On May 15, 2012, CIT Group Inc. (the "Company"), held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"), at the Company's offices in Livingston, New Jersey. A total of 200,810,014 shares of the Company's common stock were entitled to vote as of March 19, 2012, the record date for the Annual Meeting. There were 178,496,474 shares present in person or by proxy at the Annual Meeting, at which the stockholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

Proposal 1. Election of Directors.

With respect to the election of the following nominees as Directors of the Company to hold office for a term of one year, or until the next annual meeting of stockholders:

                                            Shares Voted


                            For        Against     Abstain   Broker Non-Votes
Michael J. Embler       168,659,657      199,628    25,933          9,611,256
William M. Freeman      157,567,063   11,260,626    57,529          9,611,256
David M. Moffett        168,772,805       84,161    28,252          9,611,256
R. Brad Oates           168,784,278       72,352    28,588          9,611,256
Marianne Miller Parrs   161,734,164    7,096,429    54,625          9,611,256
Gerald Rosenfeld        168,784,976       74,133    26,109          9,611,256
John R. Ryan            153,761,403   15,067,136    56,679          9,611,256
Seymour Sternberg       158,527,874   10,301,979    55,365          9,611,256
John A. Thain           159,774,716    9,051,755    58,747          9,611,256
Peter J. Tobin          161,733,639    7,094,648    56,931          9,611,256
Laura S. Unger          168,663,885      202,091    19,242          9,611,256

Based on the votes set forth above, each of the nominees set forth above were duly elected to serve as directors of the Company for a one year term, or until their respective successors have been duly elected and qualified at the next annual meeting of stockholders of the Company.

Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm and external auditors for the year ending December 31, 2012 received the following votes:

For Against Abstain 178,208,853 255,198 32,423

Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm and external auditors to serve for the year ending December 31, 2012 was duly ratified by the stockholders.

Proposal 3. Advisory Vote on the Compensation of the Company's Executive Officers

The advisory (non-binding) approval of the compensation of the Company's named executive officers, as set forth in the Company's proxy statement for the Annual Meeting, received the following votes:

For Against Abstain Broker Non-Votes 132,660,840 36,116,388 107,990 9,611,256

Based on the votes set forth above, the compensation of the Company's named executive officers, as set forth in the Company's proxy statement for the Annual Meeting, was approved in an advisory vote by the stockholders.