Exhibit 10.3

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

"Participant":

"Date of Award":

      This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Restricted Stock Units ("RSUs") 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 23,
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 RSUs. The Company hereby grants to the Participant
                  [NUMBER] RSUs, subject to the terms and conditions of the Plan
                  and this Award Agreement. Each RSU represents the unsecured
                  right to receive one Share in the future. The Participant
                  shall not be required to pay any additional consideration for
                  the issuance of the Shares upon settlement of the RSUs.

            (B)   Vesting and Settlement of RSUs.

                  (1)   Subject to the Participant's continued employment, one
                        third (1/3) of the RSUs shall vest on each of (a) the
                        31st day following the first anniversary of the Date of
                        Award and (b) the second and third anniversaries of the
                        Date of Award (each, a "Vesting Date"). Any fractional
                        RSUs resulting from the application of the vesting
                        schedule shall be aggregated and the RSUs resulting from
                        such aggregation shall vest on the third anniversary of
                        the Grant Date.

                  (2)   Each vested RSU shall be settled through the delivery of
                        one Share on the last business day of the month in which
                        the applicable Vesting Date occurs (or as soon as
                        administratively practicable thereafter (each a
                        "Settlement Date")).

                  (3)   The Shares delivered to the Participant on the
                        Settlement Date shall not be subject to transfer
                        restrictions and shall be fully paid, non-assessible and
                        registered in the Participant's name.

                  (4)   A Participant may elect to defer the delivery of Shares
                        upon settlement as provided in Section F of this Award
                        Agreement.

                  (5)   If, prior to a Settlement Date, dividends with respect
                        to Shares are declared or paid by the Company, the
                        Participant shall be entitled to receive dividend
                        equivalents in an amount equal to the cumulative
                        dividends declared or paid on a Share multiplied by the
                        number of RSUs; provided, however, that such dividend
                        equivalents shall be subject to the same restrictions
                        that apply to


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                        dividends payable with respect to Restricted Stock
                        granted by the Company. The dividend equivalents shall
                        be paid in cash or Shares, as applicable, on the
                        applicable Settlement Date for the underlying RSUs. If
                        the Participant's employment terminates prior to the
                        Settlement Date for any reason set forth in Section C(1)
                        of this Award Agreement, or if a Change of Control
                        occurs, the Participant shall be entitled to receive all
                        accrued and unpaid dividend equivalents at the time the
                        RSUs are settled in accordance with Sections C(1) or D,
                        as applicable.

            (C)   Termination of Employment.

                  (1)   If, prior to the Settlement Date, the Participant's
                        employment with the Company and its Affiliates (the
                        "Company Group") terminates (a) due to the Participant's
                        death, Disability or Retirement or (b) for "Good Reason"
                        or without "Cause" (each as defined in the applicable
                        Employment Agreement between the Company and the
                        Participant (the "Employment Agreement")), the RSUs
                        shall vest immediately and shall settle, in accordance
                        with Section B, on the last business day of the month in
                        which the termination occurs (or as soon as
                        administratively practicable thereafter). "Retirement"
                        is defined as either (a) 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
                        (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
                        meaning as defined in the Retirement Plan.

                  (2)   If, prior a Vesting Date, the Participant's employment
                        with the Company Group terminates for any reason other
                        than as set forth in Section C(1), the unvested RSUs
                        shall be cancelled immediately and the Participant shall
                        immediately forfeit any rights to, and shall not be
                        entitled to receive any payments with respect to, the
                        RSUs.

            (D)   Change of Control. Notwithstanding any provision contained in
                  the Plan or this Award Agreement to the contrary, if, prior to
                  a Settlement Date, a Change of Control occurs, the RSUs shall
                  vest and settle immediately upon the effective date of the
                  Change of Control.

            (E)   Transferability. RSUs may not be sold, transferred, pledged,
                  assigned, or otherwise alienated or hypothecated, other than
                  by will or the laws of descent and distribution. Further, a
                  Participant's rights under the Plan and this Award Agreement
                  shall be exercisable during the Participant's lifetime only by
                  the Participant, or in the event of the Participant's legal
                  incapacity, the Participant's legal guardian or
                  representative.

            (F)   Deferral Election.

                  (1)   Deferral Elections. The following rules shall apply to
                        any deferral elections made by the Participant:

                        a.    Effective as of the Settlement Date, the
                              Participant may elect to defer, the Shares and
                              dividend equivalents he would otherwise receive
                              pursuant to Section B of this Award Agreement by
                              completing and submitting an irrevocable deferral
                              election form (in a form provided by the Company)
                              no later than February 16, 2006. For purposes of
                              deferral, cash dividends shall be converted into
                              Shares on the applicable Settlement Date based on
                              the Fair Market Value of the



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                              Shares on such date.

                        b.    Distributions Pursuant to Deferral Elections. Any
                              Shares (including any credits corresponding to
                              dividends pursuant to Section (F)(5)) deferred
                              under this Award Agreement shall be distributed in
                              a single lump-sum distribution on the last
                              business day of the month following the month in
                              which the earliest of the following events occurs
                              (or as soon as administratively practicable
                              thereafter):

                              (i)   the Participant's "Separation from Service"
                                    (as defined under Section 409A of the Code
                                    and the regulations and guidance promulgated
                                    thereunder ("Section 409A");

                              (ii)  the Participant's Disability (as defined
                                    under Section 409A) in accordance with
                                    Section F(2) below; or

                              (iii) the Participant's death.

                  (2)   Disability. At the time that a Participant elects to
                        defer the receipt of Shares pursuant to Section F(1)
                        above, the Participant shall make an election with
                        respect to the treatment of the deferred Shares in the
                        event of his Disability (as defined in Section 409A).
                        The Participant may elect (a) to receive distribution of
                        the deferred Shares in the event of his Disability, or
                        (b) notwithstanding his Disability, to receive
                        distribution of the deferred Shares or cash upon the
                        occurrence of an event set forth in Subsections
                        F(1)(b)(i) or (iii) above.

                  (3)   Notwithstanding anything to the contrary in this Award
                        Agreement or the Plan, to the extent that the
                        Participant is a "Specified Employee" for purposes of
                        Section 409A, as determined by the Committee in
                        accordance with the procedures it adopts from time to
                        time in its sole discretion, no payment or distribution
                        of any amounts under this Section F may be made before
                        the first business day following the six (6) month
                        anniversary from the Participant's Separation from
                        Service or, if earlier, the date of the Participant's
                        death.

                  (4)   Unforeseeable Emergency. The Committee may, in its sole
                        and absolute discretion and subject to the requirements
                        and restrictions under Section 409A, make a partial or
                        total distribution of the Shares deferred by a
                        Participant upon the Participant's request and a
                        demonstration by the Participant of an "Unforeseeable
                        Emergency" (as defined in Section 409A).

                  (5)   Dividends. During the period of deferral, the
                        Participant's deferral account shall be credited with
                        regular cash dividends paid with respect to the deferred
                        Shares. All Share dividends shall be deemed invested in
                        Shares and all cash dividends shall be deemed reinvested
                        in Shares based on the Fair Market Value of the Shares
                        on the date the dividend is paid (rounded down to the
                        nearest whole share).

                  (6)   Change of Control. Notwithstanding anything to the
                        contrary in the Plan or Award Agreement, no provision of
                        this Section F may be amended or modified during the two
                        (2) year period following a Change of Control.

                  (7)   Terms and Conditions of Deferrals. The deferrals made
                        pursuant to this Section F shall be subject to such
                        other terms and conditions determined by the Committee
                        and set forth in a deferral election form and related
                        documents.



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            (G)   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 the same may be amended from time to time, as
                        well as to such rules and regulations as the Committee
                        may adopt for administration of 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 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 RSUs 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 and/or traded, and/or under 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 administer 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)   Payments contemplated with respect to the RSUs (other
                        than pursuant to Section F) are intended to comply with
                        the short-term deferral exemption under Section 409A.
                        Notwithstanding the foregoing, if the Company determines
                        that such exemption is not applicable to the RSUs, or
                        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, or to avoid the incurrence of any taxes, interest
                        and penalties under Section 409A, and (ii) 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 G(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 RSUs will not
                        be subject to interest and penalties under Section 409A.

                  (5)   Delivery of the Shares underlying the RSUs upon
                        settlement is subject to the Participant satisfying all
                        applicable federal, state, local and foreign taxes
                        (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
                        pursuant to the RSUs, 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 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 rights under this Award
                        Agreement.



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                  (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.

            (H)   Refusal of Award. If the Participant desires to refuse the
                  Award, the Participant must notify the Company in writing.
                  Such notification should be sent to CIT Group Inc., Human
                  Resources thirty (30) days after receipt of this Award
                  Agreement.

            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:


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