Exhibit 10.21

                                      For Participants with Employment Contracts

CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock Award Agreement

"Participant":

"Date of Award":  [____________], 2007

      This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of shares of Restricted Common Stock ("Restricted Shares")
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
Incentive Plan, as amended (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 Restricted Shares. The Company hereby grants to the
                  Participant [______] Restricted Shares, subject to the terms
                  and conditions of the Plan and this Award Agreement. The
                  Restricted Shares are subject to the transfer restrictions set
                  forth in Section E and the cancellation provisions set forth
                  in Section C.

            (B)   Vesting of Restricted Shares.

                  (1)   Subject to the Participant's continued employment with
                        the Company and its Subsidiaries (the "Company Group"),
                        one third (1/3) of the Restricted Shares shall vest on
                        each of the first, second and third anniversaries of the
                        Date of Award (each, a "Vesting Date"). Any fractional
                        Restricted Shares resulting from the application of the
                        vesting schedule shall be aggregated and the Restricted
                        Shares resulting from such aggregation shall vest on the
                        third anniversary of the Date of Award.

                  (2)   Upon vesting, the Restricted Shares shall no longer be
                        subject to the transfer restrictions pursuant to Section
                        E or cancellation pursuant to Section C.

            (C)   Termination of Employment.

                  (1)   If, after the Date of Award and prior to a Vesting Date,
                        (i) the Participant's employment with the Company Group
                        due to the Participant's death, "Disability,"
                        "Retirement," (ii) the Participant resigns for "Good
                        Reason" or (iii) the Participant is terminated without
                        "Cause" (each as defined in the applicable Employment


<PAGE>

                        Agreement between the Company and the Participant in
                        effect on the Date of the Award), all of the unvested
                        Restricted Shares shall vest immediately.

                  (2)   If, prior to 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 Restricted Shares shall be cancelled
                        immediately and the Participant shall immediately
                        forfeit any rights to the Restricted Shares.

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

            (E)   Transferability. The Restricted Shares are not transferable
                  other than by last will and testament, by the laws of descent
                  and distribution pursuant to a domestic relations order, or as
                  otherwise permitted under Section 12 of the Plan. Further,
                  except as set forth in Section 12(b) of the Plan, 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.

            (F)   Rights as a Stockholder. The Participant shall have, with
                  respect to the Restricted Shares, all the rights of a
                  stockholder of the Company, including, if applicable, the
                  right to vote the Restricted Shares and to receive any
                  dividends, subject to the restrictions set forth in the Plan
                  and this Award Agreement.

            (G)   Dividends and Distributions. Any Shares or other securities of
                  the Company received by the Participant as a result of a
                  distribution to holders of Restricted Shares or as a dividend
                  on the Restricted Shares shall be subject to the same
                  restrictions as the related Restricted Shares, and all
                  references to Restricted Shares hereunder shall be deemed to
                  include such Shares or other securities.

            (H)   Share Certificates. The certificate representing the Shares
                  covered by the Restricted Shares shall be held in custody by
                  the Company until the restrictions thereon shall have lapsed.
                  As a condition of the award of Restricted Shares, the
                  Participant shall deliver to the Company a stock power,
                  endorsed in blank, relating to such Shares. The Committee may
                  cause a legend or legends to be put on the certificate to make
                  appropriate reference to such restrictions as the Committee
                  may deem advisable under the Plan or as may be required by the
                  rules, regulations, and other requirements of the Securities
                  and Exchange Commission, any exchange that lists the Shares,
                  and any applicable federal or state laws.

            (I)   Miscellaneous.


                                       2
<PAGE>

                  (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 for the
                        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 the Restricted Shares 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 Board may, at any time, or from time to time,
                        terminate, amend, modify or suspend the Plan, and the
                        Board or the Committee may amend or modify this Award
                        Agreement at any time; provided, however, that no
                        termination, amendment, modification or suspension shall
                        materially and adversely alter or impair the rights of
                        the Participant under this Award Agreement, without the
                        Participant's written consent.

                  (4)   Shares of Restricted Stock are not subject to Section
                        409A of the Internal Revenue Code of 1986, as amended
                        ("Section 409A"). Notwithstanding the forgoing 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, or to avoid the incurrence of any taxes, interest
                        and penalties under Section 409A, and/or (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 I(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
                        Restricted Shares will not be subject to taxes, interest
                        and penalties under Section 409A.


                                       3
<PAGE>

                  (5)   Vesting of the Restricted Shares shall be 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 (i) deduct or withhold from all amounts
                        payable to the Participant in connection with the
                        Restricted Shares or otherwise, or (ii) require the
                        Participant to remit to the Company, an amount
                        sufficient to satisfy any applicable taxes required by
                        law. Further, the Company may permit or require the
                        Participant to satisfy, in whole or in part, the tax
                        obligations by withholding Shares that would otherwise
                        be received upon vesting of the Restricted Shares.

                  (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.

                  (7)   All obligations of the Company under the Plan and this
                        Award Agreement, with respect to the Restricted Shares,
                        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 Delaware.

            (J)   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 Department, 1 CIT Drive, Livingston, New Jersey
                  07039, no later than thirty (30) days after receipt of this
                  Award Agreement.


                                       4
<PAGE>

            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.

                  _________________________


                                       5
<PAGE>

                                                            For ESP Participants

CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock Award Agreement

"Participant":

"Date of Award":  [____________], 2007

      This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of shares of Restricted Common Stock ("Restricted Shares")
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
Incentive Plan, as amended (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 Restricted Shares. The Company hereby grants to the
                  Participant [______] Restricted Shares, subject to the terms
                  and conditions of the Plan and this Award Agreement. The
                  Restricted Shares are subject to the transfer restrictions set
                  forth in Section E and the cancellation provisions set forth
                  in Section C.

            (B)   Vesting of Restricted Shares.

                  (1)   Subject to the Participant's continued employment with
                        the Company and its Subsidiaries (the "Company Group"),
                        one third (1/3) of the Restricted Shares shall vest on
                        each of the first, second and third anniversaries of the
                        Date of Award (each, a "Vesting Date"). Any fractional
                        Restricted Shares resulting from the application of the
                        vesting schedule shall be aggregated and the Restricted
                        Shares resulting from such aggregation shall vest on the
                        third anniversary of the Date of Award.

                  (2)   Upon vesting, the Restricted Shares shall no longer be
                        subject to the transfer restrictions pursuant to Section
                        E or cancellation pursuant to Section C.

            (C)   Termination of Employment.

                  (1)   If, after the Date of Award and prior to a Vesting Date,
                        the Participant's employment with the Company Group
                        terminates due to the Participant's death, Disability,
                        Retirement or RIF Termination (each, as defined below),
                        or for "Good Reason" or "Without Cause" (each as defined
                        in the Company's Employee

<PAGE>

                        Severance Plan, as amended as of March 1, 2004), all of
                        the unvested Restricted Shares shall vest immediately.
                        "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. For
                        purposes of this Award Agreement, (i) a "RIF
                        Termination" shall mean the termination of a
                        Participant's employment by the Company 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, and (ii)
                        "Disability" shall have the meaning ascribed thereto
                        under the Company's long-term disability plan or policy
                        applicable to the Participant, as in effect from time to
                        time, or, in the event the Company has no long-term
                        disability plan or policy, "Disability" shall have the
                        same meaning as defined in the Company's applicable
                        long-term disability plan or policy last in effect prior
                        to the first date a Participant suffers from such
                        Disability.

                  (2)   If, prior to 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 Restricted Shares shall be cancelled
                        immediately and the Participant shall immediately
                        forfeit any rights to the Restricted Shares.

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

            (E)   Transferability. The Restricted Shares are not transferable
                  other than by last will and testament, by the laws of descent
                  and distribution pursuant to a domestic relations order, or as
                  otherwise permitted under Section 12 of the Plan. Further,
                  except as set forth in Section 12(b) of the Plan, 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.

            (F)   Rights as a Stockholder. The Participant shall have, with
                  respect to the Restricted Shares, all the rights of a
                  stockholder of the Company, including, if applicable, the
                  right to vote the Restricted Shares and to


                                       2
<PAGE>

                  receive any dividends, subject to the restrictions set forth
                  in the Plan and this Award Agreement.

            (G)   Dividends and Distributions. Any Shares or other securities of
                  the Company received by the Participant as a result of a
                  distribution to holders of Restricted Shares or as a dividend
                  on the Restricted Shares shall be subject to the same
                  restrictions as the related Restricted Shares, and all
                  references to Restricted Shares hereunder shall be deemed to
                  include such Shares or other securities.

            (H)   Share Certificates. The certificate representing the Shares
                  covered by the Restricted Shares shall be held in custody by
                  the Company until the restrictions thereon shall have lapsed.
                  As a condition of the award of Restricted Shares, the
                  Participant shall deliver to the Company a stock power,
                  endorsed in blank, relating to such Shares. The Committee may
                  cause a legend or legends to be put on the certificate to make
                  appropriate reference to such restrictions as the Committee
                  may deem advisable under the Plan or as may be required by the
                  rules, regulations, and other requirements of the Securities
                  and Exchange Commission, any exchange that lists the Shares,
                  and any applicable federal or state laws.

            (I)   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 for the
                        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 the Restricted Shares 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 Board may, at any time, or from time to time,
                        terminate, amend, modify or suspend the Plan, and the
                        Board or the Committee may amend or modify this Award
                        Agreement at any time; provided, however, that no
                        termination, amendment,


                                       3
<PAGE>

                        modification or suspension shall materially and
                        adversely alter or impair the rights of the Participant
                        under this Award Agreement, without the Participant's
                        written consent.

                  (4)   Shares of Restricted Stock are not subject to Section
                        409A of the Internal Revenue Code of 1986, as amended
                        ("Section 409A"). Notwithstanding the forgoing 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, or to avoid the incurrence of any taxes, interest
                        and penalties under Section 409A, and/or (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 I(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
                        Restricted Shares will not be subject to taxes, interest
                        and penalties under Section 409A.

                  (5)   Vesting of the Restricted Shares shall be 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 (i) deduct or withhold from all amounts
                        payable to the Participant in connection with the
                        Restricted Shares or otherwise, or (ii) require the
                        Participant to remit to the Company, an amount
                        sufficient to satisfy any applicable taxes required by
                        law. Further, the Company may permit or require the
                        Participant to satisfy, in whole or in part, the tax
                        obligations by withholding Shares that would otherwise
                        be received upon vesting of the Restricted Shares.

                  (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.

                  (7)   All obligations of the Company under the Plan and this
                        Award Agreement, with respect to the Restricted Shares,
                        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,


                                       4
<PAGE>

                        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 Delaware.

            (J)   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 Department, 1 CIT Drive, Livingston, New Jersey
                  07039, no later than thirty (30) days after receipt of this
                  Award Agreement.


                                       5
<PAGE>

            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.

                  _________________________


                                       6
<PAGE>

                                   For Participants Without Employment Contracts

CIT Group Inc.
Long-Term Incentive Plan
Restricted Stock Award Agreement

"Participant":

"Date of Award":  [____________], 2007

      This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of shares of Restricted Common Stock ("Restricted Shares")
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
Incentive Plan, as amended (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 Restricted Shares. The Company hereby grants to the
                  Participant [______] Restricted Shares, subject to the terms
                  and conditions of the Plan and this Award Agreement. The
                  Restricted Shares are subject to the transfer restrictions set
                  forth in Section E and the cancellation provisions set forth
                  in Section C.

            (B)   Vesting of Restricted Shares.

                  (1)   Subject to the Participant's continued employment with
                        the Company and its Subsidiaries (the "Company Group"),
                        one third (1/3) of the Restricted Shares shall vest on
                        each of the first, second and third anniversaries of the
                        Date of Award (each, a "Vesting Date"). Any fractional
                        Restricted Shares resulting from the application of the
                        vesting schedule shall be aggregated and the Restricted
                        Shares resulting from such aggregation shall vest on the
                        third anniversary of the Date of Award.

                  (2)   Upon vesting, the Restricted Shares shall no longer be
                        subject to the transfer restrictions pursuant to Section
                        E or cancellation pursuant to Section C.

            (C)   Termination of Employment.

                  (1)   If, after the Date of Award and prior to a Vesting Date,
                        the Participant's employment with the Company Group
                        terminates due to the Participant's death, Disability or
                        Retirement or a RIF Termination (each, as defined
                        below), all of the unvested Restricted Shares shall vest
                        immediately. "Retirement" is defined


<PAGE>

                        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. For purposes
                        of this Award Agreement, (i) a "RIF Termination" shall
                        mean the termination of a Participant's employment by
                        the Company 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, and (ii) "Disability" shall
                        have the meaning ascribed thereto under the Company's
                        long-term disability plan or policy applicable to the
                        Participant, as in effect from time to time, or, in the
                        event the Company has no long-term disability plan or
                        policy, "Disability" shall have the same meaning as
                        defined in the Company's applicable long-term disability
                        plan or policy last in effect prior to the first date a
                        Participant suffers from such Disability.

                  (2)   If, prior to 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 Restricted Shares shall be cancelled
                        immediately and the Participant shall immediately
                        forfeit any rights to the Restricted Shares.

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

            (E)   Transferability. The Restricted Shares are not transferable
                  other than by last will and testament, by the laws of descent
                  and distribution pursuant to a domestic relations order, or as
                  otherwise permitted under Section 12 of the Plan. Further,
                  except as set forth in Section 12(b) of the Plan, 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.

            (F)   Rights as a Stockholder. The Participant shall have, with
                  respect to the Restricted Shares, all the rights of a
                  stockholder of the Company, including, if applicable, the
                  right to vote the Restricted Shares and to receive any
                  dividends, subject to the restrictions set forth in the Plan
                  and this Award Agreement.


                                       2
<PAGE>

            (G)   Dividends and Distributions. Any Shares or other securities of
                  the Company received by the Participant as a result of a
                  distribution to holders of Restricted Shares or as a dividend
                  on the Restricted Shares shall be subject to the same
                  restrictions as the related Restricted Shares, and all
                  references to Restricted Shares hereunder shall be deemed to
                  include such Shares or other securities.

            (H)   Share Certificates. The certificate representing the Shares
                  covered by the Restricted Shares shall be held in custody by
                  the Company until the restrictions thereon shall have lapsed.
                  As a condition of the award of Restricted Shares, the
                  Participant shall deliver to the Company a stock power,
                  endorsed in blank, relating to such Shares. The Committee may
                  cause a legend or legends to be put on the certificate to make
                  appropriate reference to such restrictions as the Committee
                  may deem advisable under the Plan or as may be required by the
                  rules, regulations, and other requirements of the Securities
                  and Exchange Commission, any exchange that lists the Shares,
                  and any applicable federal or state laws.

            (I)   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 for the
                        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 the Restricted Shares 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 Board may, at any time, or from time to time,
                        terminate, amend, modify or suspend the Plan, and the
                        Board or the Committee may amend or modify this Award
                        Agreement at any time; provided, however, that no
                        termination, amendment, modification or suspension shall
                        materially and adversely alter or impair the rights of
                        the Participant under this Award Agreement, without the
                        Participant's written consent.


                                       3
<PAGE>

                  (4)   Shares of Restricted Stock are not subject to Section
                        409A of the Internal Revenue Code of 1986, as amended
                        ("Section 409A"). Notwithstanding the forgoing 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, or to avoid the incurrence of any taxes, interest
                        and penalties under Section 409A, and/or (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 I(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
                        Restricted Shares will not be subject to taxes, interest
                        and penalties under Section 409A.

                  (5)   Vesting of the Restricted Shares shall be 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 (i) deduct or withhold from all amounts
                        payable to the Participant in connection with the
                        Restricted Shares or otherwise, or (ii) require the
                        Participant to remit to the Company, an amount
                        sufficient to satisfy any applicable taxes required by
                        law. Further, the Company may permit or require the
                        Participant to satisfy, in whole or in part, the tax
                        obligations by withholding Shares that would otherwise
                        be received upon vesting of the Restricted Shares.

                  (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.

                  (7)   All obligations of the Company under the Plan and this
                        Award Agreement, with respect to the Restricted Shares,
                        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.


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<PAGE>

                  (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 Delaware.

            (J)   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 Department, 1 CIT Drive, Livingston, New Jersey
                  07039, no later than thirty (30) days after receipt of this
                  Award Agreement.


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<PAGE>

            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.

                  _________________________


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