Exhibit 10.22

                                          Participants with Employment Contracts

CIT Group Inc.
Long-Term Incentive Plan
Restricted Cash Unit 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 Cash Units ("RCUs") 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 RCUs. The Company hereby grants to the Participant
                  [NUMBER] RCUs, subject to the terms and conditions of the Plan
                  and this Award Agreement. Each RCU represents the unsecured
                  right to receive in the future a cash payment equal to the
                  Fair Market Value of one Share determined as of the Vesting
                  Date (as defined below) (the "Settlement Amount"). The
                  Participant shall not be required to pay any additional
                  consideration for the payment of the Settlement Amount upon
                  settlement of the RCUs.

            (B)   Vesting and Settlement of RCUs.

                  (1)   Subject to the Participant's continued employment with
                        the Company and its Subsidiaries (the "Company Group"),
                        one hundred percent (100%) of the RCUs shall vest in
                        full on the third anniversary of the Date of Award (the
                        "Vesting Date").

                  (2)   Each vested RCU shall be settled through a cash payment
                        equal to the Settlement Amount 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 March 15th of the calendar year
                        immediately following the calendar year in which the
                        Vesting Date occurs (the "Settlement Date")).

                  (3)   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 a cash bonus payment (the "Dividend Bonus")
                        in an amount equal to the cumulative dividends declared
                        or paid on a Share during such

<PAGE>

                        period multiplied by the number of RCUs. Any portion of
                        the Dividend Bonus payable pursuant to cumulative
                        dividends declared or paid as either a whole number or
                        fractional number of Shares (the "Stock Dividend") shall
                        be converted into a cash value by multiplying the Stock
                        Dividend by the Fair Market Value of one Share on the
                        applicable dividend payment date. The Dividend Bonus
                        shall be paid in cash on the Settlement Date for the
                        underlying RCUs. 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 the accrued and
                        unpaid portion of the Dividend Bonus at the time the
                        RCUs 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
                        portion of the Dividend Bonus shall be forfeited.

            (C)   Termination of Employment.

                  (1)   If, prior to the Settlement Date, (i) the Participant's
                        employment with the Company Group terminates due to the
                        Participant's death, "Disability," "Retirement," or (ii)
                        the Participant resigns for "Good Reason" or (iii) the
                        Participant is terminated without "Cause" (each as
                        defined in the applicable Employment Agreement between
                        the Company and the Participant in effect on the Date of
                        the Award), the RCUs 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); 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.

                  (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 RCUs 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 RCUs 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 RCUs
                  shall vest and settle immediately upon the effective date of
                  the Change of Control.


                                       2
<PAGE>

            (E)   Transferability. RCUs 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
                        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)   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)   Payments contemplated with respect to the RCUs are
                        intended to comply with the short-term deferral
                        exemption under Section 409A of the Code and the
                        regulations and guidance promulgated thereunder
                        ("Section 409A"). Notwithstanding the forgoing or any
                        provision of the Plan or this Award Agreement, if the
                        Company determines that such exemption is not applicable
                        to the RCUs, 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
                        taxes, interest and penalties under Section 409A, and/or
                        (ii) maintain, to the maximum extent practicable, the
                        original intent and economic benefit to the


                                       3
<PAGE>

                        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 RCUs will not
                        be subject to taxes, interest and penalties under
                        Section 409A.

                  (5)   Payment of the Settlement Amount and the Dividend Bonus
                        upon settlement of the RCUs 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 RCUs, or (ii)
                        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 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 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.

            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.


                                       4
<PAGE>

                  CIT Group Inc.

                  By: _______________________________
                      Name:
                      Title:


                                       5
<PAGE>




                                                                 ESP Participant

CIT Group Inc.
Long-Term Incentive Plan
Restricted Cash Unit 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 Cash Units ("RCUs") 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 RCUs. The Company hereby grants to the Participant
                  [NUMBER] RCUs, subject to the terms and conditions of the Plan
                  and this Award Agreement. Each RCU represents the unsecured
                  right to receive in the future a cash payment equal to the
                  Fair Market Value of one Share determined as of the Vesting
                  Date (as defined below) (the "Settlement Amount"). The
                  Participant shall not be required to pay any additional
                  consideration for the payment of the Settlement Amount upon
                  settlement of the RCUs.

            (B)   Vesting and Settlement of RCUs.

                  (1)   Subject to the Participant's continued employment with
                        the Company and its Subsidiaries (the "Company Group"),
                        one hundred percent (100%) of the RCUs shall vest in
                        full on the third anniversary of the Date of Award (the
                        "Vesting Date").

                  (2)   Each vested RCU shall be settled through a cash payment
                        equal to the Settlement Amount 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 March 15th of the calendar year
                        immediately following the calendar year in which the
                        Vesting Date occurs (the "Settlement Date")).

                  (3)   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 a cash bonus payment (the "Dividend Bonus")
                        in an amount equal to the cumulative dividends declared
                        or paid on a Share during such

<PAGE>

                        period multiplied by the number of RCUs. Any portion of
                        the Dividend Bonus payable pursuant to cumulative
                        dividends declared or paid as either a whole number or
                        fractional number of Shares (the "Stock Dividend") shall
                        be converted into a cash value by multiplying the Stock
                        Dividend by the Fair Market Value of one Share on the
                        applicable dividend payment date. The Dividend Bonus
                        shall be paid in cash on the Settlement Date for the
                        underlying RCUs. 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 the accrued and
                        unpaid portion of the Dividend Bonus at the time the
                        RCUs 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
                        portion of the Dividend Bonus shall be forfeited.

            (C)   Termination of Employment.

                  (1)   If, prior to the Settlement Date, (i) the Participant's
                        employment with the Company Group terminates due to the
                        Participant's death, Disability, Retirement or a RIF
                        Termination (each, as defined below) or (ii) the
                        Participant resigns for "Good Reason" or (iii) the
                        Participant is terminated without "Cause" (each as
                        defined in the Company's Employee Severance Plan, as
                        amended), the RCUs 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); 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


                                       2
<PAGE>

                        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 RCUs 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 RCUs 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 RCUs
                  shall vest and settle immediately upon the effective date of
                  the Change of Control.

            (E)   Transferability. RCUs 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
                        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)   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


                                       3
<PAGE>

                        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)   Payments contemplated with respect to the RCUs are
                        intended to comply with the short-term deferral
                        exemption under Section 409A of the Code and the
                        regulations and guidance promulgated thereunder
                        ("Section 409A"). Notwithstanding the forgoing of any
                        provision of the Plan or this Award Agreement, if the
                        Company determines that such exemption is not applicable
                        to the RCUs, 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
                        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 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 RCUs will not be subject to taxes,
                        interest and penalties under Section 409A.

                  (5)   Payment of the Settlement Amount and the Dividend Bonus
                        upon settlement of the RCUs 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 RCUs, or (ii)
                        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 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


                                       4
<PAGE>

                        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.

            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:


                                       5
<PAGE>

CIT Group Inc.
Long-Term Incentive Plan
Restricted Cash Unit 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 Cash Units ("RCUs") 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 RCUs. The Company hereby grants to the Participant
                  [NUMBER] RCUs, subject to the terms and conditions of the Plan
                  and this Award Agreement. Each RCU represents the unsecured
                  right to receive in the future a cash payment equal to the
                  Fair Market Value of one Share determined as of the Vesting
                  Date (as defined below) (the "Settlement Amount"). The
                  Participant shall not be required to pay any additional
                  consideration for the payment of the Settlement Amount upon
                  settlement of the RCUs.

            (B)   Vesting and Settlement of RCUs.

                  (1)   Subject to the Participant's continued employment with
                        the Company and its Subsidiaries (the "Company Group"),
                        one hundred percent (100%) of the RCUs shall vest in
                        full on the third anniversary of the Date of Award (the
                        "Vesting Date").

                  (2)   Each vested RCU shall be settled through a cash payment
                        equal to the Settlement Amount 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 March 15th of the calendar year
                        immediately following the calendar year in which the
                        Vesting Date occurs (the "Settlement Date")).

                  (3)   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 a cash bonus payment (the "Dividend Bonus")
                        in an amount equal to the cumulative dividends declared
                        or paid on a Share during such

<PAGE>

                        period multiplied by the number of RCUs. Any portion of
                        the Dividend Bonus payable pursuant to cumulative
                        dividends declared or paid as either a whole number or
                        fractional number of Shares (the "Stock Dividend") shall
                        be converted into a cash value by multiplying the Stock
                        Dividend by the Fair Market Value of one Share on the
                        applicable dividend payment date. The Dividend Bonus
                        shall be paid in cash on the Settlement Date for the
                        underlying RCUs. 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 the accrued and
                        unpaid portion of the Dividend Bonus at the time the
                        RCUs 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
                        portion of the Dividend Bonus 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 RCUs 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); 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"


                                       2
<PAGE>

                        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 RCUs 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 RCUs 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 RCUs
                  shall vest and settle immediately upon the effective date of
                  the Change of Control.

            (E)   Transferability. RCUs 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
                        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)   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


                                       3
<PAGE>

                        impair the rights of the Participant under this Award
                        Agreement, without the Participant's written consent.

                  (4)   Payments contemplated with respect to the RCUs 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 or any provision of the
                        Plan or this Award Agreement, if the Company determines
                        that such exemption is not applicable to the RCUs, 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 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 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 RCUs will not
                        be subject to taxes, interest and penalties under
                        Section 409A.

                  (5)   Payment of the Settlement Amount and the Dividend Bonus
                        upon settlement of the RCUs 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 RCUs, or (ii)
                        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 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,


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<PAGE>

                        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.

            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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