Exhibit 10.1 



CIT GROUP, INC.

505 Fifth Avenue 

New York, NY 10017  



Via Hand Delivery 



September 2, 2009 



Jeffrey M. Peek 

Cit Group, Inc. 

505 Fifth Avenue 

New York, NY 10017 



Re.  Extension of Term
of Employment Agreement 



Dear Jeff: 



This letter will confirm that the
Board of Directors of CIT Group Inc. (the “Company”) has determined to extend the “Term”
of your Amended and Restated Employment Agreement with the Company dated as of December
10, 2007 (your “Employment Agreement”) for one year, through September 2, 2010. On behalf
of the Board, I thank you for your continued service with the Company during these
difficult times. 



For the avoidance of doubt, many of
the compensation, benefit and separation provisions of the Employment Agreement are
prohibited or limited by the Emergency Economic Stabilization Act of 2008, as amended by
the American Recovery and Reinvestment Act of 2009, the regulations thereunder, and/or
the regulations applicable to banks and bank holding companies (together and as in effect
from time to time, the “Applicable Restrictions”). Neither your Employment Agreement nor
this extension letter will entitle you to receive any payment or benefit to the extent
that it is prohibited or limited by the Applicable Restrictions, and you acknowledge that
nothing contained in this extension letter constitutes grounds for your resignation for
“Good Reason” as defined under your Employment Agreement. 



In addition and at your request,
this letter also confirms the deletion of Section 7 of your Employment Agreement
(referring to certain tax gross-ups) and Section 3(b)(vii)(C) of your Employment
Agreement (referring to use of the corporate aircraft). 



You and the Company agree that the
restrictions in Section 8(b)(A) of your Employment Agreement will apply only to the
following companies: De Lage Landen, GATX Corporation, GE Capital, GMAC Inc. and
International Lease Finance Corporation (or any successor to any competitive line of
business of the foregoing to the extent of your directly or indirectly engaging in or
being interested in such competitive line of business for such successor). The Company
agrees that, during the period that the restrictions of Section 8(b)(B) apply and subject
to requirements of law, the Company will not in any authorized Company public statement,
and will use reasonable efforts to cause each executive officer and member of the Board
of Directors not to, disparage or publicly criticize you.  

You and the Company agree that the
provisions of your Employment Agreement, as revised and extended by this letter (and
including, without limitation, Section 8(b)) remain in full force and the Term shall
continue through September 2, 2010 without interruption. The Company agrees to pay the
attorneys fees that you have incurred to date in 





 
	 	
	 











connection with this extension letter
(not to exceed $35,000) and related advice regarding your Employment Agreement (not to
exceed $50,000), in each case that the Company determines to be reasonable and
appropriate and subject to the Company being provided with such supporting documentation
as it determines necessary. Nothing in this letter is intended to confer any rights on
any person other than you or the Company. 



Please acknowledge your agreement by
signing the enclosed copy of this letter and returning it to me as soon as possible. 



	  	
Very
Truly Yours, 






	  	
CIT
GROUP INC. 








	 	/s/
Robert J. Ingato
      

    
	  	

                                                                                     By:
  	Robert J. Ingato
                                                                    

      Executive Vice
President,                                                                     

      General
Counsel & Secretary 







Accepted and Agreed: 





/s/ Jeffrey M. Peek
                

  Jeffrey M. Peek