Issuer:

CIT Group Inc.

Principal Amount:

$750,000,000

Type:

SEC Registered – Registration Statement No. 333-131159

Issue Price:

99.885%

Underwriters’ Commission:

.45%

Proceeds to Issuer:

$745,762,500

Pricing Date:

January 23, 2006

Settlement Date:

January 30, 2006

Maturity Date:

January 30, 2016

Interest Rate:

5.40%

Spread to Treasury:

105 basis points (1.05%)

Benchmark Treasury:

4.5% due November 15, 2015

Benchmark Yield:

4.365%

Specified Currency:

U.S. Dollars ($)

Interest Payment Dates:

Interest will be paid on the Maturity Date and semiannually on January 30 and July 30 of each year, commencing on July 30, 2006, provided that if any such day is not a Business Day, the payment will be made on the next Business Day unadjusted.
 

Accrual of Interest:

Interest payments will include the amount of interest accrued from and including the most recent Interest Payment Date to which interest has been paid (or from and including the Original Issue Date) to, but excluding, the applicable Interest Payment Date.

Minimum Denomination:

Minimum denominations of $1,000 and integral multiples of $1,000.

Exchange Listing:

None.

Other Provisions:

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation (including any executive order) to close in the City of New York.