Edgar Filing: CIT GROUP INC

Rule 424(b)(3)
Registration Statement Nos. 333-92258 and 333-98743
CUSIP 125577AN6; Common Code 016339415;
ISIN US125577AN68

PRICING SUPPLEMENT NO. 11
Dated February 12, 2003 to
Prospectus, dated September 13, 2002 and
Prospectus Supplement, dated September 13, 2002.

[CIT LOGO]

CIT GROUP INC.
$1,000,000,000 4.125% SENIOR NOTES
DUE FEBRUARY 21, 2006

Joint Lead Managers
DEUTSCHE BANK SECURITIES LEHMAN BROTHERS
-----------------------------

ABN AMRO INCORPORATED BANC OF AMERICA SECURITIES LLC
BARCLAYS CAPITAL BNP PARIBAS
GOLDMAN, SACHS & CO. UBS WARBURG

(X) Senior Note ( ) Senior Subordinated Note

PRINCIPAL AMOUNT: $1,000,000,000.

PROCEEDS TO CORPORATION: 99.52073% or $995,207,300.

UNDERWRITERS' COMMISSION: 0.225% or $2,250,000.

ISSUE PRICE: 99.74573% or $997,457,300.

ORIGINAL ISSUE DATE: February 20, 2003.

MATURITY DATE: February 21, 2006, provided that if such day is not a
Business Day, the payment of principal and interest may be
made on the next succeeding Business Day, and no interest on
such payment will accrue for the period from and after the
Maturity Date.

INTEREST RATE: The notes will bear interest at an annual rate of 4.125%.

SPECIFIED CURRENCY: U.S. Dollars.

DELIVERY: The Notes are expected to be delivered in book-entry form
only, to purchasers through The Depository Trust Company,
Clearstream and Euroclear, as the case may be, on or about
February 20, 2003.

FORM: Global Note.

INTEREST PAYMENT DATES: Interest will be paid at maturity, upon earlier tax
redemption (to the extent provided in the prospectus
supplement) and semiannually on February 20 and August 20 of
each year, commencing August 20, 2003, provided that if any
such day is not a Business Day, the Interest Payment Date
will be the next succeeding Business Day, and no interest on
such payment will accrue for the period from and after the
Maturity Date.

ACCRUAL OF INTEREST: Interest payments will include the amount of interest
accrued from and including the most recent Interest Payment
Date to which interest has been paid (or from and including
the Original Issue Date) to but excluding the applicable
Interest Payment Date.

EXCHANGE LISTING: Luxembourg Stock Exchange.

OTHER PROVISIONS:

TRUSTEE, REGISTRAR, Bank One Trust Company, N.A.
AUTHENTICATING, U.S.
CALCULATION AGENT AND
U.S. PAYING AGENT:

CUSIP: 125577AN6

COMMON CODE: 016339415

ISIN: US125577AN68

PLAN OF DISTRIBUTION

We have entered into a terms agreement, dated as of February 12, 2003, with
the Underwriters named below for whom Deutsche Bank Securities Inc. and Lehman
Brothers Inc. are acting as representatives. Subject to the terms and conditions
set forth in the terms agreement, we have agreed to sell to each of the
underwriters, and each of the underwriters has severally agreed to purchase, the
principal amount of the notes set forth opposite its name below:

PRINCIPAL
UNDERWRITERS OF NOTES AMOUNT
--------------------- ------

Deutsche Bank Securities Inc. .............................. $ 395,000,000
Lehman Brothers Inc. ....................................... 395,000,000
ABN AMRO Incorporated....................................... 35,000,000
Banc of America Securities LLC.............................. 35,000,000
Barclays Capital Inc. ...................................... 35,000,000
BNP Paribas Securities Corp. ............................... 35,000,000
Goldman, Sachs & Co. ....................................... 35,000,000
UBS Warburg LLC............................................. 35,000,000
--------------
Total................................................... $1,000,000,000
--------------
--------------

We have been advised by the Underwriters that they propose initially to
offer the notes to the public at the public offering price set forth on the
cover page of this pricing supplement, and to certain dealers at a price less a
concession not in excess of 0.15% of the principal amount of the notes. The
Underwriters may allow, and these dealers may reallow, a concession to certain
other dealers not in excess of 0.10% of the principal amount of the notes. After
the initial public offering, the public offering price and these concessions may
be changed from time to time.

Although application has been made to list the notes on the Luxembourg Stock
Exchange, the notes are a new issue of securities with no established trading
market. The Underwriters have advised us that they intend to make a market in
the notes, but the Underwriters are not obligated to do so and may discontinue
any market making at any time without notice. The trading market for the notes
may not be liquid.

The terms agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters will purchase
all the notes if any are purchased.

In connection with this offering, some or all of the Underwriters and their
respective affiliates may engage in transactions that stabilize, maintain, or
otherwise affect the market price of the notes. Those transactions may include
stabilization transactions effected in accordance with Rule 104 of Regulation M
under the Securities Exchange Act of 1934, pursuant to which those Underwriters
and affiliates may bid for or purchase notes for the purpose of stabilizing the
market price. The Underwriters also may create a short position for the account
of the Underwriters by selling more notes in connection with this offering than
they are committed to purchase from us. In that case, the Underwriters may
purchase notes in the open market following completion of this offering to cover
their short position. Any of the transactions described in this paragraph may
result in the maintenance of the price of the notes at a level above that which
might otherwise prevail in the open market. None of the transactions described
in this paragraph is required, and, if they are undertaken, they may be
discontinued at any time.

We have been advised by Deutsche Bank Securities Inc. and Lehman Brothers
Inc. that they may make the notes available for distribution on the Internet
through a third-party system operated by Market Axess Inc., an Internet-based
communications technology provider. We have also been advised by Deutsche Bank
Securities Inc. and Lehman Brothers Inc. that Market Axess Inc. is providing the
system as a conduit for communications between Deutsche Bank Securities Inc. and
Lehman Brothers Inc. and their respective customers and is not a party to any

transactions. We have also been advised by Deutsche Bank Securities Inc. and
Lehman Brothers Inc. that Market Axess Inc. is a registered broker-dealer and
will receive compensation from Deutsche Bank Securities Inc. and Lehman Brothers
Inc. based on transactions conducted through the system. We have been advised by
Deutsche Bank Securities Inc. and Lehman Brothers Inc. that they will make the
notes available to their respective customers through the Internet on the same
terms as distributions of the notes made through other channels. Other than this
pricing supplement, the accompanying prospectus and prospectus supplement and
any registration statement of which they form a part, each in electronic format
as filed with the SEC, the information on any Web site is not a part of this
pricing supplement, the accompanying prospectus or prospectus supplement or any
registration statement of which they form a part.

Some or all of the Underwriters or their affiliates have provided and will
in the future continue to provide banking and/or other financial services to CIT
and its subsidiaries.

The terms agreement provides that CIT will indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, or contribute to payments the Underwriters may be required to make in
respect thereof.

We accept responsibility for the information contained in this pricing
supplement.

Signed on behalf of CIT Group Inc.:

By: /S/ GLENN VOTEK
.............................
DULY AUTHORIZED