CIT GROUP INC. (NYSE:CIT) Files An 8-K Material Modification to Rights of Security Holders

Item 3.03

On June 6, 2017, CIT Group Inc. (the Company) filed a Certificate
of Designations (the Certificate) with the Secretary of State of
the State of Delaware, establishing the rights, preferences,
privileges, qualifications, restrictions and limitations of a new
series of its preferred stock designated as the Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series A (the
Series A Preferred Stock). The Certificate was filed in
connection with an Underwriting Agreement, dated May 31, 2017
(the Underwriting Agreement), between the Company, Morgan Stanley
Co. LLC and the other underwriters named in Schedule A thereto
(collectively, the Underwriters), to which the Company agreed to
sell to the Underwriters an aggregate of 325,000 shares of Series
A Preferred Stock.

The Series A Preferred Stock ranks (i) senior, as to dividends
and upon liquidation, dissolution and winding-up, to the common
stock of the Company and to any other class or series of capital
stock of the Company now or hereafter authorized, issued or
outstanding that, by its terms, does not expressly provide that
such class or series ranks pari passu with the Series A
Preferred Stock or senior to the Series A Preferred Stock as to
dividends and upon liquidation, dissolution and winding-up, as
the case may be; (ii) on a parity, as to dividends and upon
liquidation, dissolution and winding-up, with any class or series
of capital stock of the Company now or hereafter authorized,
issued or outstanding that, by its terms, expressly provides that
such class or series ranks pari passu with the Series A
Preferred Stock as to dividends and upon liquidation, dissolution
and winding-up, as the case may be; and (iii) junior, as to
dividends and upon liquidation, dissolution and winding-up, to
any other class or series of capital stock of the Company now or
hereafter authorized, issued or outstanding that, by its terms,
expressly provides that such class or series ranks senior to the
Series A Preferred Stock as to dividends and upon liquidation,
dissolution and winding-up, as the case may be.

Under the terms of the Series A Preferred Stock, the ability of
the Company to pay dividends on, make distributions with respect
to, or to redeem, purchase or acquire the Companys common stock
or any other stock ranking junior to or on a parity with the
Series A Preferred Stock, is subject to restrictions in the event
that the Company has not declared and either paid or set aside a
sum sufficient for payment of full dividends on the Series A
Preferred Stock for the most recently completed dividend period.

The terms of the Series A Preferred Stock are more fully
described in the Certificate, which is included as Exhibit3.1 to
this Current Report on Form 8K and is incorporated by reference
herein.

On June 6, 2017, the Company filed the Certificate with the
Secretary of State of the State of Delaware, amending the
Companys Fourth Restated Certificate of Incorporation by
establishing the Companys Series A Preferred Stock, consisting of
325,000 authorized shares, $0.01 par value and $1,000.00
liquidation value per share.

Holders of the Series A Preferred Stock are entitled to receive
when, as and if declared by the Companys Board of Directors (the
Board) or a duly authorized committee of the Board,
non-cumulative cash dividends based on the liquidation preference
at a per annum rate equal to (i) 5.800% from the original issue
date of the shares of Series A Preferred Stock to, but excluding,
June 15, 2022 and (ii) a floating rate per annum equal to
three-month LIBOR on the related dividend determination date plus
a spread of 3.972% per annum from and after June 15, 2022. If
declared by the Board or a duly authorized committee of the
Board, dividends will be payable on the Series A Preferred Stock
semi-annually in arrears on June 15 and December 15 of each year,
beginning on December 15,

2017 and ending on June 15, 2022 and, thereafter, quarterly in
arrears on March 15, June 15, September 15 and December 15 of
each year, beginning on September 15, 2022.

The Series A Preferred Stock has a liquidation preference of
$1,000.00 per share, plus any declared and unpaid dividends,
without accumulation of any undeclared dividends. Liquidating
distributions will be made on the Series A Preferred Stock only
to the extent the Companys assets are available after
satisfaction of all liabilities to creditors and subject to the
rights of holders of any security ranking senior to the Series A
Preferred Stock, and pro rata with any other shares of the
Companys capital stock ranking on a parity with the Series A
Preferred Stock as to such distributions. After payment of the
full amount of the liquidating distribution, holders of the
Series A Preferred Stock are not entitled to any further
participation in any distribution of the Companys assets.

The Series A Preferred Stock has no stated maturity date, is not
subject to any mandatory redemption, sinking fund or other
similar provisions and will remain outstanding unless redeemed at
the Companys option. The Company may redeem the Series A
Preferred Stock at its option, at a redemption price equal to
$1,000.00 per share, plus any declared and unpaid dividends
(without regard to any undeclared dividends), (i) in whole or in
part, from time to time, on any dividend payment date on or after
June 15, 2022, or (ii) in whole but not in part, within 90 days
following the occurrence of a regulatory capital treatment event
(as described in the Certificate). Any redemption of the Series A
Preferred Stock is subject to prior approval of the Board of
Governors of the Federal Reserve System or any successor
appropriate federal banking agency. The Series A Preferred Stock
has no preemptive or conversion rights.

The Series A Preferred Stock has no voting rights except with
respect to (i) authorizing, increasing the authorized amount of,
or issuing any capital stock ranking senior to the Series A
Preferred Stock, (ii) authorizing adverse changes in the terms of
the Series A Preferred Stock, (iii) in the case of certain
dividend nonpayments, electing directors, (iv) certain other
fundamental corporate events, and (v) as otherwise required under
applicable law.

The terms of the Series A Preferred Stock are more fully
described in the Certificate, which is included as Exhibit3.1 to
this Current Report on Form 8K and is incorporated by reference
herein.

On June 7, 2017, the Company closed the public offering of
325,000 shares of its Series A Preferred Stock to the
Underwriting Agreement. The shares of Series A Preferred Stock
have been registered under the Securities Act of 1933, as
amended, by a registration statement on Form S-3 (File No.
333-201417) (the Registration Statement). The following documents
are being filed with this Current Report on Form 8-K and
incorporated by reference into the Registration Statement: (i)
the Certificate and (ii) the validity opinion with respect to the
shares of Series A Preferred Stock.

(d) Exhibits.

About CIT GROUP INC. (NYSE:CIT)

CIT Group Inc. (CIT) is a bank holding company. The Company, together with its subsidiaries, provides financing, leasing and advisory services to middle market companies in a range of industries in North America, and equipment financing and leasing solutions to the transportation industry around the world. The Company’s segments include North America Banking (NAB), including Commercial Real Estate, Commercial Banking and Consumer Banking divisions; Transportation & International Finance (TIF), including Aerospace, Rail, Maritime Finance and International Finance divisions, and Legacy Consumer Mortgages (LCM), which includes single-family residential mortgage (SFR) loans and reverse mortgage loans. CIT products and services include account receivables collection; equipment leases; acquisition and expansion financing; factoring services; financial risk management; asset management and servicing; asset-based loans; insurance services; credit protection; debt restructuring, and deposits.