This excerpt taken from the CIT DEF 14A filed Apr 1, 2009.


     The American Recovery and Reinvestment Act of 2009 (the “Act”), which was signed into law on February 17, 2009, requires recipients of financial assistance under the Troubled Assets Relief Program (“TARP”), such as CIT, to permit a separate non-binding stockholder vote to approve the compensation of executives as disclosed pursuant to the compensation disclosure rules of the SEC. The Act provides that TARP recipients shall permit such a non-binding stockholder vote at any annual meeting of stockholders that occurs during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding (other than obligations relating to the common stock purchase warrant issued to the Department of Treasury).

     The Board therefore is providing you, as a stockholder, the opportunity to approve CIT’s compensation of executives and recommends that you approve, in an advisory vote, the following resolution:

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