NEW EXECUTIVE RETIREMENT PLAN OF CIT GROUP INC.

Exhibit 10.29

NEW EXECUTIVE RETIREMENT PLAN

OF CIT GROUP INC.

(As Amended and Restated as of January 1, 2008)

NEW EXECUTIVE RETIREMENT PLAN
OF CIT GROUP INC.

Table of Contents

NEW EXECUTIVE RETIREMENT PLAN
OF CIT GROUP INC.

ESTABLISHMENT

            Effective as of the Original Effective Date, the Company established the Plan as an unfunded, nonqualified deferred compensation plan for a select group of key management or highly compensated employees.

            The Plan was amended and restated, effective as of January 1, 2005, to comply with the provisions of Section 409A of the Code, to make certain administrative and technical changes to the terms of the Plan and to incorporate the benefits payable under the ERP and the PLIP to ERP Participants (as such terms are defined below).

            The Plan is hereby further amended and restated as of the Effective Date to include additional amendments designed to comply with Section 409A of the Code. Unless otherwise expressly provided herein, the rights of any person who had a Separation from Service, died or retired on or before January 1, 2008, shall be determined solely under the terms of the Plan in effect on the date of such person’s Separation from Service, death or retirement.

            All benefits under the Plan shall be paid out of the general assets of the Company.

            The Company may establish and fund a grantor trust to provide benefits under the Plan.

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NEW EXECUTIVE RETIREMENT PLAN
OF CIT GROUP INC.

ARTICLE 1.

DEFINITIONS

     1.1. “Actuarial Equivalent” has the meaning set forth in the Retirement Plan.

      1.2. “Affiliate” means any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

      1.3. “Base Compensation” means (i) only the basic cash remuneration paid to an employee for services rendered to the Company determined prior to any reduction in compensation for elective contributions within the meaning of Section 401(k) of the Code or salary reductions, (within the meaning of Section 125 of the Code) and any amounts deferred pursuant to any other deferred compensation arrangement sponsored by the Company, and (ii) with respect to a period of disability for sickness or accident (other than long-term disability), the salary or wages used by the Company as a basis for determining benefits payable for such period but excluding:

            (a) commissions, overtime pay and any bonuses or special pay and incentive compensation;

            (b) any payment made in connection with the relocation of such Participants;

            (c) any severance award, recruitment award, tuition refund, suggestion award, director’s fees, deferred compensation and expense allowance paid to such Participant or any other reimbursement of expenses; and

            (d) any other payment as determined by the Company in accordance with any uniform rules which it may adopt, which shall at the time be in force, and which shall be applied in a nondiscriminatory manner.

      1.4. “Beneficial Owner” or “Beneficially Owned” has the meaning set forth in Rule 13d-3 under the Exchange Act.

      1.5. “Beneficiary” means any Person, Persons, or entity designated by a Participant to receive any benefits payable in the event of the Participant’s death while employed by the Company. If no valid Beneficiary designation is in effect at the Participant’s death, or if no Person, Persons or entity so designated survives the Participant, or if each surviving validly designated Beneficiary is legally impaired or prohibited from taking, the Participant’s Beneficiary shall be the Participant’s Surviving Spouse, if any, or if the Participant has no Surviving Spouse, then his estate. If the Committee is in doubt as to the right of any Person to receive such amount, it may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the Committee may pay such amount into any court of

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competent jurisdiction and such payment shall be a complete discharge of the liability of the Plan.

      1.6. “Benefit Service” means a Participant’s Period of Benefit Service as defined under the Retirement Plan.

      1.7. “Board” means the Board of Directors of the Company or any committee thereof which may be delegated responsibility with respect to the Plan.

      1.8. “Cause” means, whether or not the Participant has an employment agreement with the Company, the Participant’s (i) substantial failure to perform his duties or responsibilities, as determined by the CEO (or, in the case of the CEO, by the Board), (ii) gross negligence, recklessness or malfeasance in the performance of his duties, (iii) commission of any criminal act, act of fraud or other misconduct resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, or (iv) engagement in any conduct relating to the business of the Company that could reasonably be expected to have a materially detrimental effect on the business or financial condition of the Company. For purposes hereof, the Participant will be deemed to have committed an act if, based upon the Company’s investigation of the facts, it reasonably concludes that the Participant committed such an act.

     1.9. “CEO” means the Chief Executive Officer of the Company.

     1.10. “Change of Control” means:

            (i) Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or

            (ii) The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or

            (iii) There is consummated a merger or consolidation of the Company or any Subsidiary with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof

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outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or

            (iv) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

      1.11. “Code” means the Internal Revenue Code of 1986, as amended, and the applicable rulings and regulations thereunder.

      1.12. “Committee” means effective July 1, 2006, the Compensation Committee of the Board; provided , however , that with respect to the determination of the eligibility of individuals other than Executive Officers to participate in the Plan pursuant to Section 2.1, Committee means the Office of the Chairman. Prior to July 1, 2006, “ Committee ” meant the Employee Benefits Committee.

      1.13. “Company” means CIT Group Inc. (formerly, The CIT Group Holdings, Inc.) and any successor thereto.

      1.14. “Disabled” means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position or employment or any substantially similar position of employment.

      1.15. “Early Retirement Date” means the first day of a month following a Participant’s Separation from Service on or after he has attained age 55 and completed at least 10 years of Benefit Service.

     1.16. “Effective Date” means January 1, 2008.

     1.17. “ Equivalent Actuarial Value” has the meaning set forth in the Retirement Plan.

      1.18. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the applicable rulings and regulations thereunder.

      1.19. “ERP” means the Executive Retirement Plan of CIT Group Inc., as in effect immediately prior to January 1, 2005.

      1.20. “ERP Participant” means a Participant listed as participating in the ERP in Appendix A hereof.

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      1.21. “Executive Officer” means any individual designated by the Board as an executive officer of the Company within the meaning of Rule 3b-7 of the Securities Exchange Act of 1934, as amended.

      1.22. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the applicable rulings and regulations thereunder.

      1.23. “Final Base Compensation” means highest Base Compensation received for any 12-consecutive-month-period during any of the five-consecutive-12-month periods ending on a Participant’s retirement date.

      1.24. “Good Reason” means, whether or not the Participant has an employment agreement with the Company, the assignment of duties and responsibilities not commensurate with the Participant’s status as a senior executive of the Company, the failure of the Company to provide compensation and benefits to the Participant at the levels required under the terms of the Participant’s employment contract with the Company, or the failure of the Company to adhere in any substantial manner to any of its other obligations to the Participant under the terms of his employment with the Company.

      1.25. “Normal Retirement Date” means the first day of the month coincident with or next following a Participant’s Separation from Service occurring after the later of date of the (i) Participant’s attainment of age 65 and (ii) Participant’s completion of 10 years of Benefit Service.

     1.26. “Original Effective Date” means January 1, 1995.

      1.27. “Participant” means a key executive or highly compensated employee of the Company designated by the Committee to participate in the Plan.

      1.28. “Person” means any person, entity or "group" within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (v) a person or group as used in Rule 13d-1(b) under the Exchange Act.

     1.29. “Plan” means the New Executive Retirement Plan of CIT Group Inc.

      1.30. “PLIP” means the Permanent Life Insurance Plan of CIT Group Inc. (formerly, the Permanent Life Insurance Plan of CIT Group Holdings, Inc.).

      1.31. “Retirement Plan” means the CIT Group Inc. Retirement Plan or any successor thereto.

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      1.32. “Separation from Service” means a Participant’s “separation from service” from the Company and each of its Affiliates as determined under the default provisions included in the applicable Treasury Regulations issued under Section 409A of the Code.

      1.33. “Specified Employee” means an employee of the Company or its Affiliates who will be “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code determined in accordance with the uniform methodology and procedures adopted by the Committee.

      1.34. “Spouse” means, as of the date of determination, the individual of the opposite sex to whom the Participant is married within the meaning of the laws of the jurisdiction of the Participant’s domicile (including common law marriage under applicable state law); provided , however , that the marriage is recognized as valid under the laws of the United States. Unless otherwise specified herein, a man and a woman are married if their relationship is recognized as a marriage under the laws of the state or county in which the Participant is domiciled and of the United States.

      1.35. “Subsidiary” means (i) a corporation or other entity with respect to which the Company, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s board of directors or analogous governing body, or (ii) any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan.

ARTICLE 2.

PARTICIPATION

     2.1. Participation

            The Committee shall select those employees who shall be Participants in the Plan. Such employees shall become Participants under the Plan effective on the date designated by the Committee. Participation in the Plan shall be contingent upon the selected employee’s execution of any statement or release requested by the Committee including, but not limited to, a waiver of any insured death benefits in the event of death after Separation from Service and the completion of any requirement requested by the Committee in order to obtain life insurance on the life of such employee. The determination of the Committee with respect to participation under the Plan shall be final.

     2.2. Termination of Participation

            Subject to Section 5.10, a Participant shall no longer be eligible to participate in the Plan upon the earlier of the (i) revocation of his status as a Participant under the Plan by the Committee, or (ii) Separation from Service with the Company as provided under Article 4.

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      2.3. Benefits for Participants Who Terminate Employment Prior to the Effective Date.

            Benefits under the Plan payable to a Participant who had a Separation from Service prior to the Effective Date shall be governed by the terms of the Plan in effect at the time of the Participant’s such Separation from Service, except that, in the case of a Participant whose date of Separation from Service was after October 3, 2004 and prior to January 1, 2005, such benefits shall be determined in accordance with the terms of the Plan in effect on October 3, 2004.

ARTICLE 3.

ACCRUED BENEFITS

3.1. Determination of Accrued Benefit

            (a) Subject to Section 3.3(b), as of any date, a Participant’s accrued benefit shall be an immediate annual benefit in the form of a straight life annuity equal to (1) minus (2) where (1) and (2) equal:

            (b) The amount calculated under Section 3.1(a) shall be reduced by the following offset amounts:

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            (c) All calculations required by this Section 3.1 shall be made as of the date of the Participant’s Separation from Service, and all offsets contemplated by Section 3.1(b) shall be assumed to commence as of the first day of the month following the month in which the Participant’s Separation from Service occurs. If the accrued benefit of a Participant under the Retirement Plan is determined under the traditional formula of the Retirement Plan and not under the cash account balance formula, then the offset contemplated by clause 1 of Section 3.1(b) shall be based upon the immediate single life annuity payable under the Retirement Plan as of the Participant’s Normal Retirement Date, reduced for early commencement as provided in Section 3.3(b).

            (d) In the event a Participant is credited with additional years of Benefit Service pursuant to the CIT Executive Severance Plan or any employment agreement with the Company, his accrued benefit attributable to such additional years of Benefit Service shall be based on his Final Base Compensation determined at the time of his Separation from Service.

            (e) Notwithstanding the above, no benefit will be payable under the Plan unless the Participant has a vested right to such benefit in accordance with the provisions of Article 4 at the time of the Participant’s Separation from Service.

     3.2. Normal Retirement

            (a) A Participant may retire on his Normal Retirement Date.

            (b) Subject to Article 4, a Participant who retires on his Normal Retirement Date shall receive a benefit equal to his accrued benefit as determined under Section 3.1 commencing on his Normal Retirement Date and ending with the payment due for the month in which the Participant dies.

     3.3. Early Retirement

            (a) A Participant may retire on his Early Retirement Date.

            (b) Subject to Article 4, a Participant who retires on his Early Retirement Date shall receive, commencing on his Early Retirement Date and ending with the payment due for the month in which the Participant dies, a benefit equal to (i) the benefit determined under Section 3.1(a) as of the Early Retirement Date, reduced by one-half of 1% for each month, if any, by which commencement of the retirement benefit precedes the first day of the month following the month in which the Participant’s 60th birthday occurs les