Exhibit 10.23

CIT Group Inc.
Long-Term Incentive Plan
RSU 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 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 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 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 with
                        the Company and its Subsidiaries (the "Company Group"),
                        one hundred percent (100%) of the RSUs shall vest in
                        full on the third anniversary of the Date of Award (the
                        "Vesting 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 Vesting Date occurs (or as soon as administratively
                        practicable thereafter, but in no event later than Mach
                        15th of the calendar year immediately following the
                        calendar year in which the vesting date occurs (the
                        "Settlement Date")).

                  (3)   The Shares delivered to the Participant on the
                        Settlement Date (or such earlier date determined in
                        accordance with section (C) shall not be subject to
                        transfer restrictions and shall be fully paid,
                        non-assessable and registered in the Participant's name.

                  (4)   If, after the Date of Award and prior to the Settlement
                        Date, dividends with respect to Shares are declared or
                        paid by the Company, the Participant shall be entitled
                        to receive dividend

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                        equivalents in an amount equal to the cumulative
                        dividends declared or paid on a Share during such period
                        multiplied by the number of RSUs. The dividend
                        equivalents shall be paid in cash or Shares, as
                        applicable, on the Settlement Date. If the Participant's
                        employment with the Company Group 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. If the Participant's employment
                        terminates prior to the Settlement Date for any reason
                        set forth in Section C(2), any accrued and unpaid
                        dividend equivalents shall be forfeited.

            (C)   Termination of Employment.

                  (1)   If, after the Date of Award and prior to the Settlement
                        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), the RSUs shall vest immediately and
                        shall settle through the delivery of one Share, on the
                        date of termination of employment (or as soon as
                        administratively practicable thereafter); provided,
                        however, in no event shall settlement occur later than
                        March 15th of the calendar year immediately following
                        the calendar year in which the Participant's termination
                        of employment occurs. "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 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.


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                  (2)   If, prior to the 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 including, without limitation,
                        dividend equivalents pursuant to Section B(4).

            (D)   Change of Control. Notwithstanding any provision contained in
                  the Plan or this Award Agreement to the contrary, if, prior to
                  the 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 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, a Participant's rights
                  under the Plan 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)   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 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 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


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                        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)   Payments contemplated with respect to the RSUs are
                        intended to comply with the short-term deferral
                        exemption under Section 409A of the Internal Revenue
                        Code of 1986, as amended, and the regulations and
                        guidance promulgated thereunder ("Section 409A").
                        Notwithstanding the forgoing of any provisions of the
                        Plan or this Award Agreement, 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/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 F(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 taxes, 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 (i) deduct
                        or withhold from all amounts payable to the Participant
                        pursuant to the RSUs 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 settlement of the RSUs.

                  (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 or her 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 Delaware.

            (G)   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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            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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