EXHIBIT 10.1
                                                                 EXECUTION COPY+

Goldman Sachs & Co. | 85 Broad Street | New York, New York 10004 |
Tel: 212 902 1000

                                                             Opening Transaction
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                  |   CIT Group Inc.
             To:  |   1211 Avenue of the Americas
                  |   New York, NY 10036
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            A/C:  |   [Insert Account Number]
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           From:  |   Goldman, Sachs & Co.
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             Re:  |   Prepaid Enhanced VWAP Repurchase Transaction
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                  |
        Ref. No:  |   [Insert Reference Number]
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           Date:  |   July 19, 2005
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      This master  confirmation  ("Master  Confirmation"),  dated as of July 19,
2005, is intended to supplement the terms and provisions of certain Transactions
(each, a "Transaction")  entered into from time to time between Goldman, Sachs &
Co. ("GS&Co.") 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
GS&Co. 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  GS&Co.  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 GS&Co.  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

----------
+     Confidential  portions  of this  agreement  has  been  omitted  and  filed
      separately   with  the   Securities  and  Exchange   Commission   under  a
      Confidential  Treatment  Request.  The portions of this agreement that has
      been  omitted  and  filed  separately  with the  Securities  and  Exchange
      Commission are denoted by the use of an asterisk.


<PAGE>

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 GS&Co.
is required  pursuant to appropriate  proceedings to return to 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) GS&Co.
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  GS&Co.  as the  Affected  Party or (ii)  Section  5(b)(iii)  of the
Agreement with respect to GS&Co. 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:                   GS&Co.

    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).

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

----------
*     Confidential  Treatment  Requested  and the  Redacted  Material  has  been
      separately filed with the Commission.


                                      -2-
<PAGE>

    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:          Three (3) Exchange  Business  Days  following  the
                              first day of the Hedge Period.

    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

    [*]

    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).

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*     Confidential  Treatment  Requested  and the  Redacted  Material  has  been
      separately filed with the Commission.


                                      -3-
<PAGE>

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

    Initial Share  Delivery:  GS&Co.  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:                     Three (3) Exchange  Business  Days  following  the
                              first day of the Hedge Period.

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

    Minimum Share  Delivery:  GS&Co.  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,  GS&Co.  shall 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,  GS&Co.  shall  determine  the inputs
                              used in such calculation  after  consultation with
                              Counterparty, except to the extent GS&Co. needs to
                              calculate  a  price  of the  underlying  stock  in
                              connection  with such  calculation  (including the
                              calculation  of the  "Settlement  Price"),  GS&Co.
                              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:     GS&Co.

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:      GS&Co.

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*     Confidential  Treatment  Requested  and the  Redacted  Material  has  been
      separately filed with the Commission.


                                      -4-
<PAGE>

    Determining Party:        GS&Co.

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

    Transfer:                 Notwithstanding  anything  to the  contrary in the
                              Agreement,  GS&Co.  may assign,  transfer  and set
                              over  all  rights,  title  and  interest,  powers,
                              privileges  and  remedies  of  GS&Co.  under  this
                              Transaction,  in whole or in part, to an affiliate
                              of GS&Co.  that is guaranteed by The Goldman Sachs
                              Group,  Inc.  without the consent of Counterparty,
                              provided,  however, that GS&Co. may not assign its
                              rights or  delegate  its  obligations  under  this
                              Transaction if such assignment or delegation shall
                              result in (A) an Event of Default  with respect to
                              which   GS&Co.   is  the   Defaulting   Party,   a
                              Termination  Event,  a Potential  Event of Default
                              with  respect  to  which   GS&Co.   would  be  the
                              Defaulting Party or a potential Termination Event,
                              (B)  Counterparty  being  required  to  pay to the
                              transferee    an   amount   in   respect   of   an
                              Indemnifiable Tax under Section 2(d)(i)(4) (except
                              in  respect  of  interest   under   Section  2(e),
                              6(d)(ii)  or 6(e))  greater  than the amount  that
                              Counterparty  would  have  been  required  to  pay
                              GS&Co.  in the  absence of such  transfer,  or (C)
                              Counterparty  receiving  a payment  from  which an
                              amount has been  withheld or deducted,  on account
                              of a Tax under Section  2(d)(i) (except in respect
                              of interest under Section 2(e), 6(d)(ii) or 6(e)),
                              in excess of the  amount  that  GS&Co.  would have
                              been  required  to so  withhold  or  deduct in the
                              absence of such  transfer,  unless the  transferee
                              would  be  required  to make  additional  payments
                              pursuant to Section  2(d)(i)(4)  corresponding  to
                              such withholding or deduction.

    GS&Co. Payment
    Instructions:             Chase  Manhattan  Bank New  York For A/C  Goldman,
                              Sachs & Co. A/C #930-1-011483 ABA: 021-000021

2. Calculation Agent.         GS&Co.

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), and is
entering into each Transaction hereunder as principal and not for the benefit of
any third party;

      (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 GS&Co.  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, GS&Co. represents, warrants and covenants to Counterparty that:


                                      -5-
<PAGE>

      (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 GS&Co. 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;

      (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 GS&Co. 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 GS&Co. 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 GS&Co. an option. GS&Co. 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-
<PAGE>

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 GS&Co. 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  GS&Co.  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  GS&Co.  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,  GS&Co.  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 GS&Co. shall not otherwise  communicate to Counterparty,
the reason for GS&Co.'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 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
GS&Co. 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 GS&Co. 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,  GS&Co.'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 GS&Co.  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 GS&Co.
and in  compliance  with Rule 10b-18 or otherwise in a manner that  Counterparty
and GS&Co. believe is in compliance with applicable requirements;


                                      -7-
<PAGE>

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 0.16 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 GS&Co.  would be required to make a payment pursuant to Sections
6(d) and 6(e) of the Agreement,  (ii) a Tender Offer occurs and GS&Co.  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 GS&Co. 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  GS&Co.  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,  GS&Co.  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 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.  GS&Co.  shall determine
the inputs used in such calculation after consultation with Counterparty, except
to the extent GS&Co. needs to calculate a price of the underlying stock in order
to value its Hedge  Positions  (including  the  calculation  of the  "Settlement
Price"),  GS&Co.  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 GS&Co.,  Counterparty shall provide GS&Co.
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
GS&Co. 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 GS&Co.  that such information is true and
correct.  Counterparty  understands  that GS&Co.  will use this  information  in
calculating the trading volume for purposes of Rule 10b-18; and

      (b) GS&Co. 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.


                                      -8-
<PAGE>

      "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. 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.

12. 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.

13.  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>

14. 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 GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. 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
Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83.

                                       Yours faithfully,

                                       GOLDMAN, SACHS & CO.

                                       By: /s/ Kelly C. Coffey
                                           -------------------------------------
                                                    Authorized Signatory

Agreed and Accepted By:

CIT GROUP INC.

By: /s/ Christopher Grimes
    ----------------------------------------------------
    Name:  Christopher Grimes
    Title: Senior Vice President and Assistant Treasurer


<PAGE>

                                   SCHEDULE A

                            SUPPLEMENTAL CONFIRMATION

             CIT Group Inc.
         To: 1211 Avenue of the Americas
             New York, NY 10036

       From: Goldman, Sachs & Co.

    Subject: Issuer VWAP Prepaid Share Forward Transaction

    Ref. No: [Insert Reference No.]

       Date: July 19, 2005

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

      The purpose of this Supplemental  Confirmation is to confirm the terms and
conditions  of  the  Transaction  entered  into  between  Goldman,  Sachs  & Co.
("GS&Co.")  and CIT Group  Inc.  ("Counterparty")  (together,  the  "Contracting
Parties") on the Trade Date specified below. This Supplemental Confirmation is a
binding  contract  between GS&Co. 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 July 19, 2005 (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:                   July 19, 2005

Hedge Period:                 Each Exchange Business Day from and including July
                              25,  2005  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

[*]

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

----------
*     Confidential  Treatment  Requested  and the  Redacted  Material  has  been
      separately filed with the Commission.


                                      A-1

<PAGE>

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 GS&Co.  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 GS&Co.)  correctly  sets forth the terms of the agreement
between GS&Co. 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 Equity  Derivatives  Documentation
Department, facsimile No. 212-428-1980/83.

                                     Yours sincerely,

                                     GOLDMAN, SACHS & CO.

                                     By: /s/ Kelly C. Coffey
                                         ---------------------------------------
                                                   Authorized Signatory

Agreed and Accepted By:

CIT GROUP INC.

By: /s/ Christopher Grimes
    ----------------------------------------------------
    Name:  Christopher Grimes
    Title: Senior Vice President and Assistant Treasurer

----------
*     Confidential  Treatment  Requested  and the  Redacted  Material  has  been
      separately filed with the Commission.


                                      A-2
<PAGE>

                                   SCHEDULE B

                               TRADE NOTIFICATION

              CIT Group Inc.
To:           1211 Avenue of the Americas
              New York, NY 10036

From:         Goldman, Sachs & Co.

Subject:      Issuer VWAP Prepaid Share Forward Transaction

Ref. No:      [Insert Reference No.]

Date:         [Insert Date]

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

      The purpose of this Trade  Notification  is to notify you of certain terms
in the Transaction entered into between Goldman,  Sachs & Co. ("GS&Co.") 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  July  19,  2005  (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:                   July 19, 2005

Minimum Shares:               [     ]

Maximum Shares:               [     ]


                                    Yours sincerely,
                                    GOLDMAN, SACHS & CO.

                                    By:
                                        -------------------------------------
                                        Authorized Signatory


                                      B-1