EXHIBIT 10.15+

                                                             Opening Transaction
--------------------------------------------------------------------------------
              CIT Group Inc.
      To:     505 5th Avenue
              New York, NY 10036
--------------------------------------------------------------------------------

     A/C:     340018861
--------------------------------------------------------------------------------

    From:     BNP Paribas
--------------------------------------------------------------------------------

      Re:     Prepaid Enhanced VWAP Repurchase Transaction
--------------------------------------------------------------------------------

 Ref. No:     OP220JK
--------------------------------------------------------------------------------

    Date:     January 24, 2007
--------------------------------------------------------------------------------


      This master confirmation ("Master Confirmation"),  dated as of January 24,
2007, is intended to supplement the terms and provisions of certain Transactions
(each,  a  "Transaction")  entered  into from time to time  between  BNP Paribas
("BNPP") and CIT Group Inc.  ("Counterparty").  This Master Confirmation,  taken
alone, is neither a commitment by either party to enter into any Transaction nor
evidence of a Transaction.  The terms of any particular Transaction shall be set
forth in a Supplemental  Confirmation in the form of Schedule A hereto and which
references this Master Confirmation,  in which event the terms and provisions of
this Master Confirmation shall be deemed to be incorporated into and made a part
of each  such  Supplemental  Confirmation.  This  Master  Confirmation  and each
Supplemental Confirmation together shall constitute a "Confirmation" as referred
to in the Agreement specified below.

      The  definitions  and  provisions   contained  in  the  2002  ISDA  Equity
Derivatives  Definitions  (the  "Equity  Definitions"),   as  published  by  the
International  Swaps and Derivatives  Association,  Inc., are incorporated  into
this  Master  Confirmation.  This  Master  Confirmation  and  each  Supplemental
Confirmation  evidence a complete binding agreement between the Counterparty and
BNPP as to the terms of each  Transaction to which this Master  Confirmation and
the related Supplemental Confirmation relates.

      All provisions  contained in or  incorporated  by reference in the form of
the 1992 ISDA Master Agreement (Multi-Currency Cross Border) (the "ISDA Form" or
the  "Agreement")  will govern this Master  Confirmation  and each  Supplemental
Confirmation  except as expressly  modified below. This Master  Confirmation and
each Supplemental  Confirmation,  together with all other documents referring to
the Agreement confirming Transactions entered into between BNPP and Counterparty
(notwithstanding anything to the contrary in a Confirmation),  shall supplement,
form a part of, and be subject to the ISDA Form as if BNPP and  Counterparty had
executed the Agreement (but without any Schedule  except for (i) the election of
Loss and Second  Method,  New York law (without  regard to the  conflicts of law
principles)  as the  governing  law and US Dollars  ("USD")  as the  Termination
Currency,  (ii) the  election  that  subparagraph  (ii) of Section 2(c) will not
apply to Transactions  and (iii) the replacement of the word "third" in the last
line of Section  5(a)(i)  with the word  "first".  Notwithstanding  the terms of
Sections 5 and 6 of the  Agreement,  if at any time and so long as  Counterparty
satisfied  its payment  obligations  under  Section  2(a)(i) of the Agreement in
respect of all Transactions  and has at the time no further payment  obligations
under such  Section,  then  unless  BNPP is  required  pursuant  to  appropriate
proceedings to return to

----------
+     Confidential  portions  of this  agreement  have  been  omitted  and filed
      separately with the Securities and Exchange Commission under a request for
      confidential  treatment.  The  portions of this  agreement  that have been
      omitted and filed  separately with the Securities and Exchange  Commission
      are denoted by the use of an asterisk in this agreement.

<PAGE>

Counterparty,  or otherwise returns to Counterparty upon demand of Counterparty,
any portion of any such  payment (a) the  occurrence  of an event  described  in
Section 5(a)  (excluding  Sections  5(a)(ii) and 5(a)(iv)) of the Agreement with
respect to Counterparty  shall not constitute an Event of Default or a Potential
Event of Default with respect to  Counterparty  as the Defaulting  Party and (b)
BNPP shall be  entitled  to  designate  an Early  Termination  Date  pursuant to
Section 6 of the Agreement  only as a result of the  occurrence of a Termination
Event set forth in (i)  either  Section  5(b)(i),  5(b)(ii)  or  5(b)(v)  of the
Agreement with respect to BNPP as the Affected  Party or (ii) Section  5(b)(iii)
of the Agreement with respect to BNPP as the Burdened Party.

      All  provisions  contained  in the  Agreement  shall  govern  this  Master
Confirmation and the related Supplemental Confirmation relating to a Transaction
except as expressly modified below or in the related Supplemental  Confirmation.
With  respect  to  any  relevant   Transaction,   the  Agreement,   this  Master
Confirmation  and the related  Supplemental  Confirmation  shall  represent  the
entire  agreement and  understanding  of the parties with respect to the subject
matter  and  terms  of  such  Transaction  and  shall  supersede  all  prior  or
contemporaneous written or oral communications with respect thereto.

      If, in relation to any Transaction to which this Master  Confirmation  and
related Supplemental Confirmation relate, there is any inconsistency between the
Agreement,  this Master  Confirmation,  any  Supplemental  Confirmation  and the
Equity Definitions that are incorporated into any Supplemental Confirmation, the
following  will  prevail  for  purposes  of such  Transaction  in the  order  of
precedence  indicated:  (i) such  Supplemental  Confirmation;  (ii) this  Master
Confirmation;  (iii) the  Agreement;  and (iv) the Equity  Definitions.

1. Each Transaction  constitutes a Share Forward Transaction for the purposes of
the Equity  Definitions.  Set forth  below are the terms and  conditions  which,
together  with  the  terms  and  conditions  set  forth  in  each   Supplemental
Confirmation  (in respect of the relevant  Transaction),  shall govern each such
Transaction.

General Terms:

     Trade Date:                    For each  Transaction,  as set  forth in the
                                    Supplemental Confirmation.

     Buyer:                         Counterparty

     Seller:                        BNPP

     Shares:                        Common stock of Counterparty (Ticker:  CIT)

     Forward Price:                 The  average of the New York  10b-18  Volume
                                    Weighted  Average  Price  per  share  of the
                                    Shares  for  the  regular   trading  session
                                    (including any extensions  thereof) for each
                                    Exchange  Business  Day in  the  Calculation
                                    Period  (without regard to pre-open or after
                                    hours trading outside of any regular trading
                                    session for each Exchange  Business Day), as
                                    published by Bloomberg at 4:15 New York time
                                    on each  Exchange  Business  Day  during the
                                    Calculation Period.

     [*]

     Calculation                    Period:  Each Exchange Business Day from and
                                    including   the   Exchange    Business   Day
                                    following the Initial Hedge  Completion Date
                                    to and  including the  Termination  Date (as
                                    adjusted in accordance with Section 6 herein
                                    and  pursuant  to  Market  Disruption  Event
                                    below).

     Termination Date:              For each  Transaction,  as set  forth in the
                                    Supplemental  Confirmation  (as the same may
                                    be   postponed   in   accordance   with  the
                                    provisions  of   "Calculation   Period"  and
                                    Section 6 herein).


----------
*    Confidential  treatment has been  requested  and the redacted  material has
     been filed separately with the Securities and Exchange Commission.


                                      -2-
<PAGE>

     Hedge Period:                  For each  Transaction,  as set  forth in the
                                    Supplemental Confirmation.

     Initial Hedge
     Completion Date:               For each  Transaction,  as set  forth in the
                                    Supplemental Confirmation.

     Hedge Period Reference
     Price:                         The  average of the New York  10b-18  Volume
                                    Weighted  Average  Price  per  share  of the
                                    Shares  for  the  regular   trading  session
                                    (including any extensions  thereof) for each
                                    Exchange  Business  Day in the Hedge  Period
                                    (without  regard to  pre-open or after hours
                                    trading   outside  of  any  regular  trading
                                    session for each Exchange  Business Day), as
                                    published by Bloomberg.

     Market Disruption  Event:      The definition of "Market  Disruption Event"
                                    in Section 6.3(a) of the Equity  Definitions
                                    is hereby amended by inserting the words "at
                                    any time on any Scheduled Trading Day during
                                    the Hedge Period or  Calculation  Period or"
                                    after the word "material," in the third line
                                    thereof.

                                    Notwithstanding  anything to the contrary in
                                    the Equity  Definitions,  to the extent that
                                    any  Scheduled  Trading  Day  in  the  Hedge
                                    Period or Calculation  Period is a Disrupted
                                    Day,  the  Calculation  Agent shall have the
                                    option in its sole  discretion to either (i)
                                    determine  the weighting of each Rule 10b-18
                                    eligible  transaction  in the  Shares on the
                                    relevant    Disrupted    Day    using    its
                                    commercially    reasonable    judgment   for
                                    purposes  of  calculating  the Hedge  Period
                                    Reference   Price  or  Forward   Price,   as
                                    applicable,  or (ii)  elect  to  extend  the
                                    Hedge Period or Calculation  Period, or both
                                    in the event of a Disrupted Day in the Hedge
                                    Period,  as  applicable,  by  one  Scheduled
                                    Trading Day.

     Exchange:                      NYSE

     Prepayment\Variable
     Obligation:                    Applicable

     Prepayment Amount:             For each  Transaction,  as set  forth in the
                                    Supplemental Confirmation.

     Prepayment Date:               January 25, 2007.

     Seller Payment Amount:         Not Applicable.

     Seller Payment Date:           Not Applicable.

     Counterparty Additional
     Payment Amount:                Not Applicable.

     Counterparty Additional
     Payment Date:                  Not Applicable.


Settlement Terms:

     Physical Settlement:           Applicable


                                      -3-
<PAGE>

     [*]

     Settlement Date:               Three (3) Exchange  Business Days  following
                                    the Termination Date.

     Settlement Currency:           USD (all  amounts  shall be converted to the
                                    Settlement   Currency  by  the   Calculation
                                    Agent).

     Initial Shares:                For each  Transaction,  as set  forth in the
                                    Supplemental Confirmation.

     Initial Share Delivery:        BNPP shall  deliver a number of shares equal
                                    to the Initial Shares to Counterparty on the
                                    Initial  Share  Delivery  Date in accordance
                                    with Section 9.4 of the Equity  Definitions,
                                    with the Initial Share  Delivery Date deemed
                                    to be a  "Settlement  Date" for  purposes of
                                    such Section 9.4.

     Initial Share Delivery Date:   January 29, 2007

     Minimum Shares:                For each  Transaction,  as set  forth in the
                                    Supplemental Confirmation.

     Minimum Share Delivery:        BNPP shall  deliver a number of shares equal
                                    to the excess, if any, of the Minimum Shares
                                    over the Initial Shares on the Minimum Share
                                    Delivery Date in accordance with Section 9.4
                                    of the Equity Definitions,  with the Minimum
                                    Share   Delivery   Date   deemed   to  be  a
                                    "Settlement   Date"  for  purposes  of  such
                                    Section 9.4.

     Minimum Share Delivery
     Date:                          Three (3) Exchange  Business Days  following
                                    the Initial Hedge Completion Date.


     Maximum Shares:                For each  Transaction,  as set  forth in the
                                    Supplemental Confirmation.

Share Adjustments:

     Method of Adjustment:          Calculation         Agent        Adjustment.
                                    Notwithstanding  anything to the contrary in
                                    the Equity  Definitions,  the declaration of
                                    an  Extraordinary  Dividend by  Counterparty
                                    shall not constitute a Potential  Adjustment
                                    Event for purposes of Section 11.2(e) of the
                                    Equity Definitions.

Extraordinary Events:

Consequences of
Merger Events and
Tender Offers:

     (a)  Share-for-Share:          Modified   Calculation   Agent   Adjustment;
                                    provided  that  upon the  occurrence  of any
                                    such  Extraordinary  Event,  the Calculation
                                    Agent  shall  adjust  the   Transaction   to
                                    preserve  the  economic   condition  of  the
                                    parties prior to such event by  compensating
                                    the parties for the Adjustment  Value of the
                                    Transaction as determined in accordance with
                                    Section    12.7(b)(i)    of    the    Equity
                                    Definitions;  provided that the  Calculation
                                    Agent   shall   determine   such  amount  in
                                    accordance with the method of calculation in
                                    Section 12.7(b)(i) of the Equity Definitions
                                    as if (i) the  Transaction  were  an  Option
                                    Transaction and (ii) the  "Expiration  Date"
                                    was the  Termination  Date.  For purposes of
                                    any such calculation, BNPP shall

----------
*     Confidential  treatment has been  requested and the redacted  material has
      been filed separately with the Securities and Exchange Commission.


                                      -4-
<PAGE>

                                    determine    the   inputs   used   in   such
                                    calculation    after    consultation    with
                                    Counterparty.

     (b)  Share-for-Other:          Cancellation  and  Payment  (Agreed  Model);
                                    provided  that the  Calculation  Agent shall
                                    determine such amount in accordance with the
                                    method of calculation in Section  12.7(b)(i)
                                    of the  Equity  Definitions  as if  (i)  the
                                    Transaction  were an Option  Transaction and
                                    (ii)   the   "Expiration   Date"   was   the
                                    Termination  Date.  For purposes of any such
                                    calculation, BNPP shall determine the inputs
                                    used in such calculation after  consultation
                                    with Counterparty, except to the extent BNPP
                                    needs to calculate a price of the underlying
                                    stock in  connection  with such  calculation
                                    (including    the    calculation    of   the
                                    "Settlement  Price"),  BNPP shall  determine
                                    such  price  by   reference  to  the  volume
                                    weighted  average  price  per  Share  over a
                                    reasonable time period after consulting with
                                    Counterparty  regarding  the  length of such
                                    time period.

     (c)  Share-for-Combined:       Component Adjustment

     Determining Party:             BNPP

Tender Offer:                       Applicable

Nationalization,
Insolvency or Delisting:            Negotiated Close-out;  provided that Section
                                    12.6(c)(i) of the Equity  Definitions  shall
                                    be amended by inserting a ";" after the word
                                    "effect" in the fourth  line  thereof by and
                                    deleting  the  remainder  of the  provision;
                                    provided  further  that in  addition  to the
                                    provisions  of Section  12.6(a)(iii)  of the
                                    Equity Definitions, it shall also constitute
                                    a  Delisting  if the  Exchange is located in
                                    the  United  States  and the  Shares are not
                                    immediately    re-listed,    re-traded    or
                                    re-quoted  on  any  of the  New  York  Stock
                                    Exchange, the American Stock Exchange or The
                                    NASDAQ National Market (or their  respective
                                    successors);  if the Shares are  immediately
                                    re-listed,  re-traded  or  re-quoted  on any
                                    such  exchange  or  quotation  system,  such
                                    exchange or quotation system shall be deemed
                                    to be the Exchange.

Additional Disruption Events:

     (a)      Change in Law:                 Applicable
     (b)      [*]

              Hedging Party:        BNPP

     Determining Party:             BNPP

Non-Reliance/Agreements and
Acknowledgements Regarding
Hedging Activities/Additional
Acknowledgements:                   Applicable


BNPP Payment Instructions:

                                                 Payment to BNP PARIBAS NEW-YORK

----------
*     Confidential  treatment has been  requested and the redacted  material has
      been filed separately with the Securities and Exchange Commission.


                                      -5-
<PAGE>

                                                Swift code : BNPAUS3N
                                                ABA Number 026007689
                                                In favour of BNP PARIBAS PARIS
                                                Swift code BNPAFRPP
                                                Account number 0200194 0930 0136
2.   Calculation Agent. BNPP

3.   Additional Mutual Representations, Warranties and Covenants. In addition to
the  representations  and  warranties in the Agreement,  each party  represents,
warrants  and  covenants  to  the  other  party  that:

      (a)  Eligible   Contract   Participant.   It  is  an  "eligible   contract
participant",  as defined in the U.S. Commodity Exchange Act (as amended), it is
entering into each Transaction hereunder as principal and not for the benefit of
any third party, and each Transaction has been subject to individual negotiation
by the parties and has not been  executed or traded on a "trading  facility"  as
defined in the U.S. Commodity Exchange Act (as amended);

      (b) Accredited  Investor.  Each party acknowledges that the offer and sale
of each Transaction to it is intended to be exempt from  registration  under the
Securities Act of 1933, as amended (the "Securities  Act"), by virtue of Section
4(2) thereof and the  provisions  of Regulation D thereunder  ("Regulation  D").
Accordingly, each party represents and warrants to the other that (i) it has the
financial  ability  to  bear  the  economic  risk  of  its  investment  in  each
Transaction  and is able to bear a total loss of its  investment,  (ii) it is an
"accredited  investor" as that term is defined under Regulation D, (iii) it will
purchase each Transaction for investment and not with a view to the distribution
or resale thereof,  and (iv) the  disposition of each  Transaction is restricted
under this Master Confirmation, the Securities Act and state securities laws;

      4.  Additional  Representations,  Warranties  and  Covenants  of  BNPP  In
addition to the  representations,  warranties and covenants in the Agreement and
those contained herein, as of (i) the date hereof, (ii) the Trade Date and (iii)
to the extent indicated below,  each day during the Hedge Period and Calculation
Period, BNPP represents, warrants and covenants to Counterparty that:

      (a) (i) during all  relevant  times  beginning  the first day of the Hedge
Period through and including the Initial Hedge Completion Date, all purchases of
Shares in connection with its Hedge Positions related to this  Transaction,  and
(ii) in connection with purchases made during the  Calculation  Period up to the
Maximum Shares, it will comply with the provisions of Rule 10b-18(b)(2), (3) and
(4) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),
subject to any delays  between the  execution  and  reporting  of a trade of the
Shares on the Exchange and other  circumstances  beyond its reasonable  control;
and

      (b) it is not entering into any Transaction to create, and will not engage
in any  other  securities  or  derivative  transaction  to  create,  a false  or
misleading appearance of active trading or market activity in the Shares (or any
security  convertible  into or  exchangeable  for the  Shares),  or which  would
otherwise violate the Exchange Act.

      5. Additional  Representations,  Warranties and Covenants of Counterparty.
In addition to the  representations,  warranties  and covenants in the Agreement
and those contained herein,  as of (i) the date hereof,  (ii) the Trade Date and
(iii) to the  extent  indicated  below,  each day  during  the Hedge  Period and
Calculation  Period,  Counterparty  represents,  warrants and  covenants to BNPP
that:

      (a) the  purchase or writing of each  Transaction  will not  violate  Rule
13e-1 or Rule 13e-4 under the Exchange Act;

      (b) it is not entering  into any  Transaction  on the basis of, and is not
aware of, any material  non-public  information with respect to the Shares or in
anticipation  of, in connection  with, or to facilitate,  a distribution  of its
securities, a self tender offer or a third-party tender offer;


                                      -6-
<PAGE>

      (c) it is not entering into any Transaction to create, and will not engage
in any  other  securities  or  derivative  transaction  to  create,  a false  or
misleading appearance of active trading or market activity in the Shares (or any
security  convertible  into or  exchangeable  for the  Shares),  or which  would
otherwise violate the Exchange Act;

      (d)  each  Transaction  is  being  entered  into  pursuant  to a  publicly
disclosed Share buy-back program and its Board of Directors has approved the use
of derivatives to effect the Share buy-back program;

      (e)   notwithstanding  the  generality  of  Section  13.1  of  the  Equity
Definitions,  it  acknowledges  that BNPP is not making any  representations  or
warranties  with  respect  to  the  treatment  of  any  Transaction  under  FASB
Statements 133 as amended or 150, EITF 00-19 (or any successor issue statements)
or under FASB's Liabilities & Equity Project;

      (f) Counterparty is in compliance with its reporting obligations under the
Exchange Act and its most recent Annual  Report on Form 10-K,  together with all
reports  subsequently  filed by it pursuant to the Exchange Act,  taken together
and as amended and supplemented to the date of this  representation,  do not, as
of their  respective  filing dates,  contain any untrue  statement of a material
fact or omit any  material  fact  required to be stated  therein or necessary to
make the statements  therein,  in the light of the  circumstances  in which they
were made, not misleading;

      (g)   Counterparty   shall  report  each  Transaction  as  required  under
Regulation S-K and/or Regulation S-B under the Exchange Act, as applicable;

      (h) On the Trade Date the Shares or securities that are convertible  into,
or  exchangeable  or  exercisable  for Shares are not  subject to a  "restricted
period" as such term is defined in Regulation M  promulgated  under the Exchange
Act and Counterparty  agrees to provide written notice to BNPP to the extent the
Shares or securities that are  convertible  into, or exchangeable or exercisable
for Shares become subject to a "restricted period"; and

      (i)  Counterparty  acknowledges  that each  Transaction  is a  derivatives
transaction in which it has granted BNPP an option. BNPP may purchase shares for
its own account at an average price that may be greater than, or less than,  the
price  paid by  Counterparty  under the  terms of the  related  Transaction.

6. Suspension of Hedge Period and/or Calculation Period.

      (a) If Counterparty concludes that it will be engaged in a distribution of
the Shares for purposes of  Regulation M,  Counterparty  agrees that it will, on
one Scheduled  Trading Day's written notice,  direct BNPP not to purchase Shares
in connection  with hedging any Transaction  during the "restricted  period" (as
defined in Regulation M). If on any Scheduled Trading Day Counterparty  delivers
written  notice (and  confirms  by  telephone)  by 8:30 a.m.  New York Time (the
"Notification  Time")  then  such  notice  shall be  effective  to  suspend  the
Calculation  Period  or the  Hedge  Period,  as the  case  may  be,  as of  such
Notification  Time.  In the  event  that  Counterparty  delivers  notice  and/or
confirms by telephone after the Notification  Time, then the Calculation  Period
or the Hedge Period,  or both, as the case may be, shall be suspended  effective
as of 8:30  a.m.  New York Time on the  following  Scheduled  Trading  Day or as
otherwise  required  by  law  or  agreed  between  Counterparty  and  BNPP.  The
Calculation  Period or the Hedge Period,  as the case may be, shall be suspended
and the Termination  Date or the Initial Hedge  Completion Date, as the case may
be, extended for each Scheduled Trading Day in such restricted period.

      (b) In the event that BNPP concludes upon the advice of reputable  counsel
that is  required  with  respect to any  legal,  regulatory  or  self-regulatory
requirements for it to refrain from purchasing  Shares on any Scheduled  Trading
Day during the Hedge Period or the Calculation  Period due to events outside the
control of both parties,  BNPP may by written  notice to  Counterparty  elect to
suspend the Hedge Period or the Calculation  Period for such number of Scheduled
Trading Days as is specified  in the notice.  The notice shall not specify,  and
BNPP shall not  otherwise  communicate  to  Counterparty,  the reason for BNPP's
election to suspend the Hedge Period or the Calculation  Period. The Calculation
Period or the Hedge Period or both,  as the case may be, shall be suspended  and
the Termination  Date or the Initial Hedge  Completion Date, as the case may be,
extended for each Scheduled Trading Day in such period.

      (c) In the event that the Calculation  Period or the Hedge Period,  as the
case may be, is  suspended  pursuant  to Section  6(a) above  during the regular
trading session on the Exchange then the Calculation Agent in its


                                      -7-
<PAGE>

good  faith  commercially  reasonable  discretion  and after  consultation  with
Counterparty  shall,  in calculating  the Forward Price,  extend the Calculation
Period or the Hedge Period,  or both, as the case may be, or make adjustments to
the  weighting  of each Rule 10b-18  eligible  transaction  in the Shares on the
relevant  Exchange  Business  Days  during the  Calculation  Period or the Hedge
Period,  as the case may be, for purposes of determining the Forward Price, with
such  adjustments  based on,  among  other  factors,  the  duration  of any such
suspension and the volume, historical trading patterns and price of the Shares.

7. Counterparty Purchases.  Counterparty  represents,  warrants and covenants to
BNPP that for each Transaction:

      (a)  Counterparty  is  entering  into this  Master  Confirmation  and each
Transaction hereunder in good faith and not as part of a plan or scheme to evade
the  prohibitions of Rule 10b5-1 under the Exchange Act ("Rule  10b5-1").  It is
the intent of the parties that each  Transaction  entered into under this Master
Confirmation comply with the requirements of Rule 10b5-1(c)(1)(i)(A) and (B) and
each  Transaction   entered  into  under  this  Master   Confirmation  shall  be
interpreted to comply with the requirements of Rule 10b5-1(c). Counterparty will
not seek to control or influence  BNPP to make  "purchases or sales" (within the
meaning of Rule 10b5-1(c)(1)(i)(B)(3))  under any Transaction entered into under
this Master  Confirmation,  including,  without  limitation,  BNPP's decision to
enter into any hedging transactions.  Counterparty  represents and warrants that
it has  consulted  with its own advisors as to the legal aspects of its adoption
and implementation of this Master Confirmation,  each Supplemental  Confirmation
and each Trade Notification under Rule 10b5-1.

      (b) During the Hedge Period and Calculation  Period,  Counterparty (or any
"affiliated  purchaser"  as defined in Rule 10b-18 under the Exchange Act ("Rule
10b-18"))  shall not  without  the prior  written  consent of BNPP  directly  or
indirectly  purchase any Shares,  listed  contracts on the Shares or  securities
that are convertible into, or exchangeable or exercisable for Shares (including,
without  limitation,  any Rule  10b-18  purchases  of blocks (as defined in Rule
10b-18)) during any Hedge Period or Calculation Period,  except through BNPP and
in compliance  with Rule 10b-18 or otherwise in a manner that  Counterparty  and
BNPP believe is in compliance with applicable requirements;

8. Additional  Termination Events.  Additional Termination Event will apply. The
following  will  constitute  Additional  Termination  Events,  in each case with
Counterparty as the sole Affected Party:

      (a)  Notwithstanding  anything to the contrary in the Equity  Definitions,
the  occurrence  of a  Nationalization,  Insolvency or a Delisting (in each case
effective on the Announcement Date as determined by the Calculation Agent); and

      (b) Notwithstanding anything to the contrary in the Equity Definitions, an
Extraordinary Dividend is declared by the Issuer. "Extraordinary Dividend" means
the dividend  amount per Share (declared by Counterparty to holders of record of
a Share on any record date  occurring  during the period from and  including the
first day of the Hedge Period to and including the  Termination  Date) in excess
of USD 0.25 per Share per quarter.

9. Certain  Payments and  Deliveries.  Notwithstanding  anything to the contrary
herein,  or in the Equity  Definitions,  if at any time (i) an Early Termination
Date occurs and BNPP would be  required  to make a payment  pursuant to Sections
6(d) and 6(e) of the  Agreement,  (ii) a Tender  Offer  occurs and BNPP would be
required  to make a payment  pursuant  to  Sections  12.3 and 12.7 of the Equity
Definitions,  (iii) a Merger  Event  occurs and BNPP would be required to make a
payment pursuant to Sections 12.2 and 12.7 of the Equity  Definitions or (iv) an
Additional  Disruption Event occurs and BNPP would be required to make a payment
pursuant to Sections  12.8 and 12.9 of the Equity  Definitions,  then in lieu of
such payment, BNPP shall deliver to Counterparty, at the time such payment would
have been due and in the manner  provided  under  "Physical  Settlement"  in the
Equity  Definitions,  a number of  Shares  (or,  in the case of a Merger  Event,
common equity securities of the surviving entity) equal to the quotient obtained
by  dividing  (A) the  amount  that  would  have been so payable by (B) the fair
market  value per  Share (or per unit of such  common  equity  security)  of the
Shares (or units) so delivered at the time of such  delivery,  as  determined by
the Calculation Agent in a commercially reasonable manner.

      For purposes of calculating any amount due under (i) Section 6(d) and 6(e)
of the Agreement in connection with an Early  Termination  Date or (ii) pursuant
to Section 12.8 of the Equity  Definitions upon the occurrence of any Additional
Disruption  Event listed  herein,  the  Calculation  Agent shall  determine such
amount in accordance with the


                                      -8-
<PAGE>

method of calculation in Section  12.7(b)(i)(A) of the Equity  Definitions as if
(i) the Transaction  were an Option  Transaction (ii) the "Closing Date" was the
Early Termination Date or the date of such Additional Disruption Event and (iii)
the  "Expiration  Date" was the Termination  Date. The Calculation  Agent hereby
agrees to provide the parties with a statement of its calculation hereunder, and
both parties agree to keep such statement confidential.

      For purposes of the  valuation of any amounts due in  connection  with any
Early Termination Date or Additional Disruption Event., BNPP shall determine the
inputs used in such calculation after consultation with Counterparty,  except to
the extent BNPP needs to calculate a price of the  underlying  stock in order to
value its Hedge Positions (including the calculation of the "Settlement Price"),
BNPP shall  determine  such price by  reference to the volume  weighted  average
price per Share over a reasonable time period after consulting with Counterparty
regarding the length of such time period.

10.  Special  Provisions  for Merger  Events.  Notwithstanding  anything  to the
contrary herein or in the Equity Definitions, to the extent that an Announcement
Date for a potential Merger Transaction occurs during any Hedge Period:

      (a) Promptly after request from BNPP, Counterparty shall provide BNPP with
written notice specifying (i) Counterparty's average daily Rule 10b-18 Purchases
(as defined in Rule 10b-18)  during the three full calendar  months  immediately
preceding  the  Announcement  Date that were not  effected  through  BNPP or its
affiliates  and (ii) the number of Shares  purchased  pursuant to the proviso in
Rule  10b-18(b)(4)  under the  Exchange Act for the three full  calendar  months
preceding the  Announcement  Date.  Such written  notice shall be deemed to be a
certification by Counterparty to BNPP that such information is true and correct.
Counterparty  understands that BNPP will use this information in calculating the
trading volume for purposes of Rule 10b-18; and

      (b) BNPP in its sole  discretion  may extend the Initial Hedge  Completion
Date and the Termination  Date to account for the number of Shares that could be
purchased  on each day during the Hedge  Period in  compliance  with Rule 10b-18
following the Announcement Date. 13.

      "Merger Transaction" means any merger,  acquisition or similar transaction
involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the
Exchange Act.

11. Special Provisions for Counterparty Payments. The parties hereby agree that,
notwithstanding  anything to the  contrary  herein or in the  Agreement,  in the
event that (i) an Early  Termination  Date  (whether  as a result of an Event of
Default or a  Termination  Event)  occurs or is  designated  with respect to any
Transaction and, as a result,  Counterparty  owes to Bank. an amount  calculated
under Section 6(e) of the Agreement or (ii) an  Extraordinary  Event occurs that
results in the  termination  or  cancellation  of any  Transaction  pursuant  to
Article 12 of the Equity Definitions and, as a result, Counterparty owes to Bank
a cancellation  amount or other amount in respect of such  Transaction  (in each
case,  calculated as if the  Transactions  being terminated or cancelled on such
Early Termination Date or as a result of such Extraordinary  Event were the sole
Transactions under the Agreement), such amount shall be deemed to be zero.

12. Governing Law. The Agreement,  this Master  Confirmation,  each Supplemental
Confirmation  and all matters  arising in connection  with the  Agreement,  this
Master Confirmation and each Supplemental Confirmation shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York.

13. Waiver of Trial by Jury. Each party waives,  to the fullest extent permitted
by  applicable  law,  any right it may have to a trial by jury in respect of any
suit, action or proceeding relating to this Master Confirmation.

14.  Counterparts.  This  Master  Confirmation  may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Master  Confirmation by signing and delivering one
or more counterparts.


                                      -9-
<PAGE>

15. Counterparty  hereby agrees (a) to check this Master Confirmation  carefully
and  immediately  upon receipt so that errors or  discrepancies  can be promptly
identified  and  rectified  and (b) to confirm that the  foregoing (in the exact
form provided by BNPP)  correctly sets forth the terms of the agreement  between
BNPP and Counterparty  with respect to any particular  Transaction to which this
Master  Confirmation  relates,  by manually signing this Master  Confirmation or
this page hereof as evidence of agreement to such terms and  providing the other
information  requested herein and immediately  returning an executed copy to BNP
Paribas, Facsimile No. 212-471-7990.


                                       Yours faithfully,


                                       BNP PARIBAS


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

Agreed and Accepted By:

CIT GROUP INC.



By:
     ----------------------------------
     Name:
     Title:




[CIT VWAP Master Confirmation]

<PAGE>

                                   SCHEDULE A

                            SUPPLEMENTAL CONFIRMATION

            CIT Group Inc.
     To:    505 5th Avenue
            New York, NY 10036

   From:    BNP PARIBAS

Subject:    Issuer VWAP Prepaid Share Forward Transaction

Ref. No:    OP220JK

   Date:    January 24, 2007

--------------------------------------------------------------------------------
      The purpose of this Supplemental  Confirmation is to confirm the terms and
conditions of the Transaction  entered into between BNP Paribas ("BNPP") and CIT
Group Inc.  ("Counterparty")  (together, the "Contracting Parties") on the Trade
Date specified  below.  This  Supplemental  Confirmation  is a binding  contract
between BNPP and  Counterparty as of the relevant Trade Date for the Transaction
referenced below.

      The  definitions  and  provisions  contained  in the  Master  Confirmation
specified below are incorporated  into this  Supplemental  Confirmation.  In the
event of any  inconsistency  between those  definitions  and provisions and this
Supplemental Confirmation, this Supplemental Confirmation will govern.

1. This Supplemental Confirmation supplements,  forms part of, and is subject to
the Master Confirmation dated as of January 24, 2007 (the "Master Confirmation")
between the Contracting  Parties, as amended and supplemented from time to time.
All provisions  contained in the Master  Confirmation  govern this  Supplemental
Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Supplemental  Confirmation relates
are as follows:



Trade Date:                             January 24, 2007

Hedge Period:                           Each  Exchange  Business  Day  from  and
                                        including   January   25,  2007  to  and
                                        including the Initial  Hedge  Completion
                                        Date.

Initial Hedge Completion Date:          [*] (as the  same  may be  postponed  in
                                        accordance   with  the   provisions   of
                                        "Market  Disruption Event" and Section 6
                                        of the Master Confirmation)

Termination Date:                       [*]

Prepayment Amount:                      USD $500,000,000

Counterparty Additional
Payment Amount:                         Not Applicable

Seller Payment Amount:                  Not Applicable

[*]

----------
*     Confidential  treatment has been  requested and the redacted  material has
      been filed separately with the Securities and Exchange Commission.


                                       A-1
<PAGE>

Initial Shares:                         The  number  of  Shares   equal  to  the
                                        product   of  (i)   [*]%  and  (ii)  the
                                        Prepayment Amount divided by [*]% of the
                                        Closing Price.

Closing Price:                          The price per  Share  determined  by the
                                        Calculation  Agent  as of the  Valuation
                                        Time  on  the   Exchange   Business  Day
                                        immediately  preceding  the first day of
                                        the Hedge  Period,  as  reported  in the
                                        official  real-time price  dissemination
                                        mechanism for the Exchange.

Minimum Shares:                         A  number  of  shares  equal  to (a) the
                                        Prepayment Amount divided by (b) [*]% of
                                        the Hedge Period Reference Price, or, if
                                        greater, the Initial Shares.

Maximum Shares:                         A  number  of  shares  equal  to (a) the
                                        Prepayment Amount divided by (b) [*]% of
                                        the Hedge Period Reference Price, or, if
                                        greater, the Initial Shares.

3.  Counterparty  represents  and  warrants  to  BNPP  that  neither  it nor any
"affiliated  purchaser"  (as defined in Rule 10b-18 under the Exchange  Act) has
made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4)  under
the Exchange Act during the four full calendar weeks  immediately  preceding the
Trade Date.

4. Counterparts. This Supplemental Confirmation may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party  hereto  may  execute  this  Supplemental   Confirmation  by  signing  and
delivering one or more counterparts.

      Counterparty  hereby  agrees (a) to check this  Supplemental  Confirmation
carefully and immediately  upon receipt so that errors or  discrepancies  can be
promptly  identified and rectified and (b) to confirm that the foregoing (in the
exact form  provided by BNPP)  correctly  sets forth the terms of the  agreement
between  BNPP and  Counterparty  with respect to this  Transaction,  by manually
signing  this  Supplemental  Confirmation  or this page  hereof as  evidence  of
agreement to such terms and providing the other information requested herein and
immediately   returning  an  executed   copy  to  BNP  Paribas,   facsimile  No.
212-471-7990.

                                       Yours sincerely,

                                       BNP PARIBAS

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

Agreed and Accepted By:

CIT GROUP INC.



By:
     ----------------------------------
     Name:
     Title:


----------
*     Confidential  treatment has been  requested and the redacted  material has
      been filed separately with the Securities and Exchange Commission.


                                      A-2

[CIT VWAP SUPPLEMENTAL CONFIRMATION]
<PAGE>





                                   SCHEDULE B

                               TRADE NOTIFICATION
                    CIT Group Inc.
To:                 505 5th Avenue
                    New York, NY 10036

From:               BNP PARIBAS

Subject:            Issuer VWAP Prepaid Share Forward Transaction

Ref. No:            OP220JK

Date:               [Insert Date]


--------------------------------------------------------------------------------

      The purpose of this Trade  Notification  is to notify you of certain terms
in the Transaction  entered into between BNP Paribas ("BNPP") and CIT Group Inc.
("Counterparty")  (together,  the  "Contracting  Parties")  on  the  Trade  Date
specified below.

      The definitions and provisions contained in the Supplemental  Confirmation
specified below are incorporated into this Trade  Notification.  In the event of
any  inconsistency  between  those  definitions  and  provisions  and this Trade
Notification, this Trade Notification will govern.

      This Trade Notification supplements,  forms part of, and is subject to the
Supplemental  Confirmation  dated as of  January  24,  2007  (the  "Supplemental
Confirmation") between the Contracting Parties, as amended and supplemented from
time to time. All provisions  contained in the Supplemental  Confirmation govern
this Trade Notification.



Trade Date:                               January 24, 2007

Minimum Shares:                           [  ]

Maximum Shares:                           [  ]


                                       Yours sincerely,
                                       BNP PARIBAS

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title: