Pursuant to the Letter Agreement, dated December 23, 2008, and the Securities Purchase Agreement -Standard Terms attached thereto (collectively, the "Purchase Agreement") between CIT Group Inc. (the "Company") and the Treasury, on December 31, 2008, the Company issued and sold to the Treasury 2,330,000 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series D, par value $0.01 per share, having a liquidation preference of $1,000 per share (the "Series D Preferred Stock"), for an aggregate purchase price of $2.33 billion in cash.

In connection with such issuance and sale, the Company also issued a ten-year warrant to purchase up to 88,705,584 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") (the "Warrant"). The Warrant is exercisable for up to 88,705,584 shares of Common Stock, subject to, among other things, the receipt of shareholder approvals which the Company currently expects will be required. The exercise price of the Warrant is $3.94 per share. If shareholder approval is required but not obtained, the exercise price will be reduced by $0.59 per share on each six month anniversary of the date of the Warrant, up to a maximum reduction of $1.77 per share. The ultimate number of shares of Common Stock to be issued under the terms of the Warrant and the exercise price of the Warrant are subject to certain adjustments as set forth in the Warrant, including among others, upon the issuance in certain circumstances, of Common Stock or securities convertible into Common Stock. The Warrant expires ten years from the issuance date. In the event the Company completes one or more Qualified Equity Offerings on or prior to December 31, 2009 that result in the Company receiving aggregate gross proceeds of not less than the aggregate liquidation preference of the Series D Preferred Stock ($2.33 billion), the number of the shares of Common Stock underlying the portion of the Warrant then held by the Treasury will be reduced by one-half of the shares of Common Stock originally covered by the Warrant (44,352,792 shares). Pursuant to the Purchase Agreement, the Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant.

A copy of the Purchase Agreement is filed as Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Commission on December 24, 2008. Copies of the form of warrant, the Certificate of Designations with respect to the Series D Preferred Stock and the form of the Specimen Stock Certificate for the Series D Preferred Stock are included as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01. The foregoing summary of certain provisions of these documents is qualified in its entirety by reference thereto.

The information set forth under "Item 1.01 Entry Into a Material Definitive Agreement" is incorporated herein by reference.

The Company and Jeffrey M. Peek have agreed to the amendment of his employment agreement to comply with Section 409A of the Internal Revenue Code.

On December 29, 2008, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware for the purpose of amending its Second Restated Certificate of Incorporation to fix the preferences, limitations and relative rights of its Series D Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

The following exhibits are filed herewith.

Exhibit
No.                          Description of Exhibit

3.1        Certificate of Designations for Series D Preferred Stock.


4.1        Form of Specimen Stock Certificate for Series D Preferred Stock.

4.2        Form of Warrant to purchase shares of Common Stock.