Exhibit 10.19

                                         Option Agreement - Employment Agreement

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

"Participant":

"Date of Award":  ______________, 2007

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

      The parties hereto agree as follows:

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

                  (1)   Number of Shares Covered by these Options: [ ] Shares

                  (2)   "Option Price": $______.

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

            (B)   Vesting and Exercise of Options.

                  (1)   Subject to Section E of this Award Agreement, Options do
                        not provide the Participant with any rights or interests
                        therein until they vest and become exercisable in
                        accordance with the following or as otherwise set forth
                        in the applicable Employment Agreement between the
                        Company and the Participant in effect on the Date of the
                        Award (the "Employment Agreement"):

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

<PAGE>

                        (b)   Any Options not previously vested in accordance
                              with Section (B)(1)(a) shall vest and become
                              exercisable as of the date of the Participant's
                              termination of employment due to death or
                              "Disability," by the Participant for "Good
                              Reason," or due to a termination by the Company
                              without "Cause" (each as defined in the Employment
                              Agreement).

                        (c)   In the event of a Participant's "Retirement," as
                              defined below, all Options not previously vested
                              pursuant to Section (B)(1)(a) shall continue to
                              vest and become exercisable in accordance with
                              Section (B)(1)(a). "Retirement" means either (i) a
                              Participant's election to retire upon attaining
                              his or her "Normal Retirement Age"; or (ii) a
                              Participant's election to retire upon (A)
                              completing at least a 10-year "Period of Benefit
                              Service" and (B) having either (1) attained age
                              55, or (2) incurred an "Eligible Termination" and,
                              at the time of such "Eligible Termination," having
                              attained age 54. The terms "Normal Retirement
                              Age," "Period of Benefit Service," and "Eligible
                              Termination," shall have the meanings as defined
                              in the Retirement Plan.

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

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

            (C)   How to Exercise an Option.

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


                                       2
<PAGE>

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

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

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

                  (1)   If the Participant's employment terminates during the
                        Option Term by reason of the Participant's death or
                        Disability, by the Participant for Good Reason or by the
                        Company without Cause, the Options will terminate and
                        have no further force or effect upon the earliest of (a)
                        three (3) years after the date of the Participant's
                        death or Disability, (b) two (2) years after a
                        termination by the Participant for Good Reason or by the
                        Company without Cause, and (c) the expiration of the
                        Option Term.

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

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

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

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


                                       3
<PAGE>

                  until the earlier of (a) the expiration of the Option Term and
                  (b) the second anniversary of the Participant's termination of
                  employment with the Company.

            (F)   Rights as Stockholder. The Participant shall have no rights as
                  a stockholder with respect to Shares subject to the Options
                  (including voting rights) until such time that the Option
                  Price has been paid in full and the Shares have been issued
                  and delivered to the Participant. No adjustment shall be made
                  for dividends or other rights for which the record date is
                  prior to such date, except as provided in Section 13 of the
                  Plan.

            (G)   Transferability. The Options 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.

            (H)   Miscellaneous

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

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

                  (3)   The 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


                                       4
<PAGE>

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

                  (4)   As the Option Price is equal to the Fair Market Value of
                        a Share, the Options are intended to be exempt from
                        Section 409A of the Internal Revenue Code of 1986, as
                        amended, and the regulations and guidance promulgated
                        thereunder ("Section 409A"). Notwithstanding the
                        foregoing or any provision of the Plan or this Award
                        Agreement, if any provision of this Award Agreement or
                        the Plan contravenes Section 409A or could cause the
                        Participant to incur any tax, interest or penalties
                        under Section 409A, the Committee may, in its sole
                        discretion and without the Participant's consent, modify
                        such provision to (i) comply with, or avoid being
                        subject to, Section 409A, 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 H(4) does not
                        create an obligation on the part of the Company to
                        modify the Plan or this Award Agreement and does not
                        guarantee that the Options will not be subject to taxes,
                        interest and penalties under Section 409A.

                  (5)   Delivery of the Shares underlying the Options upon
                        exercise will be subject to the Participant satisfying
                        all applicable federal, state, local and foreign tax
                        obligations (including the Participant's FICA
                        obligation). The Company shall have the power and the
                        right to deduct or withhold from all amounts payable to
                        the Participant in connection with the Options or
                        otherwise, or 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 exercise of the
                        Options.

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

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


                                       5
<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.

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


                                       6
<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.

                                 By ______________________
                                    Name:
                                    Title:


                                       7
<PAGE>

                      ESP Participant - Option Agreement (no "sale transaction")

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

"Participant":

"Date of Award": __________, 2007

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

      The parties hereto agree as follows:

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

                  (1)   Number of Shares Covered by these Options: [ ] Shares

                  (2)   "Option Price": $______.

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

            (B)   Vesting and Exercise of Options.

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

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

                        (b)   Any Options not previously vested in accordance
                              with Section (B)(1)(a) shall vest and become
                              exercisable as of


<PAGE>

                              the date of the Participant's termination of
                              employment due to death or Disability, or the date
                              of the Participant's RIF Termination. 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.

                        (c)   In the event of a Participant's Retirement, all
                              Options not previously vested pursuant to Section
                              (B)(1)(a) shall continue to vest and become
                              exercisable in accordance with Section (B)(1)(a).
                              "Retirement" means either (i) a Participant's
                              election to retire upon attaining his or her
                              "Normal Retirement Age"; or (ii) a Participant's
                              election to retire upon (A) completing at least a
                              10-year "Period of Benefit Service" and (B) having
                              either (1) attained age 55, or (2) incurred an
                              "Eligible Termination" and, at the time of such
                              "Eligible Termination," having attained age 54.
                              The terms "Normal Retirement Age," "Period of
                              Benefit Service," and "Eligible Termination,"
                              shall have the meanings as defined in the
                              Retirement Plan.

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

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

            (C)   How to Exercise an Option.

                  (1)   The Options may be exercised by telephone or written
                        notice to the Company's stock plan administrator,
                        currently Smith Barney (the "Administrator"), specifying
                        the number of Shares the Participant then desires to
                        purchase, which may not be fewer than twenty-five (25).
                        Except as provided in Section (C)(2) below, a
                        Participant must send a check payable to the order of
                        the Administrator for an amount in United States dollars
                        equal to the Option Price of such


                                       2
<PAGE>

                        Shares plus any fees or, if the Committee permits,
                        Shares having an aggregate Fair Market Value (as of the
                        trading date immediately preceding the date of exercise)
                        equal to such Option Price which have been held by the
                        Participant for at least six (6) months, or a
                        combination of cash and such Shares. The Committee
                        reserves the right to modify the exercise procedures
                        from time to time.

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

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

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

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

                  (2)   If the Participant's employment terminates during the
                        Option Term due to a RIF Termination or a termination
                        with "Good Reason" or "Without Cause" (each as defined
                        in the Company's Employee Severance Plan as amended as
                        of March 1, 2004), the Options will terminate and have
                        no force or effect upon the earlier of (a) two (2) years
                        after the Participant's date of termination or (b) the
                        expiration of the Option Term.

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

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


                                       3
<PAGE>

                        Participant's termination of employment and (b) the
                        expiration of the Option Term.

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

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

            (F)   Rights as Stockholder. The Participant shall have no rights as
                  a stockholder with respect to Shares subject to the Options
                  (including voting rights) until such time that the Option
                  Price has been paid in full and the Shares have been issued
                  and delivered to the Participant. No adjustment shall be made
                  for dividends or other rights for which the record date is
                  prior to such date, except as provided in Section 13 of the
                  Plan.

            (G)   Transferability. The Options 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.

            (H)   Miscellaneous

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

                  (2)   The Committee shall have the right to impose such
                        restrictions on any Shares acquired pursuant to the
                        exercise of the Option as it deems necessary or
                        advisable under applicable federal securities laws, the
                        rules and regulations of any stock exchange or market


                                       4
<PAGE>

                        upon which such Shares are then listed or traded, and/or
                        any blue sky or state securities laws applicable to such
                        Shares. It is expressly understood that the Committee is
                        authorized to administer, construe, and make all
                        determinations necessary or appropriate to the
                        administration of the Plan and this Award Agreement, all
                        of which shall be binding upon the Participant.

                  (3)   The 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)   As the Option Price is equal to the Fair Market Value of
                        a Share, the Options are intended to be exempt from
                        Section 409A of the Internal Revenue Code of 1986, as
                        amended, and the regulations and guidance promulgated
                        thereunder ("Section 409A"). Notwithstanding the
                        foregoing or any provision of the Plan or this Award
                        Agreement, if any provision of this Award Agreement or
                        the Plan contravenes Section 409A or could cause the
                        Participant to incur any tax, interest or penalties
                        under Section 409A, the Committee may, in its sole
                        discretion and without the Participant's consent, modify
                        such provision to (i) comply with, or avoid being
                        subject to, Section 409A, 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 H(4) does not
                        create an obligation on the part of the Company to
                        modify the Plan or this Award Agreement and does not
                        guarantee that the Options will not be subject to taxes,
                        interest and penalties under Section 409A.

                  (5)   Delivery of the Shares underlying the Options upon
                        exercise will be subject to the Participant satisfying
                        all applicable federal, state, local and foreign tax
                        obligations (including the Participant's FICA
                        obligation). The Company shall have the power and the
                        right to deduct or withhold from all amounts payable to
                        the Participant in connection with the Options, or
                        otherwise, or 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 exercise of the
                        Options.


                                       5
<PAGE>

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

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

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

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


                                       6
<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.

                                 By ______________________
                                    Name:
                                    Title:


                                       7
<PAGE>


                                                Option Agreement (non-executive)

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

"Participant":

"Date of Award":  ______________, 2007

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

      The parties hereto agree as follows:

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

                  (1)   Number of Shares Covered by these Options: [ ] Shares

                  (2)   "Option Price": $______.

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

            (B)   Vesting and Exercise of Options.

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

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

                        (b)   Any Options not previously vested in accordance
                              with Section (B)(1)(a) shall vest and become
                              exercisable as of


<PAGE>

                              the date of the Participant's termination of
                              employment due to death or Disability, or the date
                              of the Participant's RIF Termination. 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.

                        (c)   In the event of a Participant's Retirement (as
                              defined below), all Options not previously vested
                              pursuant to Section (B)(1)(a) shall continue to
                              vest and become exercisable in accordance with
                              Section (B)(1)(a). "Retirement" means either (i) a
                              Participant's election to retire upon attaining
                              his or her "Normal Retirement Age"; or (ii) a
                              Participant's election to retire upon (A)
                              completing at least a 10-year "Period of Benefit
                              Service" and (B) having either (1) attained age
                              55, or (2) incurred an "Eligible Termination" and,
                              at the time of such "Eligible Termination," having
                              attained age 54. The terms "Normal Retirement
                              Age," "Period of Benefit Service," and "Eligible
                              Termination," shall have the meanings as defined
                              in the Retirement Plan.

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

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

            (C)   How to Exercise an Option.

                  (1)   The Options may be exercised by telephone or written
                        notice to the Company's stock plan administrator,
                        currently Smith Barney (the "Administrator"), specifying
                        the number of Shares the Participant then desires to
                        purchase, which may not be fewer than twenty-five (25).
                        Except as provided in Section (C)(2) below, a
                        Participant must send a check payable to the order of
                        the Administrator for an


                                       2
<PAGE>

                        amount in United States dollars equal to the Option
                        Price of such Shares plus any fees or, if the Committee
                        permits, Shares having an aggregate Fair Market Value
                        (as of the trading date immediately preceding the date
                        of exercise) equal to such Option Price which have been
                        held by the Participant for at least six (6) months, or
                        a combination of cash and such Shares. The Committee
                        reserves the right to modify the exercise procedures
                        from time to time.

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

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

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

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

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

                  (3)   If the Participant's employment terminated during the
                        Option Term due to a RIF Termination, the Option will
                        terminate and have no further force or effect upon the
                        earlier of (a) two (2) years after the termination date,
                        and (b) the expiration of the Option Term.

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


                                       3
<PAGE>

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

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

            (F)   Rights as Stockholder. The Participant shall have no rights as
                  a stockholder with respect to Shares subject to the Options
                  (including voting rights) until such time that the Option
                  Price has been paid in full and the Shares have been issued
                  and delivered to the Participant. No adjustment shall be made
                  for dividends or other rights for which the record date is
                  prior to such date, except as provided in Section 13 of the
                  Plan.

            (G)   Transferability. The Options 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.

            (H)   Miscellaneous

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

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


                                       4
<PAGE>


                        administer, construe, and make all determinations
                        necessary or appropriate to the administration of the
                        Plan and this Award Agreement, all of which shall be
                        binding upon the Participant.

                  (3)   The 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)   As the Option Price is equal to the Fair Market Value of
                        a Share, the Options are intended to be exempt from
                        Section 409A of the Internal Revenue Code of 1986, as
                        amended, and the regulations and guidance promulgated
                        thereunder ("Section 409A"). Notwithstanding the
                        foregoing or any provision of the Plan or this Award
                        Agreement, if any provision of this Award Agreement or
                        the Plan contravenes Section 409A or could cause the
                        Participant to incur any tax, interest or penalties
                        under Section 409A, the Committee may, in its sole
                        discretion and without the Participant's consent, modify
                        such provision to (i) comply with, or avoid being
                        subject to, Section 409A, 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 H(4) does not
                        create an obligation on the part of the Company to
                        modify the Plan or this Award Agreement and does not
                        guarantee that the Options will not be subject to taxes,
                        interest and penalties under Section 409A.

                  (5)   Delivery of the Shares underlying the Options upon
                        exercise will be subject to the Participant satisfying
                        all applicable federal, state, local and foreign tax
                        obligations (including the Participant's FICA
                        obligation). The Company shall have the power and the
                        right to deduct or withhold from all amounts payable to
                        the Participant in connection with the Options or
                        otherwise, or 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 exercise of the
                        Options.

                  (6)   This Award Agreement shall be subject to all applicable
                        laws, rules, and regulations, and to such approvals by
                        any governmental agencies or national securities
                        exchanges as may be required, or as


                                       5
<PAGE>

                        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.

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


                                       6
<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.

                                 By ______________________
                                    Name:
                                    Title:


                                       7