X0306 4 2013-05-15 0001171825 CIT GROUP INC CIT 0001175992 UNGER LAURA S C/O CIT GROUP INC. 1 CIT DRIVE, #3251-9 LIVINGSTON NJ 07039 1 Common Stock 4149 D Deferred Share Unit 2013-05-15 4 M 0 1070 A Common Stock 1070 1070 D Restricted Stock Units 2013-05-15 4 M 0 1070 D Common Stock 1070 2142.291 D Each restricted stock unit ("RSU") has the economic equivalent of one share of CIT common stock. RSUs are scheduled to vest in three equal installments on the first, second and third anniversaries of the date of grant and are payable 50% in shares of CIT common stock and 50% in cash. The cash payment shall be based on the closing price of CIT common stock on the vesting date. Filer elected to receive 100% stock upon settlement. Filer elected to defer settlement of these RSUs as DSUs until she is no longer a member of the Board of CIT. Each Deferred Share Unit is the economic equivalent of one share of CIT common stock. Filer elected to defer issuance of stock until he is no longer a member of the Board. Deferred share units ("DSU") will expire and settle in shares of common stock upon filer's departure from the Board. /s/ Robert J. Ingato, attorney-in-fact for Ms. Unger 2013-05-17