SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CIT Group Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
125581801
(CUSIP Number)
December 10, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
2,426,294 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
2,426,294 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,426,294 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.21% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,426,294 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,426,294 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,426,294 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.21% **
12 TYPE OF REPORTING PERSON
OO
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,426,294 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,426,294 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,426,294 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.21% **
12 TYPE OF REPORTING PERSON
CO
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
4,063,441 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
4,063,441 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,063,441 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.03% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
1,609,448 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,609,448 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,609,448 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.80% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
611,702 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
611,702 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,702 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.31% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
6,284,591 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
6,284,591 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,284,591 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.14% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
3,420,782 **
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
3,420,782 **
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,420,782 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.71% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,420,782 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,420,782 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,420,782 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.71% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
9,705,373 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
9,705,373 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,705,373 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.85% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
9,705,373 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
9,705,373 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,705,373 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.85% **
12 TYPE OF REPORTING PERSON
OO
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
9,705,373 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
9,705,373 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,705,373 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.85% **
12 TYPE OF REPORTING PERSON
PN
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
9,705,373 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
9,705,373 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,705,373 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.85% **
12 TYPE OF REPORTING PERSON
CO
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
9,705,373 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
9,705,373 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,705,373 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.85% **
12 TYPE OF REPORTING PERSON
CO
** See Item 4.
SCHEDULE 13G
CUSIP No. 125581801
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
12,131,667 **
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
12,131,667 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,131,667 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.07% **
12 TYPE OF REPORTING PERSON
IN
** See Item 4.
SCHEDULE 13G
ITEM 1
(a) Name of Issuer:
CIT Group Inc.
(b) Address of Issuer's Principal Executive Offices:
505 Fifth Avenue, New York, New York 10017
ITEM 2
(a) Name of Person Filing:
The persons filing this statement are High River Limited Partnership ("High
River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn
Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP
("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III"),
Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"),
Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP
LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"),
Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"),
and Carl C. Icahn (collectively, the "Reporting Persons").
Barberry is the sole member of Hopper, which is the general partner of High
River. Icahn Offshore is the general partner of each of Icahn Master, Icahn
Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn
Partners. Icahn Capital is the general partner of each of Icahn Offshore and
Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is
the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C. Icahn is the sole stockholder of each of Barberry and Beckton.
(b) Address of Principal Business Office:
The address of the principal business office of (i) High River, Hopper,
Barberry, Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains
Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, (ii) Icahn
Master, Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O.
Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands, and (iii)
Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York,
NY 10153.
(c) Citizenship:
Each of High River, Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn
Capital and Icahn Enterprises Holdings is a Delaware limited partnership. Each
of Hopper and IPH is a Delaware limited liability company. Each of Barberry,
Icahn Enterprises GP and Beckton is a Delaware corporation. Each of Icahn
Master, Icahn Master II and Icahn Master III is a Cayman Islands exempted
limited partnership. Carl C. Icahn is a citizen of the United States of America.
(d) Title of Class of Securities:
Common Stock, $0.01 par value per share ("Shares")
(e) CUSIP Number:
125581801
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
NOT APPLICABLE
ITEM 4 Ownership
(a) Amount Beneficially Owned:
The Reporting Persons may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Act), in the aggregate, 12,131,667 Shares. The
information set forth in Item 4(c) below is herby incorporated in its entirety
herein. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly
beneficially own (as that term is defined in Rule 13d-3 under the Act) the
Shares which High River directly beneficially owns. Each of Hopper, Barberry and
Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which each
of Icahn Master, Icahn Master II and Icahn Master III directly beneficially
owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings,
Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of
such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be
deemed to indirectly beneficially own (as that term is defined in Rule 13d-3
under the Act) the Shares which Icahn Partners directly beneficially owns. Each
of Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton
and Mr. Icahn disclaims beneficial ownership of such Shares for all other
purposes.
(b) Percent of Class
The Shares beneficially owned by the Reporting Persons represent
approximately 6.07% of the Issuer's outstanding Shares (based upon the
200,000,000 Shares stated to be outstanding by the Issuer in the Current Report
on Form 8-K filed by the Issuer with the Securities and Exchange Commission on
December 16, 2009).
(c) Number of Shares as to which each Reporting Person has (i) Sole power to
vote or to direct the vote, (ii) Shared power to vote or to direct the vote,
(iii) Sole power to dispose or to direct the disposition of, (iv) Shared power
to dispose or to direct the disposition of:
The information set forth in the cover pages hereto is herby incorporated
in its entirety herein.
ITEM 5 Ownership of Five Percent or Less of a Class
NOT APPLICABLE
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person
NOT APPLICABLE
ITEM 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person
NOT APPLICABLE
ITEM 8 Identification and Classification of Members of the Group
NOT APPLICABLE
ITEM 9 Notice of Dissolution of Group
NOT APPLICABLE
ITEM 10 Certification
By signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the Issuer and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
EXHIBITS
1 Joint Filing Agreement, dated the date hereof, among the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement on Schedule 13G is true, complete and correct.
Dated: December 21, 2009
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature page to Schedule 13G - CIT Group Inc.]
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock, $0.01 par value per share of CIT Group Inc. and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 21st day of December, 2009.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
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CARL C. ICAHN
[Signature page to Schedule 13G Joint Filing Agreement for CIT Group Inc.]