CIT GROUP INC. 11 West 42 nd Street New York, NY 10017
Exhibit 10.38
March 28, 2012
Re: Extension of Term of Employment
Agreement
Dear Xxxx:
This letter will confirm that the Board of Directors of CIT Group
Inc. (the “Company”) has determined to extend the “Term” of your Amended and Restated Employment Agreement
with the Company dated as of May 7, 2008, as amended (your “Employment Agreement”) for one year, through December 31,
2012.
You acknowledge that neither your Employment Agreement nor this
extension letter (i) entitle you to receive any payment or benefit to the extent that it is prohibited or limited by applicable law and/or regulation,
nor (ii) constitute grounds for your resignation for “Good Reason” as defined under your Employment Agreement.
You and the Company agree that the provisions of your Employment
Agreement, as revised and extended by this letter remain in full force and the Term shall continue through December 31, 2012, without interruption.
Nothing in this letter is intended to confer any rights on any person other than you or the Company.
Please acknowledge your agreement by signing the enclosed copy of
this letter and returning it to me as soon as possible. On behalf of the Board, I thank you for your continued service with the
Company.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Executive Vice President,
General Counsel
Executive Vice President,
General Counsel
Accepted and Agreed:
/s/ X. X. Xxxxxxx
C. Xxxxxxx Xxxxxxx
