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Overview of Goldman Sachs' Financing Transaction with CIT Group, Inc.

• The Financial Times published two stories today regarding a $3 billion financing facility Goldman Sachs entered into with CIT in June of 2008. This transaction, a private-sector attempt to enable CIT to continue as a going concern, was executed five months before CIT received TARP funds.

• The financing, which was long-term and made at attractive rates, was a lifeline for CIT at a time when other lenders were not willing to extend funding. CIT noted in a press release at the time that the facility provided it with funding flexibility since it could be used in multiple currency denominations and could finance both existing and new originations.

• The terms of the transaction were fully disclosed at the time.

• In return for providing generous terms to CIT and to protect itself, Goldman Sachs structured the transaction so that CIT would owe it a make-whole payment in the event of the facility's termination either through bankruptcy or because CIT chose to do so. The make-whole payment represents the present value of the spread that Goldman Sachs would have received over the life of the transaction. It is important to note the financing for CIT required Goldman Sachs to establish long-term funding of our own, for which we are obligated to pay even if the CIT facility goes away. The make-whole is designed to cover Goldman Sachs in such an event.

• Goldman Sachs is working with CIT and its creditors to enable it to continue to use the facility, which we believe gives it an attractive cost of funding, particularly relative to the other financing that has been provided to CIT at less attractive levels.

• CIT's obligations to Goldman Sachs are fully collateralized, as is common in any secured lending arrangement, but, in order to prudently manage our potential exposure, Goldman Sachs purchased protection in the form of credit default swaps. This protection was designed to guard against a precipitous decline in the value of the collateral, which did, indeed, occur last autumn. We believe this to be responsible risk management on behalf of our shareholders and any suggestion that we are seeking to benefit from a possible CIT bankruptcy is patently wrong.