Sec Form 4 Filing - VANDEUSEN LOIS 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 VANDEUSEN LOIS 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CIT GROUP INC., 1 CIT DRIVE, #3251-9 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2009 (Street) LIVINGSTON, NJ07039 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( 1 ) 37,767.3211 D $ 0 0 D

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) ( 2 ) $ 2.91 12/10/2009 J( 1 ) 15,000 10/16/2009 10/16/2015 Common Stock 15,000 $ 0 0 D Option (Right to Buy) $ 3.19 12/10/2009 J( 1 ) 51,887 ( 3 ) 05/12/2016 Common Stock 51,887 $ 0 0 D Option (Right to Buy) ( 4 ) $ 3.19 12/10/2009 J( 1 ) 14,151 05/12/2010 05/12/2016 Common Stock 14,151 $ 0 0 D Option (Right to Buy) $ 13.13 12/10/2009 J( 1 ) 13,750 ( 3 ) 05/06/2015 Common Stock 13,750 $ 0 0 D Option (Right to Buy) ( 2 ) $ 13.13 12/10/2009 J( 1 ) 3,750 05/06/2009( 5 ) 05/06/2015 Common Stock 3,750 $ 0 0 D Option (Right to Buy) $ 60.22 12/10/2009 J( 1 ) 2,250 ( 6 ) 05/08/2014 Common Stock 2,250 $ 0 0 D Option (Right to Buy) $ 54.51 12/10/2009 J( 1 ) 2,500 ( 7 ) 05/09/2013 Common Stock 2,500 $ 0 0 D Option (Right to Buy) $ 21.05 12/10/2009 J( 1 ) 12,472 01/21/2004( 8 ) 01/21/2013 Common Stock 12,472 $ 0 0 D Option (Right to Buy) $ 22.75 12/10/2009 J( 1 ) 4,375 05/28/2004( 9 ) 05/28/2013 Common Stock 4,375 $ 0 0 D Option (Right to Buy) $ 34.43 12/10/2009 J( 1 ) 4,091 05/12/2005( 10 ) 05/12/2014 Common Stock 4,091 $ 0 0 D Option (Right to Buy) $ 40.07 12/10/2009 J( 1 ) 3,462 05/11/2006( 11 ) 05/11/2015 Common Stock 3,462 $ 0 0 D Option (Right to Buy) $ 43.01 12/10/2009 J( 1 ) 643 07/19/2006( 12 ) 07/19/2015 Common Stock 643 $ 0 0 D Option (Right to Buy) $ 45.36 12/10/2009 J( 1 ) 600 10/18/2006( 12 ) 10/18/2015 Common Stock 600 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VANDEUSEN LOIS M C/O CIT GROUP INC. 1 CIT DRIVE, #3251-9 LIVINGSTON, NJ07039 X Signatures /s/ James P. Shanahan, attorney-in-fact for Ms. Van Deusen 12/14/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 ( 2 )Filer elected to receive options in lieu of cash compensation. ( 3 )Options vest and become exercisable in three equal installments on each of the 1st, 2nd, and 3rd anniversaries of the grant date. ( 4 )Filer elected to receive options in lieu of cash compensation. ( 5 )Options shall fully vest on 5/6/2009, the 1st anniversary of grant date. ( 6 )Options vest in three equal installments on the first, second, and third anniversaries of the grant date and shall be fully vested on May 8, 2010. ( 7 )Options vest in increments of 1/3 for a period of 3 years, commencing May 9, 2007. ( 8 )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, 2004. ( 9 )Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on May 28, 2004. ( 10 )Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on May 12, 2005. ( 11 )Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on May 11, 2006. ( 12 )Options fully vest immeidately with a 1 year hold restriction.

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

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