Sec Form 4 Filing - PEEK JEFFREY M @ CIT GROUP INC - 2009-12-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PEEK JEFFREY M 2. Issuer Name and Ticker or Trading Symbol CIT GROUP INC [ CIT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O CIT GROUP INC., 505 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2009 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/10/2009 J( 2 ) 20,000 D 0 I by Qualified Annuity Trust Common Stock 12/10/2009 J( 2 ) 1,000 D 0 I Katherine W. Peek Trust ( 3 ) Common Stock 12/10/2009 J( 2 ) 116,324.6135 D 0 D Common Stock 12/10/2009 J( 2 ) 9,300 D 0 I By GRAT Trust Common Stock 12/10/2009 J( 2 ) 154,300 D 0 I Jeffrey M Peek March 2008 - CIT GRAT ( 8 ) Common Stock 12/10/2009 J( 2 ) 1,000 D 0 I Hilary T. Peek Trust ( 3 ) Common Stock 12/10/2009 J( 2 ) 1,000 D 0 I Andrew L. Peek Trust ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (Right to Buy) $ 56.54 12/10/2009 J( 2 ) 112,112 ( 1 ) 01/17/2014 Common Stock 112,112 ( 2 ) 0 D Option (Right to Buy) $ 43.01 12/10/2009 J( 2 ) 175,000 07/19/2006( 4 ) 07/19/2015 Common Stock 175,000 ( 2 ) 0 D Option (Right to Buy) $ 41.89 12/10/2009 J( 2 ) 125,000 ( 5 ) 01/18/2015 Common Stock 125,000 ( 2 ) 0 D Option (Right to Buy) $ 49.17 12/10/2009 J( 2 ) 126,125 07/18/2008( 6 ) 07/18/2014 Common Stock 126,125 ( 2 ) 0 D Option (Right to Buy) $ 51.43 12/10/2009 J( 2 ) 84,706 01/18/2007( 7 ) 01/18/2013 Common Stock 84,706 ( 2 ) 0 D Option (Right to Buy) $ 27.65 12/10/2009 J( 2 ) 450,000 09/03/2004( 5 ) 09/03/2013 Common Stock 450,000 ( 2 ) 0 D Common Stock (deferred) ( 9 ) 12/10/2009 J( 2 ) 228,465.3916 ( 10 ) ( 10 ) Common Stock 228,465.3916 ( 2 ) 0 I Deferred Equity Compensation Account Restricted Cash Unit ( 11 ) 12/10/2009 J( 2 ) 150,000 ( 12 ) 01/17/2010 Common Stock 150,000 ( 2 ) 0 D Option (Right to Buy) $ 47.28 12/10/2009 J( 2 ) 96,000 07/19/2007( 13 ) 07/19/2013 Common Stock 96,000 ( 2 ) 0 D Option (Right to Buy) $ 39.22 12/10/2009 J( 2 ) 230,000 01/21/2005( 14 ) 01/21/2014 Common Stock 230,000 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEEK JEFFREY M C/O CIT GROUP INC. 505 FIFTH AVENUE NEW YORK, NY10017 X Chairman and CEO Signatures /s/ James P. Shanahan, attorney-in-fact for Mr. Peek 12/14/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options vest in three equal installments on the grant date anniversary for three years commencing January 17, 2008. ( 2 )Pursuant to the Modified Second Amended Prepackaged Plaln of Reorganization of CIT Group Inc. and CIT Group Funding Company of Delaware LLC, which was approved by the United States Bankruptcy Court for the Southern District of New York, the common stock, par value $0.01 per share, of CIT Group Inc. was cancelled without value upon CIT's emergence from bankruptcy on December 10, 2009 ( 3 )Filer disclaims beneficial ownership. This report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes. ( 4 )Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on July 19,2006. ( 5 )Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years. ( 6 )Options vest and become exercisable in three equal installments on the first, second and third anniversaries of the grant date. Vested options first become exercisable on 07/18/08. ( 7 )Options vest in increments of 1/3 on anniversary of grant date for a period of 3 years, commencing January 18, 2007. ( 8 )Mr. Peek transferred 154, 300 shares of Common Stock from his personal account into this trust. His three children are the beneficiaries of the trust. ( 9 )Each share of deferred common stock has the economic equivalent of one share of CIT common stock on the transaction date. ( 10 )Pursuant to a proper election by the reporting person, shares of deferred common stock are issuable upon the earlier of the reporting person's death or termination of employment with CIT. ( 11 )Each RCU is the economic equivalent of one share of CIT common stock. ( 12 )Restricted Cash Units vest in 50% increments on each of the first and second anniversaries of the date of grant and are payable in cash based on the closing price of CIT common stock on the vest date. ( 13 )Options vest in increments of 1/3 on anniversary of grant date for a period of 3 years, commencing July 19, 2007. ( 14 )Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on January 21, 2005.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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