securities (incorporated by reference to Exhibit 4.1 to Form 8-K filed by CIT on February 1, 2007).
4.13	Indenture dated as of June 2, 2006 between CIT Group Inc., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., London branch for the issuance of senior notes (incorporated by reference to Exhibit 4.5 to Form 10-Q filed by CIT on August 7, 2006).
4.14	Indenture dated as of June 2, 2006 between CIT Group Inc., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., London branch for the issuance of subordinated notes (incorporated by reference to Exhibit 4.6 to Form 10-Q filed by CIT on August 7, 2006).
4.15	Indenture dated as of November 1, 2006, among CIT Group Funding Company of Delaware (formerly known as CIT Group Funding Company of Canada), CIT Group Inc., and The Bank of New York, for the issuance of senior debt securities of CIT Group Funding Company of Canada and the related guarantees of CIT (incorporated by reference to Exhibit 4.8 to Form 10-Q filed by CIT on November 6, 2006).
10.1	Form of Separation Agreement by and between Tyco International Ltd. and CIT (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Registration Statement on Form S-1/A filed June 12, 2002).
10.2	Form of Financial Services Cooperation Agreement by and between Tyco International Ltd. and CIT (incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Registration Statement on Form S-1/A filed June 12, 2002).
10.3*	Employment Agreement for Lawrence A. Marsiello dated as of August 1, 2004 (incorporated by reference to Exhibit 10.4 to Form 10-Q filed by CIT on November 9, 2004).
10.4*	Revised Amendment to Employment Agreement for Lawrence A. Marsiello dated as of December 6, 2007 (incorporated by reference to Exhibit 10.8 to Form 10-K filed by CIT on February 29, 2008).
10.5	2004 Extension and Funding Agreement dated September 8, 2004, by and among Dell Financial Services L.P., Dell Credit Company L.L.C., DFS-SPV L.P., DFS-GP, Inc., Dell Inc., Dell Gen. P. Corp., Dell DFS Corporation, CIT Group Inc., CIT Financial

67

	USA, Inc., CIT DCC Inc., CIT DFS Inc., CIT Communications Finance Corporation, and CIT Credit Group USA Inc. (incorporated by reference to Form 8-K filed by CIT on September 9, 2004).
10.6	Letter Agreement dated December 19, 2007 by and among Dell Inc., CIT Group Inc., Dell Credit Company LLC, Dell DFS Corporation, and CIT DFS, Inc. amending the Amended and Restated Agreement of Limited Partnership of Dell Financial Services L.P. dated September 8, 2004 (incorporated by reference to Exhibit 10.10 to Form 10-K filed by CIT on February 29, 2008).
10.7	Letter Agreement dated December 19, 2007 by and among Dell Inc., Dell Financial Services L.P., Dell Credit Company LLC, DFS-SPV L.P., DFS-GP, Inc., Dell Gen. P. Corp., Dell DFS Corporation, CIT Group Inc., CIT Financial USA, Inc., CIT DCC Inc., CIT DFS, Inc., CIT Communications Finance Corporation, and CIT Credit Group USA, Inc. amending the 2004 Extension and Funding Agreement dated September 8, 2004 (incorporated by reference to Exhibit 10.11 to Form 10-K filed by CIT on February 29, 2008).
10.8	Purchase and Sale Agreement dated as of December 19, 2007 by and among Dell Inc., Dell International Incorporated, CIT Group Inc., Dell Credit Company LLC, Dell DFS Corporation, CIT DFS, Inc., CIT Financial USA, Inc., Dell Financial Services L.P., DFS-SPV L.P., DFS-GP, Inc., Dell Gen. P. Corp., CIT DCC Inc., CIT Communications Finance Corporation, and CIT Credit Group USA, Inc. (incorporated by reference to Exhibit 10.12 to Form 10-K filed by CIT on February 29, 2008).
10.9*	Long-Term Equity Compensation Plan (incorporated by reference to Form DEF-14A filed April 23, 2003).
10.10	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 to Amendment No. 3 to the Registration Statement on Form S-1/A filed June 26, 2002).
10.11	Form of Tax Agreement by and between Tyco International Ltd. and CIT (incorporated by reference to Exhibit 10.27 to Amendment No. 2 to the Registration Statement on Form S-1/A filed June 12, 2002).
10.12	Agreement and Plan of Merger, dated as of January 4, 2005, among Education Lending Group, Inc. CIT Group Inc. and CIT ELG Corporation (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by CIT on January 6, 2005).
10.13*	CIT Group Inc. Long -Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed by CIT on May 12, 2008).
10.14*	CIT Group Inc. Executive Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed by CIT on May 15, 2006).
10.15*	Employment Agreement, dated August 29, 2006, between CIT Group Inc. and Jeffrey M. Peek (incorporated by reference to Exhibit 99.1 to Form 8-K filed by CIT on September 5, 2006).
10.16*	Amendment to Employment Agreement for Jeffrey M. Peek dated December 10, 2007 (incorporated by reference to Exhibit 10.23 to Form 10-K filed by CIT on February 29, 2008).
10.17*	Forms of CIT Group Inc. Long-Term Incentive Plan Stock Option Award Agreements (incorporated by reference to Exhibit 10.19 to Form 10-K filed by CIT on February 29, 2008).
10.18*	Forms of CIT Group Inc. Long-Term Incentive Plan Performance Share Award Agreements (incorporated by reference to Exhibit 10.20 to Form 10-K filed by CIT on March 1, 2007).
10.19*	Forms of CIT Group Inc. Long-Term Incentive Plan Restricted Stock Award Agreements (incorporated by reference to Exhibit 10.21 to Form 10-K filed by CIT on March 1, 2007).
10.20*	Forms of CIT Group Inc. Long-Term Incentive Plan Restricted Cash Unit Award Agreements (incorporated by reference to Exhibit 10.22 to Form 10-K filed by CIT on March 1, 2007).
10.21*	Form of CIT Group Inc. Long-Term Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.23 to Form 10-K filed by CIT on March 1, 2007).
10.22	Forward Equity Commitment dated October 16, 2007 from Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. to CIT Group Inc. relating to the issuance of common stock in connection with the payment of dividends on certain preferred stock and interest on certain junior subordinated notes (incorporated by reference to Exhibit 10.29 to Form 10-K filed by CIT on March 1, 2007).

68 CIT GROUP INC

10.23*	Form of CIT Group Inc. Long-Term Incentive Plan Restricted Cash Unit Retention Award Agreement (incorporated by reference to Exhibit 99.1 to Form 8-K filed by CIT on January 22, 2008).
10.24*	Form of CIT Group Inc. Long-Term Incentive Plan Restricted Cash Unit Award Agreement.
10.25*	Forms of CIT Group Inc. Long-Term Incentive Plan Restricted Stock Unit Award Agreements.
10.26*	Form of CIT Group Inc. Long-Term Incentive Plan Performance-Accelerated Restricted Shares Award Agreement.
10.27*	CIT Group Inc. Supplemental Retirement Plan (As Amended and Restated Effective as of January 1, 2008).
10.28*	CIT Group Inc. Supplemental Savings Plan (As Amended and Restated Effective as of January 1, 2008).
10.29*	New Executive Retirement Plan of CIT Group Inc. (As Amended and Restated as of January 1, 2008).
10.30*	CIT Executive Severance Plan As Amended and Restated Effective as of January 1, 2008.
10.31*	Amended and Restated Employment Agreement Joseph M. Leone dated as of May 8, 2008.
12.1	CIT Group Inc. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of Jeffrey M. Peek pursuant to Rules 13a-15(e) and 15d-15(f) of the Securities Exchange Commission, as promulgated pursuant to Section 13(a) of the Securities Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Joseph M. Leone pursuant to Rules 13a-15(e) and 15d-15(f) of the Securities Exchange Commission, as promulgated pursuant to Section 13(a) of the Securities Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Jeffrey M. Peek pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Joseph M. Leone pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*    Indicates a management contract or compensatory plan or arrangement.

69

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, thereunto duly authorized.

CIT GROUP INC.

By: /s/ Joseph M. Leone

Joseph M. Leone

Vice Chairman and Chief Financial Officer

By: /s/ William J. Taylor

William J. Taylor

Executive Vice President, Controller

and Principal Accounting Officer

May 12, 2008

70 CIT GROUP INC

EX-10.24

Exhibit 10.24

Executive Severance Plan Participants

CIT Group Inc.
Long-Term Incentive Plan
Restricted Cash Unit Award Agreement

“Participant”:

“Date of Award”: [____________ ], 2008

     This Award Agreement, effective as of the Date of Award set forth above, sets forth the grant of Restricted Cash Units (“RCUs”) by CIT Group Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

     The parties hereto agree as follows:

(A)	Grant of RCUs. The Company hereby grants to the Participant [NUMBER] RCUs, subject to the terms and conditions of the Plan and this Award Agreement. Each RCU represents the unsecured right to receive in the future a cash payment equal to the Fair Market Value of one Share determined on the Vesting Date (as defined below) (the “Settlement Amount”). The Participant shall not be required to pay any additional consideration for the payment of the Settlement Amount upon settlement of the RCUs.
(B)	Vesting and Settlement of RCUs.
	(1)	Subject to the Participant’s continued employment with the Company and its Subsidiaries (the “Company Group”), one hundred percent (100%) of the RCUs shall vest in full on December 31, 2010 (the “Vesting Date”).
	(2)	Each vested RCU shall be settled through a cash payment equal to the Settlement Amount within thirty (30) days following the Vesting Date (the “Settlement Date”). If the Participant’s home country is outside the United States, such cash payment shall be initially determined in United States Dollars, and then converted to the Participant’s local currency based on the prevailing exchange rate in effect on the Vesting Date, in accordance with the Company’s standard practice.

	(3)	If, after the Date of Award and prior to the Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive a cash bonus payment (the “Dividend Bonus”) in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of RCUs. Any portion of the Dividend Bonus payable pursuant to cumulative dividends declared or paid as either a whole number or fractional number of Shares (the “Stock Dividend”) shall be converted into a cash value by multiplying the Stock Dividend by the Fair Market Value of one Share on the applicable dividend payment date. The Dividend Bonus shall be paid in cash on the Settlement Date for the underlying RCUs. If the Participant’s employment with the Company Group terminates prior to the Settlement Date for any reason set forth in Sections C(1) or C(2) of this Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive the accrued and unpaid portion of the Dividend Bonus at the time the RCUs are settled in accordance with Sections C(1), C(2) or D, as applicable. If the Participant’s employment terminates prior to the Settlement Date for any reason set forth in Section C(3), any accrued and unpaid portion of the Dividend Bonus shall be forfeited.
(C)	Separation from Service.
	(1)	If, after the Date of Award and prior to the Settlement Date, (a) the Participant incurs a “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) from the Company Group due to the Participant’s death or Disability (as defined below), the RCUs shall vest immediately and shall settle, in accordance with Section B, within thirty (30) days following the Participant’s Separation from Service. “Disability” shall have the meaning ascribed thereto under the Company’s long-term disability plan or policy applicable to the Participant, as in effect from time to time, or, in the event the Company has no long-term disability plan or policy, “Disability” shall have the same meaning as defined in the Company’s applicable long-term disability plan or policy last in effect prior to the first date a Participant suffers from such Disability.
	(2)	If, after the Date of Award and prior to the Settlement Date, the Participant incurs a Separation from Service from the Company Group due to the Participant’s (a) Retirement, (b) RIF Termination (each, as defined below), (c) resignation for “Good Reason” or (d) termination without “Cause” (each as defined in the Company’s Executive Severance Plan, as amended from time to time), a

		prorated portion of the RCUs shall vest immediately, in proportion to the number of months during the period commencing on January 1, 2008, and ending on the last day of the calendar month in which such termination occurs, divided by 36. “Retirement” is defined as either (i) a Participant’s election to retire upon or after attaining his or her “Normal Retirement Age”; or (ii) a Participant’s election to retire upon (A) completing at least a 10-year “Period of Benefit Service” and (B) having either (1) attained age 55, or (2) incurred an “Eligible Termination” and, at the time of such “Eligible Termination,” having attained age 54. The terms “Normal Retirement Age,” “Period of Benefit Service” and “Eligible Termination” shall have the meaning as defined in the Retirement Plan. A “RIF Termination” shall mean the Participant’s Separation from Service, initiated by the Company, as a result of a reduction in force, corporate downsizing, change in operations, permanent and complete facility relocation or closing, or other similar job elimination.
	(3)	If, prior to a Vesting Date, the Participant’s employment with the Company Group terminates for any reason other than as set forth in Sections C(1) or C(2), the unvested RCUs shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive any payments with respect to, the RCUs including, without limitation, dividend equivalents pursuant to Section B(3).
(D)	Change of Control. Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary, if, prior to the Settlement Date, a Change of Control occurs, the RCUs shall vest and settle immediately upon the effective date of the Change of Control.
(E)	Transferability. RCUs are not transferable other than by last will and testament, by the laws of descent and distribution pursuant to a domestic relations order, or as otherwise permitted under Section 12 of the Plan. Further, except as set forth in Section 12(b) of the Plan, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s legal guardian or representative.
(F)	Incorporation of Plan; International Supplement
	(1)	If the Participant is employed outside of the United States, the Participant will receive an “International Supplement” that contains supplemental terms and conditions with respect to the RCUs depending on the country in which the Participant is employed. This Award Agreement should be read in conjunction with the International Supplement, if applicable, in order for the

		Participant to understand all of the terms and conditions applicable to the RCUs. In the event of any conflict or inconsistency between the International Supplement and this Award Agreement, the International Supplement shall govern and this Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency. The Plan, this Award Agreement and the International Supplement are collectively referred to as the “Plan Documents.”
	(2)	The Plan provides a complete description of the terms and conditions governing all Awards granted thereunder and is incorporated into this Award Agreement by reference. Both this Award Agreement and the International Supplement, if applicable, as well as the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt under the Plan. If there is any inconsistency between the terms of either this Award Agreement or the International Supplement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement or the International Supplement, as applicable.
(G)	Data Protection.
	(1)	In order to facilitate the administration of the Plan as well as all of the rights attached to the RCUs, the Participant acknowledges that his or her employer may need to collect personal information and the Participant agrees to provide such personal information on request. The Participant’s employer may also need to process such personal information and from time to time, make it available to the Company, its Subsidiaries or third parties on their behalf for processing including, without limitation, the Company’s banking, accounting, legal, human resources, compensation and/or technical advisors, some of which are situated outside of the Participant’s country (including companies and/or third parties which are situated in countries outside of the European Economic Area which may not have data privacy laws which are viewed as adequate within the meaning of the EU Directive 95/46). For this purpose, by accepting the RCUs, the Participant agrees to such processing, release and transfer of the Participant’s personal information. The personal information will remain strictly confidential, will be used only for the administration of Awards granted under the Plan, and will only be kept on file for the duration of the Plan. The Participant has a right to access, correct and update the Participant’s personal information at any time by contacting his or her employer.

(H)	No Entitlements
	(1)	The RCUs are discretionary awards. The Plan Documents do not confer on the Participant any right or entitlement to receive compensation or bonus in any specific amount for any future fiscal year (including, without limitation, any grants of future Awards under the Plan) and do not impact in any way the Company Group’s determination of the amount, if any, of the Participant’s compensation or bonus. The RCUs do not constitute salary, wages, regular compensation, recurrent compensation or contractual compensation for the year of grant or any later year and shall not be included in, nor have any effect on, the determination of employment-related rights or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without limitation, severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms of such plan or arrangement or by the Company Group. The benefits provided pursuant to the RCUs are in no way secured, guaranteed or warranted by Company Group.
	(2)	The RCUs are awarded to the Participant by virtue of the Participant’s employment with, and services performed for, the Company Group. The Plan Documents do not constitute an employment agreement. Nothing in the Plan Documents shall modify the terms of the Participant’s employment, including, without limitation, the Participant’s status as an “at will” employee of the Company Group, if applicable.
	(3)	Subject to the terms of the Executive Severance Plan, the Company reserves the right to change the terms and conditions of the Participant’s employment, including the division, subsidiary or department in which the Participant is employed. None of the Plan Documents, the grant of RCUs, nor any action taken or omitted to be taken under the Plan Documents shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company Group, or to interfere with or to limit in any way the right of the Company Group to terminate the Participant’s employment at any time. Moreover, the Separation from Service provisions set forth in Section C only apply to the treatment of the RCUs in the specified circumstances and shall not otherwise affect the Participant’s employment relationship. By accepting this Award Agreement, the Participant waives any and all rights to compensation or damages in consequence of the termination of the Participant’s office or employment for any reason whatsoever insofar as those rights arise or may arise from the Participant’s ceasing to have rights under, or be entitled to receive payment in

		respect of, the RCUs as a result of such termination, or from the loss or diminution in value of such rights or entitlements. This waiver applies whether or not such termination amounts to a wrongful discharge or unfair dismissal.
(I)	Miscellaneous
	(1)	It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.
	(2)	The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or modify this Award Agreement at any time; provided, however, that no termination, amendment, modification or suspension shall materially and adversely alter or impair the rights of the Participant under this Award Agreement, without the Participant’s written consent.
	(3)	If any provision of the Plan Documents would, in the reasonable good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of a penalty tax under Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”), the Committee may modify the terms of the Plan Documents, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax. Notwithstanding anything to the contrary in the Plan Documents, to the extent that the Participant is a “Specified Employee” (within the meaning of the Committee’s established methodology for determining “Specified Employees” for purposes of Section 409A), no payment or distribution of any amounts with respect to the RCUs that are subject to Section 409A may be made before the first business day following the six (6) month anniversary from the Participant’s Separation from Service from the Company Group or, if earlier, the date of the Participant’s death.
	(4)	Payment of the Settlement Amount and the Dividend Bonus upon settlement of the RCUs is subject to the Participant satisfying all applicable federal, state, local and foreign tax obligations (including the Participant’s FICA obligation). The Company shall have the power and the right to deduct or withhold from all amounts payable to the Participant pursuant to the RCUs or require

		the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law.
	(5)	This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or as the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising his or her rights under this Award Agreement.
	(6)	Any notice required by the terms of the Plan or this Award Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit in the mail, by registered or certified mail. Notice to the Company shall be delivered to CIT Group Inc., Human Resources Department, 1 CIT Drive, Livingston, New Jersey 07039 and to the Participant at the address that the Participant has most recently provided to the Company; provided, however, that the Company may provide notices to the Participant by Company-email, intranet postings or other electronic means that are generally used for Company employee communications.
	(7)	Nothing in the Plan or this Award Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the RCUs. The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the RCUs.
	(8)	All obligations of the Company under the Plan and this Award Agreement, with respect to the Awards, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
	(9)	To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.
(J)	Acceptance of Award. The Participant acknowledges his or her understanding and acceptance of the terms and conditions of the Plan Documents. Acceptance of the RCUs requires no action on the part of the Participant. If the Participant, however, desires to refuse the Award, the Participant must notify the Company in writing in accordance with Section I(6) of this Award Agreement no later than thirty (30) days after receipt of this Award Agreement. If the Participant refuses the Award he or she will

not be entitled to any additional compensation or remuneration in replacement of the Award. If the Participant does not refuse the Award, the Participant will be deemed to agree to all of the terms of the Award.

     IN WITNESS WHEREOF, this Award Agreement and the accompanying International Supplement, if applicable, have been executed by the Company by one of its duly authorized officers as of the Date of Award.

CIT Group Inc.
By	______________________
	Name: Title:

EX-10.25

Exhibit 10.25

Executives with Employment Agreements

CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock Unit Award Agreement

“Participant”:

“Date of Award”: [____________ ], 2008

     This Award Agreement, effective as of the Date of Award set forth above, sets forth the grant of Restricted Stock Units (“RSUs”) by CIT Group Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

     The parties hereto agree as follows:

(A)	Grant of RSUs. The Company hereby grants to the Participant [NUMBER] RSUs, subject to the terms and conditions of the Plan and this Award Agreement. Each RSU represents the unsecured right to receive one Share in the future. The Participant shall not be required to pay any additional consideration for the issuance of the Shares upon settlement of the RSUs.
(B)	Vesting and Settlement of RSUs.
	(1)	Subject to the Participant’s continued employment with the Company and its Subsidiaries (the “Company Group”), one hundred percent (100%) of the RSUs shall vest in full on December 31, 2010 (the “Vesting Date”).
	(2)	Each vested RSU shall be settled through the delivery of one Share within thirty (30) days following the Vesting Date (the “Settlement Date”).
	(3)	The Shares delivered to the Participant on the Settlement Date (or such earlier date determined in accordance with Section C) shall not be subject to transfer restrictions and shall be fully paid, non- assessable and registered in the Participant’s name.
	(4)	If, after the Date of Award and prior to the Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends

		declared or paid on a Share, if any, during such period multiplied by the number of RSUs. The dividend equivalents shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to the Settlement Date for any reason set forth in Sections C(1) or C(2) of this Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections C(1), C(2) or D, as applicable. If the Participant’s employment terminates prior to the Settlement Date for any reason set forth in Section C(3), any accrued and unpaid dividend equivalents shall be forfeited.
	(5)	In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the Vesting Date or, in the case of settlement in accordance with Sections C(1), C(2) or D, as applicable, the date of the Participant’s Separation from Service or the effective date of the Change in Control. Settlement under this Section B(5) shall be made at the time specified under Sections B(2) or (4), C(1) or (2), or D, as applicable.
(C)	Separation from Service.
	(1)	If, after the Date of Award and prior to the Settlement Date, the Participant incurs a “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) from the Company Group due to the Participant’s death or Disability (as defined below), the RSUs shall vest immediately and shall settle through the delivery of one Share within thirty (30) days following the Participant’s Separation from Service. “Disability” shall have the meaning ascribed thereto under the Company’s long-term disability plan or policy applicable to the Participant, as in effect from time to time, or, in the event the Company has no long-term disability plan or policy, “Disability” shall have the same meaning as defined in the Company’s applicable long-term disability plan or policy last in effect prior to the first date a Participant suffers from such Disability.
	(2)	If, after the Date of Award and prior to the Settlement Date, the Participant incurs a Separation from Service from the Company Group due to the Participant’s (a) Retirement (as defined below), (b) resignation for “Good Reason” or (c) termination without “Cause” (each as defined in the applicable employment agreement

		between the Participant and the Company (the “Employment Agreement”), as amended from time to time), a prorated portion of the RSUs shall vest immediately, in proportion to the number of months during the period commencing on January 1, 2008, and ending on the last day of the calendar month in which such termination occurs, divided by 36. “Retirement” is defined as either (i) a Participant’s election to retire upon or after attaining his or her “Normal Retirement Age”; or (ii) a Participant’s election to retire upon (A) completing at least a 10-year “Period of Benefit Service” and (B) having either (1) attained age 55, or (2) incurred an “Eligible Termination” and, at the time of such “Eligible Termination,” having attained age 54. The terms “Normal Retirement Age,” “Period of Benefit Service” and “Eligible Termination” shall have the meaning as defined in the Retirement Plan.
	(3)	If, prior to the Vesting Date, the Participant’s employment with the Company Group terminates for any reason other than as set forth in Sections C(1) or C(2), the unvested RSUs shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive any payments with respect to, the RSUs including, without limitation, dividend equivalents pursuant to Section B(4).
(D)	Change of Control. Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary, if, prior to the Settlement Date, a Change of Control occurs, the RSUs shall vest and settle immediately upon the effective date of the Change of Control.
(E)	Transferability. RSUs are not transferable other than by last will and testament, by the laws of descent and distribution pursuant to a domestic relations order, or as otherwise permitted under Section 12 of the Plan. Further, except as set forth in Section 12(b) of the Plan, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s legal guardian or representative.
(F)	Incorporation of Plan; International Supplement
	(1)	If the Participant is employed outside of the United States, the Participant will receive an “International Supplement” that contains supplemental terms and conditions with respect to the RSUs depending on the country in which the Participant is employed. This Award Agreement should be read in conjunction with the International Supplement, if applicable, in order for the Participant to understand all of the terms and conditions applicable to the RSUs. In the event of any conflict or inconsistency between

		the International Supplement and this Award Agreement, the International Supplement shall govern and this Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency. The Plan, this Award Agreement and the International Supplement are collectively referred to as the “Plan Documents.”
	(2)	The Plan provides a complete description of the terms and conditions governing all Awards granted thereunder and is incorporated into this Award Agreement by reference. Both this Award Agreement and the International Supplement, if applicable, as well as the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt under the Plan. If there is any inconsistency between the terms of either this Award Agreement or the International Supplement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement or the International Supplement, as applicable.
(G)	Data Protection.
	(1)	In order to facilitate the administration of the Plan as well as all of the rights attached to the RSUs, the Participant acknowledges that his or her employer may need to collect personal information and the Participant agrees to provide such personal information on request. The Participant’s employer may also need to process such personal information and from time to time, make it available to the Company, its Subsidiaries or third parties on their behalf for processing including, without limitation, the Company’s banking, accounting, legal, human resources, compensation and/or technical advisors, some of which are situated outside of the Participant’s country (including companies and/or third parties which are situated in countries outside of the European Economic Area which may not have data privacy laws which are viewed as adequate within the meaning of the EU Directive 95/46). For this purpose, by accepting the RSUs, the Participant agrees to such processing, release and transfer of the Participant’s personal information. The personal information will remain strictly confidential, will be used only for the administration of Awards granted under the Plan, and will only be kept on file for the duration of the Plan. The Participant has a right to access, correct and update the Participant’s personal information at any time by contacting his or her employer.

(H)	No Entitlements
	(1)	The RSUs are discretionary awards. The Plan Documents do not confer on the Participant any right or entitlement to receive compensation or bonus in any specific amount for any future fiscal year (including, without limitation, any grants of future Awards under the Plan) and do not impact in any way the Company Group’s determination of the amount, if any, of the Participant’s compensation or bonus. The RSUs do not constitute salary, wages, regular compensation, recurrent compensation or contractual compensation for the year of grant or any later year and shall not be included in, nor have any effect on, the determination of employment-related rights or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without limitation, severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms of such plan or arrangement or by the Company Group. The benefits provided pursuant to the RSUs are in no way secured, guaranteed or warranted by Company Group.
	(2)	The RSUs are awarded to the Participant by virtue of the Participant’s employment with, and services performed for, the Company Group. The Plan Documents do not constitute an employment agreement. Nothing in the Plan Documents shall modify the terms of the Participant’s employment, including, without limitation, the Participant’s status as an “at will” employee of the Company Group, if applicable.
	(3)	Subject to the terms of the Employment Agreement, the Company reserves the right to change the terms and conditions of the Participant’s employment, including the division, subsidiary or department in which the Participant is employed. None of the Plan Documents, the grant of RSUs, nor any action taken or omitted to be taken under the Plan Documents shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company Group, or to interfere with or to limit in any way the right of the Company Group to terminate the Participant’s employment at any time. Moreover, the Separation from Service provisions set forth in Section C only apply to the treatment of the RSUs in the specified circumstances and shall not otherwise affect the Participant’s employment relationship. By accepting this Award Agreement, the Participant waives any and all rights to compensation or damages in consequence of the termination of the Participant’s office or employment for any reason whatsoever insofar as those rights arise or may arise from the Participant’s ceasing to have rights under, or be entitled to receive payment in respect of, the RSUs as a result of such termination, or from the loss or diminution in value of such rights or entitlements. This

		waiver applies whether or not such termination amounts to a wrongful discharge or unfair dismissal.
(I)	Miscellaneous
	(1)	It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.
	(2)	The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or modify this Award Agreement at any time; provided, however, that no termination, amendment, modification or suspension shall materially and adversely alter or impair the rights of the Participant under this Award Agreement, without the Participant’s written consent.
	(3)	If any provision of the Plan Documents would, in the reasonable good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of a penalty tax under Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”), the Committee may modify the terms of the Plan Documents, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax. Notwithstanding anything to the contrary in the Plan Documents, to the extent that the Participant is a “Specified Employee” (within the meaning of the Committee’s established methodology for determining “Specified Employees” for purposes of Section 409A), no payment or distribution of any amounts with respect to the RSUs that are subject to Section 409A may be made before the first business day following the six (6) month anniversary from the Participant’s Separation from Service from the Company Group or, if earlier, the date of the Participant’s death.
	(4)	Delivery of the Shares underlying the RSUs or payment in cash, as applicable, upon settlement is subject to the Participant satisfying all applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation). The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the RSUs or otherwise, or (ii) require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law. Further, the Company may permit or require the Participant to satisfy, in

		whole or in part, the tax obligations by withholding Shares that would otherwise be received upon settlement of the RSUs.
	(5)	This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising his or her rights under this Award Agreement.
	(6)	Any notice required by the terms of the Plan or this Award Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit in the mail, by registered or certified mail. Notice to the Company shall be delivered to CIT Group Inc., Human Resources Department, 1 CIT Drive, Livingston, New Jersey 07039 and to the Participant at the address that the Participant has most recently provided to the Company; provided, however, that the Company may provide notices to the Participant by Company-email, intranet postings or other electronic means that are generally used for Company employee communications.
	(7)	Nothing in the Plan or this Award Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the RSUs. The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the RSUs.
	(8)	All obligations of the Company under the Plan and this Award Agreement, with respect to the Awards, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
	(9)	To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.
(J)	Acceptance of Award. The Participant acknowledges his or her understanding and acceptance of the terms and conditions of the Plan Documents. Acceptance of the RSUs requires no action on the part of the Participant. If the Participant, however, desires to refuse the Award, the Participant must notify the Company in writing in accordance with Section I(6) of this Award Agreement no later than thirty (30) days after receipt of this Award Agreement. If the Participant refuses the Award he or she will

not be entitled to any additional compensation or remuneration in replacement of the Award. If the Participant does not refuse the Award, the Participant will be deemed to agree to all of the terms of the Award.

     IN WITNESS WHEREOF, this Award Agreement and the accompanying International Supplement, if applicable, have been executed by the Company by one of its duly authorized officers as of the Date of Award.

CIT Group Inc.
By	______________________
	Name: Title:

Executive Severance Plan Participants

CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock Unit Award Agreement

“Participant”:

“Date of Award”: [____________ ], 2008

     This Award Agreement, effective as of the Date of Award set forth above, sets forth the grant of Restricted Stock Units (“RSUs”) by CIT Group Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

     The parties hereto agree as follows:

(A)	Grant of RSUs. The Company hereby grants to the Participant [NUMBER] RSUs, subject to the terms and conditions of the Plan and this Award Agreement. Each RSU represents the unsecured right to receive one Share in the future. The Participant shall not be required to pay any additional consideration for the issuance of the Shares upon settlement of the RSUs.
(B)	Vesting and Settlement of RSUs.
	(1)	Subject to the Participant’s continued employment with the Company and its Subsidiaries (the “Company Group”), one hundred percent (100%) of the RSUs shall vest in full on December 31, 2010 (the “Vesting Date”).
	(2)	Each vested RSU shall be settled through the delivery of one Share within thirty (30) days following the Vesting Date (the “Settlement Date”).
	(3)	The Shares delivered to the Participant on the Settlement Date (or such earlier date determined in accordance with Section C) shall not be subject to transfer restrictions and shall be fully paid, non- assessable and registered in the Participant’s name.
	(4)	If, after the Date of Award and prior to the Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of RSUs. The dividend equivalents shall be paid in

		cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to the Settlement Date for any reason set forth in Sections C(1) or C(2) of this Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections C(1), C(2) or D, as applicable. If the Participant’s employment terminates prior to the Settlement Date for any reason set forth in Section C(3), any accrued and unpaid dividend equivalents shall be forfeited.
	(5)	In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the Vesting Date or, in the case of settlement in accordance with Sections C(1), C(2) or D, as applicable, the date of the Participant’s Separation from Service or the effective date of the Change in Control. Settlement under this Section B(5) shall be made at the time specified under Sections B(2) or (4), C(1) or (2), or D, as applicable.
(C)	Separation from Service.
	(1)	If, after the Date of Award and prior to the Settlement Date, the Participant incurs a “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) from the Company Group due to the Participant’s death or Disability (as defined below), the RSUs shall vest immediately and shall settle through the delivery of one Share within thirty (30) days following the Participant’s Separation from Service. “Disability” shall have the meaning ascribed thereto under the Company’s long-term disability plan or policy applicable to the Participant, as in effect from time to time, or, in the event the Company has no long-term disability plan or policy, “Disability” shall have the same meaning as defined in the Company’s applicable long-term disability plan or policy last in effect prior to the first date a Participant suffers from such Disability.
	(2)	If, after the Date of Award and prior to the Settlement Date, the Participant incurs a Separation from Service from the Company Group due to the Participant’s (a) Retirement, (b) RIF Termination (each, as defined below), (c) resignation for “Good Reason” or (d) termination without “Cause” (each as defined in the Company’s Executive Severance Plan, as amended from time to time), a prorated portion of the RSUs shall vest immediately, in proportion

		to the number of months during the period commencing on January 1, 2008, and ending on the last day of the calendar month in which such termination occurs, divided by 36. “Retirement” is defined as either (i) a Participant’s election to retire upon or after attaining his or her “Normal Retirement Age”; or (ii) a Participant’s election to retire upon (A) completing at least a 10-year “Period of Benefit Service” and (B) having either (1) attained age 55, or (2) incurred an “Eligible Termination” and, at the time of such “Eligible Termination,” having attained age 54. The terms “Normal Retirement Age,” “Period of Benefit Service” and “Eligible Termination” shall have the meaning as defined in the Retirement Plan. A “RIF Termination” shall mean the Participant’s Separation from Service, initiated by the Company, as a result of a reduction in force, corporate downsizing, change in operations, permanent and complete facility relocation or closing, or other similar job elimination.
	(3)	If, prior to the Vesting Date, the Participant’s employment with the Company Group terminates for any reason other than as set forth in Sections C(1) or C(2), the unvested RSUs shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive any payments with respect to, the RSUs including, without limitation, dividend equivalents pursuant to Section B(4).
(D)	Change of Control. Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary, if, prior to the Settlement Date, a Change of Control occurs, the RSUs shall vest and settle immediately upon the effective date of the Change of Control.
(E)	Transferability. RSUs are not transferable other than by last will and testament, by the laws of descent and distribution pursuant to a domestic relations order, or as otherwise permitted under Section 12 of the Plan. Further, except as set forth in Section 12(b) of the Plan, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s legal guardian or representative.
(F)	Incorporation of Plan; International Supplement
	(1)	If the Participant is employed outside of the United States, the Participant will receive an “International Supplement” that contains supplemental terms and conditions with respect to the RSUs depending on the country in which the Participant is employed. This Award Agreement should be read in conjunction with the International Supplement, if applicable, in order for the Participant to understand all of the terms and conditions applicable

		to the RSUs. In the event of any conflict or inconsistency between the International Supplement and this Award Agreement, the International Supplement shall govern and this Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency. The Plan, this Award Agreement and the International Supplement are collectively referred to as the “Plan Documents.”
	(2)	The Plan provides a complete description of the terms and conditions governing all Awards granted thereunder and is incorporated into this Award Agreement by reference. Both this Award Agreement and the International Supplement, if applicable, as well as the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt under the Plan. If there is any inconsistency between the terms of either this Award Agreement or the International Supplement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement or the International Supplement, as applicable.
(G)	Data Protection.
	(1)	In order to facilitate the administration of the Plan as well as all of the rights attached to the RSUs, the Participant acknowledges that his or her employer may need to collect personal information and the Participant agrees to provide such personal information on request. The Participant’s employer may also need to process such personal information and from time to time, make it available to the Company, its Subsidiaries or third parties on their behalf for processing including, without limitation, the Company’s banking, accounting, legal, human resources, compensation and/or technical advisors, some of which are situated outside of the Participant’s country (including companies and/or third parties which are situated in countries outside of the European Economic Area which may not have data privacy laws which are viewed as adequate within the meaning of the EU Directive 95/46). For this purpose, by accepting the RSUs, the Participant agrees to such processing, release and transfer of the Participant’s personal information. The personal information will remain strictly confidential, will be used only for the administration of Awards granted under the Plan, and will only be kept on file for the duration of the Plan. The Participant has a right to access, correct and update the Participant’s personal information at any time by contacting his or her employer.

(H)	No Entitlements
	(1)	The RSUs are discretionary awards. The Plan Documents do not confer on the Participant any right or entitlement to receive compensation or bonus in any specific amount for any future fiscal year (including, without limitation, any grants of future Awards under the Plan) and do not impact in any way the Company Group’s determination of the amount, if any, of the Participant’s compensation or bonus. The RSUs do not constitute salary, wages, regular compensation, recurrent compensation or contractual compensation for the year of grant or any later year and shall not be included in, nor have any effect on, the determination of employment-related rights or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without limitation, severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms of such plan or arrangement or by the Company Group. The benefits provided pursuant to the RSUs are in no way secured, guaranteed or warranted by Company Group.
	(2)	The RSUs are awarded to the Participant by virtue of the Participant’s employment with, and services performed for, the Company Group. The Plan Documents do not constitute an employment agreement. Nothing in the Plan Documents shall modify the terms of the Participant’s employment, including, without limitation, the Participant’s status as an “at will” employee of the Company Group, if applicable.
	(3)	Subject to the terms of the Executive Severance Plan, the Company reserves the right to change the terms and conditions of the Participant’s employment, including the division, subsidiary or department in which the Participant is employed. None of the Plan Documents, the grant of RSUs, nor any action taken or omitted to be taken under the Plan Documents shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company Group, or to interfere with or to limit in any way the right of the Company Group to terminate the Participant’s employment at any time. Moreover, the Separation from Service provisions set forth in Section C only apply to the treatment of the RSUs in the specified circumstances and shall not otherwise affect the Participant’s employment relationship. By accepting this Award Agreement, the Participant waives any and all rights to compensation or damages in consequence of the termination of the Participant’s office or employment for any reason whatsoever insofar as those rights arise or may arise from the Participant’s ceasing to have rights under, or be entitled to receive payment in respect of, the RSUs as a result of such termination, or from the loss or diminution in value of such rights or entitlements. This

		waiver applies whether or not such termination amounts to a wrongful discharge or unfair dismissal.
(I)	Miscellaneous
	(1)	It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.
	(2)	The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or modify this Award Agreement at any time; provided, however, that no termination, amendment, modification or suspension shall materially and adversely alter or impair the rights of the Participant under this Award Agreement, without the Participant’s written consent.
	(3)	If any provision of the Plan Documents would, in the reasonable good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of a penalty tax under Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”), the Committee may modify the terms of the Plan Documents, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax. Notwithstanding anything to the contrary in the Plan Documents, to the extent that the Participant is a “Specified Employee” (within the meaning of the Committee’s established methodology for determining “Specified Employees” for purposes of Section 409A), no payment or distribution of any amounts with respect to the RSUs that are subject to Section 409A may be made before the first business day following the six (6) month anniversary from the Participant’s Separation from Service from the Company Group or, if earlier, the date of the Participant’s death.
	(4)	Delivery of the Shares underlying the RSUs or payment in cash, as applicable, upon settlement is subject to the Participant satisfying all applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation). The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the RSUs or otherwise, or (ii) require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law. Further, the Company may permit or require the Participant to satisfy, in

		whole or in part, the tax obligations by withholding Shares that would otherwise be received upon settlement of the RSUs.
	(5)	This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising his or her rights under this Award Agreement.
	(6)	Any notice required by the terms of the Plan or this Award Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit in the mail, by registered or certified mail. Notice to the Company shall be delivered to CIT Group Inc., Human Resources Department, 1 CIT Drive, Livingston, New Jersey 07039 and to the Participant at the address that the Participant has most recently provided to the Company; provided, however, that the Company may provide notices to the Participant by Company-email, intranet postings or other electronic means that are generally used for Company employee communications.
	(7)	Nothing in the Plan or this Award Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the RSUs. The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the RSUs.
	(8)	All obligations of the Company under the Plan and this Award Agreement, with respect to the Awards, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
	(9)	To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.
(J)	Acceptance of Award. The Participant acknowledges his or her understanding and acceptance of the terms and conditions of the Plan Documents. Acceptance of the RSUs requires no action on the part of the Participant. If the Participant, however, desires to refuse the Award, the Participant must notify the Company in writing in accordance with Section I(6) of this Award Agreement no later than thirty (30) days after receipt of this Award Agreement. If the Participant refuses the Award he or she will

not be entitled to any additional compensation or remuneration in replacement of the Award. If the Participant does not refuse the Award, the Participant will be deemed to agree to all of the terms of the Award.

     IN WITNESS WHEREOF, this Award Agreement and the accompanying International Supplement, if applicable, have been executed by the Company by one of its duly authorized officers as of the Date of Award.

CIT Group Inc.
By	______________________
	Name: Title:

EX-10.26

Exhibit 10.26

Employment Contracts/Executive
Severance Plan Participants

CIT Group Inc.
Long-Term Incentive Plan
Performance-Accelerated Restricted Shares
Award Agreement

“Participant”:

“Date of Award”: [____________], 2008

     This Award Agreement, effective as of the Date of Award set forth above, sets forth the grant of shares of Restricted Common Stock (“Restricted Shares”) by CIT Group Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

     The parties hereto agree as follows:

(A)	Grant of Restricted Shares. The Company hereby grants to the Participant [______ ] Restricted Shares, subject to the terms and conditions of the Plan and this Award Agreement, including the transfer restrictions set forth in Section E and the cancellation provisions set forth in Section C.
(B)	Vesting of Restricted Shares.
	(1)	Within 90 days after the commencement of each of the Company’s 2009 and 2010 fiscal years, the Committee shall establish one or more Performance Targets, which may include, without limitation, growth in earnings per share, growth in net assets, and/or average return on equity, in each case, for the relevant fiscal year. Subject to the Participant’s continued employment with the Company and its Subsidiaries (the “Company Group”), the Restricted Shares shall vest on December 31, 2010, as follows: (a) 50% of the Restricted Shares shall vest if the Performance Target(s) are achieved for the 2009 fiscal year; and (b) the remaining 50% of the Restricted Shares shall vest if the Performance Target(s) are achieved for the 2010 fiscal year.

	(2)	Except as otherwise provided in Section B(1), subject to the Participant’s continued employment with the Company Group, 100% of the Restricted Shares shall vest on December 31, 2012 (the “Scheduled Vesting Date”).
	(3)	Upon vesting, the Restricted Shares shall no longer be subject to the transfer restrictions pursuant to Section E or cancellation pursuant to Section C.
(C)	Termination of Employment.
	(1)	If, after the Date of Award and prior to the Scheduled Vesting Date, the Participant’s employment with the Company Group terminates due to the Participant’s death or Disability (as defined below), then, to the extent not already vested in accordance with Section B(1), all of the Restricted Shares shall vest immediately. “Disability” shall have the meaning ascribed thereto under the Company’s long-term disability plan or policy applicable to the Participant, as in effect from time to time, or, in the event the Company has no long-term disability plan or policy, “Disability” shall have the same meaning as defined in the Company’s applicable long-term disability plan or policy last in effect prior to the first date a Participant suffers from such Disability.
	(2)	If, (a) on or after December 31, 2010 and prior to the Scheduled Vesting Date, the Participant’s employment with the Company Group is terminated by the Participant due to Retirement (as defined below), or (b) after the Date of the Award and prior to December 31, 2010, the Participant’s employment is so terminated with the consent of the Committee, then, to the extent not already vested in accordance with Section B(1), a prorated number of the Restricted Shares shall vest immediately, in proportion to the number of completed years during the period commencing on January 1, 2008, and ending on the date of such termination, divided by five. “Retirement” is defined as either (i) a Participant’s election to retire upon attaining his or her “Normal Retirement Age”; or (ii) a Participant’s election to retire upon (A) completing at least a 10-year “Period of Benefit Service” and (B) having either (1) attained age 55, or (2) incurred an “Eligible Termination” and, at the time of such “Eligible Termination,” having attained age 54. The terms “Normal Retirement Age,” “Period of Benefit Service” and “Eligible Termination” shall have the meaning as defined in the Retirement Plan.
	(3)	If, after the Date of Award and prior to the Scheduled Vesting Date, the Participant’s employment with the Company Group is terminated (a) by the Company Group in a RIF Termination (as

defined below), or (b) by the Participant for “Good Reason” or by the Company Group without “Cause” (each as defined in the applicable employment agreement between the Participant and the Company (the “Employment Agreement”), or, if none, the Company’s Executive Severance Plan, as amended from time to time (the “Executive Severance Plan”)), then, to the extent not already vested in accordance with Section B(1), a prorated number of the Restricted Shares shall vest immediately, in proportion to the number of months during the period commencing on January 1, 2008, and ending on the last day of the calendar month in which such termination occurs, divided by 60. A “RIF Termination” shall mean the Participant’s termination of employment, initiated by the Company, as a result of a reduction in force, corporate downsizing, change in operations, permanent and complete facility relocation or closing, or other similar job elimination.

(4)

If, prior to the Scheduled Vesting Date, the Participant’s employment with the Company Group terminates for any reason other than as set forth in Sections C(1), C(2) or C(3), to the extent not already vested in accordance with Sections B(1) or (D), the Restricted Shares shall be cancelled immediately and the Participant shall immediately forfeit any rights to the Restricted Shares.

(D)	Change of Control. Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary, if, prior to the Scheduled Vesting Date, a Change of Control occurs, then, to the extent not already vested in accordance with Sections B(1) or C(1), C(2) or C(3), the Restricted Shares shall immediately vest upon the effective date of the Change of Control.
(E)	Transferability. The Restricted Shares are not transferable other than by last will and testament, by the laws of descent and distribution pursuant to a domestic relations order, or as otherwise permitted under Section 12 of the Plan. Further, except as set forth in Section 12(b) of the Plan, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s legal guardian or representative.
(F)	Rights as a Stockholder. Subject to the restrictions set forth in the Plan and this Award Agreement, the Participant shall have, with respect to the Restricted Shares, all the rights of a stockholder of the Company, including, if applicable, (1) the right to vote the Restricted Shares, and (2) if, after the Date of Award and prior to the Scheduled Vesting Date, dividends with respect to Shares are declared or paid by the Company, to

	receive any dividends on the Restricted Shares at the same time as the distribution of dividends to other stockholders.
(G)	Share Certificates.
	(1)	The certificate representing the Shares covered by the Restricted Shares shall be held in custody by the Company until the restrictions thereon shall have lapsed. As a condition of the award of Restricted Shares, the Participant shall deliver to the Company a stock power, endorsed in blank, relating to such Shares. The Committee may cause a legend or legends to be put on the certificate to make appropriate reference to such restrictions as the Committee may deem advisable under the Plan or as may be required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange that lists the Shares, and any applicable federal or state laws.
	(2)	The Company may, in its sole discretion, provide for a book entry with the Company’s Registrar and Transfer Agent on behalf of the Participant with respect to the Restricted Shares, in lieu of issuing a stock certificate to the Participant for all or a portion of the period beginning on the Date of the Award and ending on the date upon which the restrictions upon the Restricted Shares lapses; provided, that the Restricted Shares represented by the book entry shall be (i) deemed to be held in custody by the Company until the restrictions thereon shall have lapsed and (ii) subject to the terms and conditions (including transfer restrictions and cancellation provisions) of this Award Agreement and the Plan.
(H)	Incorporation of Plan. The Plan provides a complete description of the terms and conditions governing all Awards granted thereunder and is incorporated into this Award Agreement by reference. This Award Agreement and the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt under the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement. The Plan and this Award Agreement are collectively referred to as the “Plan Documents.”
(I)	No Entitlements
	(1)	The Restricted Shares are discretionary awards. The Plan Documents do not confer on the Participant any right or entitlement to receive compensation or bonus in any specific amount for any future fiscal year (including, without limitation,

	any grants of future Awards under the Plan) and do not impact in any way the Company Group’s determination of the amount, if any, of the Participant’s compensation or bonus. The Restricted Shares do not constitute salary, wages, regular compensation, recurrent compensation or contractual compensation for the year of grant or any later year and shall not be included in, nor have any effect on, the determination of employment-related rights or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without limitation, severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms of such plan or arrangement or by the Company Group. The benefits provided pursuant to the Restricted Shares are in no way secured, guaranteed or warranted by Company Group.
(2)	The Restricted Shares are awarded to the Participant by virtue of the Participant’s employment with, and services performed for, the Company Group. The Plan Documents do not constitute an employment agreement. Nothing in the Plan Documents shall modify the terms of the Participant’s employment, including, without limitation, the Participant’s status as an “at will” employee of the Company Group, if applicable.
(3)	Subject to the terms of the Employment Agreement or the Executive Severance Plan, as applicable to the Participant, the Company reserves the right to change the terms and conditions of the Participant’s employment, including the division, subsidiary or department in which the Participant is employed. None of the Plan Documents, the grant of Restricted Shares, nor any action taken or omitted to be taken under the Plan Documents shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company Group, or to interfere with or to limit in any way the right of the Company Group to terminate the Participant’s employment at any time. Moreover, the termination of employment provisions set forth in Section C only apply to the treatment of the Restricted Shares in the specified circumstances and shall not otherwise affect the Participant’s employment relationship. By accepting this Award Agreement, the Participant waives any and all rights to compensation or damages in consequence of the termination of the Participant’s office or employment for any reason whatsoever insofar as those rights arise or may arise from the Participant’s ceasing to have rights under, or be entitled to receive payment in respect of, the Restricted Shares as a result of such termination, or from the loss or diminution in value of such rights or entitlements. This waiver applies whether or not such termination amounts to a wrongful discharge or unfair dismissal.

(J)	Miscellaneous.
	(1)	It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.
	(2)	The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or modify this Award Agreement at any time; provided, however, that no termination, amendment, modification or suspension shall materially and adversely alter or impair the rights of the Participant under this Award Agreement, without the Participant’s written consent.
	(3)	Shares of Restricted Stock are intended not to be subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”). Notwithstanding the forgoing or any provision of the Plan or this Award Agreement, if any provision of the Plan Documents would, in the reasonable good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of a penalty tax under Section 409A, the Committee may modify the terms of the Plan Documents, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax.
	(4)	Vesting of the Restricted Shares shall be subject to the Participant satisfying all applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation). The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant in connection with the Restricted Shares or otherwise, or (ii) require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law. Further, the Company may permit or require the Participant to satisfy, in whole or in part, the tax obligations by withholding Shares that would otherwise be received upon vesting of the Restricted Shares, or may cancel a sufficient number of unvested Restricted Shares in satisfaction of any applicable taxes required by law.
	(5)	This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to

		take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising his or her rights under this Award Agreement.
	(6)	Any notice required by the terms of the Plan or this Award Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit in the mail, by registered or certified mail. Notice to the Company shall be delivered to CIT Group Inc., Human Resources Department, 1 CIT Drive, Livingston, New Jersey 07039 and to the Participant at the address that the Participant has most recently provided to the Company; provided, however, that the Company may provide notices to the Participant by Company-email, intranet postings or other electronic means that are generally used for Company employee communications.
	(7)	Nothing in the Plan or this Award Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the Restricted Shares. The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the Restricted Shares.
	(8)	All obligations of the Company under the Plan and this Award Agreement, with respect to the Awards, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
	(9)	To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.
(K)	Acceptance of Award. The Participant acknowledges his or her understanding and acceptance of the terms and conditions of the Plan Documents. Acceptance of the Restricted Shares requires no action on the part of the Participant. If the Participant, however, desires to refuse the Award, the Participant must notify the Company in writing in accordance with Section J(6) of this Award Agreement no later than thirty (30) days after receipt of this Award Agreement. If the Participant refuses the Award, he or she will not be entitled to any additional compensation or remuneration in replacement of the Award. If the Participant does not refuse the Award, the Participant will be deemed to agree to all of the terms of the Award.

     IN WITNESS WHEREOF, this Award Agreement has been executed by the Company by one of its duly authorized officers as of the Date of Award.

CIT Group Inc.
By	______________________
	Name: Title:

EX-10.27

Exhibit 10.27

CIT GROUP INC.

SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated Effective as of January 1, 2008)

CIT GROUP INC.
SUPPLEMENTAL RETIREMENT PLAN

Table of Contents

	Page
Article 1. Purpose	3
Article 2. Definitions	3
Article 3. Administration	5
Article 4. Participation; Supplemental Retirement and Death Benefits	6
Article 5. Source and Payment of Supplemental Retirement Benefits	10
Article 6. Amendment and Termination	11
Article 7. Claims procedures	12
Article 8. Miscellaneous	13

CIT GROUP INC.
SUPPLEMENTAL RETIREMENT PLAN

ARTICLE 1.

PURPOSE

            CIT Group Inc. adopted the Plan effective as of January 1, 1990. The Plan was last amended and restated as of January 1, 2005.

            The Plan is hereby amended and restated as set forth herein, effective as of January 1, 2008. Unless otherwise expressly provided herein, the rights of any person who had a Separation from Service, died or retired on or before January 1, 2008, shall be determined solely under the terms of the Plan in effect on the date of such person’s Separation from Service, death or retirement.

            The purpose of the Plan is to establish a means of providing unfunded benefits to certain eligible employees and their beneficiaries, which are in excess of the limitations imposed on the Retirement Plan by Sections 401(a)(17) and 415 of the Code.

            The Plan is intended to constitute an excess benefit plan and an unfunded deferred compensation plan for a select group of management and highly compensated employees within the meaning of the ERISA.

ARTICLE 2.

DEFINITIONS

            When used herein the following terms shall have the meanings set forth below. Capitalized words that are not defined herein have the meanings assigned to such words in the Retirement Plan.

     2.1. “Beneficiary” means the person entitled to receive benefits, if any, under the terms of the Retirement Plan following a Member’s Separation from Service due to death; provided, however, that, for all purposes under this Plan, the Beneficiary of a Traditional Member who is married at the time of death shall be the Traditional Member’s Spouse (as determined under the Retirement Plan).

     2.2. “Board” means the Board of Directors of the Company or any committee thereof which may be delegated responsibility with respect to the Plan.

     2.3. “CB Member” means a Member whose accrued benefit under the Retirement Plan is determined under the Cash Balance Account formula of the Retirement Plan.

     2.4. “Code” means the Internal Revenue Code of 1986, as amended, and the applicable rulings and regulations thereunder.

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     2.5. “Code Limits” means Sections 401(a)(17) and 415 of the Code and any other provisions of the Code which, in the Committee’s determination, limit the amount of benefits which a Member may accrue under the Retirement Plan.

     2.6. “Committee” means the “Employee Benefit Plans Committee,” as defined in the Retirement Plan.

     2.7. “Company” means CIT Group Inc. or any successor thereto.

     2.8. “Deferred Compensation Plan” means the CIT Group Inc. Deferred Compensation Plan, as the same may be amended from time to time.

     2.9. “Employer” means the Company and any Affiliate that, with the consent of the Board, adopts the Plan.

     2.10. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the applicable rulings and regulations thereunder.

     2.11. “Member” means an employee of an Employer who is participating in the Plan, including a CB Member and a Traditional Member.

     2.12. “Payment Date” means, as applied to a Member and subject to Section 6.3, the first day of the fourth month following the month in which occurs the date of the Member’s Separation from Service.

     2.13. “Plan” means the CIT Group Inc. Supplemental Retirement Plan (previously known as The CIT Group Holdings, Inc. Supplemental Retirement Plan prior to January 1, 2005), as the same may be amended from time to time.

     2.14. “Retirement Plan” means CIT Group Inc. Retirement Plan, as the same may be amended from time to time.

     2.15. “Separation from Service” means a Member’s “separation from service” from the Company and each of its Affiliates, as determined under the default provisions included in the applicable Treasury Regulations issued under of Section 409A of the Code.

     2.16. “Specified Benefit Form” means (i) for a Member who is married to a Spouse for purposes of the Retirement Plan as of the date of the Member’s Separation from Service, a 50% qualified joint and survivor annuity payable over the life of the Member and the Member’s Spouse and commencing as of the first day of the month following the month in which the date of the Member’s Separation from Service occurs; and (ii) for a Member who is not married to a Spouse for purposes of the Retirement Plan as of the date of the Member’s Separation from Service, a single life annuity payable over the life of the Member and commencing as of the first day of the month following the month in which the date of the Member’s Separation from Service occurs.

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     2.17. “Specified Employee” means an employee of the Company or its Affiliates who will be a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code determined in accordance with the uniform methodology and procedures adopted by the Committee.

     2.18. “Spouse” means, as of the date of determination, the individual of the opposite sex to whom the Member is married within the meaning of the laws of the jurisdiction of the Member’s domicile (including common law marriage under applicable state law), provided; however, that the marriage is recognized as valid under the laws of the United States. Unless otherwise specified herein, a man and a woman are married if their relationship is recognized as a marriage under the laws of the state or county in which the Member is domiciled and of the United States.

     2.19. “Supplemental Benefit” means the benefit, if any, payable to a Member or a Member’s Beneficiary in accordance with the provisions of the Plan.

     2.20. “Traditional Member” means a Member whose accrued benefit under the Retirement Plan is determined under the non-Cash Balance Account formula of the Retirement Plan.

ARTICLE 3.

ADMINISTRATION

     3.1. General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power: (i) subject to Section 4.1, to determine eligibility to participate in, and the amount of benefit to be provided to any Member under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; and (v) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Member, such member shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan.

     3.2. Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken

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by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee.

     3.3. Actions; Indemnification. The members of the Committee, the members of any other committee and any officer or employee of an Employer to whom responsibilities are delegated by the Committee shall not be liable for any actions or failure to act hereunder. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Committee (and each member thereof), the members of any other committee employed by an Employer and any officer or employee of an Employer to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the operation or administration of the Plan.

     3.4. Section 409A Grandfathering. The Supplemental Benefit payable to a Member who had a Separation from Service prior to January 1, 2005 shall be governed by the terms of the Plan in effect at the time of the Member’s Separation from Service, except that, in the case of a Member whose date of Separation from Service was after October 3, 2004 and prior to January 1, 2005, the Supplemental Benefit shall be determined in accordance with the terms of the Plan in effect on October 3, 2004.

ARTICLE 4.

PARTICIPATION; SUPPLEMENTAL RETIREMENT AND DEATH BENEFITS

     4.1. Covered Employees. The Plan shall cover employees of an Employer whose benefits under the Retirement Plan are limited by the Code Limits; provided, however, that the Committee shall have the discretion to exclude one or more employees or classes of employees from participation in the Plan to the extent the Committee determines that such action is necessary or advisable for the Plan to continue to be limited to a select group of management and highly compensated employees within the meaning of the ERISA. The Supplemental Benefit, if any, provided to a Member or a Member’s Beneficiary shall be determined in accordance with Section 4.2.

     4.2. Supplemental Benefit. A Supplemental Benefit shall be provided under the Plan to any Member (i) who has Separation from Service and (ii) who, at the time of such Separation from Service, has a vested and accrued benefit under the Retirement Plan. No Supplemental Benefit shall be payable under the Plan to any Member or to such Member’s Beneficiary if, at the time of the Member’s Separation from Service, the Member does not have a vested and accrued benefit under the Retirement Plan. The amount of the Supplemental Benefit shall be calculated as of the date of the Member’s Separation from Service as follows:

            (a) CB Members Who Do Not Qualify for Early or Normal Retirement. The Supplemental Benefit of a CB Member who, as of the date of the CB Member’s Separation from Service, does not qualify for immediate retirement under the early or normal retirement provisions of the Retirement Plan shall equal:

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            (i) The dollar value of the CB Member’s Cash Balance Account under the Retirement Plan as of the date of the CB Member’s Payment Date calculated, solely for purposes of this Plan, (I) as if the Code Limits did not apply to the calculation of such Cash Balance Account and (II) by including amounts attributable to voluntary salary or bonus deferrals by the CB Member under any Company-sponsored deferred compensation plan for the periods under the Retirement Plan applicable to the calculation of the CB Member’s Cash Balance Account; minus

            (ii) The dollar value of the Member’s Cash Balance Account as of the applicable Payment Date.

            (b) CB Members Who Qualify for Early or Normal Retirement. The Supplemental Benefit of a CB Member who, as of the date of such Member’s Separation from Service, qualifies for immediate retirement under the early or normal retirement provisions of the Retirement Plan shall equal:

            (i) The present value as of the Payment Date of the Specified Benefit Form that the Member would receive under the Retirement Plan if the Member had retired under the Retirement Plan as of the date of the Member’s Separation from Service calculated (I) as if the Code Limits did not apply to the calculation of the Member’s Accrued Benefit under the Retirement Plan and (II) by including amounts attributable to voluntary salary and bonus deferrals under any Company-sponsored deferred compensation plan for the periods under the Retirement Plan applicable to the calculation of the Member’s Accrued Benefit under the Retirement Plan; minus

            (ii) The present value of the Specified Benefit Form determined as of the Payment Date that the Member would receive under the Retirement Plan if the Member had retired under the Retirement Plan as of the date of the Member’s Separation from Service.

            (c) Traditional Members Who Qualify for Early or Normal Retirement. The Supplemental Benefit of a Traditional Member who, as of the date of such Member’s Separation from Service, qualifies for immediate retirement under the early or normal retirement provisions of the Retirement Plan shall equal:

            (i) The present value of the Specified Benefit Form that the Member would receive under the Retirement Plan if the Member had retired under the Retirement Plan as of the date of the Member’s Separation from Service calculated (I) as if the Code Limits did not apply to the calculation of the Member’s Accrued Benefit under the Retirement Plan and (II) by including amounts attributable to voluntary salary deferrals by the Traditional Member, under any Company-sponsored deferred compensation plan for the periods under the Retirement Plan applicable to the calculation of the Member’s Accrued Benefit under the Retirement Plan; minus

            (ii) The present value of the Specified Benefit Form determined as of the Payment Date that the Member would receive under the Retirement Plan if the Member had retired under the Retirement Plan as of the date of the Member’s Separation from Service; plus

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            (iii) Interest from the first day of the month following the Member’s Separation from Service to the Payment Date. Such interest shall be credited based on the annual interest rate used to determine Interest Credits under the Retirement Plan for each month within such period, compounded monthly.

            (d) Traditional Members Who Do Not Qualify for Early or Normal Retirement. The Supplemental Benefit of a Traditional Member who, as of the date of such Traditional Member’s Separation from Service, does not qualify for immediate retirement under the early or normal retirement provisions of the Retirement Plan shall equal:

            (i) The present value of the single-life annuity benefit that the Traditional Member would receive under the Retirement Plan commencing as of the Traditional Member’s Normal Retirement Age calculated (I) as if the Code Limits did not apply to the calculation of the Traditional Member’s Accrued Benefit under the Retirement Plan and (II) by including amounts attributable to voluntary salary deferrals by the Traditional Member under any Company-sponsored deferred compensation plan for the periods under the Retirement Plan applicable to the calculation of the Traditional Member’s Accrued Benefit under the Retirement Plan; minus

            (ii) The present value of the single-life annuity benefit payable to the Member under the Retirement Plan commencing at the Traditional Member’s Normal Retirement Age; plus

            (iii) Interest from the first day of the month following the Member’s Separation from Service to the Payment Date. Such interest shall be credited based on the annual interest rate used to determine Interest Credits under the Retirement Plan for each month within such period, compounded monthly.

            (e) All Members. The amount calculated for a Member under paragraph (b) or (c) of this Section 4.2 shall be increased by the amount, if any, of the Member’s account under the CIT Group Inc. Supplemental Savings Plan attributable to the Member’s Flexible Retirement Contribution Account under the CIT Group Inc. Savings Incentive Plan, but only if, in computing the Member’s Retirement Plan benefit, the amount of the Flexible Retirement Contribution Account reduces the Member’s Retirement Plan benefit.

     4.3. Additional Benefits. The Committee may, in its sole discretion, in addition to the benefits payable under Section 4.2, if any, authorize payments of additional unfunded benefits to a Member pursuant to a formula negotiated in good faith between, and agreed to by, the Member and the Employer or specified in any plan or arrangement of the Company applicable to the Member. In addition, the Supplemental Benefit of a Member shall be increased by the accrual that the Member would have earned under the Retirement Plan in respect of any cash compensation paid to the Member from an Employer in the year following the year in which the Member’s Separation from Service occurs, but only to the extent that the Committee determines in good faith that it is not permissible or advisable under the provisions of the Code applicable to the Retirement Plan to take such compensation into account in calculating the Member’s benefit under the Retirement Plan.

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     4.4. Death in Service.

            (a) Traditional Members. No Supplemental Benefit will be payable under the Plan if a Traditional Member incurs a Separation from Service as a result of the Member’s death and, at the time of death, the Traditional Member is not married to a Spouse. If a Traditional Member incurs a Separation from Service as a result of the Member’s death and, at the time of death, the Traditional Member is married to a Spouse, the death benefit payable to the Spouse shall be determined as follows:

            (i) Traditional Members Who Qualify for Early or Normal Retirement. The death benefit payble upon the death of a Traditional Member who is married to a Spouse and who qualifies for immediate retirement under the early or normal retirement provisions of the Retirement Plan shall equal:

            (1) The present value of the survivor’s benefit that would be paid under the Specified Benefit Form that the Spouse would receive under the Retirement Plan if the Member had retired under the Retirement Plan as of the date of the Member’s Separation from Service calculated (I) as if the Code Limits did not apply to the calculation of the Member’s Accrued Benefit under the Retirement Plan and (II) by including amounts attributable to (X) in the case of a Traditional Member, voluntary salary deferrals by the Traditional Member, under any Company-sponsored deferred compensation plan for the periods under the Retirement Plan applicable to the calculation of the Member’s Accrued Benefit under the Retirement Plan; minus

            (2) The present value of the survivor’s benefit that would be paid under the Specified Benefit Form that the Spouse would receive under the Retirement Plan if the Member had retired under the Retirement Plan as of the date of the Member’s Separation from Service.

            (ii) Traditional Members Who Do Not Qualify for Early or Normal Retirement. The death benefit payable upon the death of a Traditional Member who is married to a Spouse and who does not qualify for immediate retirement under the early or normal retirement provisions of the Retirement Plan shall equal:

            (1) The present value of the survivor’s benefit that would be paid under the Specified Benefit Form that the Spouse would receive under the Retirement Plan commencing as of the Traditional Member’s Normal Retirement Age calculated (I) as if the Code Limits did not apply to the calculation of the Traditional Member’s Accrued Benefit under the Retirement Plan and (II) by including amounts attributable to voluntary salary deferrals by the Traditional Member under any Company-sponsored deferred compensation plan for the periods under the Retirement Plan applicable to the calculation of the Traditional Member’s Accrued Benefit under the Retirement Plan; minus

            (2) The present value of the survivor’s benefit that would be paid under the Specified Benefit Form to the Spouse under the Retirement Plan commencing at the Traditional Member’s Normal Retirement Age.

            (b) CB Members. If a CB Member incurs a Separation from Service as a result of the Member’s death, the death benefit payable to the Member’s Beneficiary shall be equal to 100% of the Supplemental Benefit that would have been payable to the CB Member

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under Section 4.2 if the CB Member had incurred a Separation from Service (other than by reason of death) on the CB Member’s date of death.

     4.5. Actuarial Assumptions. For purposes of this Article IV, present value of a benefit shall mean the Actuarial Equivalent lump sum value of such benefit.

ARTICLE 5.

SOURCE AND PAYMENT OF SUPPLEMENTAL RETIREMENT BENEFITS

     5.1. Payment and Payment Date. Subject to Section 5.4, the Employer shall pay the Supplemental Benefit to which a Member is entitled under the Plan in a cash lump-sum on the Member’s Payment Date. In the event of the Member’s death, the Employer shall pay the Member’s Beneficiary, if any, the Supplemental Benefit to which such Beneficiary is entitled under the Plan in a cash lump-sum on the Payment Date applicable to the Member.

     5.2. Employer Obligation. Payment of the Supplemental Benefit shall be made by the Member’s Employer. If the Supplemental Benefit becomes payable to, or in respect of, a Member whose service included employment with more than one Employer, the Committee may allocate the payment obligation for the Supplemental Benefit to one Employer or between or among each such Employer.

     5.3. Unfunded Plan. All payments under the Plan shall be made from the general assets of the Employer making the payment. No assets of the Employer shall be segregated or earmarked to represent the liability for accrued Supplemental Benefits. The rights of any person to receive benefits under the Plan shall be only those of a general unsecured creditor. Notwithstanding the foregoing, nothing herein shall be construed to prevent the transfer of funds to a trust for the purpose of paying benefits hereunder, subject to compliance with Section 409A of the Code.

     5.4. Deferred Payment. If permitted by the Committee, effective on and after July 1, 2006, a Member may elect to defer receipt of all or a portion (not less than 25%) of the Supplemental Benefit to which the Member is entitled under the Plan provided that such election is filed at least 12 months before the Member’s Payment Date under the Plan (determined as if this deferral election had not been made). Any such election must provide that the Supplemental Benefit will be deferred for at least five years from the Member’s Payment Date in the form, and submitted in accordance with the requirements, in the Deferred Compensation Plan. Once a valid election becomes irrevocable, in accordance with the terms and conditions of the Deferred Compensation Plan, the Member’s Supplemental Benefit shall be payable at the time and in the form elected in accordance with the terms and conditions of the Deferred Compensation Plan, and the Company’s obligation to pay the Member’s Supplemental Benefit under this Plan shall cease.

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ARTICLE 6.

AMENDMENT AND TERMINATION

     6.1. Amendment. The Board may amend the Plan in any respect and at any time; provided, however, that no such amendment shall have the effect of reducing the accrued Supplemental Benefit under Article 4 of any Member. The accrued Supplemental Benefit at the time of any amendment or Plan termination (as described in Section 6.2) is the amount contingently payable under Article 4, if all factors used in determining the benefit of a Member remained constant until the date the Supplemental Benefit is paid, but subject to diminution resulting from any subsequent increases in a Member’s benefit under the Retirement Plan. Notwithstanding the foregoing, any amendment to the Plan which (i) is necessary or advisable to effect changes approved by the Board, (ii) makes changes required by applicable law, (iii) adopts technical or clarifying amendments or (iv) does not in any significant respect increase benefits or cost to the Company may be made by the Committee.

     6.2. Termination. The Board may terminate the Plan at any time. In the event of a Plan termination (whether through an amendment to the Plan or otherwise), each Member shall be fully vested in such Member’s accrued Supplemental Benefit as of the date of the termination of the Plan. In the event of a termination of the Plan, the accrued Supplemental Benefit of a Member shall be paid either (a) following a Member’s Separation from Service or, if applicable, the Member’s death, in accordance with the terms of the Plan; or (b) if the Board so elects, on a date following the termination of the Plan specified by the Board, but only to the extent that such accelerated payment results in Section 409A Compliance.

     6.3. Section 409A Compliance. Effective for Terminations of Employment occurring on or after the Effective Date, if, at the time of the Member’s Separation from Service, the Member is a Specified Employee, then, solely to the extent necessary for Section 409A Compliance (as defined below), any amounts payable to the Member under the Plan during the period beginning on the date of the Member’s Separation from Service and ending on the six-month anniversary of such date shall be delayed and not paid to the Member until the first business day following such sixth-month anniversary date, at which time such delayed amounts will be paid to the Member in a cash lump sum (the “Catch-up Amount”). If payment of an amount is delayed as a result of this Section 6.3, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Member but for this Section 6.3 to the day prior to the date the Catch-up Amount is paid. The annual rate of interest shall be the Interest Credit (as defined in the Retirement Plan) in effect for the month in which occurs the date of the Member’s Separation from Service. Such interest shall be paid at the same time that the Catch-up Amount is paid. If a Member dies on or after the date of the Member’s Separation from Service and prior to the payment of the Catch-up Amount, any amount delayed pursuant to this Section 6.3 shall be paid to the Member’s Beneficiary (together with interest) within thirty days following the date of the Member’s death.

            If any provision of this Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on a Member or any other person of a penalty tax under Section 409A of the Code, the Committee may modify the terms of the Plan, without the consent of any Member, in the manner that the Committee may reasonably and in good faith

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determine to be necessary or advisable to avoid the imposition of such penalty tax (“Section 409A Compliance”); provided, however, that any such reformation shall, to the maximum extent the Committee reasonably and in good faith determines to be possible, retain the economic and tax benefits to the affected Member hereunder while not materially increasing the cost to the Company of providing such benefits to the Member.

ARTICLE 7.

CLAIMS PROCEDURES

     7.1. Initial Claims. All claims for benefits under the Plan shall be submitted in writing to the Senior Vice President of Compensation and Benefits or such individual’s delegate (the “Claims Reviewer”) who shall review and consider the merits of the claim. Written notice of the Claims Reviewer's decision regarding the application for benefits shall be furnished to the claimant within ninety days after receipt of the claim; provided, however, that, if special circumstances require an extension of time for processing the claim, an additional ninety days from the end of the initial period shall be allowed for processing the claim, in which event the claimant shall be furnished with a written notice of the extension prior to the termination of the initial ninety-day period indicating the special circumstances requiring an extension and the date by which it is anticipated that a decision will be made. Any written notice denying a claim shall set forth the reasons for the denial, including specific reference to pertinent provisions of the Plan on which the denial is based, a description of any additional information necessary to perfect the claim and information regarding review of the claim and its denial, including a statement that the claimant may bring a civil action under Section 502(c) of ERISA if the claim is denied on appeal.

     7.2. Appeals of Decisions. A claimant may review all relevant documents and may request a review by the Committee of a decision denying the claim. Such a request shall be made in writing and filed with the Committee within sixty days after delivery to the claimant of written notice of the decision of the Claims Reviewer. Such written request for review shall contain all additional information that the claimant wishes the Committee to consider. The Committee may hold a hearing or conduct an independent investigation, and the decision on review shall be made as soon as possible after the Committee’s receipt of the request for review. Written notice of the decision on review shall be furnished to the claimant within sixty days after receipt by the Committee of a request for review, unless special circumstances require an extension of time for processing, in which event an additional sixty days shall be allowed for review. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when it is anticipated that the determination will be made. Written notice of the decision on review shall include specific reasons for the decision, including the relevant information described in Section 7.1 with respect to the initial denial and a statement that the claimant may review, upon request, copies of all documents relevant to the claimant’s claim.

     7.3. Finality. For all purposes under the Plan, such decision by the Claims Reviewer on claims (where no review is requested) and such decision by the Committee on review (where review is requested) shall be final, conclusive and binding on all interested persons as to

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participation and benefits eligibility, the amount of benefits and any other matter of fact or interpretation relating to the Plan.

     7.4. Statute of Limitations. A claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within one year of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 7.2 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a claimant must exhaust all administrative remedies available to such claimant under the Plan before such claimant may seek judicial review pursuant to Section 502(a) of ERISA.

ARTICLE 8.

MISCELLANEOUS

     8.1. No Assignment. No person entitled to a benefit under the Plan shall have any power to assign, transfer, pledge, hypothecate or otherwise encumber the right to receive such payment and any attempt to do so shall be void and will not be recognized by the Committee.

     8.2. Withholding. The Employer making a payment under the Plan shall withhold therefrom such amounts as may be required by federal, state or local law, and the amount payable to any person under the Plan shall be reduced by the amounts so withheld.

     8.3. No Right to Continued Employment. Nothing in this Plan shall be construed to confer upon any person any legal right to be continued as an employee of the Employer and each Employer expressly reserves the right to discharge any employee whenever the interest of the Employer in its sole judgment may so require, without any liability on the part of the Company, the Employer or the Committee.

     8.4. Obligations. The Plan shall be binding upon and inure to the benefit of the Company, the Employers, their successors and each Member and his heirs, executors, administrators and legal representatives.

     8.5. Governing Law. Except to the extent federal law applies, the Plan shall be construed and administered in accordance with the laws of the State of New York.

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IN WITNESS WHEREOF, I, _________________, a member of the Employee Benefit Plans Committee of the CIT Group Inc., do hereby certify that the attached Plan, as amended and restated as of January 1, 2008, has been adopted by unanimous written consent of the members of the Employee Benefit Plans Committee on the ____ day of May, 2008. This amendment and restatement of the Plan has been executed the ____ day of May, 2008.

By: __________________________

EX-10.28

Exhibit 10.28

CIT GROUP INC.

SUPPLEMENTAL SAVINGS PLAN

(As Amended and Restated Effective as of January 1, 2008)

CIT GROUP INC.
SUPPLEMENTAL SAVINGS PLAN

Table of Contents

Article	Page
Article I. Purpose	1
Article II. Definitions	1
Article III. Administration	2
Article IV. Supplemental Savings Contributions and Benefits	3
Article V. Separation from Service	4
Article VI. Source and Payment of Supplemental Savings Benefits	4
Article VII. Claims Procedures	4
Article VIII. Amendment and Termination	6
Article IX. Miscellaneous	6

ARTICLE I.

PURPOSE

            CIT Group Inc. (previously known as CIT Group Holdings, Inc.) adopted the Plan effective as of January 1, 1990. The Plan was last amended and restated as of January 1, 2005.

            The Plan is hereby amended and restated as of January 1, 2008. Unless otherwise expressly provided herein, the rights of any person who had a Separation from Service, died or retired on or before January 1, 2008, shall be determined solely under the terms of the Plan in effect on the date of such person’s Separation from Service, death or retirement.

            The purpose of the Plan is to establish a means of providing unfunded benefits for certain eligible employees and their beneficiaries which are in excess of the limitations on certain contributions to the CIT Group Inc. Savings Incentive Plan imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended.

            The Plan is intended to constitute an excess benefit plan and an unfunded deferred compensation plan for a select group of management and highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE II.

DEFINITIONS

            When used herein, the following terms shall have the meanings set forth below. Other terms used herein which are defined in the Savings Plan shall have the same meaning when used in this Plan.

     2.1 “Account” means the unfunded bookkeeping account established for each Member.

     2.2 “Beneficiary” means the Beneficiary validly designated by a Member under the Savings Plan, to receive the amount, if any, payable under the Savings Plan upon the Member’s death.

     2.3 “Board” means the Board of Directors of the Company or a duly appointed committee thereof of which may be delegated responsibility with respect to the Plan.

     2.4 “Code” means the Internal Revenue Code of 1986, as amended, and the applicable rulings and regulations thereunder.

     2.5 “Committee” means the “Employee Benefit Plans Committee,” as defined in the Savings Plan.

     2.6 “Company,” means CIT Group Inc. (formerly known as CIT Group Holdings, Inc.) or any successor thereto.

     2.7 “Effective Date” means January 1, 1990.

     2.8 “Employer” means the Company and any Affiliate that, with the consent of the Board, adopts the Plan.

     2.9 “409A Account” means the portion, if any, of a Member’s Account under the Plan that is not earned and vested as of December 31, 2004 or earnings attributable to amounts not earned and vested as of December 31, 2004.

     2.10 “Member” means an employee of an Employer who is participating in the Plan.

     2.11 “Non-409A Account” means the portion of a Member’s Account that is both earned and vested as of December 31, 2004, including earnings attributable thereto earned after 2004.

     2.12 “Plan” means this CIT Group Inc. Supplemental Savings Plan (formerly known as the CIT Group Holdings, Inc. Supplemental Savings Plan), as amended from time to time.

     2.13 “Plan Year” means the calendar year.

     2.14 “Savings Plan” means CIT Group Inc. Savings Incentive Plan (formerly known as the CIT Group Holdings, Inc. Savings Incentive Plan), as amended from time to time.

     2.15 “Separation from Service” means a “separation from service” from the Company and each of its Affiliates as determined under the default provisions included in the applicable Treasury regulations issued under Section 409A of the Code.

     2.16 “Specified Employee” means an employee of the Company or its Affiliates who will be a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code determined in accordance with the uniform methodology and procedures adopted by the Committee.

ARTICLE III.

ADMINISTRATION

     3.1 General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power: (i) subject to Section 4.1, to determine eligibility to participate in, and the amount of benefit to be provided to any Member under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; and (v) to employ and rely on legal counsel, actuaries, accountants and any other agents as may

2

be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Member, such member shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan.

     3.2 Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee.

     3.3 Actions; Indemnification. The members of the Committee, the members of any other committee and any officer or employee of an Employer to whom responsibilities are delegated by the Committee shall not be liable for any actions or failure to act hereunder. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Committee (and each member thereof), the members of any other committee employed by an Employer and any officer or employee of an Employer to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the operation or administration of the Plan.

ARTICLE IV.

SUPPLEMENTAL SAVINGS CONTRIBUTIONS AND BENEFITS

     4.1 Benefits. If at any time after the Effective Date, the amount of the contribution credited to the Flexible Retirement Contribution Account of any Member under the Savings Plan for any Plan Year is limited by the provisions of Code Sections 401(a)(17) or 415, such Member shall have credited to his or her Account under this Plan an amount equal to the excess of (i) the amount contributed to such Member’s Flexible Retirement Contribution Account for the Plan Year under the Savings Plan, computed without regard to Code Sections 401(a) (17) and 415, over (ii) the amount of the contribution actually made to such Member’s Flexible Retirement Contribution Account under the Savings Plan for such Plan Year. Such amount shall be credited to the Member’s Account under the Plan during the month of January following the applicable Plan Year.

     4.2 Payment. Amounts credited to a Member’s Account shall be payable upon the Member’s Retirement, Separation from Service or death. Members may not borrow against their Accounts or make in-service withdrawals.

     4.3 Valuation Date. A Member’s Account shall be valued (to include the crediting or debiting of investment experience as provided for in Plan § 4.5) as of the last day of each Plan

3

Year and as of the last day of the month coincident with or following the Member’s Severance Date.

     4.4 Investments. Each Member’s Account shall be credited with the same annual investment experience (positive or negative) as contributions made to his or her Flexible Retirement Contribution Account under the Savings Plan.

ARTICLE V.

SEPARATION FROM SERVICE

     5.1 Separation from Service. Upon the Member’s Separation from Service for any reason, distribution of the Member’s Account shall be made in a lump sum on the 5^th day after the date of his or her Separation from Service; provided, however, that if such Member is a Specified Employee, then no payment from his 409A Account shall be made before the earlier of: (i) the date which is six months after his or her Separation from Service for any reason other than death, or (ii) his or her date of death. The distribution of the Member’s Non-409A Account shall be made in a lump-sum on the 5^th day after the date of his or her Separation from Service. Upon the Member’s death, distribution of the balance of the Member’s Account shall be made to his or her Beneficiary.

ARTICLE VI.

SOURCE AND PAYMENT OF SUPPLEMENTAL SAVINGS BENEFITS

     6.1 Payment of Benefits. Payment of benefits under the Plan shall be made by the Member’s Employer. In the event supplemental savings benefits become payable to, or in respect of, a Member whose service included employment with more than one Employer, the Committee shall determine the proportion of such benefit to be paid by each such Employer.

     6.2 Unfunded Plan. All payments under the Plan shall be made from the general assets of the Employer making the payment. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating or earmarking any assets of the Company to represent the liability for accrued benefits under the Plan. No Member, surviving spouse or any other person shall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Member, surviving spouse or other person shall have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Notwithstanding the foregoing, nothing herein shall prevent the transfer of funds to a trust for the purpose of paying benefits under the Plan.

ARTICLE VII.

CLAIMS PROCEDURES

     7.1 Initial Claims. All claims for benefits under the Plan shall be submitted in writing to the Senior Vice President of Compensation and Benefits or such individual’s delegate

4

(the “Claims Reviewer”) who shall review and consider the merits of the claim. Written notice of the Claims Reviewer’s decision regarding the application for benefits shall be furnished to the claimant within 90 days after receipt of the claim; provided, however, that, if special circumstances require an extension of time for processing the claim, an additional 90 days from the end of the initial period shall be allowed for processing the claim, in which event the claimant shall be furnished with a written notice of the extension prior to the termination of the initial 90-day period indicating the special circumstances requiring an extension and the date by which it is anticipated that a decision will be made. Any written notice denying a claim shall set forth the reasons for the denial, including a specific reference to pertinent provisions of the Plan on which the denial is based, a description of any additional information necessary to perfect the claim and information regarding review of the claim and its denial, including a statement that the claimant may bring a civil action under Section 502(c) of ERISA if the claim is denied on appeal.

     7.2 Appeals of Decisions. A claimant may review all relevant documents and may request a review by the Committee of a decision denying the claim. Such a request shall be made in writing and filed with the Committee within 60 days after delivery to the claimant of written notice of the decision of the Claims Reviewer. Such written request for review shall contain all additional information that the claimant wishes the Committee to consider. The Committee may hold a hearing or conduct an independent investigation, and the decision on review shall be made as soon as possible after the Committee’s receipt of the request for review. Written notice of the decision on review shall be furnished to the claimant within 60 days after receipt by the Committee of a request for review, unless special circumstances require an extension of time for processing, in which event an additional 60 days shall be allowed for review. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when it is anticipated that the determination will be made. Written notice of the decision on review shall include specific reasons for the decision, including the relevant information described in Section 7.1 with respect to the initial denial and a statement that the claimant may review, upon request, copies of all documents relevant to the claimant’s claim.

     7.3 Finality. For all purposes under the Plan, such decision by the Claims Reviewer on claims (where no review is requested) and such decision by the Committee on review (where review is requested) shall be final, conclusive and binding on all interested persons as to participation and benefits eligibility, the amount of benefits and any other matter of fact or interpretation relating to the Plan.

     7.4 Statute of Limitations. A claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within one year of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 7.2 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a claimant must exhaust all administrative remedies available to such claimant under the Plan before such claimant may seek judicial review pursuant to Section 502(a) of ERISA.

5

ARTICLE VIII.

AMENDMENT AND TERMINATION

     8.1 Amendment. The Board may amend the Plan in any respect and at any time; provided, however, that no such amendment shall have the effect of reducing a Member’s accrued supplemental savings benefit. A Member’s accrued benefit at any time is the amount contingently payable under Article IV if his or her employment terminated on that date. Notwithstanding the foregoing, any amendment to the Plan which (i) is necessary or advisable to effect changes approved by the Board, (ii) makes changes required by applicable law, (iii) adopts technical or clarifying amendments or (iv) does not in any significant respect increase benefits or cost to the Company may be made by the Committee.

     8.2 Termination. The Board may terminate the Plan at any time. In the event of Plan termination, the benefit being paid to any person under Article IV shall continue to be paid in accordance with the terms of the Plan. In the event of Plan termination, each Member shall be fully vested in his or her accrued benefit.

     8.3 Section 409A Compliance. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the unilateral right to amend or modify the Plan, and the time and manner of any payment of benefits under the Plan in accordance with Section 409A of the Code, in each case, without the consent of any Participant, to the extent that the Committee deems such action to be necessary or advisable to avoid the imposition on any Participant of adverse or unintended tax consequences under Section 409 of the Code. Any determinations made by the Committee under this Section 8.3 shall be final, conclusive and binding on all persons. Further, if any provision of this Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on a Member or any other person of a penalty tax under Section 409A of the Code, the Committee may modify the terms of the Plan, without the consent of any Member, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax; provided, however, that any such reformation shall, to the maximum extent the Committee reasonably and in good faith determines to be possible, retain the economic and tax benefits to the affected Member hereunder while not materially increasing the cost to the Company of providing such benefits to the Member.

ARTICLE IX.

MISCELLANEOUS

     9.1 No Assignment. No person entitled to a benefit under the Plan shall have any power to assign, transfer, pledge, hypothecate or otherwise encumber the right to receive such payment, and any attempt to do so shall be void and will not be recognized by the Committee.

     9.2 Withholding. The Employer making a payment under this Plan shall withhold therefrom such amounts as may be required by federal, state or local law, and the amount payable under the Plan to the person entitled thereto shall be reduced by the amount so withheld.

6

     9.3 No Right to Continued Employment. Nothing in this Plan shall be construed to confer upon any person any legal right to be continued as an employee of any Employer, and each Employer expressly reserves the right to discharge any employee whenever the interest of the Company or Employer in its sole judgement may so require, without any liability on the part of the Company, the Employer or the Committee.

     9.4 Obligations. The Plan shall be binding upon and inure to the benefit of the Company, the Employers, their successors and each Member and his heirs, executors, administrators and legal representatives.

     9.5 Governing Law. This Plan shall be construed and administered in accordance with the laws of the State of New York.

7

IN WITNESS WHEREOF, I, _________________, a member of the Employee Benefit Plans Committee of the CIT Group Inc., do hereby certify that the attached Plan, as amended and restated as of January 1, 2008 has been adopted by unanimous written consent of the members of the Employee Benefit Plans Committee on the ____ day of May, 2008. This amendment and restatement of the Plan has been executed the ____ day of May, 2008.

By: __________________________

EX-10.29

Exhibit 10.29

NEW EXECUTIVE RETIREMENT PLAN

OF CIT GROUP INC.

(As Amended and Restated as of January 1, 2008)

NEW EXECUTIVE RETIREMENT PLAN
OF CIT GROUP INC.

Table of Contents

	Page
Article 1. DEFINITIONS	- 3 -
Article 2. PARTICIPATION	- 7 -
Article 3. ACCRUED BENEFITS	- 8 -
Article 4. EFFECT OF SEPARATION FROM SERVICE	- 12 -
Article 5. GENERAL PROVISIONS	- 15 -

NEW EXECUTIVE RETIREMENT PLAN
OF CIT GROUP INC.

ESTABLISHMENT

            Effective as of the Original Effective Date, the Company established the Plan as an unfunded, nonqualified deferred compensation plan for a select group of key management or highly compensated employees.

            The Plan was amended and restated, effective as of January 1, 2005, to comply with the provisions of Section 409A of the Code, to make certain administrative and technical changes to the terms of the Plan and to incorporate the benefits payable under the ERP and the PLIP to ERP Participants (as such terms are defined below).

            The Plan is hereby further amended and restated as of the Effective Date to include additional amendments designed to comply with Section 409A of the Code. Unless otherwise expressly provided herein, the rights of any person who had a Separation from Service, died or retired on or before January 1, 2008, shall be determined solely under the terms of the Plan in effect on the date of such person’s Separation from Service, death or retirement.

            All benefits under the Plan shall be paid out of the general assets of the Company.

            The Company may establish and fund a grantor trust to provide benefits under the Plan.

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NEW EXECUTIVE RETIREMENT PLAN
OF CIT GROUP INC.

ARTICLE 1.

DEFINITIONS

     1.1. “Actuarial Equivalent” has the meaning set forth in the Retirement Plan.

     1.2. “Affiliate” means any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

     1.3. “Base Compensation” means (i) only the basic cash remuneration paid to an employee for services rendered to the Company determined prior to any reduction in compensation for elective contributions within the meaning of Section 401(k) of the Code or salary reductions, (within the meaning of Section 125 of the Code) and any amounts deferred pursuant to any other deferred compensation arrangement sponsored by the Company, and (ii) with respect to a period of disability for sickness or accident (other than long-term disability), the salary or wages used by the Company as a basis for determining benefits payable for such period but excluding:

            (a) commissions, overtime pay and any bonuses or special pay and incentive compensation;

            (b) any payment made in connection with the relocation of such Participants;

            (c) any severance award, recruitment award, tuition refund, suggestion award, director’s fees, deferred compensation and expense allowance paid to such Participant or any other reimbursement of expenses; and

            (d) any other payment as determined by the Company in accordance with any uniform rules which it may adopt, which shall at the time be in force, and which shall be applied in a nondiscriminatory manner.

     1.4. “Beneficial Owner” or “Beneficially Owned” has the meaning set forth in Rule 13d-3 under the Exchange Act.

     1.5. “Beneficiary” means any Person, Persons, or entity designated by a Participant to receive any benefits payable in the event of the Participant’s death while employed by the Company. If no valid Beneficiary designation is in effect at the Participant’s death, or if no Person, Persons or entity so designated survives the Participant, or if each surviving validly designated Beneficiary is legally impaired or prohibited from taking, the Participant’s Beneficiary shall be the Participant’s Surviving Spouse, if any, or if the Participant has no Surviving Spouse, then his estate. If the Committee is in doubt as to the right of any Person to receive such amount, it may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the Committee may pay such amount into any court of

- 3 -

competent jurisdiction and such payment shall be a complete discharge of the liability of the Plan.

     1.6. “Benefit Service” means a Participant’s Period of Benefit Service as defined under the Retirement Plan.

     1.7. “Board” means the Board of Directors of the Company or any committee thereof which may be delegated responsibility with respect to the Plan.

     1.8. “Cause” means, whether or not the Participant has an employment agreement with the Company, the Participant’s (i) substantial failure to perform his duties or responsibilities, as determined by the CEO (or, in the case of the CEO, by the Board), (ii) gross negligence, recklessness or malfeasance in the performance of his duties, (iii) commission of any criminal act, act of fraud or other misconduct resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, or (iv) engagement in any conduct relating to the business of the Company that could reasonably be expected to have a materially detrimental effect on the business or financial condition of the Company. For purposes hereof, the Participant will be deemed to have committed an act if, based upon the Company’s investigation of the facts, it reasonably concludes that the Participant committed such an act.

     1.9. “CEO” means the Chief Executive Officer of the Company.

     1.10. “Change of Control” means:

            (i) Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or

            (ii) The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or

            (iii) There is consummated a merger or consolidation of the Company or any Subsidiary with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof

- 4 -

outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or

            (iv) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

     1.11. “Code” means the Internal Revenue Code of 1986, as amended, and the applicable rulings and regulations thereunder.

     1.12. “Committee” means effective July 1, 2006, the Compensation Committee of the Board; provided, however, that with respect to the determination of the eligibility of individuals other than Executive Officers to participate in the Plan pursuant to Section 2.1, Committee means the Office of the Chairman. Prior to July 1, 2006, “Committee” meant the Employee Benefits Committee.

     1.13. “Company” means CIT Group Inc. (formerly, The CIT Group Holdings, Inc.) and any successor thereto.

     1.14. “Disabled” means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position or employment or any substantially similar position of employment.

     1.15. “Early Retirement Date” means the first day of a month following a Participant’s Separation from Service on or after he has attained age 55 and completed at least 10 years of Benefit Service.

     1.16. “Effective Date” means January 1, 2008.

     1.17. “Equivalent Actuarial Value” has the meaning set forth in the Retirement Plan.

     1.18. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the applicable rulings and regulations thereunder.

     1.19. “ERP” means the Executive Retirement Plan of CIT Group Inc., as in effect immediately prior to January 1, 2005.

     1.20. “ERP Participant” means a Participant listed as participating in the ERP in Appendix A hereof.

- 5 -

     1.21. “Executive Officer” means any individual designated by the Board as an executive officer of the Company within the meaning of Rule 3b-7 of the Securities Exchange Act of 1934, as amended.

     1.22. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the applicable rulings and regulations thereunder.

     1.23. “Final Base Compensation” means highest Base Compensation received for any 12-consecutive-month-period during any of the five-consecutive-12-month periods ending on a Participant’s retirement date.

     1.24. “Good Reason” means, whether or not the Participant has an employment agreement with the Company, the assignment of duties and responsibilities not commensurate with the Participant’s status as a senior executive of the Company, the failure of the Company to provide compensation and benefits to the Participant at the levels required under the terms of the Participant’s employment contract with the Company, or the failure of the Company to adhere in any substantial manner to any of its other obligations to the Participant under the terms of his employment with the Company.

     1.25. “Normal Retirement Date” means the first day of the month coincident with or next following a Participant’s Separation from Service occurring after the later of date of the (i) Participant’s attainment of age 65 and (ii) Participant’s completion of 10 years of Benefit Service.

     1.26. “Original Effective Date” means January 1, 1995.

     1.27. “Participant” means a key executive or highly compensated employee of the Company designated by the Committee to participate in the Plan.

     1.28. “Person” means any person, entity or "group" within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (v) a person or group as used in Rule 13d-1(b) under the Exchange Act.

     1.29. “Plan” means the New Executive Retirement Plan of CIT Group Inc.

     1.30. “PLIP” means the Permanent Life Insurance Plan of CIT Group Inc. (formerly, the Permanent Life Insurance Plan of CIT Group Holdings, Inc.).

     1.31. “Retirement Plan” means the CIT Group Inc. Retirement Plan or any successor thereto.

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     1.32. “Separation from Service” means a Participant’s “separation from service” from the Company and each of its Affiliates as determined under the default provisions included in the applicable Treasury Regulations issued under Section 409A of the Code.

     1.33. “Specified Employee” means an employee of the Company or its Affiliates who will be “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code determined in accordance with the uniform methodology and procedures adopted by the Committee.

     1.34. “Spouse” means, as of the date of determination, the individual of the opposite sex to whom the Participant is married within the meaning of the laws of the jurisdiction of the Participant’s domicile (including common law marriage under applicable state law); provided, however, that the marriage is recognized as valid under the laws of the United States. Unless otherwise specified herein, a man and a woman are married if their relationship is recognized as a marriage under the laws of the state or county in which the Participant is domiciled and of the United States.

     1.35. “Subsidiary” means (i) a corporation or other entity with respect to which the Company, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s board of directors or analogous governing body, or (ii) any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan.

ARTICLE 2.

PARTICIPATION

     2.1. Participation

            The Committee shall select those employees who shall be Participants in the Plan. Such employees shall become Participants under the Plan effective on the date designated by the Committee. Participation in the Plan shall be contingent upon the selected employee’s execution of any statement or release requested by the Committee including, but not limited to, a waiver of any insured death benefits in the event of death after Separation from Service and the completion of any requirement requested by the Committee in order to obtain life insurance on the life of such employee. The determination of the Committee with respect to participation under the Plan shall be final.

     2.2. Termination of Participation

            Subject to Section 5.10, a Participant shall no longer be eligible to participate in the Plan upon the earlier of the (i) revocation of his status as a Participant under the Plan by the Committee, or (ii) Separation from Service with the Company as provided under Article 4.

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     2.3. Benefits for Participants Who Terminate Employment Prior to the Effective Date.

            Benefits under the Plan payable to a Participant who had a Separation from Service prior to the Effective Date shall be governed by the terms of the Plan in effect at the time of the Participant’s such Separation from Service, except that, in the case of a Participant whose date of Separation from Service was after October 3, 2004 and prior to January 1, 2005, such benefits shall be determined in accordance with the terms of the Plan in effect on October 3, 2004.

ARTICLE 3.

ACCRUED BENEFITS

3.1. Determination of Accrued Benefit

            (a) Subject to Section 3.3(b), as of any date, a Participant’s accrued benefit shall be an immediate annual benefit in the form of a straight life annuity equal to (1) minus (2) where (1) and (2) equal:

(1)	the product of his Final Base Compensation multiplied by the sum of (i) 50% for the first 10 years of Benefit Service and (ii) 2% for each of the following 20 years of Benefit Service; and
(2)	the amounts described in Section 3.1(b).

            (b) The amount calculated under Section 3.1(a) shall be reduced by the following offset amounts:

(1)	the immediate annual single-life annuity that is the Actuarial Equivalent of the Participant’s cash account balance under the Retirement Plan,
(2)	the immediate annual single-life annuity that is the Actuarial Equivalent of the Participant’s lump-sum benefit under the CIT Group Inc. Supplemental Retirement Plan,
(3)	the immediate annual single-life annuity that is the Actuarial Equivalent of the Participant’s account balance under the Flexible Retirement Contribution Account (FRA) of the CIT Group Inc. Savings Incentive Plan,
(4)	the immediate annual single-life annuity that is the Actuarial Equivalent of a Participant’s account balance under the nonqualified FRA in the CIT Group Inc. Supplemental Savings Plan, and
(5)	the immediate annual single-life annuity, if any, payable under the PLIP as of a Participant’s Normal Retirement Date and, if a Participant’s benefit

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under the Plan commences prior to Normal Retirement Date, reduced for early commencement in accordance with Section 3.3(b).

            (c) All calculations required by this Section 3.1 shall be made as of the date of the Participant’s Separation from Service, and all offsets contemplated by Section 3.1(b) shall be assumed to commence as of the first day of the month following the month in which the Participant’s Separation from Service occurs. If the accrued benefit of a Participant under the Retirement Plan is determined under the traditional formula of the Retirement Plan and not under the cash account balance formula, then the offset contemplated by clause 1 of Section 3.1(b) shall be based upon the immediate single life annuity payable under the Retirement Plan as of the Participant’s Normal Retirement Date, reduced for early commencement as provided in Section 3.3(b).

            (d) In the event a Participant is credited with additional years of Benefit Service pursuant to the CIT Executive Severance Plan or any employment agreement with the Company, his accrued benefit attributable to such additional years of Benefit Service shall be based on his Final Base Compensation determined at the time of his Separation from Service.

            (e) Notwithstanding the above, no benefit will be payable under the Plan unless the Participant has a vested right to such benefit in accordance with the provisions of Article 4 at the time of the Participant’s Separation from Service.

     3.2. Normal Retirement

            (a) A Participant may retire on his Normal Retirement Date.

            (b) Subject to Article 4, a Participant who retires on his Normal Retirement Date shall receive a benefit equal to his accrued benefit as determined under Section 3.1 commencing on his Normal Retirement Date and ending with the payment due for the month in which the Participant dies.

     3.3. Early Retirement

            (a) A Participant may retire on his Early Retirement Date.

            (b) Subject to Article 4, a Participant who retires on his Early Retirement Date shall receive, commencing on his Early Retirement Date and ending with the payment due for the month in which the Participant dies, a benefit equal to (i) the benefit determined under Section 3.1(a) as of the Early Retirement Date, reduced by one-half of 1% for each month, if any, by which commencement of the retirement benefit precedes the first day of the month following the month in which the Participant’s 60th birthday occurs less (ii) the offsets, as of the Early Retirement Date, contemplated by Section 3.1(b).

     3.4. Default Form of Benefit

            In the absence of a valid election under Section 3.5, the Participant’s applicable retirement benefit under this Article 3 shall be paid as follows: (i) if a Participant is married to a Spouse as of the date of the Participant’s Separation from Service, a 50% qualified joint and

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survivor annuity payable in monthly installments over the life of the Participant, commencing as of the first day of the month following the month in which the date of the Participant’s Separation from Service occurs and ending with the payment due for the month in which the Participant dies, and if, at the time of death of the Participant, the Participant is survived by such Spouse, the survivor annuity payable to such Spouse for each succeeding month ending with the payment due for the month in which such Spouse dies; and (ii) for a Participant who is not married to a Spouse as of the date of the Participant’s Separation from Service, a single life annuity payable in monthly installments over the life of the Participant, commencing as of the first day of the month following the month in which the date of the Participant’s Separation from Service occurs and ending with the payment due for the month in which the Participant dies.

     3.5. Optional Forms of Benefit Payment

            (a) Subject to Article 4, a Participant may elect to receive his retirement benefit only in the form of a single life annuity or a 40% or 50% joint and survivor annuity, provided that the Committee receives an irrevocable election of such optional form from the Participant at least 90 days (or within such shorter period permitted by the Committee) prior to his Separation from Service. A Participant who fails to elect an optional form of benefit payment in a timely manner shall automatically receive his retirement benefit in accordance with Section 3.4 above.

            (b) If a Participant elects to receive his retirement benefit in the form of a joint and survivor annuity and his joint annuitant dies before the Participant’s benefit payments have commenced, then the Participant’s election under Section 3.5(a) shall be null and void and a Participant may elect to receive his retirement benefit in any of the forms available under Section 3.5(a).

            (c) The optional forms of benefits payable hereunder shall be determined in accordance with Equivalent Actuarial Value or such other reasonable actuarial assumptions and methods set from time to time by the Company in consultation with its third-party actuary. The Company and its actuary shall set the foregoing assumptions so that Participants may choose at the time of their Separation from Service from among the available payment forms in a manner that is intended to result in Section 409A Compliance.

     3.6. Restoration to Service

            If a Participant has a Separation from Service and begins to receive payment of his retirement benefit and again becomes an employee of the Company, the payments under the Plan shall be discontinued and, upon a subsequent Separation from Service with the Company, the Participant’s benefits under the Plan shall be recomputed in accordance with the provisions of this Article 3, as applicable, and shall again become payable to such Participant in accordance with the provisions of the Plan. In re-computing a Participant’s benefit, the Company shall reduce the value of the benefit calculated under Article 3 by the Actuarial Equivalent of the benefit that the Participant previously received from the Plan.

     3.7. ERP Participants.

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            Anything in the Plan to the contrary notwithstanding, the benefit payable under the Plan to an ERP Participant shall be determined in accordance with Appendix A. As of January 1, 2005, this Plan supersedes and replaces the ERP for ERP Participants and, on and after January 1, 2005, no benefits shall be payable to ERP Participants under the ERP.

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ARTICLE 4.

EFFECT OF SEPARATION FROM SERVICE

     4.1. Death

            If Separation from Service occurs by reason of the death of the Participant while the Participant is in active service with the Company, such Participant’s Beneficiary shall not be eligible for any retirement benefit under the Plan but shall be entitled to a death benefit equal to three times the Participant’s Base Compensation plus any other death benefits provided through group term life insurance under a welfare plan sponsored by the Company. At the Company’s direction, this death benefit may be paid by directing the proceeds of the corporate owned life insurance held by the Company on the Participant’s life to the Participant or may be paid from the general assets of the Company. Such death benefit shall be paid in a cash lump sum to the Participant’s Beneficiary on the last business day of the second month following the month in which the Participant’s death occurs. If the Participant dies after benefits commence hereunder, his contingent annuitant, if any, will only be entitled to the survivor annuity payable pursuant to Section 3.4 or 3.5.

     4.2. Disability

            A Participant who is Disabled and receiving payments under the Company’s Long-Term Disability Plan shall be deemed to incur a Separation from Service on the last day of the 29^th month following the first day of the month in which the Participant is absent due to becoming Disabled unless the Participant has ceased to be Disabled prior to such date. Such Participant shall continue to accrue periods of Benefit Service under the Plan until the Participant incurs a Separation from Service with the Company, notwithstanding that the Participant continues to accrue additional benefits under the Retirement Plan following such Separation from Service. The benefits, if any, payable under the Plan as of the date of such Separation from Service shall be determined in the manner otherwise contemplated by the terms of Article 3 and Section 4.3 of the Plan.

     4.3. Without Cause or for Good Reason

            If a Participant has attained 10 years of Benefit Service and has a Separation from Service by the Company without Cause or has a Separation from Service as a result of the Participant resigning his employment for Good Reason, the Participant shall be eligible for the following benefits under the Plan:

            (a) If a Participant is 55 years of age or older on the date of the Participant’s Separation from Service, the Participant shall receive a benefit as described in Section 3.2 or 3.3, as applicable, commencing as of the first day of the first month coincident with or next following the date of such Separation from Service; provided, however, that a Participant shall be eligible to elect an optional form of benefit in accordance with Section 3.5, and if no optional form is so elected, the benefit shall be payable in the default form contemplated by Section 3.4.

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            (b) If a Participant is less than 55 years of age on the date of his Separation from Service, he shall receive a lump-sum payment equal to an amount which represents the actuarial equivalent determined as of the Participant’s date of Separation from Service (based on the Participant’s Benefit Service as of the date of Separation from Service) of the single life annuity that would have been payable to the Participant at age 55 under the Plan. Such amount shall be calculated in accordance with uniform methodology adopted by the Committee and shall be paid to the Participant on the last business day of the second month following the month in which occurs the Participant’s Separation from Service.

            (c) Except as provided in Section 4.4 or 4.5 below, if a Participant has not completed 10 years of Benefit Service at the time of his Separation from Service without Cause or for Good Reason, such Participant shall not be eligible to receive any benefits under the Plan.

     4.4. Termination of the Plan

            If the Plan is terminated by the Board (or any successor thereto) pursuant to Section 5.12, each Participant shall be deemed vested in his retirement benefit and shall be eligible to receive payment of his retirement benefit in accordance with the terms of the Plan; provided, however, that such benefit shall be computed based on the Participant’s Final Base Compensation and years of Benefit Service on the date of termination of the Plan; and provided, further, that if a Participant has less than 10 years of Benefit Service at the time of termination of the Plan, he shall be eligible to receive an annual benefit in the form of a single life annuity equal to 5% of Final Base Compensation for each year of Benefit Service accrued through the date of termination of the Plan and reduced by the sum of the offset amounts set forth in Section 3.1(b) above, which benefit shall be paid in accordance with Section 4.3 based on his age on the date of his Separation from Service.

Notwithstanding the foregoing, if a Participant has less than five years of Benefit Service on the date of termination of the Plan, no benefit shall be payable to him under the Plan.

     4.5. Change of Control

            If a Participant’s Separation from Service is as a result of the Participant being terminated by the Company (or any successor thereto) without Cause or the Participant resigning for Good Reason within three years following the date of the “Change of Control,” then notwithstanding the Participant’s period of Benefit Service, the Participant shall be eligible to receive a retirement benefit based on his Final Base Compensation, and years of Benefit Service accrued through the date of his Separation from Service, which amount shall be payable in accordance with Section 4.3 above. For purposes of this Section 4.5, a Participant with less than 10 years of Benefit Service shall be eligible to receive an annual benefit in the form of a straight life annuity equal to 5% of Final Base Compensation for each year of Benefit Service accrued through the date of Separation from Service reduced by the sum of the offset amounts set forth in Section 3.1(b) above, which benefit shall be paid in accordance with Section 4.3 based on his age at his Separation from Service.

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Notwithstanding the foregoing, however, if a Participant has less than five years of Benefit Service on the date of his Separation from Service, no benefit shall be payable to such Participant under the Plan.

     4.6. Without Good Reason Prior to Early Retirement

            If a Participant has a Separation from Service with the Company as a result of the Participant resigning for any reason other than Good Reason and the Participant is not then eligible to receive a retirement benefit in accordance with Article 3, such Participant shall forfeit all benefits under the Plan. The provisions of this Section 4.6 shall not apply in the event the Plan is terminated by the Board or any successor thereto pursuant to the provisions of Section 5.10 or if the Participant’s Separation from Service is described in Section 4.5.

     4.7. For Cause

            Notwithstanding any thing in the Plan to the contrary including, but not limited to, Sections 4.4 and 4.5, if a Participant has a Separation from Service as a result of being terminated by the Company for Cause, such Participant shall forfeit all benefits under the Plan.

     4.8. Compliance with Section 409A

            If, at the time of the Participant’s Separation from Service, the Participant is a Specified Employee, then, solely to the extent necessary for Section 409A Compliance (as defined below), any amounts payable to the Participant under the Plan during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date shall be delayed and not paid to the Participant until the first business day following such sixth-month anniversary date, at which time such delayed amounts will be paid to the Participant in a cash lump sum (the “Catch-up Amount”). If payment of an amount is delayed as a result of this Section 4.8, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Participant but for this Section 4.8 to the day prior to the date the Catch-up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which occurs the date of the Participant’s Separation from Service. Such interest shall be paid at the same time that the Catch-up Amount is paid. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to payment of the Catch-up Amount, any amount delayed pursuant to this Section 4.8 shall be paid to the Participant’s joint annuitant (if the benefit form elected by the Participant is a joint annuity) or, if there is no joint annuitant, the Participant’s Beneficiary, as applicable, together with interest, within 30 days following the date of the Participant’s death.

            If any provision of this Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on a Participant or any other Person of a penalty tax under Section 409A of the Code, the Committee may modify the terms of the Plan, without the consent of any Participant, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax (“Section 409A Compliance”); provided, however, that any such reformation shall, to the maximum extent the Committee reasonably and in good faith determines to be possible, retain

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the economic and tax benefits to the affected Participant hereunder while not materially increasing the cost to the Company of providing such benefits to the Participant.

ARTICLE 5.

GENERAL PROVISIONS

     5.1. General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power: (i) to determine eligibility to participate in, and the amount of benefit to be provided to any Participant under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; and (v) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan.

     5.2. Delegation. The Committee shall have the power to delegate to any person or persons, including but not limited to the Employee Benefits Plan Committee, the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine; provided, however that the Committee shall retain administrative authority to determine eligibility and benefits hereunder with respect to an Executive Officer. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee.

     5.3. Actions; Indemnification. The members of the Committee, the members of any other committee and any officer or employee of the Company or an Affiliate to whom responsibilities are delegated by the Committee shall not be liable for any actions or failure to act hereunder. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Committee (and each member thereof), the members of any other committee employed by the Company or an Affiliate and any officer or employee of the Company or an Affiliate to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the operation or administration of the Plan.

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     5.4. Claims Procedure.

            (a) Initial Claims. All claims for benefits under the Plan shall be submitted in writing to the Senior Vice President of Compensation and Benefits or such individual’s delegate (the “Claims Reviewer”) who shall review and consider the merits of the claim. Written notice of the Claims Reviewer's decision regarding the application for benefits shall be furnished to the claimant within ninety days after receipt of the claim; provided, however, that, if special circumstances require an extension of time for processing the claim, an additional ninety days from the end of the initial period shall be allowed for processing the claim, in which event the claimant shall be furnished with a written notice of the extension prior to the termination of the initial ninety-day period indicating the special circumstances requiring an extension and the date by which it is anticipated that a decision will be made. Any written notice denying a claim shall set forth the reasons for the denial, including specific reference to pertinent provisions of the Plan on which the denial is based, a description of any additional information necessary to perfect the claim and information regarding review of the claim and its denial, including a statement that the claimant may bring a civil action under Section 502(c) of ERISA if the claim is denied on appeal.

            (b) Appeals of Decisions. A claimant may review all relevant documents and may request a review by the Committee in the case of an appeal with respect to an Executive Officer and by the Employee Benefit Plans Committee in the case of any other appeal (the “Final Reviewer”) of a decision denying the claim. Such a request shall be made in writing and filed with the Final Reviewer within sixty days after delivery to the claimant of written notice of the decision of the Claims Reviewer. Such written request for review shall contain all additional information that the claimant wishes the Final Reviewer to consider. The Final Reviewer may hold a hearing or conduct an independent investigation, and the decision on review shall be made as soon as possible after the Final Reviewer’s receipt of the request for review. Written notice of the decision on review shall be furnished to the claimant within sixty days after receipt by the Final Reviewer of a request for review, unless special circumstances require an extension of time for processing, in which event an additional sixty days shall be allowed for review. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when it is anticipated that the determination will be made. Written notice of the decision on review shall include specific reasons for the decision, including the relevant information described in Section 5.3(a) with respect to the initial denial and a statement that the claimant may review, upon request, copies of all documents relevant to the claimant’s claim.

            (c) Finality. For all purposes under the Plan, such decision by the Claims Reviewer on claims (where no review is requested) and such decision by the Committee on review (where review is requested) shall be final, conclusive and binding on all interested persons as to participation and benefits eligibility, the amount of benefits and any other matter of fact or interpretation relating to the Plan.

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     5.5. Arbitration

            If a Participant has exhausted his remedies with respect to a claim for benefits under Section 5.4, such Participant may seek review of the Committee’s determinations with respect thereto through binding arbitration in New York City, New York, in accordance with the rules and constitution of the American Arbitration Association. Notwithstanding the foregoing, any final determination of the Committee pursuant to Section 5.4 shall be binding unless the arbitrator determines that such determination was arbitrary and capricious. Judgment upon any such arbitration award may be entered in a court of competent jurisdiction in New York City, New York, and the Participant submits to the jurisdiction of such court. In the event a Participant’s claim hereunder, in whole or in part, depends on the computation of a benefit under another plan pursuant to Section 3.1(b), the determination of the benefits under such other plan shall be subject to arbitration in accordance with this Section 5.5.

            A claimant wishing to seek review of an adverse benefit determination under the Plan, whether in whole or in part, must seek review under this Section 5.5 within one year of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 5.4 or lose any rights to seek such relief. If any such arbitration proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a claimant must exhaust all administrative remedies available to such claimant under the Plan before such claimant may seek review through binding arbitration.

     5.6. Funding

            (a) All amounts payable in accordance with the Plan shall constitute general unsecured obligations of the Company. Such amounts, as well as any administrative costs relating to the Plan, shall be paid out of the general assets of the Company unless the provisions of Section 5.6(b) below are applicable.

            (b) The Board may, for administrative reasons, establish a grantor trust to fund benefits payable under the Plan and/or administrative costs relating to the Plan. The assets of said trust will be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

                  (i) the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA;

                  (ii) the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and

                  (iii) said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors, provided that the rights of such general creditors are enforceable under federal law

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     5.7. Conditions of Employment Not Affected by the Plan

            Nothing contained in this Plan shall be construed as a contract of employment; nor shall the Plan or its establishment confer any legal rights upon any employee or other Person for a continuation of employment with the Company, nor interfere with the rights of the Company to discharge any employee and to treat him without regard to the effect which that treatment might have upon him as a Participant or potential Participant of the Plan. The terms of the Plan shall govern all benefits payable under the Plan and shall supersede any contractual obligations the Company may have with respect to the payment of benefits under this Plan.

     5.8. Facility of Payment

            If the Committee shall find that any Person to whom any amount is payable under the Plan is found by a court of competent jurisdiction unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due him or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so elects, be paid to his Spouse, a child, a relative, an institution maintaining or having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Plan therefor.

     5.9. Withholding Taxes

            The Company shall have the right to deduct from each payment to be made under the Plan any required withholding taxes.

     5.10. Nonalienation

            Subject to applicable law, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participants.

     5.11. Construction

            (a) The Plan is intended to be an unfunded deferred compensation arrangement for a select group of management or highly compensated employees and therefore exempt from the requirements or Sections 201, 301 and 401 of ERISA. All rights hereunder shall be governed by and construed in accordance with the laws of the State of New York.

            (b) The masculine pronoun shall mean the feminine wherever appropriate.

     5.12. Amendment or Termination

            The Board may amend, modify or terminate the Plan at any time. No such amendment shall diminish the rights of any Participant with respect to benefits due him under the terms of the Plan at the time of its modification amendment or termination or accelerate the time

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of payment of any benefit hereunder, except that the Board may, without the consent of any Participant, update from time to time the actuarial assumptions and method applicable to the determination of optional forms. Notwithstanding the foregoing, any amendment to the Plan which (i) is necessary or advisable to effect changes approved by the Board, (ii) makes changes required by applicable law, (iii) adopts technical or clarifying amendments or (iv) does not in any significant respect increase benefits or cost to the Company may be made by the Employee Benefit Plans Committee.

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APPENDIX A

ERP PARTICIPANTS

Part 1.	On and after January 1, 2005, ERP Participants shall include only the individuals listed in Part 3.
Part 2.	Anything in the Plan to the contrary notwithstanding, the benefit of an ERP Participant under the Plan shall be the greater of the single life annuity provided to the ERP Participant under the formula [A + B] or the formula [C + B], where:

“A”	equals the immediate single life annuity payable under Section 3.1 of the Plan;
“B”	equals the immediate single life annuity payable in respect of the PLIP, as determined in accordance with Part 3 of this Appendix A; and
“C”	equals 40% of the difference (not less than zero) that results from subtracting the ERP Participant’s Final Base Compensation as calculated on January 1, 1995 from the ERP Participant’s Final Base Compensation, as calculated on the date of the ERP Participant’s Separation from Service reduced by the early retirement factor described in Part 3 of this Appendix A based on the Participant’s age at Separation from Service.

Part 3.	For purposes of Clause B of Part 2 of this Appendix A, the single life annuity payable in respect of the PLIP was determined in accordance with the terms of the PLIP in effect on January 1, 2005. Such benefit shall be equal to:
	Name: Joseph M. Leone
	PLIP Annuity at Age 65:	$131,792
	1995 Final Base Pay:	$178,000
	Name: Lawrence A. Marsiello
	PLIP Annuity at Age 65:	$153,606
	1995 Final Base Pay:	$230,000
	Name: Thomas L. Abbate
	PLIP Annuity at Age 65:	$60,496
	1995 Final Base Pay:	$185,000
	In the event an ERP Participant’s Separation from Service occurs before he attains age 60, the benefit described above shall be reduced by one half of 1% for each month, if any, by which commencement of the retirement benefit precedes the first day of the month following the month in which his 60th birthday occurs.

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	Although the amount of the PLIP annuity shall be governed by the terms of the PLIP, the payment options and the payment terms available under the PLIP shall be governed by the terms of the Plan (and not the PLIP).
Part 4.	The benefit payable under this Appendix A shall be in lieu of any other retirement benefit payable under the Plan. The benefit under this Appendix A shall otherwise be payable in accordance with the provisions of the Plan.

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IN WITNESS WHEREOF, I, _________________, a member of the Employee Benefit Plans Committee of the CIT Group Inc., do hereby certify that the attached Plan, as amended and restated as of January 1, 2008, has been adopted by unanimous written consent of the members of the Employee Benefit Plans Committee on the ____ day of May, 2008. This amendment and restatement of the Plan has been executed the ____ day of May, 2008.

By: __________________________

EX-10.30

Exhibit 10.30

CIT Executive Severance Plan

As Amended and Restated Effective as of January 1, 2008

     Section 1. Establishment, Objectives, and Duration

            1.1. Establishment of the Plan. CIT established the Plan effective January 1, 1999. On March 7, 2006, the Compensation Committee of the Board adopted a definition of “change in control” to be applied uniformly in all CIT benefit plans, including the Plan. The Plan, as amended and restated herein, is effective as of the Effective Date.

            1.2. Objective of the Plan. The objective of the Plan is to enhance the long-term financial security of selected executives of the Company through the provision of severance benefits, including enhanced benefits following a Change in Control. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make significant contributions to the Company’s success.

            1.3. Duration of the Plan. The Plan shall remain in effect until such time as the Committee amends or terminates the Plan pursuant to Section 7 hereof.

     Section 2. Definitions. Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:

            2.1. “409A Affiliate” means any corporation that is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) that includes CIT and any trade or business (whether or not incorporated) that is under common control with CIT (within the meaning of Section 414(c) of the Code); provided, however, that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2) and (3) of the Code, and in applying Section 1.414(c) -2 of the Treasury Regulations, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1.414(c) -2 of the Treasury Regulations.

            2.2. “Affiliate” means any Parent or Subsidiary and any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, CIT.

            2.3. “Annual Base Salary” means a Participant’s annual base salary from the Company, including any compensation reduction contributions made with respect to the Participant under the CIT Group Inc. Deferred Compensation Plan, the CIT Group Inc. Savings Incentive Plan and any Code Section 125 plan maintained by the Company, but

excluding all bonuses, incentive compensation, expense reimbursements and severance pay.

            2.4. “Annual Bonus” means the payment paid to a Participant pursuant to the CIT Group Inc. Corporate Bonus Plan or an applicable sales incentive plan with respect to a calendar year period.

            2.5. “Average Annual Bonus” means the average of the two largest bonuses received by a Participant with respect to the three Annual Bonuses immediately preceding the Participant’s Separation from Service, which average shall be determined by including a zero in the average calculation with respect to any calendar year for which the Participant was eligible for an Annual Bonus but was not paid an Annual Bonus; provided, however, that such average amount shall not exceed the Participant’s Base Compensation.

            2.6. “Base Compensation” means a Participant’s Annual Base Salary at the rate in effect immediately before the Participant’s Separation from Service (or, if applicable under Section 2.28(b)(ii), immediately before such rate was reduced).

            2.7. “Beneficial Owner” and “Beneficially Owns” shall have the respective meanings ascribed thereto or used in Section 13d-3 under the Exchange Act.

            2.8. “Board” means the Board of Directors of CIT.

            2.9. “Cause” means a determination by the Committee that a Participant has:

            (a) unreasonably neglected or refused to perform any executive duty that has been assigned to such Participant;

            (b) been convicted of, or pleaded guilty or nolo contendere to, any crime that constitutes a felony under federal or applicable state or local law;

            (c) knowingly engaged in any activity that is directly or indirectly in competition with the Company; or

            (d) willfully violated any Company policy that covers standards of corporate conduct.

            2.10. “Change in Control” means:

            (a) any Person becomes the Beneficial Owner, directly or indirectly, of securities of CIT representing thirty-five percent (35%) or more of the combined voting power of CIT’s then outstanding securities; or

            (b) the following individuals cease for any reason to constitute a majority of the number of directors of the Board then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of CIT) whose appointment or election by the Board or nomination for election by CIT’s

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stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or

            (c) there is consummated a merger or consolidation of CIT or any Subsidiary with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of CIT outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of CIT or any Subsidiary of CIT, more than fifty percent (50%) of the combined voting power of the securities of CIT or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of CIT (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of CIT representing thirty-five percent (35%) or more of the combined voting power of CIT’s then outstanding securities; or

            (d) the stockholders of CIT approve a plan of complete liquidation or dissolution of CIT or there is consummated an agreement for the sale or disposition by CIT of all or substantially all of CIT’s assets, other than a sale or disposition by CIT of all or substantially all of CIT’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of CIT in substantially the same proportions as their ownership of CIT immediately prior to such sale

            2.11. “CIT” means CIT Group Inc., a Delaware corporation, and any successor thereto.

            2.12. “Claims Reviewer” means the Senior Vice President of Compensation and Benefits of CIT or such individual’s delegate; provided, however, that neither the Committee nor any member thereof shall serve as the Claims Reviewer.

            2.13. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.

            2.14. “Committee” means the Employee Benefit Plans Committee of CIT, as it is constituted from time to time, or any successor committee.

            2.15. “Company” means CIT and all 409A Affiliates of CIT.

            2.16. “Company New Executive Retirement Plan” means the New Executive Retirement Plan of CIT Group Inc. and any successor plan thereto.

            2.17. “Company Retirement Plan” means the CIT Group Inc. Retirement Plan, as amended and restated effective January 1, 2007, and any successor thereto.

            2.18. “Company Supplemental Retirement Plan” means the CIT Group Inc. Supplemental Retirement Plan and any successor plan thereto.

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            2.19. “Comparable Employment” means employment with a Purchaser that, if accepted, would provide the Participant with substantially equivalent Annual Base Salary and a substantially equivalent Annual Bonus opportunity.

            2.20. “Director” means any individual who is a member of the Board.

            2.21. “Disability” means a physical or mental impairment sufficient to constitute a “disability” (or similar term) under the Company’s Long-Term Disability Plan; provided, however, that if the Company ceases to sponsor a Long-Term Disability Plan, “Disability” shall have the same meaning as defined in the Company’s Long-Term Disability Plan last in effect prior to the first date a Participant suffers from such physical or mental impairment.

            2.22. “Effective Date” means January 1, 2008.

            2.23. “Eligible Termination” means a Separation from Service (i) by the Company for any reason other than death, Disability or Cause; or (ii) by the Participant for Good Reason.

            2.24. “Employee” means any individual who is an employee of the Company.

            2.25. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

            2.26. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto.

            2.27. “General Release” shall have the meaning ascribed to such term in Section 5.5 hereof.

            2.28. “Good Reason” means that:

            (a) In all situations, whether or not there has been a Change in Control, a Participant has been assigned duties and responsibilities not commensurate with the Participant’s status as a senior executive of the Company in any material respect.

            (b) Upon or following a Change in Control, in addition to the circumstance described in Section 2.28(a), in the event of a Change in Control, “Good Reason” shall include the following circumstances:

                       (i) a Participant has been required by the Company or any successor thereto, without the Participant’s consent, to relocate or perform a significant portion of his or her duties at a location that is outside a fifty mile radius from his or her present principal place of employment and not closer to the Participant’s then current principal residence; or

                       (ii) a material reduction in a Participant’s rate of Annual Base Salary or Annual Bonus opportunity; or

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                       (iii) any successor to the Company has failed expressly to assume the obligations of the Company under the Plan.

            2.29. “Ineligible Termination” means a Separation from Service (i) by the Company for Disability, (ii) by the Company for Cause; (iii) by the Participant for any reason other than Good Reason; or (iv) by reason of the Participant’s death.

            2.30. “Initial Severance Amount” shall have the meaning ascribed to such term in Section 5.2(a)(i) or 5.2(b)(i) hereof, as applicable.

            2.31. “Parent” means a corporation which owns or Beneficially Owns a majority of the outstanding voting stock or voting power of CIT.

            2.32. “Participant” means an Employee selected to participate in the Plan pursuant to Article 4 hereof.

            2.33. “Person” means any person, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term shall not include (a) CIT or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of CIT or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, (d) a corporation owned, directly or indirectly, by the stockholders of CIT in substantially the same proportions as their ownership of stock of CIT, or (e) a person or group as used in Rule 13d-1(b) under the Exchange Act.

            2.34. “Plan” means this CIT Executive Severance Plan.

            2.35. “Purchaser” shall have the meaning ascribed to such term in Section 5.1(c) hereof.

            2.36. “Second Severance Amount” shall have the meaning ascribed to such term in Section 5.2(a)(ii) or 5.2(b)(ii) hereof, as applicable.

            2.37. “Separates from Service” or “Separation from Service” means a “separation from service” with the Company for purposes of Section 409A of the Code, determined using the default provisions set forth in Treasury Regulation Section 1.409A -1(h) or the successor regulation thereto.

            2.38. “Severance Benefits” means the benefits payable to a Participant under Section 5.2.

            2.39. “Specified Employee” means a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, as determined under the Company’s established methodology for determining specified employees.

            2.40. “Subsidiary” means (a) a corporation or other entity with respect to which CIT, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such

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corporation’s board of directors or analogous governing body, or (b) any other corporation or other entity in which CIT, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan.

     Section 3. Administration

            3.1. The Administrator. The Plan shall be administered by the Committee.

            3.2. Authority of the Administrator. Except as limited by law and subject to the provisions of the Plan, the Committee shall have full power and authority, in its sole discretion, to: (a) determine a Participant’s eligibility for Severance Benefits and the amount of such Severance Benefits; (b) construe and interpret the Plan, determine all questions arising in connection with the Plan, and to resolve ambiguities, inconsistencies and omissions in the text of the Plan; (c) adopt, implement, amend, waive or rescind such rules and regulations as the Committee may deem appropriate for the proper administration or operation of the Plan; (d) subject to the provisions of Section 7, amend the terms and conditions of the Plan; (e) make all factual or other determinations and take all other actions as may be necessary, appropriate or advisable for the administration or operation of the Plan; and (f) employ and rely on legal counsel, actuaries, accountants and other agents as may be deemed advisable to assist in the administration of the Plan. As permitted by law, the Committee may delegate to any individual or committee its authority, or any part thereof, as it deems necessary, appropriate or advisable for proper administration or operation of the Plan. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any matter relating specifically to such member’s eligibility to participate in the Plan or the calculation or determination of such member’s Severance Benefits under the Plan.

            3.3. Decisions Binding. All determinations, interpretations, decisions or other actions made or taken by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding for all purposes and upon all Persons, including without limitation CIT, CIT’s shareholders, Directors, Employees, Participants, and Participants’ estates and beneficiaries.

     Section 4. Eligibility and Participation

            4.1. Eligibility. All executive Employees of the Company who do not have a written employment contract with the Company that provides for severance benefits, including executive Employees who are also Directors, are eligible to participate in this Plan.

            4.2. Actual Participation. The Chief Executive Officer of CIT, in his or her sole discretion may, from time to time, select one or more eligible Employees to be Participants. CIT shall promptly notify an eligible Employee of his or her selection as a Participant.

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            4.3. Termination of Participation. A Participant shall cease to be a Participant upon the earliest to occur of:

            (a) the Participant’s receipt of all Severance Benefits to which he or she is entitled under the Plan;

            (b) the Participant’s Ineligible Termination;

            (c) the effective date of a written agreement that provides for severance benefits between the Participant and the Company; or

            (d) subject to Section 7, termination of the Plan.

     Section 5. Severance Benefits

            5.1. Eligibility for Severance Benefits.

            (a) If a Participant Separates from Service with the Company in an Eligible Termination, the Participant shall receive Severance Benefits in the amount determined under Section 5.2.

            (b) If a Participant Separates from Service with the Company in an Ineligible Termination, the Participant shall not be entitled to receive Severance Benefits.

            (c) Notwithstanding anything herein to the contrary, a Participant’s Separation from Service shall constitute an Ineligible Termination rather than an Eligible Termination if the Participant, prior to his or her Separation from Service, (i) is employed by or otherwise provides services for compensation to a 409A Affiliate or a division or business unit of the Company that is sold in whole or in part to an entity that is not a 409A Affiliate of CIT or otherwise affiliated with CIT (such as a joint venture of which CIT or a 409A Affiliate is a member, owner or partner) (the “Purchaser”), whether by sale of stock or assets, and (ii) is offered Comparable Employment with such Purchaser, whether or not the Participant actually accepts such Comparable Employment with the Purchaser.

            (d) Participants who are offered and accept a position with a Purchaser shall be deemed to have separated in an Ineligible Termination, even if such position does not constitute Comparable Employment. Upon initial employment with a Purchaser, whether or not in Comparable Employment, all rights of the Participant under this Plan shall terminate, and no Severance Benefits shall be payable hereunder.

            5.2. Amount of Severance Benefits.

            (a) If the date of a Participant’s Eligible Termination is (x) before the occurrence of a Change in Control or (y) more than two years after the occurrence of such a Change in Control, the Company shall provide to such Participant the following Severance Benefits:

                  (i) An Initial Severance Amount equal to the sum of (A) two times the Participant’s Base Compensation, plus (B) a pro rata Average Annual

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Bonus for the year of such Eligible Termination, prorated based on the number of months (rounded to the next whole month) that the Participant was actively employed during the calendar year in which such termination occurred; provided, however, that such cash payment shall in no event exceed two times the lesser of (x) the sum of the Participant’s Annual Base Salary for the calendar year preceding the calendar year in which the Eligible Termination occurs, or (y) the applicable limit under Section 401(a)(17) of the Code in effect for the year in which the Eligible Termination occurs;

                  (ii) A Second Severance Amount, if any, equal to (A) the sum of (x) two times the Participant’s Base Compensation, plus (y) a pro rata Average Annual Bonus for the year of such Eligible Termination, prorated based on the number of months (rounded to the next whole month) that the Participant was actively employed during the calendar year in which such termination occurred, minus (B) the Initial Severance Amount described in Section 5.2(a)(i);

                  (iii) outplacement services for a period of months following the Participant’s date of Eligible Termination to be determined by the Committee; provided, however, that in no event shall outplacement services be provided to any Participant beyond the last day of the second calendar year following the calendar year in which the Eligible Termination occurs;

                  (iv) credit for two additional years of benefit service and two additional years of age under the Company Retirement Plan and the Company New Executive Retirement Plan (if the Participant is covered by the Company New Executive Retirement Plan) determined in accordance with the terms of such plans; and

                  (v) the option to elect continued coverage under the applicable group medical and dental benefit plans made available by the Company to eligible active employees of the Company, subject to the same periodic contribution requirements applicable to active employees, until the earlier of the second anniversary of such Eligible Termination or the date on which the Participant begins receiving comparable coverage from another entity; provided, however, that to the extent reimbursements of medical and dental care expenses constitute deferred compensation subject to Section 409A of the Code, the Company shall reimburse medical and dental care expenses no later than the last day of the calendar year next following the calendar year in which such expenses were incurred.

            (b) If the date of a Participant’s Eligible Termination occurs upon or within two years after the occurrence of a Change in Control, then in lieu of the Severance Benefits described in Section 5.2(a), the Company shall provide to such Participant the following Severance Benefits:

                  (i) An Initial Severance Amount equal to the sum of (A) two times the Participant’s Base Compensation, plus (B) a pro rata Average Annual Bonus for the year of such Eligible Termination, prorated based on the number of months (rounded to the next whole month) that the Participant was actively employed during the calendar year in which such termination occurred, plus (C) two times the Participant’s Average Annual Bonus; provided, however, that such cash payment shall in no event exceed two times the lesser of (x) the sum of the Participant’s Annual Base Salary for the

8

calendar year preceding the calendar year in which the Eligible Termination occurs, or (y) the applicable limit under Section 401(a)(17) of the Code in effect for the year in which the Eligible Termination occurs;

                  (ii) A Second Severance Amount, if any, equal to (A) the sum of (x) two times the Participant’s Base Compensation, plus (y) a pro rata Average Annual Bonus for the year of such Eligible Termination, prorated based on the number of months (rounded to the next whole month) that the Participant was actively employed during the calendar year in which such termination occurred, plus (z) two times the Participant’s Average Annual Bonus, minus (B) the Initial Severance Amount described in Section 5.2(b)(i);

                  (iii) outplacement services for a period of months following the Participant’s date of Eligible Termination to be determined by the Committee; provided, however, that in no event shall outplacement services be provided to any Participant beyond the last day of the second calendar year following the calendar year in which the Eligible Termination occurs;

                  (iv) credit for two additional years of benefit service and two additional years of age under the Company Retirement Plan and the Company New Executive Retirement Plan (if the Participant is covered by the Company New Executive Retirement Plan) determined in accordance with the terms of such plans; and

                  (v) the option to elect continued coverage under the applicable group medical and dental benefit plans made available by the Company to eligible active employees of the Company, subject to the same periodic contribution requirements applicable to active employees, until the earlier of the second anniversary of such Eligible Termination or the date on which the Participant begins receiving comparable coverage from another entity; provided, however, that to the extent reimbursements of medical and dental care expenses constitute deferred compensation subject to Section 409A of the Code, the Company shall reimburse medical and dental care expenses no later than the last day of the calendar year next following the calendar year in which such expenses were incurred.

            (c) Notwithstanding anything to the contrary, a Participant hereunder shall be ineligible to participate in or receive benefits under any other severance or termination plan, program or arrangement of the Company. The amount of a Participant’s Severance Benefits hereunder shall not be reduced by the amount or value of any compensation or benefits payable to the Participant with respect to services performed after an Eligible Termination, and the Participant shall be under no obligation to seek subsequent employment or to mitigate the damages resulting from such Eligible Termination.

            5.3. Time and Form of Payment.

            (a) The Initial Severance Amount shall be paid in the form of 12 monthly installments commencing on the first payroll pay date in the calendar month next following the Participant’s Eligible Termination and continuing on the first payroll pay date in each month thereafter until all 12 monthly installments have been paid; provided, however, that if the General Release executed by the Participant pursuant to Section 5.5 hereof has not

9

become irrevocable at the time a monthly installment payment is otherwise due (for example, as a result of the applicable revocation period not having expired), payment of such installment will be delayed until such General Release becomes irrevocable. The Company will pay any monthly installments that were due prior to the effective date of the release in a lump sum on the date scheduled for payment of the next monthly installment.

            (b) The Second Severance Amount shall be paid in the form of a lump sum on the payroll pay date coincident with or next following the first anniversary of the Participant’s Eligible Termination.

            (c) The additional retirement benefits payable as a result of the additional age and benefit service credited under the Company Retirement Plan, as described in Section 5.2(a)(iv) and Section 5.2(b)(iv), shall be paid at such time and in such form as the Participant’s benefits are paid under the Company Supplemental Retirement Plan. The additional retirement benefits payable as a result of the additional age and benefit service credited under the Company New Executive Retirement Plan, as described in Section 5.2(a)(iv) and Section 5.2(b)(iv), shall be paid at such time and in such form as the Participant’s benefits are paid under the Company New Executive Retirement Plan.

            (d) Payment of the Initial Severance Amount is intended to constitute a payment separate from the Second Severance Amount that is made pursuant to an involuntary separation pay plan, as described in Section 1.409A -1(b)(9)(iii) of the Treasury Regulations.

            5.4. Section 409A Compliance. If, at the time of a Participant’s Eligible Termination with the Company, the Participant is a Specified Employee, then any Severance Benefits payable to the Participant prior to the 6-month anniversary of the Participant’s date of Eligible Termination, which constitute deferred compensation subject to Section 409A of the Code, shall be delayed and not paid to the Participant until the first business day following the 6-month anniversary of the Participant’s date of Eligible Termination, at which time such delayed amounts will be paid to the Participant in a cash lump sum.

            5.5. Agreement and General Release. Notwithstanding any provision of this Plan to the contrary, the obligation of the Company to pay any Severance Benefits to a Participant is expressly conditioned upon the Participant’s timely execution of an agreement to be bound by a General Release of any and all claims arising out of or relating to the Participant’s employment and Separation from Service and agreement by the Participant to the terms and conditions of Section 9 below that becomes irrevocable not later than the last day of the fourth calendar month following the calendar month in which occurs the Participant’s Eligible Termination. The Company shall have no obligation to pay any Severance Benefits to a Participant who fails to execute a General Release that becomes irrevocable after the last day of the fourth calendar month following the calendar month in which the Participant’s Eligible Termination occurs. Such General Release shall be made in a form satisfactory to the Company and shall be for the benefit of the Company, its respective affiliates, and their respective officers, directors, employees, agents, successors and assigns.

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            5.6. Date of Termination. A Separation from Service by the Company for Cause shall be effective no sooner than the date upon which a written notice specifying the basis for Cause is delivered to the Participant, and a Separation from Service by the Participant for Good Reason shall be effective no sooner than the date upon which a written notice specifying the basis for Good Reason is delivered to the Company and the Committee.

            5.7. Nontransferability of Severance Benefits. No right to Severance Benefits may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

     Section 6. Beneficiary Designation. The beneficiary or beneficiaries of the Participant to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit shall be determined under the Company’s Group Life Insurance Plan. A Participant under the Plan may, from time to time, name any beneficiary or beneficiaries to receive any benefit in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, including the beneficiary designated under the Company’s Group Life Insurance Plan, and will be effective only when filed by the Participant in writing (in such form or manner as may be prescribed by the Committee) with the Company during the Participant’s lifetime. In the absence of a valid designation under the Company’s Group Life Insurance Plan or otherwise, if no validly designated beneficiary survives the Participant or if each surviving validly designated beneficiary is legally impaired or prohibited from taking, the Participant’s beneficiary shall be the Participant’s estate.

     Section 7. Amendment and Termination.

            7.1. Amendment and Termination Prior to a Change in Control. Prior to the occurrence of a Change in Control, the Committee may at any time, and from time to time, in its sole discretion alter, amend, suspend or terminate the Plan in whole or in part for any reason or for no reason; provided, however, that no alteration, amendment, suspension or termination of the Plan shall adversely affect in any material way the Severance Benefits of any Participant who has an Eligible Termination prior to such action; provided, further, that no such alteration, amendment, suspension or termination of the Plan shall be taken during the period of time when the Committee has knowledge that any Person has taken steps reasonably calculated to effect a Change in Control of the Company (a “Possible Change in Control”) until in the opinion of the Committee, such Possible Change in Control is no longer a reasonable possibility.

            7.2. Subsequent Amendment and Termination. Upon and after the occurrence of a Change in Control, the Committee may at any time, and from time to time, in its sole discretion alter, amend, suspend or terminate the Plan in whole or in part for any reason or for no reason; provided, however, that no alteration, amendment, suspension or termination of the Plan shall be made within two years following the effective date of a Change in Control.

            7.3. Section 409A Compliance. If any provision of the Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition

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on a Participant, beneficiary or any other person of additional taxes, penalties and interest under Section 409A of the Code, the Committee may modify the terms of the Plan, without the consent of any Participant or beneficiary, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to comply with Section 409A of the Code; provided, however, that any such reformation shall, to the maximum extent the Committee reasonably and in good faith determines to be possible, retain the economic and tax benefits to the affected Participant hereunder while not materially increasing the cost to the Company of providing such benefits to the Participant.

     Section 8. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.

     Section 9. Prohibited Activity. In consideration of his receipt of benefits under this Plan, the Participant shall not at any time after his or her Separation from Service, without the prior written consent of the Committee, directly or indirectly, (i) engage or be interested in (as a shareholder, partner, joint venturer, employee, consultant, lender, advisor, and/or agent), with or without compensation, any business anywhere in the United States that is in competition with any line of business actively being conducted by the Company at the time of the Participant’s termination; (ii) solicit, recruit or hire any person who is then (or who was during the immediately preceding six months) an employee of the Company, or solicit or encourage any employee of the Company to leave the employment of the Company; or (iii) disparage or publicly criticize the Company. Such restrictions shall apply during the period ending on the first anniversary of a Participant’s Eligible Termination for purposes of clauses (i) and (iii), and during the period ending on the second anniversary of a Participant’s Eligible Termination for purposes of clause (ii). Nothing herein, however, will prohibit a Participant from acquiring or holding not more than one percent (1%) of any class of publicly traded securities of any such business; provided that such securities entitle Employee to no more than one percent (1%) of the total outstanding votes entitled to be cast by security holders of such business in matters on which such security holders are entitled to vote.

     In addition to any other relief to which the Company may be entitled, the Company will be entitled to seek and obtain injunctive relief (without the requirement of any bond) from a court of competent jurisdiction for the purposes of restraining a Participant from an actual or threatened breach of the above covenants. In addition, and without limiting the Company’s other remedies, in the event of any breach by a Participant of such covenants, the Company will have no obligation to pay any of the amounts that continue to remain payable to the Participant after the date of such breach of the above covenants.

     Section 10. Successors. All obligations of CIT and the Company under the Plan with respect to Severance Benefits shall be binding on any successor to CIT and the Company as the case may be, whether the existence of such successor is the result of a direct or indirect purchase of all or substantially all of the business and/or assets of the Company, merger, consolidation, or otherwise.

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     Section 11. Claims Procedure.

            11.1. Adoption. The Committee shall adopt and implement such rules and procedures as it may deem appropriate for the submission of claims for Severance Benefits under the Plan and shall communicate such rules and procedures as in effect from time to time to Participants.

            11.2. Claims Procedure.

            (a) All claims for benefits under the Plan shall be submitted in writing to the Claims Reviewer who shall review and consider the merits of the claim. Written notice of the Claims Reviewer’s decision regarding the application for benefits shall be furnished to the claimant or his or her authorized representative (“Claimant”) within ninety days after receipt of the claim; provided, however, that, if special circumstances require an extension of time for processing the claim, an additional ninety days from the end of the initial period shall be allowed for processing the claim, in which event the Claimant shall be furnished with a written notice of the extension prior to the termination of the initial ninety-day period indicating the special circumstances requiring an extension and the date by which it is anticipated that a decision will be made. Any written notice denying a claim shall set forth the specific reasons for the denial, including specific reference to pertinent provisions of the Plan on which the denial is based; a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and a description of the review procedures set forth in this Section 11 and the time limits applicable to such procedures, including a statement that the Claimant may bring a civil action under Section 502(c) of ERISA if the claim is denied on appeal.

            (b) A Claimant may review all relevant documents and may request a review by the Committee of a decision denying the claim. Such a request shall be made in writing and filed with the Committee within sixty days after delivery to the Claimant of written notice of the decision of the Claims Reviewer. Such written request for review shall contain all additional information that the Claimant wishes the Committee to consider. The Committee may hold a hearing or conduct an independent investigation, and the decision on review shall be made as soon as possible after the Committee’s receipt of the request for review. Written notice of the decision on review shall be furnished to the Claimant within sixty days after receipt by the Committee of a request for review, unless special circumstances require an extension of time for processing, in which event an additional sixty days shall be allowed for review. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when it is anticipated that the determination will be made. Written notice of the decision on review shall include specific reasons for the decision, including the relevant information described in Section 11.2(a) with respect to the initial denial; a statement that the Claimant may review, upon request, copies of all documents relevant to the Claimant’s claim; and a statement that the Claimant is entitled to receive without charge reasonable access to any document (1) relied on in making the determination, (2) submitted, considered or generated in the course of making the benefit determination, (3) that demonstrates compliance with the administrative processes and

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safeguards required in making the determination, or (4) constitutes a statement of policy or guidance with respect to the Plan concerning the denied treatment without regard to whether the statement was relied on.

            11.3. Claims Procedures Applicable to Certain Disability Claims.

            (a) This Section 11.3 shall only apply to claims based upon a determination that a Claimant is Disabled, which determination is made (i) with respect to a Claimant who is not a participant in the Company’s Long-Term Disability Plan, or (ii) after the Company ceases to sponsor a Long-Term Disability Plan.

            (b) All claims for benefits under the Plan that are related to a determination of Disability shall be submitted in writing to the Claims Reviewer who shall review and consider the merits of the claim. Written notice of the Claims Reviewer’s decision regarding the application for benefits shall be furnished to the Claimant within forty-five days after receipt of the claim; provided, however, that, if special circumstances require an extension of time for processing the claim, an additional thirty days from the end of the initial period shall be allowed for processing the claim, in which event the Claimant shall be furnished with a written notice of the extension prior to the termination of the initial forty five-day period indicating the special circumstances requiring an extension and the date by which it is anticipated that a decision will be made; provided further that, if special circumstances require a second extension of time for processing the claim, an additional thirty days from the end of the first extension period shall be allowed for processing the claim, in which event the Claimant shall be furnished with a written notice of extension prior to the termination of the first extension period indicating the special circumstances requiring a second extension and the date by which it is anticipated that a decision will be made.

            If such an extension is necessary due to a failure of the Claimant to submit the information necessary to decide the claim, the written notice of extension shall specifically describe the required information, and the Claimant shall be given at least forty-five days from receipt of the notice of extension within which to provide the specified information.

            Any written notice denying a claim shall set forth the specific reasons for the denial, including specific reference to pertinent provisions of the Plan on which the denial is based; a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; a description of the review procedures set forth in this Section 11.3 and the time limits applicable to such procedures, including a statement that the Claimant may bring a civil action under Section 502(c) of ERISA if the claim is denied on appeal; and a copy of any internal rule, guideline, protocol, or other similar criterion to the extent relied upon by the Claims Reviewer in making its decision.

            (c) A Claimant may review all relevant documents and may request a review by the Committee of a decision denying the claim. Such a request shall be made in writing and filed with the Committee within one hundred eighty days after delivery to the Claimant of written notice of the decision of the Claims Reviewer. Such written request for

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review shall contain all additional information that the Claimant wishes the Committee to consider. The Committee may hold a hearing or conduct an independent investigation, and the decision on review shall be made as soon as possible after the Committee’s receipt of the request for review. If the claim denial is appealed on the basis of medical judgment, the Committee shall identify the health care professional who made such judgment, and shall consult with an independent health care professional who is qualified in the areas of dispute and who shall not have been involved in the initial claim denial. Written notice of the Committee’s decision on review shall be furnished to the Claimant within forty-five days after receipt by the Committee of a request for review, unless special circumstances require an extension of time for processing, in which event an additional forty-five days shall be allowed for review. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when it is anticipated that the determination will be made. Written notice of the decision on review shall include specific reasons for the decision, including the relevant information described in Section 11.3(b) with respect to the initial denial; a statement that the Claimant may review, upon request, copies of all documents relevant to the Claimant’s claim; a statement that the Claimant is entitled to receive without charge reasonable access to any document (1) relied on in making the determination, (2) submitted, considered or generated in the course of making the benefit determination, (3) that demonstrates compliance with the administrative processes and safeguards required in making the determination, or (4) constitutes a statement of policy or guidance with respect to the Plan concerning the denied treatment without regard to whether the statement was relied on; a statement describing the Plan’s optional appeals procedures, including the provision for optional arbitration under Section 11.5, and the Claimant’s right to receive information about the procedures as well as the Claimant’s right to bring a civil action under Section 502(a) of ERISA; and the following statement: “You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

            11.4. Judicial Review. A claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within one year of the date the final decision on the adverse benefit determination on review is issued or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan other than optional arbitration described in Section 11.5 before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

            11.5. Optional Arbitration.

            (a) Any controversy or claim arising out of or relating to a claim for benefits payable by the Plan may, at the option of the Claimant, be settled by binding arbitration in the state of New Jersey in accordance with the procedures of the American Arbitration Association; provided, however, that any such submission by the Participant

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must be made within one year of the date the final decision on the adverse benefit determination on review is issued. In this connection, the Committee shall make a copy of these rules available for inspection by any concerned person or his authorized representative during normal business hours.

            (b) The determination of the arbitrator shall be conclusive and binding on the Company and the Claimant, and judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company will bear all costs of arbitration, except that the arbitrator shall have the power to apportion among the parties other expenses such as pre-hearing discovery, travel costs, and attorneys’ fees.

     Section 12. Legal Construction.

            12.1. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

            12.2. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

            12.3. Requirements of Law. The operation of the Plan and the payment of Severance Benefits hereunder shall be subject to all applicable laws, rules, and regulations, and to such approvals as may be required.

            12.4. Governing Law. To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey.

            12.5. Special Compensation. Except as otherwise required by law or as specifically provided in any plan or program maintained by the Company, no payment under the Plan shall be included or taken into account in determining any benefit under any pension, thrift, profit sharing, group insurance, or other benefit plan maintained by the Company.

            12.6. Incompetent Payee. If the Committee shall find that any individual to whom any amount is payable under the Plan is found by a court of competent jurisdiction to be unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then the payment due to him or her or to his or her estate (unless a prior claim thereof has been made by a duly appointed legal representative) may, if the Committee so elects, be paid to his or her spouse, a child, a relative, an institution maintaining or having custody of such individual, or any other individual deemed by the Committee to be a proper recipient on behalf of such individual otherwise entitled to payment. Any such payment shall constitute a complete discharge of all liability of the Plan thereof.

            12.7. Plan Not an Employment Contract. This Plan is not, nor shall anything contained herein be deemed to give any Employee, Participant or other individual any

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right to be retained in his or her employer’s employ or to in any way limit or restrict his or her employer’s right or power to discharge any Employee or other individual at any time and to treat such Employee without any regard to the effect which such treatment might have upon him or her as a Participant of the Plan.

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EX-10.31

Exhibit 10.31

Joseph M. Leone

     AMENDED AND RESTATED AGREEMENT by and among CIT Group Inc. a Delaware corporation (the "Company") and Joseph M. Leone (the "Executive") dated as of the 8th day of May 2008.

     WHEREAS, the Company and the Executive entered into an Employment Agreement dated August 1, 2004 (the “Agreement”);

     WHEREAS, the Company and the Executive entered into an Amendment Agreement, dated November 12, 2007 (the "Amendment Agreement"), to the Agreement;

     WHEREAS, the Company and the Executive wish to amend and restate the Agreement to reflect the Amendment Agreement and to amend the definition of "Change of Control";

     WHEREAS, the Company desires to continue to employ the Executive in accordance with the following terms and conditions, and the Executive desires to be so employed.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1. Effective Date. The "Effective Date" shall mean September 1, 2004.

     2. Term. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on December 31, 2008 (the "Term"). This Employment Agreement and the Term may be extended for one (1) or more additional periods by written agreement signed by the parties hereto at any time prior to the end of the term in effect.

     3. Terms of Employment.

     (a) Position and Duties.

            (i) During the Term (A) the Executive shall serve as Vice Chairman –Chief Financial Officer with such authority, duties and responsibilities as are commensurate with such position and as may be consistent with such position, reporting to the Chief Executive Officer of the Company or such other officer as designated by the Chief Executive Officer of the Company, and (B) the Executive's services shall be performed at the location such services were performed immediately prior to the Effective Date.

            (ii) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Term, it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, or manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's

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responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

     (b) Compensation.

            (i) Base Salary. During the Term, the Executive shall receive an annual base salary ("Annual Base Salary") of no less than the rate of the Executive's base salary on the date immediately prior to the Effective Date. During the Term, the Annual Base Salary shall be reviewed at the time that the salaries of all of the executive officers of the Company are reviewed. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. Annual Base Salary shall be payable as earned during the Term at such time and in such manner consistent with the Company's payroll practices for other senior executives, unless otherwise deferred in accordance with the terms of the CIT Group Inc. Deferred Compensation Plan, as amended (the "DCP").

            (ii) Annual Bonus. For each complete calendar year during the Term, the Executive shall be entitled to a bonus pursuant to the Company's incentive plans and programs ("Annual Bonus"). Executive's target bonus for the first complete year during the Term shall be 150% of his Annual Base Salary ("Target Bonus"). Notwithstanding paragraph 3(b)(v) hereof, the Target Bonus in subsequent years of the Term shall not be less than the amount set forth in the previous sentence.

            (iii) Incentive Awards.

            (A) During the Term, the Executive shall be eligible to participate in annual and long-term incentive plans applicable to comparable executives of the Company.

            (iv) Other Benefits. During the Term, the Executive shall be entitled to participate in all employee pension, welfare, perquisites, fringe benefit, and other benefit plans, practices, policies and programs generally applicable to comparable executives of the Company in substantially comparable positions as the Executive. In addition, the Executive shall be entitled to continued participation in any supplemental and/or excess retirement plans available to similarly situated executives of the Company, and in the Company's Executive Retirement Plan, and retiree medical and life insurance plans in which the Executive was participating on the date of this Agreement during the Term, at economic levels at least equal to the levels of Executive's participation in such plans or programs as of the date immediately prior to the Effective Date.

            (v) Modifications. The Company may at any time or from time to time amend, modify, suspend or terminate any bonus or incentive compensation or employee benefit plans or programs provided hereunder for any reason and without the Executive's consent;

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provided that, without the Executive's consent, the Company may not reduce the aggregate value of the employee benefit plans or programs provided to the Executive hereunder unless such reduction is consistent with reductions affecting similarly situated employees of comparable rank of the Company.

            (vi) Expense Reimbursement. During the Term, the Executive shall be entitled to receive prompt reimbursement for all expenses incurred by the Executive in accordance with the Company's expense reimbursement policies.

            (vii) Vacation. During the Term, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company as in effect with respect to the senior executives of the Company.

     4. Termination of Employment.

     (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 11(a) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

     (b) Cause. The Company may terminate the Executive's employment during the Term for Cause. For purposes of this Agreement, "Cause" shall mean:

            (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer of the Company or such other officer as designated by the Chief Executive Officer which specifically identifies the manner in which the Chief Executive Officer or his designee believes that the Executive has not substantially performed the Executive's duties, or

            (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or its affiliates, or

            (iii) conviction of a felony or guilty or nolo contendere plea by the Executive with respect thereto; or

            (iv) a material breach of Section 8 of this Agreement.

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For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or upon the instructions of the Chief Executive Officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

     (c) Notice of Termination. Any termination by the Company for Cause or by the Executive for any reason, including retirement, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(a) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated; and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company's rights hereunder.

     (d) Date of Termination. "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause or as a result of the Executive's resignation or retirement, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be; (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination; (iii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

     (e) Retirement. If the Executive's employment terminates on or after May 26, 2008 (the "Retirement Date") (including during any extension of the Term pursuant to Section 2 or during the Change of Control Extension Period (as defined in Section 9(a)), if applicable) for any reason other than termination of employment (i) due to the Executive's death or Disability, (ii) due to the Executive's involuntary termination by the Company for Cause or (iii) without Cause during the Change in Control Extension Period, such termination shall be treated as a retirement for all purposes of this Agreement, and the only amounts payable to the Executive in connection with such retirement shall be the amounts contemplated by Section 5(e).

     5. Obligations of the Company upon Termination.

     (a) Termination other than for Cause Prior to the Retirement Date. If the Executive's employment with the Company is terminated by the Company without Cause prior to the Retirement Date, then, as of the date of such termination of employment, the following shall apply:

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            (i) (A) The Company shall pay to the Executive in cash the aggregate of the following amounts in a lump sum within 10 days after the Date of Termination, the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the Severance Bonus defined below and (y) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, in each case to the extent not theretofore paid. For purposes of this Agreement, the term "Severance Bonus" means the greater of (I) the Executive's average Annual Bonus over the two calendar years preceding the Date of Termination and (II) the Executive's Target Bonus.

            (B) In addition, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates in accordance with the terms and normal procedures of each such plan, program, policy or practice.

            (ii) In addition, the Executive shall be deemed as of the Date of Termination to have attained the age of 55 for purposes of (i) all relevant Company retirement plans (including qualified, supplemental and excess plans, including without limitation the Company's Executive Retirement Plan and New Executive Retirement Plan) and (ii) all performance share and stock option awards outstanding as of such Date of Termination; provided, however, that the payment provisions (or the Executive's elections, if applicable) under the applicable Company nonqualified retirement plan will apply for purposes of determining the time and form of payment of the retirement benefits resulting from the operation of this provision.

     (b) Termination for Cause or Resignation for Any Reason Prior to the Retirement Date. If, during the Term, (i) the Executive's employment shall be terminated by the Company for Cause or (ii) the Executive shall resign prior to the Retirement Date for any reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive an amount equal to the amount described in clause (1) of Section 5(a)(i)(A) above and timely payment or provision of the benefits set forth in Section 5(a)(i)(B) above, in each case, to the extent theretofore unpaid.

     (c) Death. If the Executive's employment is terminated by reason of the Executive's death during the Term, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for (i) payment of a lump sum cash amount equal to the Executive's Annual Base Salary as in effect at the time of the Executive's death, (ii) payment of the amount set forth in Section 5(a)(i)(A) above; and (iii) timely payment or provision of the benefits set forth in Section 5(a)(iv) above. In addition, all restrictions on restricted stock held by the Executive shall lapse and all outstanding unvested stock options, stock appreciation rights, tandem options, tandem stock appreciation rights, performance shares, performance units, or any similar equity share or unit held by the Executive shall vest immediately. The payments provided for in subsections (i) and (ii) of this Section 5(c) shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination.

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     (d) Disability. If the Executive's employment is terminated by reason of the Executive's Disability, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of a cash amount equal to the Executive's Annual Base Salary as in effect at the time of the Executive's Disability, which shall be paid in equal installments over 12 months in accordance with Executive's normal payroll periods in effect immediately prior to the Date of Termination, (ii) payment of the amount set forth in Section 5(a)(i)(A) above (payable to the Executive in a lump sum in cash within 10 days of the Date of Termination), and (iii) timely payment or provision of the benefits set forth in Section 5(a)(iv) above. In addition, all restrictions on restricted stock held by the Executive shall lapse and all outstanding unvested stock options, stock appreciation rights, tandem options, tandem stock appreciation rights, performance shares, performance units, or any similar equity share or unit held by the Executive shall vest immediately. To the extent permitted by applicable law and in accordance with the Company's Long-Term Disability plan, the Executive shall continue to accrue age and service credit through retirement for purposes of the Company's qualified and nonqualified retirement plans.

     (e) Retirement. If the Executive's employment is terminated by reason of his retirement under the terms of the applicable Company retirement plan during the Term, this Agreement shall terminate without further obligations to the Executive other than for (i) payment of the amount set forth in Section 5(a)(i)(A) above (payable to the Executive in a lump sum in cash within 30 days of the Date of Termination) and (ii) timely payment or provision of the benefits set forth in Section 5(a)(i)(B) above.

     (f) Non-exclusivity of Rights. Except as specifically provided, nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliates and for which the Executive may qualify, nor, subject to Section 11(e), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or its affiliates. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, the Company or its affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. As used in this Agreement, the terms "affiliated companies" and "affiliates" shall include any company controlled by, controlling or under common control with the Company.

     (g) In connection with the Executive's retirement under Section 5(e) hereof or the termination of Executive's employment other than for Cause under Section 5(a) hereof, the Executive shall deliver to the Company a release of claims in the form attached hereto as Exhibit A.

     6. Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced

6

whether or not the Executive obtains other employment. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code, if the Executive prevails on any material claim made by the Executive and disputed by the Company under this Agreement; provided that the Executive's costs and expenses shall be reimbursed not later than the last day of the calendar year following the calendar year in which the costs and expenses were incurred.

     7. Certain Additional Payments by the Company. If at any time for any reason any payment or distribution (a "Payment") by the Company or any other person or entity to or for the benefit of the Executive is determined to be a "parachute payment" (within the meaning of Section 280G(b)(2) of the Code), whether paid or copayable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with or arising out of his employment with the Company or a change in ownership or excise tax imposed by Section 4999 of the Code (the "Excise Tax"), within a reasonable period of time after such determination is reached the Company shall pay to the Executive an additional payment (the "Gross-Up Payment") in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on such Payment and any federal, state or local income or employment tax or other taxes and Excise Tax on the Gross-Up Payment, shall equal the amount of such Payment (including any interest or penalties with respect to any of the foregoing). All determinations concerning the application of the foregoing shall be made by a nationally recognized firm of independent accountants (together with legal counsel of its choosing), selected by the Company after consultation with the Executive (which may be the Company's independent auditors), whose determination shall be conclusive and binding on all parties. The fees and expenses of such accountants and counsel shall be borne by the Company. If the accounting firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on his Federal income tax return. In the event the Internal Revenue Service assesses the Executive an amount of Excise Tax in excess of that determined in accordance with the foregoing, the Company shall pay to the Executive an additional Gross-Up Payment, calculated as described above in respect of such excess Excise Tax, including a Gross-Up Payment in respect of any interest or penalties imposed by the Internal Revenue Service with respect to such excess Excise Tax. Gross-Up Payments (including any additional Gross-Up Payments) shall be paid not later than the last day of the calendar year following the calendar year in which the Executive remits the Excise Tax to the proper tax authority.

     8. Confidentiality and Competitive Activity.

     (a) The Executive acknowledges that he has acquired and will continue to acquire during the Term confidential information regarding the business of the Company and its respective affiliates. Accordingly, the Executive agrees that, without the written consent of the Board, he will not, at any time, disclose to any unauthorized person or otherwise use any such confidential information. For this purpose, confidential information means nonpublic

7

information concerning the financial data, business strategies, product development (and proprietary product data), customer lists, marketing plans, and other proprietary information concerning the Company and its respective affiliates, except for specific items which have become publicly available other than as a result of the Executive's breach of this agreement. Notwithstanding the foregoing, nothing herein shall prevent Executive from responding to lawful subpoenas or court orders without the Company's prior written consent; provided, that the Executive shall have given the Company prior written notice of any such subpoena or court order promptly following receipt thereof.

     (b) During the time that the Executive is employed by the Company under this Agreement and then for one year after the date of termination of the employment of the Executive for any reason, the Executive will not, without the written consent of the Board, directly or indirectly (A) knowingly engage or be interested in (as owner, partner, stockholder, employee, director, officer, agent, consultant or otherwise), with or without compensation, any business in the United States which is in competition with any line of business actively being conducted on the Date of Termination by the Company, and (B) disparage or publicly criticize the Company or any of its affiliates. Nothing herein, however, will prohibit the Executive from acquiring or holding not more than one percent of any class of publicly traded securities of any such business; provided that such securities entitle the Executive to not more than one percent of the total outstanding votes entitled to be cast by securityholders of such business in matters on which such securityholders are entitled to vote.

     (c) During the time that the Executive is employed by the Company under this Agreement and then for two years after the Date of Termination of the employment of the Executive for any reason, the Executive will not, without the written consent of the Board, directly or indirectly, hire any person who was employed by the Company or any of its subsidiaries or affiliates (other than persons employed in a clerical or other non-professional position) within the six-month period preceding the date of such hiring, or solicit, entice, persuade or induce any person or entity doing business with the Company and its respective affiliates, to terminate such relationship or to refrain from extending or renewing the same.

     (d) The Executive hereby acknowledges that the provisions of this Section 8 are reasonable and necessary for the protection of the Company and its respective affiliates. In addition, he further acknowledges that the Company and its respective affiliates will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, the Executive agrees that, in addition to any other relief to which the Company may be entitled, the Company will be entitled to seek and obtain injunctive relief (without the requirement of any bond) from a court of competent jurisdiction for the purposes of restraining him from an actual or threatened breach of such covenants. In addition, and without limiting the Company's other remedies, in the event of any breach by the Executive of such covenants, the Company will have no obligation to pay any of the amounts that continue to remain payable to the Executive after the date of such breach under Section 5 hereof.

     9. Change of Control.

8

     (a) Contract Extension. In the event of a Change of Control during the Term, the Term shall be extended to the second anniversary of the Change of Control (such two year period, the "Change of Control Extension Period").

     (b) Special Payment. If the Executive's employment is terminated without Cause during the Change of Control Extension Period:

            (i) the Company shall pay to the Executive in cash the aggregate of the following amounts:

            (A) the amounts or benefits contemplated in Sections 5(a)(i)(A) and 5(a)(i)(B); and

            (B) subject to compliance with Section 8, an amount equal to 2.5 times the sum of the Executive's Annual Base Salary and the Severance Bonus, payable in a lump sum within 30 days after the Date of Termination; and

            (ii) all restrictions on restricted stock held by the Executive shall lapse and all outstanding unvested stock options, stock appreciation rights, tandem options, tandem stock appreciation rights, performance shares, performance units, or any similar equity share or unit held by the Executive shall vest immediately. Notwithstanding any provision regarding an earlier termination of stock options set forth in any stock option or other agreement, the stock options referred to in this Section 9(b)(ii) shall terminate and have no force or effect upon the earlier of (x) two (2) years after the Date of Termination or (y) the expiration of the option term as defined in the applicable stock option agreement; and

            (iii) subject to compliance with Section 8, continued benefit coverage which permits the Executive to continue to receive, for 2.5 years from the Date of Termination, at the Company's expense, life insurance and medical, dental and disability benefits at least comparable to those provided by the Company on the Date of Termination, provided that the Executive shall not receive such life insurance, medical, dental or disability benefits, respectively, if the Executive obtains other employment that provides for such benefit(s); provided further that, to the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Code, the Company shall reimburse the medical and dental care expenses by no later than the last day of the calendar year next following the calendar year in which such expenses are incurred; and

            (iv) to the extent permitted by applicable law, the Executive shall be credited with two additional years of age and service credit under all relevant Company retirement plans (including qualified, supplemental and excess plans, including without limitation the Company's Executive Retirement Plan and New Executive Retirement Plan, and, for the purpose of clarity, to the extent the Executive is a participant in the cash balance arrangement under the Company's Retirement Plan, the cash balance account will be increased as if the Executive had received two additional years of contributions based upon the Executive's compensation as of the Date of Termination); provided that the payment provisions (or the Executive's elections, if applicable) under the applicable Company nonqualified retirement plan will apply for purposes of determining the time and form of payment of the retirement benefits

9

resulting from the crediting of the Executive with an additional two years of age and service credit hereunder; and

            (v) the Company shall provide the Executive with outplacement services, not to exceed a reasonable cost, until the Executive accepts new employment; provided that outplacement services shall not be provided to Executive beyond the last day of the second calendar year following the calendar year which contains the Executive's Date of Termination.

     (c) No Plan Modification. In the event of a Change of Control during the Term, Section 3(b)(v) shall not be effective.

     (d) Change of Control Defined. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if:

            (i) any "Person" (as defined below) becomes the "Beneficial Owner" (as defined below), directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company's then outstanding securities; or

            (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommend; or

            (iii) there is consummated a merger or consolidation of the Company or any subsidiary with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company's then outstanding securities; or

            (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity,

10

more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For this purpose, (A) "Person" shall mean any person, entity or "group" within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (v) a person or group as used in Rule 13d-1(b) under the Exchange Act; and (B) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

     10. Successors.

     (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

     (b) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

     11. Miscellaneous.

     (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the States of New York or New Jersey in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

     If to the Executive:

     At the most recent home address on file for the Executive at the Company;

11

     If to the Company:

     1 CIT Drive
     Livingston, New Jersey 07039
     Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

     (b) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

     (c) The Company may withhold from any amounts payable under this Agreement such Federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

     (d) The Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

     (e) From and after the Effective Date, this Agreement shall supersede the Retention Agreement and any other employment, severance or change of control agreement between the parties or severance or change of control plan, program or policy of the Company covering the Executive with respect to the subject matter except as expressly provided herein.

     (f) Notwithstanding anything herein to the contrary, if, at the time of the Executive's termination of employment with the Company, the Executive is a "specified employee" within the meaning of Section 409A of the Code, as determined under the Company's established methodology for determining specified employees, then, solely to the extent necessary to avoid the imposition of additional taxes, penalties or interest under Section 409A of the Code, any payments to the Executive hereunder which provide for the deferral of compensation, within the meaning of Section 409A of the Code, and which are scheduled to be made as a result of the Executive's termination of employment during the period beginning on the date of the Executive's Date of Termination and ending on the six-month anniversary of such date shall be delayed and not paid to the Participant until the first business day following such sixth month anniversary date, at which time such delayed amounts will be paid to the Executive in a cash lump sum (the "Catch-up Amount"). If payment of an amount is delayed as a result of this Section 11(f), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Executive but for this Section 11(f) to the day prior to the date the Catch-up Amount is paid. The rate of interest shall be the short term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which occurs the date of the Executive's Date of Termination. Such interest shall be paid at the same time that the Catch-up Amount is paid. If the Executive dies on or after the date of the Executive's Date of Termination and prior to the payment of the Catch-up Amount, any amount delayed pursuant to this Section 11(f) shall be paid to the Executive's estate, together with interest, within 30 days following the Executive's death. Notwithstanding the foregoing, neither the Company nor any of

12

its employees or representatives shall have any liability to the Executive with respect to the application of this Section 11(f).

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors and the Company have caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

	/s/ Joseph M. Leone
	Joseph M. Leone
	CIT GROUP INC.
By:	/s/ Robert J. Ingato
	Robert J. Ingato

13

EXHIBIT A

RELEASE OF CLAIMS

            In connection with my retirement with CIT Group Inc. (“CIT”) as described in my employment agreement with CIT, dated August 1, 2004, as amended, (the “Employment Agreement”), I provide the following Release of Claims (the “Release”).

     I. General Release.

            I, and each of the my respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge the CIT, its subsidiaries and affiliates (the “Company Group”) and each of their respective officers, employees, directors, shareholders and agents from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of this Release under CIT’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, I hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; the New Jersey Conscientious Employee Protection Act; any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and any other law, common or statutory, of the United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and benefits described in the Employment Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of the my employment relationship or my service as an employee or officer of the Company Group and the termination thereof.

     II. Specific Release of ADEA Claims.

            In consideration for, among other things, certain actions by CIT in support of my decision to retire, the Releasors hereby unconditionally release and forever discharge the Company

14

Group from any and all Claims arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) that I may have as of the date of my signature to this Agreement. By signing this Release, I hereby acknowledge and confirm the following:

     (i) I was advised by CIT in connection with my termination to consult with an attorney of my choice prior to signing this Release and to have such attorney explain to me the terms of this Release, including, without limitation, the terms relating to my release of claims arising under ADEA;

     (ii) I was given a period of not fewer than 21 days to consider the terms of this Release and to consult with an attorney of my choosing with respect thereto, and was given the option to sign the Release in fewer than 21 days if I desired;

     (iii) I am providing the release and discharge set forth in this Release only in exchange for consideration in addition to anything of value to which I am already entitled; and

     (iv) I knowingly and voluntarily accept the terms of this Release.

     I acknowledge that I understand that I may revoke this specific ADEA release contained in this Section II of this Release within seven days following the date on which I sign this Release (the “Revocation Period”) by providing to the General Counsel of CIT, at 1 CIT Drive, Livingston, New Jersey 07039, written notice of my revocation of the release and waiver contained in this Section II of this Release prior to the expiration of the Revocation Period. This right of revocation relates only to the ADEA release set forth in this Section II of this Release and does not act as a revocation of any other term of this Release. Any payments or benefits provided to me under the Employment Agreement shall not commence until the expiration of the Revocation Period.

     III. Representations and Warranties

            I agree that I have not instituted, assisted or otherwise participated in connection with, any action, complaint, claim, charge, grievance, arbitration, lawsuit, or administrative agency proceeding, or action at law or otherwise against any member of the Company Group or any of their respective officers, employees, directors, shareholders or agents. I represent and warrant that I have not assigned any of the Claims being released under this Release.

            I acknowledge that, except as expressly set forth herein, no representations of any kind or character have been made to me by CIT or by any of its agents, representatives, or attorneys to induce the execution of this Release. I understand and acknowledge the significance and consequences of this Release, that it is voluntary, that it has not been entered into as a result of any coercion, duress or undue influence, and expressly confirm that it is to be given full force and effect according to all of its terms, including those relating to unknown Claims. I acknowledge that I had full opportunity to discuss any and all aspects of this Release with legal counsel, and have availed myself of that opportunity to the extent desired. I acknowledge that I have carefully read and fully understand all of the provisions of this Release and have signed the Employment Agreement only after full reflection and analysis.

     IV. Miscellaneous

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            This Release, together with the Employment Agreement, sets forth the entire understanding between CIT and me in connection with its subject-matter and supersedes and replaces any express or implied, written or oral, prior agreement of plans or arrangement with respect to the terms of the my employment and the termination thereof which I may have had with the Company Group (including the Employment Agreement). I acknowledge that in signing this Release, I have not relied upon any representation or statement not set forth in this Release made by CIT or any of its representatives.

            By signing this Release, I acknowledge that: (a) I have read this Release; (b) I understand this Release and know that I am giving up important rights; (c) Section II this Release shall not become effective or enforceable for a period of seven (7) days following its execution; (d) I was advised by CIT, and I am aware, of my right to consult with an attorney before signing this Release; and (e) I have signed this Release knowingly and voluntarily and without any duress or undue influence on the part or behalf of CIT.

Joseph M. Leone

Date

16

EX-12.1

EXHIBIT 12.1

CIT Group Inc. and Subsidiaries

Computation of Ratios of Earnings to Fixed Charges Quarters ended March 31, (dollars in millions)

	2008		2007
Net (loss) income (attributable) available to common shareholders	$(257.2	)	$  200.6
(Benefit) provision for income taxes	(294.2	)	34.1
(Loss) earnings before provision for income taxes	(551.4	)	234.7
Fixed charges:
Interest and debt expenses on indebtedness	954.1		869.0
Minority interest in subsidiary trust holding solely debentures of the company, before tax	–		4.6
Interest factor: one-third of rentals on real and personal properties	4.9		4.3
Total fixed charges	959.0		877.9
Total earnings before provision for income taxes and fixed charges	$ 407.6		$1,112.6
Ratios of earnings to fixed charges	(1)		1.27x

⁽¹⁾      Earnings were insufficient to cover fixed charges by $551.4 million for the quarter ended March 31, 2008.

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

     I, Jeffrey M. Peek, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of CIT Group Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

     (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2008

/s/ Jeffrey M. Peek

Jeffrey M. Peek

Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS
     I, Joseph M. Leone, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of CIT Group Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

     (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2008

/s/ Joseph M. Leone

Joseph M. Leone

Vice Chairman and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant to Section 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     In connection with the Quarterly Report of CIT Group Inc. (“CIT”) on Form 10-Q for the quarter ended March 31, 2008, filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey M. Peek, the Chief Executive Officer of CIT, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

     (i) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

     (ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CIT.

/s/ Jeffrey M. Peek

Jeffrey M. Peek

Chairman and Chief Executive Officer

CIT Group Inc.

Dated: May 12, 2008

EX-32.2

EXHIBIT 32.2

Certification Pursuant to Section 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     In connection with the Quarterly Report of CIT Group Inc. (“CIT”) on Form 10-Q for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph M. Leone, the Chief Financial Officer of CIT, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

     (i) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

     (ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CIT.

/s/ Joseph M. Leone

Joseph M. Leone

Vice Chairman and Chief Financial Officer

CIT Group Inc.

Dated: May 12, 2008