Exhibit 10.1

UNITED STATES OF AMERICA

BEFORE THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

WASHINGTON, D.C.

WHEREAS, CIT Group Inc., New York, New York (“Bancorp”), a registered bank holding company, owns and controls CIT Bank, Salt Lake City, Utah (the “Bank”), a state chartered nonmember bank, and various nonbank subsidiaries;

WHEREAS, it is the common goal of Bancorp and the Federal Reserve Bank of New York (the “Reserve Bank”) to maintain the financial soundness of Bancorp so that Bancorp may serve as a source of strength to the Bank;

WHEREAS, Bancorp and the Reserve Bank have mutually agreed to enter into this Written Agreement (the "Agreement"); and

WHEREAS, on August 12, 2009, Bancorp’s board of directors, at a duly constituted meeting, adopted a resolution authorizing and directing the Chief Executive Officer to consent to this Agreement on behalf of Bancorp, and consenting to compliance with each and every applicable provision of this Agreement by Bancorp and its institution-affiliated parties, as

defined in sections 3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1813(u) and 1818(b)(3)).

NOW, THEREFORE, Bancorp and the Reserve Bank agree as follows:

Corporate Governance

1.           Within 75 days of this Agreement, Bancorp shall provide the Reserve Bank with a written plan (the “Corporate Governance Plan”) outlining the specific actions Bancorp will take, including timeframes, to strengthen Bancorp’s management and corporate governance consistent with the responsibility of Bancorp’s board of directors to effectively and adequately oversee Bancorp’s senior management and business affairs. The Corporate Governance Plan shall, at a minimum, address, consider and include:

(a)           The adequacy of staffing levels, including an assessment of whether the audit, risk management and control functions of Bancorp are adequately staffed and provided with adequate resources;

(b)           measures to enhance Bancorp’s board of directors’ oversight of risk management processes in order that risk appetite decisions and the setting of risk tolerance levels, including, but not limited to, credit and liquidity risk exposures of the business lines and on a consolidated basis, are made and documented with an identification and consideration of, new and emerging risks, adverse trends, and the additional risk management controls needed to manage such risks and trends;

(c)           measures to enhance the identification and reporting to Bancorp’s board of directors and senior management of deviations from established risk limits and risk management objectives; and

(d)           steps so that compensation and other incentives provided to senior

management and other employees are risk sensitive and aligned with the long-term prudential interests of Bancorp.

Credit Risk Management

2.           Within 60 days of this Agreement, Bancorp shall submit to the Reserve Bank an acceptable credit risk management plan to address and correct weaknesses identified by the Reserve Bank in Bancorp’s risk rating process and to improve the accuracy of assigned credit risk ratings (the “Credit Risk Management Plan”). The Credit Risk Management Plan shall describe the specific actions that Bancorp proposes to take, and the timeframes for these actions. The Credit Risk Management Plan shall, at a minimum, address, consider and include:

(a)           Measures to enhance the internal credit risk rating system so that it is (i) commensurate with the complexity of lending activities; (ii) adequately integrated into the institution's overall analysis of capital adequacy; and (iii) supported by sufficient quantitative analysis;

(b)           strategies to minimize credit losses and reduce levels of problem assets;

(c)           measures to enhance the accuracy and consistency of loan risk ratings assigned by loan officers;

(d)           measures to require that all documentation necessary to adequately assess the current status and quality of each loan is maintained in the loan files; and

(e)           measures to address weaknesses identified by the Reserve Bank in problem loan accounting practices, including, but not limited to: loan reporting, troubled debt restructuring identification process, use of specific loan loss reserves, and nonaccrual and charge-off practices.

Allowance for Loan and Lease Losses

3.        (a)           Within 60 days of this Agreement, Bancorp shall review and revise, as appropriate, its consolidated allowance for loan and lease losses (“ALLL”) methodology to assure that it is consistent with re