Exhibit 10.2

                                                                 ESP Participant

CIT Group Inc.
Long-Term Equity Compensation Plan
Option Award Agreement

"Participant":

"Date of Award":  January __, 2006

      This Award Agreement, effective as of the Date of Award set forth above,
represents the grant of Options by CIT Group Inc., a Delaware corporation (the
"Company"), to the Participant named above, pursuant to the provisions of the
CIT Group Inc. Long-Term Equity Compensation Plan, amended and restated as of
February 25, 2003, and as amended as of February 2005 (the "Plan"). All
capitalized terms shall have the meanings ascribed to them in the Plan, unless
specifically set forth otherwise herein.

      The parties hereto agree as follows:

            (A)   Grant of Stock Options. The Company hereby grants to the
                  Participant Options to purchase Shares in the manner and
                  subject to the terms and conditions of the Plan and this Award
                  Agreement as follows:

                  (1)   Number of Shares Covered by this Option: [ ] Shares

                  (2)   "Option Price": $______.

                  (3)   "Option Term": The Options have been granted for a
                        period of seven (7) years ending on the seventh (7th)
                        anniversary of the Date of Award.

            (B)   Vesting and Exercise of Options.

                  (1)   Subject to Section E of this Award Agreement, Options do
                        not provide the Participant with any rights or interests
                        therein until they vest and become exercisable in
                        accordance with the following:

                        (a)   One-third of the Options will vest and become
                              exercisable on a cumulative basis, on each of the
                              first, second and third anniversaries of the Date
                              of Award.

                        (b)   Any Options not previously vested in accordance
                              with Section (B)(1)(a) shall vest and become
                              exercisable as of the date of the Participant's
                              termination of employment due to death or
                              Disability or a RIF. For purposes of this Award
                              Agreement, a "RIF Termination" shall mean the
                              termination of a Participant's employment as a
                              result of a reduction in force, corporate
                              downsizing, change in operations, permanent and
                              complete facility relocation or closing, or other
                              similar job elimination.

                        (c)   In the event of a Participant's Retirement, all
                              Options not previously vested pursuant to Section
                              (B)(1)(a) shall continue to vest and become
                              exercisable in accordance with Section (B)(1)(a).
                              "Retirement" means either (i) a Participant's
                              election to retire upon attaining his or her
                              "Normal Retirement Age"; or (ii) a Participant's
                              election to retire upon (A) completing at least a
                              10-year "Period of Benefit Service" and (B) having
                              either (1) attained age 55, or


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                              (2) incurred an "Eligible Termination" and, at the
                              time of such "Eligible Termination," having
                              attained age 54. The terms "Normal Retirement
                              Age," "Period of Benefit Service," and "Eligible
                              Termination," shall have the meanings as defined
                              in the Retirement Plan.

                  (2)   If the Participant's employment with the Company
                        terminates for a reason other than as set forth in
                        Section (B)(1)(b) or (c) above, Options which have not
                        vested and become exercisable shall terminate
                        immediately and be of no further force or effect.

                  (3)   Upon vesting, the Options will remain exercisable until
                        they terminate in accordance with Section D below.

            (C)   How to Exercise an Option.

                  (1)   The Options may be exercised by telephone or written
                        notice to the Company's stock plan administrator,
                        currently Smith Barney ("Administrator"), specifying the
                        number of Shares the Participant then desires to
                        purchase, which may not be fewer than twenty-five (25).
                        Except as provided in Section (C)(2) below, a
                        Participant must send a check payable to the order of
                        the Administrator for an amount in United States dollars
                        equal to the Option Price of such Shares plus any fees
                        or, if the Committee permits, Shares having an aggregate
                        Fair Market Value (as of the trading date immediately
                        preceding the date of exercise) equal to such Option
                        Price which have been held by the Participant for at
                        least six (6) months, or a combination of cash and such
                        Shares. The Committee reserves the right to modify the
                        exercise procedures from time to time.

                  (2)   Subject to the approval of the Committee and applicable
                        securities laws, the Participant may be permitted to
                        exercise the Options pursuant to a "cashless exercise"
                        procedure, as permitted under Federal Reserve Board's
                        Regulation T, or by any other means which the Committee,
                        in its discretion, determines to be consistent with the
                        Plan's purpose and applicable law.

                  (3)   As soon as practicable after receipt of such written
                        notification and payment, Share certificates shall be
                        issued in the Participant's name. The Company and the
                        Administrator shall maintain a record of all information
                        pertaining to the Participant's rights under this Award
                        Agreement.

            (D)   Termination of Options. The Options, which have vested and
                  become exercisable as provided in Section (B) above, shall
                  terminate and be of no force or effect as follows:

                  (1)   If the Participant's employment terminates during the
                        Option Term by reason of the Participant's death or
                        Disability, the Options will terminate and have no
                        further force or effect upon the earlier of (a) three
                        (3) years after the date of the Participant's death or
                        Disability and (b) the expiration of the Option Term.

                  (2)   If the Participant's employment terminates during the
                        Option Term due to a RIF Termination or a termination
                        with "Good Reason" or "Without Cause" (each as defined
                        in the Company's Executive Severance Plan as amended as
                        of February 25, 2003), the Options will terminate and
                        have no force or effect upon the earlier of (a) two (2)
                        years after the Participant's date of termination or (b)
                        the expiration of the Option Term.

                  (3)   If the Participant's employment terminates during the
                        Option Term by reason of the Participant's Retirement,
                        the Options will terminate and have no further force or
                        effect upon the expiration of the Option Term.

                  (4)   If the Participant's employment terminates during the
                        Option Term for any reason not set forth in Sections
                        (D)(1), (D)(2) or (D)(3), the Options will terminate and
                        have no further force or effect upon the earlier of (i)
                        the expiration of three (3) months after the date of the
                        Participant's termination of employment and (ii) the
                        expiration of the Option Term.


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                  (5)   If the Participant's employment with the Company does
                        not terminate earlier, all Options not exercised shall
                        terminate as of the expiration of the Option Term.

            (E)   Change of Control. Notwithstanding any provision contained in
                  the Plan or this Award Agreement to the contrary, upon a
                  Change of Control prior to the Participant's termination of
                  employment, all Options that have not been terminated prior to
                  the effective date of the Change of Control shall immediately
                  vest and become exercisable and shall remain exercisable until
                  the earlier of (a) the expiration of the Option Term or (b)
                  the second anniversary of the Participant's termination of
                  employment with the Company.

            (F)   Rights as Stockholder. The Participant shall have no rights as
                  a stockholder of the Company with respect to the Shares
                  subject to the Options until such time as the Option Price has
                  been paid, and the Shares have been issued and delivered to
                  the Participant.

            (G)   Transferability. Options may not be sold, transferred,
                  pledged, assigned, or otherwise alienated or hypothecated,
                  other than by will, the laws of descent and distribution, or
                  as otherwise permitted under Section 6.9 of the Plan. Further,
                  during the Participant's lifetime, the Options shall be
                  exercisable only by the Participant, or in the event of the
                  Participant's legal incapacity, the Participant's legal
                  guardian or representative.

            (H)   Miscellaneous

                  (1)   The Plan provides a complete description of the terms
                        and conditions governing all Awards granted thereunder.
                        This Award Agreement and the rights of the Participant
                        hereunder are subject to the terms and conditions of the
                        Plan, as amended from time to time, and to such rules
                        and regulations as the Committee may adopt under the
                        Plan. If there is any inconsistency between the terms of
                        this Award Agreement and the terms of the Plan, the
                        Plan's terms shall completely supersede and replace the
                        conflicting terms of this Award Agreement.

                  (2)   The Committee shall have the right to impose such
                        restrictions on any Shares acquired pursuant to the
                        exercise of the Option as it deems necessary or
                        advisable under applicable federal securities laws, the
                        rules and regulations of any stock exchange or market
                        upon which such Shares are then listed or traded, and/or
                        any blue sky or state securities laws applicable to such
                        Shares. It is expressly understood that the Committee is
                        authorized to administer, construe, and make all
                        determinations necessary or appropriate to the
                        administration of the Plan and this Award Agreement, all
                        of which shall be binding upon the Participant.

                  (3)   The Committee may terminate, amend, or modify the Plan
                        and/or this Award Agreement at any time; provided,
                        however, that no such termination, amendment, or
                        modification may adversely affect, in any material
                        respect, the Participant's rights under this Award
                        Agreement, without the written consent of the
                        Participant.

                  (4)   As the Option Price is equal to the Fair Market Value of
                        a Share, the Options are intended to be exempt from
                        Section 409A of the Code and the regulations and
                        guidance promulgated thereunder ("Section 409A").
                        Notwithstanding the foregoing or any provision of the
                        Plan or this Award Agreement, if any provision of this
                        Award Agreement or the Plan contravenes Section 409A or
                        could cause the Participant to incur any tax, interest
                        or penalties under Section 409A, the Committee may, in
                        its sole discretion and without the Participant's
                        consent, modify such provision to (i) comply with, or
                        avoid being subject to, Section 409A, (ii) to avoid the
                        incurrence of taxes, interest and penalties under
                        Section 409A, and/or (iii) to maintain, to the maximum
                        extent practicable, the original intent and economic
                        benefit to the Participant of the applicable provision
                        without materially increasing the cost to the Company or
                        contravening the provisions of Section 409A. This
                        Section H(4) does not create an obligation on the part
                        of the Company to modify the Plan or this Award
                        Agreement and does not guarantee that the Options will
                        not be subject to interest and penalties under Section
                        409A.

                  (5)   Delivery of the Shares underlying the Options upon
                        exercise will be subject to the


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                        Participant satisfying all applicable federal, state,
                        local and foreign tax obligations (including the
                        Participant's FICA obligation). The Company shall have
                        the power and the right to deduct or withhold from all
                        amounts payable to the Participant in connection with
                        the Options, or require the Participant to remit to the
                        Company, an amount sufficient to satisfy any applicable
                        taxes required by law.

                  (6)   This Award Agreement shall be subject to all applicable
                        laws, rules, and regulations, and to such approvals by
                        any governmental agencies or national securities
                        exchanges as may be required, or as the Committee
                        determines are advisable. The Participant agrees to take
                        all steps the Company determines are necessary to comply
                        with all applicable provisions of federal and state
                        securities law in exercising his or her rights under
                        this Award Agreement.

                  (7)   All obligations of the Company under the Plan and this
                        Award Agreement, with respect to the Awards, shall be
                        binding on any successor to the Company, whether the
                        existence of such successor is the result of a direct or
                        indirect purchase, merger, consolidation, or otherwise,
                        of all or substantially all of the business and/or
                        assets of the Company.

                  (8)   To the extent not preempted by federal law, this Award
                        Agreement shall be governed by, and construed in
                        accordance with, the laws of the State of New Jersey.

            (I)   Acceptance of Award. Acceptance of this Award requires no
                  action on the part of the Participant and the Participant will
                  be deemed to have agreed to all terms and conditions hereof.
                  If the Participant, however, desires to refuse the Award, the
                  Participant must notify the Company in writing. Such
                  notification should be sent to CIT Group Inc., Human Resources
                  Department, 1 CIT Drive, Livingston, New Jersey 07039 no later
                  than thirty (30) days after receipt of this Award Agreement.


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                  IN WITNESS WHEREOF, this Award Agreement has been executed by
                  the Company by one of its duly authorized officers as of the
                  Date of Award.

                        CIT Group Inc.

                        By
                          ---------------------------
                          Name:
                          Title: