Exhibit 10.23 








EXECUTION COPY 



AMENDMENT NO. 1. TO 



FORWARD EQUITY
COMMITMENT AGREEMENT 



        AMENDMENT
NO. 1, dated as of September 29, 2008, to the Forward Equity Commitment Agreement (the
“Agreement”) dated October 16, 2007, among CIT Group Inc., a Delaware corporation (the
“Company”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Citigroup
Global Markets Inc, (“Citi”). 



        WHEREAS,
the parties wish to amend certain terns and conditions of the Agreement; 



        NOW,
THEREFORE, in consideration of the promises and the mutual agreements and covenants
hereinafter set forth, and intending to be legally bound, the Company, Morgan Stanley
and Citi hereby agree as follows: 



1.        The first paragraph of the
Agreement is hereby amended by replacing “during the period commencing on the date hereof
and ending at the close of business on September 30, 2008” with “during the period
commencing on the date hereof and ending at the close of business on September 30, 2009.” 



2.        The third paragraph of the
Agreement is hereby amended by replacing “shall be equal to an amount from and including
95% to 100% (as the Company and Morgan Stanley or Citi shall agree in such Underwriting
Agreement), of the lesser of (1) the volume weighted average price (“VWAP”) of the Common
Stock, as calculated for the period beginning at 3:00 p.m. Eastern Time and concluding at
4:00 p.m. Eastern Time on the third scheduled trading day immediately preceding the
applicable Purchase Date on the New York Stock Exchange, as reported by Bloomberg
Financial LP (using the CIT Equity AQR function) and (2) the closing price of the Common
Stock on the New York Stock Exchange on the third scheduled trading day immediately
preceding the applicable Purchase Date” with “shall be equal to an amount to be mutually
agreed upon by the parties hereto.” 



3.        Except as expressly amended
hereby, the terms and conditions of the Agreement shall remain in full force and effect. 



4.        This Amendment may be executed
and delivered (including by facsimile transmission) in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when executed shall
be deemed to be an original, but all of which taken together shall constitute one and
the same agreement. 



(signature page follows)  



	CIT
Treasury 

      One  CIT Drive   

      Livingston. N1 07039
      	t: 973.740.5193  f: 973.535,3761 

      www.cit.com
      






 
	 	 
	 











        IN
WITNESS WHEREOF, parties have caused this Amendment No. 1 to be executed as of the date
first written above by their respective officers thereunto duly authorized. 



	 	MORGAN STANLEY & CO. INCORPORATED
      
	 	 
	 	By: 	
    

    
	 	Name: 	   
	 	Title: 	Managing Director 
	 	 	 
	 	CITIGROUP GLOBAL MARKETS INC.
      
	 	 	 
	 	By: 	 

      
 
	 	Name: 	 
	 	Title: 	

      




	Agreed
to and Accepted this 

       29th day of September, 2008       
	 	 
	CIT
GROUP INC. 
	 	 
	By:
	/s/ Glenn A. Votek
      

    
	Name: 	Glenn A. Votek
	Title: 	Executive Vice President and Treasurer








 
	 	 
	 











        IN
WITNESS WHEREOF, parties have caused this Amendment No. 1 to be executed as of the date
first written above by their respective officers thereunto duly authorized. 



	 	MORGAN
STANLEY & CO. INCORPORATED  
	 	 
	 	By: 	

        
      

    
	 	Name:  	   

    
	 	Title:  	Managing Director 
	 	 	 
	 	CITIGROUP
GLOBAL MARKETS INC. 
	 	 	 
	 	By:  	 /s/ Alexander Ivanov


      

       
	 	Name: 	Alexander Ivanov 
	 	Title: 	Managing Director

      Citigroup Global Markets 




	Agreed
to and Accepted this 

      29th day of September, 2008       
	 	 
	CIT
GROUP INC. 
	 	 
	By:
	


    
	Name: 	 
	Title: 	 


 
	 	 
	 











        IN
WITNESS WHEREOF, parties have caused this Amendment No. 1 to be executed as of the date
first written above by their respective officers thereunto duly authorized. 



	 	MORGAN
STANLEY & CO. INCORPORATED  
	 	 
	 	By: 	/s/  Kenneth G. Pott 
      

    
	 	Name:  	 Kenneth G. Pott 

    
	 	Title:  	Managing Director 
	 	 	 
	 	CITIGROUP
GLOBAL MARKETS INC. 
	 	 	 
	 	By:  	
      

      

    
	 	Name: 	 

    
	 	Title: 	 




	Agreed
to and Accepted this 

      29th day of September, 2008  
	 	 
	CIT
GROUP INC. 
	 	 
	By:
	
      

    
	Name: 	 
	Title: