X0202 3 2005-02-14 0 0001103313 EDUCATION LENDING GROUP INC ELDG 0001313753 CIT ELG CORP 1 CIT DRIVE LIVINGSTON NJ 07039 0 0 1 0 0001171825 CIT GROUP INC 1 CIT DRIVE LIVINGSTON NJ 07039 0 0 1 0 Common Stock, par value $0.001 per share 17342624 D Common Stock, par value $0.001 per share 17342624 I Owned indirectly by CIT Group Inc. through its wholly owned subsidiary CIT ELG Corporation. Pursuant to the offer by CIT ELG Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of CIT Group Inc., a Delaware corporation ("Parent"), to purchase all outstanding shares of common stock, par value $0.001 per share, of Education Lending Group, Inc., a Delaware corporation (the "Company"), including the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated January 4, 2005, between the Company and American Stock Transfer & Trust Company, as rights agent (together, the "Shares" ), at a purchase price of $19.05 per Share, net to the seller in cash, on February 14, 2005, Purchaser acquired 17,342,624 Shares, representing approximately 96% of Company's outstanding Shares. On February 17, 2005, Parent completed the acquisition of the Company through a merger of Purchaser with and into the Company, with the Company as the surviving corporation. /s/ James P. Shanahan, Senior Vice President and Assistant Secretary of CIT ELG Corporation and CIT Group Inc. 2005-02-18