SC 13G/A 1 v136597_sc13ga.txt Page 1 of 12 ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: August 31,1999 Estimated average burden hours per response.... 14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 ) * CIT Group Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common ------------------------------------------------------------------------------- (Title of Class of Securities) 125581108 -------------------------------------------- (CUSIP Number) December 31, 2008 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1 (b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the ACT but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1745 (3-98)

Page 8 of 12 Item 1(a) Name of Issuer: CIT Group Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 505 Fifth Avenue, New York, NY 10017 Item 2(a) Name of Person Filing: (i) Brandes Investment Partners, L.P. (ii) Brandes Investment Partners, Inc. (iii) Brandes Worldwide Holdings, L.P. (iv) Charles H. Brandes (v) Glenn R. Carlson (vi) Jeffrey A. Busby Item 2(b) Address of Principal Business office or, if None, Residence: (i) 11988 El Camino Real, Suite 500, San Diego, CA 92130 (ii) 11988 El Camino Real, Suite 500, San Diego, CA 92130 (iii) 11988 El Camino Real, Suite 500, San Diego, CA 92130 (iv) 11988 El Camino Real, Suite 500, San Diego, CA 92130 (v) 11988 El Camino Real, Suite 500, San Diego, CA 92130 (vi) 11988 El Camino Real, Suite 500, San Diego, CA 92130 Item 2(c) Citizenship (i) Delaware (ii) California (iii) Delaware (iv) USA (v) USA (vi) USA Page 9 of 12 Item 2(d) Title of Class Securities: Common Item 2(e) CUSIP Number: 125581108 Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E). (f) [_] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(ii)(F). (g) [_] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G). (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [X] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). This statement is filed by Brandes Investment Partners, L.P., an investment adviser registered under the Investment Advisers Act of 1940, its control persons and its holding company. (See, also, Exhibit A.) Item 4. Ownership: (a) Amount Beneficially Owned: 28,465,717 (b) Percent of Class: 9.97% (c) Number of shares as to which the joint filers have: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 24,925,110 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 28,465,717 Page 10 of 12 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following | |. Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. See Exhibit A Item 9. Notice of Dissolution of Group. N/A Item 10. Certification: (a) The following certification shall be included if the statement is filed pursuant to ss. 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 9, 2009 BRANDES INVESTMENT PARTNERS, L.P. By: /s/ Adelaide Pund ------------------------------------- Adelaide Pund as Attorney-In-Fact for Charles H. Brandes, President of Brandes Investment Partners, Inc., its General Partner Page 11 of 12 BRANDES INVESTMENT PARTNERS, INC. By: /s/ Adelaide Pund ------------------------------------- Adelaide Pund as Attorney-In-Fact for Charles H. Brandes, President BRANDES WORLDWIDE HOLDINGS, L.P. By: /s/ Adelaide Pund ------------------------------------- Adelaide Pund as Attorney-In-Fact for Charles H. Brandes, President of Brandes Investment Partners, Inc., its General Partner By: /s/ Adelaide Pund ------------------------------------- Adelaide Pund as Attorney-In-Fact for Charles H. Brandes, Control Person By: /s/ Adelaide Pund ------------------------------------- Adelaide Pund as Attorney-In-Fact for Glenn R. Carlson, Control Person By: /s/ Adelaide Pund ------------------------------------- Adelaide Pund as Attorney-In-Fact for Jeffrey A. Busby, Control Person Page 12 of 12 EXHIBITS Exhibit A is incorporated by reference to Exhibit A of Schedule 13G for 3Com Corporation filed February 14, 2005. Exhibit B is incorporated by reference to Exhibit B of Schedule 13G for 3Com Corporation filed February 14, 2005. Exhibit C is incorporated by reference to Exhibit C of Schedule 13G for 3Com Corporation filed February 14, 2005. Exhibit D is incorporated by reference to Exhibit D of Schedule 13G for 3Com Corporation filed February 14, 2005.

CIT GROUP INC SC 13G/A