CIT Public Relations

It appears this is going to take longer than original anticipated. Leasing News

e-mail is still being blocked.  We talk to employees and department heads

by telephone, and by e-mail from their home.  A new development: they

can go to the Tyco Yahoo to learn about stock, but are now being blocked

from posting comments on Yahoo.

Talk so far is not to be surprised if Tyco sells CIT Group, “just as Chase

sold their leasing company over ten years ago.  They were going to do a

public offering, but it didn’t take off, and guess what happened to the

Chase Leasing employees---they were let go.”

Another manager told me he was “ scared s**t.  “Don’t quote me, Kit, in

fact, don’t even say you know me.  I want to stay off the radar completely.

We’re like pawns on a computer chess board.”

A Tempe top CIT said, “This is the quiet period.  I also don’t have any

time to talk to you. We’ve got to get rid of more debt.”

From the finance division, “ Remember Newcourt.  I think they got two month’s

severance. Tyco is taking care of the corporate level much better.”

SUMMARY COMPENSATION TABLE

(U.S. DOLLARS)

 http://eol.finsys.com/showfiling.asp?dcn=0000912057-02-016493

4/15/02

                                                               ANNUAL COMPENSATION              LONG TERM COMPENSATION AWARDS

                                                        ---------------------------------   -------------------------------------

                                                                                  OTHER

                                                                                 ANNUAL     RESTRICTED    SECURITIES    ALL OTHER

NAME AND PRINCIPAL                                                               COMPEN-       STOCK      UNDERLYING     COMPEN-

POSITIONS                                    YEAR        SALARY     BONUS(1)    SATION(2)    AWARDS(3)    OPTIONS(4)    SATION(5)

------------------                       ------------   --------   ----------   ---------   -----------   -----------   ---------

Albert R. Gamper Jr....................  Jan-Sep 2001   $680,769   $3,120,434    $37,208    $16,949,070    1,200,000     $ 8,250

President and Chief Executive                2000       $878,847   $  800,000    $98,188    $ 2,946,500      310,815     $41,954

Officer                                      1999       $761,534   $1,237,503    $57,577    $         0      345,350     $36,861

                                             1998       $663,471   $1,051,894    $37,778    $         0            0     $32,939

Thomas B. Hallman......................  Jan-Sep 2001   $288,846   $  605,000    $ 8,146    $ 1,490,275      200,000     $ 8,500

Group CEO                                    2000       $333,076   $  325,000    $16,692    $ 1,057,500       75,977     $20,123

Specialty Finance                            1999       $277,115   $  292,188    $ 9,210    $         0      103,605     $17,485

                                             1998       $230,000   $  217,516    $ 6,098    $         0            0     $15,600

Joseph M. Leone........................  Jan-Sep 2001   $302,308   $  580,000    $ 8,519    $ 1,659,596      200,000     $ 8,500

Executive Vice President                     2000       $358,088   $  300,000    $21,168    $   785,626       62,163     $21,124

and Chief Financial                          1999       $299,695   $  433,007    $12,267    $         0      124,326     $18,388

Officer                                      1998       $237,000   $  270,023    $ 7,813    $         0            0     $15,880

Lawrence A. Marsiello..................  Jan-Sep 2001   $313,846   $  480,000    $ 8,457    $ 1,806,375      200,000     $ 8,500

Group CEO                                    2000       $369,230   $  400,000    $24,108    $   785,626       69,070     $18,569

Commercial Finance                           1999       $319,610   $  425,011    $15,834    $         0      124,326     $19,184

                                             1998       $275,002   $  302,823    $11,052    $         0            0     $17,400

Nikita Zdanow..........................  Jan-Sep 2001   $344,615   $  525,000    $ 8,549    $ 1,896,657      125,000     $ 5,100

Group CEO                                    2000       $409,238   $  400,000    $22,711    $ 1,057,500       79,431     $23,170

Capital Finance                              1999       $356,741   $  425,011    $14,437    $         0      107,059     $20,670

                                             1998       $307,008   $  302,823    $10,004    $         0            0     $18,680

(1) For 2001, Mr. Gamper received a cash bonus of $2,002,040, based on the performance of the Tyco Capital division of Tyco. The remainder of Mr. Gamper's 2001 bonus was payable in Tyco common shares. The number of shares awarded was also based on the performance of Tyco Capital. Mr. Gamper received 25,020 Tyco common shares. The amount listed in the table reflects the market value on October 1, 2001, the date of grant.

The amounts shown in the Bonus column for 2001 (other than for Mr. Gamper, as described above) and 2000 represent the cash amounts paid under CIT's annual bonus plan. The amounts shown in the Bonus column for 1999 and 1998 represent the cash amounts paid under CIT's annual bonus plan and the value of CIT common stock or common stock units received in lieu of cash. Pursuant to the CIT Long-Term Equity Compensation Plan ("ECP"), executive officers could elect to receive between 10% and 50% of their 1998 and 1999 annual bonus awards in CIT common stock or common stock units, respectively, rather than cash. The cash portion deferred was converted to shares of common stock or common stock units with a market value equal to 125% of the deferred amount. CIT paid dividends on the shares of common stock or common stock units awarded to each Named Executive Officer at the same rate applicable to all other issued and outstanding shares. The amounts included in the bonus column for shares issued in 1999 represent the market value on January 26, 2000 (the date of grant) of the shares of CIT common stock awarded at $19.625 per share of CIT common stock. The awards for 1999 were as follows:

Mr. Gamper--$687,503, Mr. Hallman--$85,938, Mr. Leone--$165,007, Mr. Marsiello--$125,011, and Mr. Zdanow--$125,011. The amounts included in the bonus column for shares issued in 1998 represent the market value on January 29, 1999 (the date of grant) of the shares of CIT common stock awarded at $32.4375 per share of CIT common stock. The awards for 1998 were as follows: Mr. Gamper--$584,394, Mr. Hallman--$87,516, Mr. Leone--$150,023, Mr. Marsiello--$89,073, and Mr. Zdanow--$89,073.

Interesting in the 4/25/2002 CIT Group Inc. Security Exchange Filing S-1

NAME                               YEAR OF NORMAL RETIREMENT   ESTIMATED ANNUAL BENEFIT

----                               -------------------------   ------------------------

Albert R. Gamper, Jr.............            2007                      $536,100

Thomas B. Hallman................            2017                      $137,100

Joseph M. Leone..................            2018                      $197,900

Lawrence A. Marsiello............            2015                      $215,200

Nikita Zdanow....................            2002                      $162,300

( no mention of    John D. Burr.........................     58    

 Group Chief Executive Officer, Equipment Financing

JOHN D. BURR has served as Group Chief Executive Officer of CIT's Equipment Financing Group since June 2001. Mr. Burr served as President of Equipment Financing/North American Construction and Transportation division since 1999 and Executive Vice President of Equipment Financing since 1983, and held a number of other management and executive positions at CIT since 1967.

His unit has produced a high percentage of CIT’s profits.

CIT employed approximately 6,320 people at December 31, 2001, of which approximately 5,150 were employed in the United States and 1,170 were outside the United State

Also these statements:

OUR POTENTIAL ACQUISITION OR DISPOSITION OF BUSINESSES OR ASSET PORTFOLIOS IN THE FUTURE MAY ADVERSELY IMPACT OUR BUSINESS.

As part of our long-term business strategy, we may pursue acquisitions of other companies or asset portfolios. In addition, as we have done recently, we may dispose of non-strategic businesses or asset portfolios. Future acquisitions may result in potentially dilutive issuances of equity securities and the incurrence of additional debt, which could have a material adverse effect on our business, financial condition and results of operations. Future acquisitions could involve numerous additional risks, including: difficulties in integrating the operations, services, products and personnel of the acquired company; the diversion of management's attention from other business concerns; entering markets in which we have little or no direct prior experience; and the potential loss of key employees of the acquired company. In addition, acquired businesses and asset portfolios may have credit-related risks arising from substantially different underwriting standards associated with those businesses or assets. In the event of future dispositions of our businesses or asset portfolios, there can be no assurance that we will receive adequate consideration for those businesses or assets at the time of their disposition or will be able to adequately replace the volume associated with the businesses or asset portfolios that we dispose of with higher-yielding businesses or asset portfolios having acceptable risk characteristics. As a result, our future disposition of businesses or asset portfolios could have a material adverse effect on our business, financial condition and results of operations.

WE COMPETE WITH A VARIETY OF FINANCING SOURCES FOR OUR CUSTOMERS.

Our markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region. Our competitors include captive and independent finance companies, commercial banks and thrift institutions, industrial banks, leasing companies, manufacturers and vendors with global reach. Substantial financial services networks have been formed by insurance companies and bank holding companies that compete with us. On a local level, community banks and smaller independent finance and mortgage companies are a competitive force.

Competition from both traditional competitors and new market entrants has intensified in recent years due to a strong economy, growing marketplace liquidity and increasing recognition of the attractiveness of the commercial finance markets. In addition, the rapid expansion of the securitization markets is dramatically reducing the difficulty in obtaining access to capital, which is the principal barrier to entry into these markets. This is further intensifying competition in certain market segments, including increasing competition from specialized securitization lenders which offer aggressive pricing terms.

We compete primarily on the basis of pricing, terms and structure. Our competitors seek to compete aggressively on the basis of these factors and we may lose market share to the extent we are unwilling to match our competitors' pricing, terms and structure in order to maintain interest margins and/or credit standards. To the extent that we match competitors' pricing, terms or structure, we may experience decreased interest margins and/or increased risk of credit losses. Many of our competitors are large companies that have substantial capital, technological and marketing resources, and some of these competitors are larger than us and may have access to capital at a lower cost than us. Further, the size and access to capital of certain of our competitors are being enhanced by the continued consolidation activity in the commercial and investment banking industries.

(Now I understand it. There is no public relations. Editor)