Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Albert R. Gamper, Jr.
------------------------------------
Albert R. Gamper, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
<PAGE>
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Daniel P. Amos
------------------------------------
Daniel P. Amos
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ John S. Chen
------------------------------------
John S. Chen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and
<PAGE>
perform any and all acts and things requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person and hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Anthea Disney
------------------------------------
Anthea Disney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ William A. Farlinger
------------------------------------
William A. Farlinger
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation
<PAGE>
thereto and to attest to said seal, and to file such Registration Statement and
each such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
26th day of October, 2000.
/s/ Guy Hands
------------------------------------
Guy Hands
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Thomas H. Kean
------------------------------------
Thomas H. Kean
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT
<PAGE>
J. INGATO his true and lawful attorneys-in-fact and agents, and each of them
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and any
and all amendments thereof, with power where appropriate to affix the corporate
seal of said Corporation thereto and to attest to said seal, and to file such
Registration Statement and each such amendment, with all exhibits thereto, and
any and all other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person and hereby
ratifies and confirms all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Paul G. Morton
------------------------------------
Paul G. Morton
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Takatsugu Murai
------------------------------------
Takatsugu Murai
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at
<PAGE>
an original discount, such greater principal amount as shall result in an
aggregate initial public offering price of up to $81,850,000 (all in United
States dollars or an equivalent amount in another currency or composite
currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact
and agents, and each of them with full power to act without the others, for him
and in his name, place, and stead, in any and all capacities, to sign such
Registration Statement and any and all amendments thereof, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest to said seal, and to file such Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ William M. O'Grady
------------------------------------
William M. O'Grady
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Paul N. Roth
------------------------------------
Paul N. Roth
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a
<PAGE>
Registration Statement on Form S-3 for the registration of the Corporation's
guarantee of certain additional notes and certificates issued by The CIT Group
Securitization Corporation II, a wholly-owned subsidiary of the Corporation,
pursuant to Rule 462(b) under said Act (for the registration of additional
securities in connection with the earlier effective registration statements,
File Nos. 333-64539 and 333-64539-01, for the same securities), which additional
notes and certificates may be issued in an aggregate principal amount of up to
$81,850,000, or if issued at an original discount, such greater principal amount
as shall result in an aggregate initial public offering price of up to
$81,850,000 (all in United States dollars or an equivalent amount in another
currency or composite currency), hereby constitutes and appoints ALBERT R.
GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Peter J. Tobin
------------------------------------
Peter J. Tobin
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Keiji Torii
------------------------------------
Keiji Torii
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Theodore V. Wells, Jr.
------------------------------------
Theodore V. Wells, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 for the registration of the
Corporation's guarantee of certain additional notes and certificates issued by
The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the
Corporation, pursuant to Rule 462(b) under said Act (for the registration of
additional securities in connection with the earlier effective registration
statements, File Nos. 333-64539 and 333-64539-01, for the same securities),
which additional notes and certificates may be issued in an aggregate principal
amount of up to $81,850,000, or if issued at an original discount, such greater
principal amount as shall result in an aggregate initial public offering price
of up to $81,850,000 (all in United States dollars or an equivalent amount in
another currency or composite currency), hereby constitutes and appoints ALBERT
R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereof, with power where appropriate to affix the corporate seal of said
Corporation thereto and to attest to said seal, and to file such Registration
Statement and each such amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and hereby ratifies and
confirms all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th
day of October, 2000.
/s/ Alan F. White
------------------------------------
Alan F. White
