Exhibit 10.20

                                        For Executives with Employment Contracts

CIT Group Inc.
Long-Term Incentive Plan
Performance Share 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 Performance Shares by CIT Group Inc., a Delaware
corporation (the "Company"), to the Participant named above, pursuant to the
provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended from time
to time (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 Performance Shares. The Company hereby grants to the
                  Participant Performance Shares in the manner and subject to
                  the terms and conditions of the Plan and this Award Agreement
                  as follows:

                  (1)   "Target Performance Share Grant": _____________ Shares.

                  (2)   "Performance Leverage Factor Grid" as set forth in
                        Exhibit A.

                  (3)   "Performance Period": January 1, 2007 - December 31,
                        2009.

                  (4)   The final number of Performance Shares actually awarded
                        at the end of the Performance Period, if any, shall be
                        based on the attainment of specified levels of the
                        Performance Measures set forth on the Performance
                        Leverage Factor Grid and shall equal the sum of:

                        (i)   The Target Performance Share Grant multiplied by
                              the applicable ROCE Performance Leverage Factor
                              set forth on Exhibit A; and

                        (ii)  The Target Performance Share Grant multiplied by
                              the applicable EPS Performance Leverage Factor set
                              forth on Exhibit A.

            (B)   Payment for Performance Shares.

                  (1)   As soon as administratively practicable after the end of
                        the Performance Period, the Committee shall determine
                        the level


<PAGE>

                        attained for each Performance Measure. At such time, the
                        Participant shall be awarded the final number of
                        Performance Shares as determined under Section A(4).
                        Each final Performance Share represents the unsecured
                        right to receive one Share. Each Performance Share shall
                        be paid as soon as administratively practicable
                        following the end of the Performance Period, but in any
                        event not later than March 15, 2010 (the "Payment
                        Date").

                  (2)   The final Performance Shares may be paid in Shares, in
                        cash in an amount equal to the number of final
                        Performance Shares multiplied by the Fair Market Value
                        of a Share as of the last day of the Performance Period,
                        or in a combination of cash and Shares, as determined by
                        the Committee.

                  (3)   If during the Performance Period dividends with respect
                        to Shares are declared or paid by the Company, the
                        Participant shall be entitled to receive dividend
                        equivalents in an amount equal to the cumulative
                        dividends declared or paid on a Share during the
                        Performance Period multiplied by the number of final
                        Performance Shares awarded to the Participant. Subject
                        to Section F, the dividend equivalents shall be paid in
                        cash on the Payment Date. If the Participant's
                        employment terminates during the Performance Period for
                        any reason set forth in Sections C(1) or C(2) of this
                        Award Agreement or if a Change of Control occurs, the
                        Participant shall be entitled to receive dividend
                        equivalents in an amount equal to (i) the cumulative
                        dividends declared or paid on a Share during the period
                        beginning on the first day of the Performance Period and
                        ending on the last day of the month during which the
                        termination of employment or Change of Control, as
                        applicable, occurs multiplied by (ii) the number of
                        final Performance Shares.

                  (4)   A Participant may elect to defer the payment of Shares
                        or cash pursuant to Sections B(1), B(2) and B(3) above
                        as provided in Section F of this Award Agreement.

            (C)   Termination of Employment.

                  (1)   If the Participant's employment with the Company and its
                        Affiliates (the "Company Group") terminates during the
                        Performance Period due to the Participant's death or
                        Disability (as defined below), the Performance Shares
                        shall vest and the final number of Performance Shares
                        awarded to the Participant shall be equal to the number
                        of Target Performance Shares as set forth under Section
                        A(1). The final Performance Shares shall be paid to the
                        Participant as soon as administratively practicable
                        following the date of the Participant's termination of
                        employment (and in any event no later than March 15th of
                        the calendar year following the


                                       2
<PAGE>

                        calendar year in which the Participant's employment
                        terminates in Shares or in cash, as determined in
                        accordance with Section B(2). Except as otherwise set
                        forth in Section F hereof, "Disability" shall have the
                        meaning ascribed to it in the Employment Agreement
                        between the Company and the Participant in effect on the
                        Date of Award (the "Employment Agreement").

                  (2)   If the Participant's employment with the Company Group
                        terminates during the Performance Period by the
                        Participant for "Good Reason" or by the Company Group
                        without "Cause" (each as defined in the Employment
                        Agreement), the Performance Shares shall vest and the
                        final number of Performance Shares awarded to the
                        Participant shall be equal to the number of Target
                        Performance Shares as set forth under Section A(1). The
                        Performance Shares shall be paid to the Participant as
                        soon as administratively practicable following the date
                        of the Participant's termination of employment (and in
                        any event no later than March 15th of the year following
                        the year in which the Participant's employment
                        terminates) in Shares or in cash, as determined in
                        accordance with Section B(2).

                  (3)   In the event the Participant's employment with the
                        Company Group is terminated by reason of the
                        Participant's Retirement (as defined in the Employment
                        Agreement) on or prior to the last day of the
                        Performance Period, the Participant shall be deemed to
                        remain employed by the Company Group through the last
                        day of the Performance Period, for the purposes of this
                        Award Agreement, and the final number of Performance
                        Shares actually awarded at the end of the Performance
                        Period, if any, shall be determined based on both the
                        number of months during the Performance Period in which
                        the Participant is employed and the level of the
                        Performance Measure attained and shall equal the sum of:

                        (A)   (i)(x) the Target Performance Share Grant, divided
                              by (y) the number of months in the Performance
                              Period, multiplied by (ii) the number of months
                              transpired between the first day of the
                              Performance Period and the last day of the month
                              in which the termination occurred, multiplied by
                              (iii) the applicable ROCE Performance Leverage
                              Factor set forth on Exhibit A; and

                        (B)   (i)(x) the Target Performance Share Grant divided
                              by (y) the number of months in the Performance
                              Period, multiplied by (ii) the number of months
                              transpired between the first day of the
                              Performance Period and the last day of the month
                              in which the termination occurred, multiplied by


                                       3
<PAGE>

                              (iii) the applicable EPS Performance Leverage
                              Factor set forth on Exhibit A.

                        Payment of the final Performance Shares shall be made in
                        accordance with Sections B(1) and (2) of this Award
                        Agreement.

                  (4)   If the Participant's employment with the Company Group
                        terminates during the Performance Period for any reason
                        other than as set forth in Sections C(1), C(2) and C(3),
                        the Performance Shares shall be cancelled and the
                        Participant shall not be entitled to receive any
                        payments with respect to the Performance Shares.

            (D)   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, the Performance Shares shall vest and the
                  Participant shall be awarded a number of Performance Shares
                  equal to the Target Performance Share Grant. The Performance
                  Shares shall be paid in accordance with Section B(2) on (or as
                  soon as administratively practicable following) the effective
                  date of the Change of Control.

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

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

                        a.    The Participant may elect to defer all or any
                              portion of the Shares or cash he would otherwise
                              receive pursuant to Sections B(1), B(2) and B(3)
                              of this Award Agreement by completing and
                              submitting a deferral election form (in a form
                              provided by the Company) no later than June 30,
                              2008 or such other time determined by the Company.

                        b.    Deferral elections shall continue in effect until
                              a written election to revoke or change such
                              deferral election is received by the Company,
                              except that a written election to revoke or change
                              such deferral election must be made no


                                       4
<PAGE>

                              later than June 30, 2008 or such other time
                              determined by the Company.

                  (2)   Distributions Pursuant to Deferral Elections. Any Shares
                        or cash (including any gains or losses resulting from
                        the investment of cash during the deferral period and
                        any credits corresponding to dividends pursuant to
                        Section (F)(6)) deferred under this Award Agreement
                        shall be distributed in a single lump-sum distribution
                        on the last business day of the month following the
                        month in which the earliest of the following events
                        occurs (or as soon as administratively practicable
                        thereafter):

                        (i)   the Participant's "Separation from Service" (as
                              defined under Section 409A of the Internal Revenue
                              Code of 1986, as amended, and the regulations and
                              guidance promulgated thereunder ("Section 409A");

                        (ii)  a fixed date specified by the Participant at the
                              time the Participant makes a deferral election,
                              which date may not be prior to the fifth (5th)
                              anniversary of the Payment Date;

                        (iii) the Participant's Disability (as provided in
                              Section F(3) below); or

                        (iv)  the Participant's death.

                        Share deferrals shall be paid in Shares and cash
                        deferrals shall be paid in cash.

                  (3)   Disability. At the time that a Participant elects to
                        defer the receipt of Shares or cash pursuant to Section
                        F(1) above, the Participant shall make an election with
                        respect to the treatment of the deferred Shares or cash
                        in the event of his or her Disability. The Participant
                        may elect (x) to receive distribution of the deferred
                        Shares or cash in the event of his Disability, or (y)
                        notwithstanding his or her Disability, to receive
                        distribution of the deferred Shares or cash upon the
                        occurrence of an event set forth in Subsections
                        F(2)(a)(i), (ii) or (iv) above. For purposes of this
                        Section F, "Disability" shall have the meaning set forth
                        in Section C(1); however, to the extent a "Disability"
                        event does not also constitute a "Disability" as defined
                        in Section 409A, such Disability event shall not
                        constitute a Disability for purposes of this Section F.

                  (4)   Notwithstanding anything to the contrary in this Award
                        Agreement or the Plan, to the extent that the
                        Participant is a "Specified Employee" (as defined under
                        Section 409A) as determined by the


                                       5
<PAGE>

                        Committee in accordance with the procedures it adopts
                        from time to time, no payment or distribution of any
                        amounts under this Section F may be made before the
                        first business day following the six (6) month
                        anniversary from the Participant's Separation from
                        Service or, if earlier, the date of the Participant's
                        death.

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

                  (6)   Investments; Dividends. All cash deferrals shall be
                        deemed invested in Shares based on the Fair Market Value
                        of the Shares on the Payment Date. During the period of
                        deferral, the Participant's deferral account shall be
                        credited with regular dividends paid with respect to the
                        deferred Shares. All cash dividends shall be deemed
                        reinvested in Shares based on the Fair Market Value of
                        the Shares on the date the dividend is paid.

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

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

            (G)   Miscellaneous.

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

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


                                       6
<PAGE>

                        such Shares are then listed and/or traded. 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 Performance
                        Shares (other than pursuant to Section F) are intended
                        to comply with the short-term deferral exemption under
                        Section 409A. Notwithstanding the foregoing or any
                        provision of the Plan or this Award Agreement, if the
                        Company determines that such exemption is not applicable
                        to the Performance Shares, 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 Performance
                        Shares will not be subject to taxes, interest and
                        penalties under Section 409A.

                  (5)   Delivery of the Shares underlying the Performance Shares
                        upon settlement shall be subject to the Participant
                        satisfying all applicable federal, state, local and
                        foreign taxes (including the Participant's FICA
                        obligation). The Company shall have the power and the
                        right to (i) deduct or withhold from all amounts payable
                        to the Participant pursuant to the Performance Shares or
                        otherwise, or (ii) require the Participant to remit to
                        the Company, an amount sufficient to satisfy any
                        applicable taxes required by law. Further, the Company
                        may permit or require the Participant to satisfy, in
                        whole or in part, the tax obligations by withholding


                                       7
<PAGE>

                        Shares that would otherwise be received upon settlement
                        of the Performance Shares.

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

            (H)   Acceptance and Acknowledgement of Award. The financial targets
                  set forth on Exhibit A and as outlined in this Award Agreement
                  must remain confidential. The information in both documents
                  should not be discussed with, shared with, photocopied or
                  distributed to others. Participation in the Plan and the
                  details of the Award are highly confidential and may not be
                  discussed by the Participant with anyone other than the
                  Participant's spouse or immediate family or financial or legal
                  advisors. Breach of this confidentiality condition could
                  affect the amount of the Participant's actual award. By
                  signing and returning this Award Agreement, the Participant is
                  agreeing to all of the terms contained in this Award
                  Agreement, including, but not limited to, the terms related to
                  confidentiality. 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.


                                       8
<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:

            _________________________________________________________
            Participant's Signature                              Date
            (month/day/year)


                                       9
<PAGE>

                                                                       Exhibit A

                        Performance Leverage Factor Grids
                        PERFORMANCE LEVERAGE FACTOR GRID

               Return on Corporate Equity (ROCE) (3-Year Average)

--------------------------------------------------------------------------------
                                                  ROCE                ROCE
                                               Performance         Performance
                                                 Measure*        Leverage Factor
--------------------------------------------------------------------------------
      Minimum                                                          35%
--------------------------------------------------------------------------------
                                                                       50%
--------------------------------------------------------------------------------
                                                                       60%
--------------------------------------------------------------------------------
      Maximum                                                          75%
--------------------------------------------------------------------------------

           Diluted Earnings Per Share (EPS) (Compounded Annual Growth)

--------------------------------------------------------------------------------
                                                   EPS                 EPS
                                               Performance         Performance
                                                 Measure*        Leverage Factor
--------------------------------------------------------------------------------
      Minimum                                                          25%
--------------------------------------------------------------------------------
                                                                       37%
--------------------------------------------------------------------------------
                                                                       50%
--------------------------------------------------------------------------------
                                                                       63%
--------------------------------------------------------------------------------
      Maximum                                                          75%
--------------------------------------------------------------------------------

*For the purpose of this Award Agreement the term "Performance Measure" shall
have the same meaning as "Performance Target" in the Plan.


                                       10
<PAGE>

                                                            For ESP Participants

CIT Group Inc.
Long-Term Incentive Plan
Performance Share 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 Performance Shares by CIT Group Inc., a Delaware
corporation (the "Company"), to the Participant named above, pursuant to the
provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended from time
to time (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 Performance Shares. The Company hereby grants to the
                  Participant Performance Shares in the manner and subject to
                  the terms and conditions of the Plan and this Award Agreement
                  as follows:

                  (1)   "Target Performance Share Grant": _____________ Shares.

                  (2)   "Performance Leverage Factor Grid" as set forth in
                        Exhibit A.

                  (3)   "Performance Period": January 1, 2007 - December 31,
                        2009.

                  (4)   The final number of Performance Shares actually awarded
                        at the end of the Performance Period, if any, shall be
                        based on the attainment of specified levels of the
                        Performance Measures set forth on the Performance
                        Leverage Factor Grid and shall equal the sum of:

                        (i)   The Target Performance Share Grant multiplied by
                              the applicable ROCE Performance Leverage Factor
                              set forth on Exhibit A; and

                        (ii)  The Target Performance Share Grant multiplied by
                              the applicable EPS Performance Leverage Factor set
                              forth on Exhibit A.


<PAGE>

            (B)   Payment for Performance Shares.

                  (1)   As soon as administratively practicable after the end of
                        the Performance Period, the Committee shall determine
                        the level attained for each Performance Measure. At such
                        time, the Participant shall be awarded the final number
                        of Performance Shares as determined under Section A(4).
                        Each final Performance Share represents the unsecured
                        right to receive one Share. Each Performance Share shall
                        be paid as soon as administratively practicable
                        following the end of the Performance Period, but in any
                        event not later than March 15, 2010 (the "Payment
                        Date").

                  (2)   The final Performance Shares may be paid in Shares, in
                        cash in an amount equal to the number of final
                        Performance Shares multiplied by the Fair Market Value
                        of a Share as of the last day of the Performance Period,
                        or in a combination of cash and Shares, as determined by
                        the Committee.

                  (3)   If during the Performance Period dividends with respect
                        to Shares are declared or paid by the Company, the
                        Participant shall be entitled to receive dividend
                        equivalents in an amount equal to the cumulative
                        dividends declared or paid on a Share during the
                        Performance Period multiplied by the number of final
                        Performance Shares awarded to the Participant. Subject
                        to Section F, the dividend equivalents shall be paid in
                        cash on the Payment Date. If the Participant's
                        employment terminates during the Performance Period for
                        any reason set forth in Sections C(1) or C(2) of this
                        Award Agreement or if a Change of Control occurs, the
                        Participant shall be entitled to receive dividend
                        equivalents in an amount equal to (i) the cumulative
                        dividends declared or paid on a Share during the period
                        beginning on the first day of the Performance Period and
                        ending on the last day of the month during which the
                        termination of employment or Change of Control, as
                        applicable, occurs multiplied by (ii) the number of
                        final Performance Shares.

                  (4)   A Participant may elect to defer the payment of Shares
                        or cash pursuant to Sections B(1), B(2) and B(3) above
                        as provided in Section F of this Award Agreement.

            (C)   Termination of Employment.

                  (1)   If the Participant's employment with the Company and its
                        Affiliates (the "Company Group") terminates during the
                        Performance Period due to the Participant's death or
                        Disability (as defined below), the Performance Shares
                        shall vest and the final number of Performance Shares
                        awarded to the Participant shall be equal to the number
                        of Target Performance Shares as set forth


                                       2
<PAGE>

                        under Section A(1). The final Performance Shares shall
                        be paid to the Participant as soon as administratively
                        practicable following the date of the Participant's
                        termination of employment (and in any event no later
                        than March 15th of the calendar year following the
                        calendar year in which the Participant's employment
                        terminates in Shares or in cash, as determined in
                        accordance with Section B(2). Except as otherwise set
                        forth in Section F hereof, for purposes of this Award
                        Agreement, "Disability" shall have the meaning ascribed
                        thereto under the Company's long-term disability plan or
                        policy applicable to the Participant, as in effect from
                        time to time, or, in the event the Company has no
                        long-term disability plan or policy, "Disability" shall
                        have the same meaning as defined in the Company's
                        applicable long-term disability plan or policy last in
                        effect prior to the first date a Participant suffers
                        from such Disability.

                  (2)   If the Participant's employment with the Company Group
                        terminates during the Performance Period by the
                        Participant for "Good Reason" or by the Company Group
                        without "Cause" (each as defined in the Company's
                        Employee Severance Plan, as amended), the Performance
                        Shares shall vest and the final number of Performance
                        Shares awarded to the Participant shall be equal to the
                        number of Target Performance Shares as set forth under
                        Section A(1). The Performance Shares shall be paid to
                        the Participant as soon as administratively practicable
                        following the date of the Participant's termination of
                        employment (and in any event no later than March 15th of
                        the year following the year in which the Participant's
                        employment terminates) in Shares or in cash, as
                        determined in accordance with Section B(2).

                  (3)   In the event the Participant's employment with the
                        Company Group is terminated by reason of the
                        Participant's Retirement or RIF Termination (each, as
                        defined below) on or prior to the last day of the
                        Performance Period, the Participant shall be deemed to
                        remain employed by the Company Group through the last
                        day of the Performance Period, for the purposes of this
                        Award Agreement, and the final number of Performance
                        Shares actually awarded at the end of the Performance
                        Period, if any, shall be determined based on both the
                        number of months during the Performance Period in which
                        the Participant is employed and the level of the
                        Performance Measure attained and shall equal the sum of:

                        (A)   (i)(x) the Target Performance Share Grant, divided
                              by (y) the number of months in the Performance
                              Period, multiplied by (ii) the number of months
                              transpired between the first day of


                                       3
<PAGE>

                              the Performance Period and the last day of the
                              month in which the termination occurred,
                              multiplied by (iii) the applicable ROCE
                              Performance Leverage Factor set forth on Exhibit
                              A; and

                        (B)   (i)(x) the Target Performance Share Grant divided
                              by (y) the number of months in the Performance
                              Period, multiplied by (ii) the number of months
                              transpired between the first day of the
                              Performance Period and the last day of the month
                              in which the termination occurred, multiplied by
                              (iii) the applicable EPS Performance Leverage
                              Factor set forth on Exhibit A.

                        Payment of the final Performance Shares shall be made in
                        accordance with Sections B(1) and (2) of this Award
                        Agreement.

                        For purposes of this Award Agreement, (i) a "RIF
                        Termination" shall mean the termination of a
                        Participant's employment by the Company Group as a
                        result of a reduction in force, corporate down-sizing,
                        change in operations, permanent facility relocation or
                        closing, or other job elimination and (ii) "Retirement"
                        means either (x) a Participant's election to retire upon
                        attaining his or her "Normal Retirement Age"; or (y) 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 CIT Group Inc. Retirement
                        Plan effective January 1, 2001 (the "Retirement Plan").
                        The definition of "Retirement" is applicable
                        irrespective of whether the Participant is eligible to
                        participate in the Retirement Plan.

                  (4)   If the Participant's employment with the Company Group
                        terminates during the Performance Period for any reason
                        other than as set forth in Sections C(1), C(2) and C(3),
                        the Performance Shares shall be cancelled and the
                        Participant shall not be entitled to receive any
                        payments with respect to the Performance Shares.

            (D)   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, the Performance Shares shall vest and the
                  Participant shall be awarded a number of Performance Shares
                  equal to the Target Performance Share Grant. The Performance
                  Shares shall be paid in accordance with Section B(2) on (or as
                  soon as administratively practicable following) the effective
                  date of the Change of Control.


                                       4
<PAGE>

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

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

                        a.    The Participant may elect to defer all or any
                              portion of the Shares or cash he would otherwise
                              receive pursuant to Sections B(1), B(2) and B(3)
                              of this Award Agreement by completing and
                              submitting a deferral election form (in a form
                              provided by the Company) no later than June 30,
                              2008 or such other time determined by the Company.

                        b.    Deferral elections shall continue in effect until
                              a written election to revoke or change such
                              deferral election is received by the Company,
                              except that a written election to revoke or change
                              such deferral election must be made no later than
                              June 30, 2008 or such other time determined by the
                              Company.

                  (2)   Distributions Pursuant to Deferral Elections. Any Shares
                        or cash (including any gains or losses resulting from
                        the investment of cash during the deferral period and
                        any credits corresponding to dividends pursuant to
                        Section (F)(6)) deferred under this Award Agreement
                        shall be distributed in a single lump-sum distribution
                        on the last business day of the month following the
                        month in which the earliest of the following events
                        occurs (or as soon as administratively practicable
                        thereafter):

                        (i)   the Participant's "Separation from Service" (as
                              defined under Section 409A of the Internal Revenue
                              Code of 1986, as amended, and the regulations and
                              guidance promulgated thereunder ("Section 409A");

                        (ii)  a fixed dated specified by the Participant at the
                              time the Participant makes a deferral election,
                              which date may not be prior to the fifth (5th)
                              anniversary of the Payment Date;


                                       5
<PAGE>

                        (iii) the Participant's Disability (as provided in
                              Section F(3) below); or

                        (iv)  the Participant's death.

                        Share deferrals shall be paid in Shares and cash
                        deferrals shall be paid in cash.

                  (3)   Disability. At the time that a Participant elects to
                        defer the receipt of Shares or cash pursuant to Section
                        F(1) above, the Participant shall make an election with
                        respect to the treatment of the deferred Shares or cash
                        in the event of his or her Disability. The Participant
                        may elect (x) to receive distribution of the deferred
                        Shares or cash in the event of his Disability, or (y)
                        notwithstanding his or her Disability, to receive
                        distribution of the deferred Shares or cash upon the
                        occurrence of an event set forth in Subsections
                        F(2)(a)(i), (ii) or (iv) above. For purposes of this
                        Section F, "Disability" shall have the meaning set forth
                        in Section C(1); however, to the extent a "Disability"
                        event does not also constitute a "Disability" as defined
                        in Section 409A, such Disability event shall not
                        constitute a Disability for purposes of this Section F.

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

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

                  (6)   Investments; Dividends. All cash deferrals shall be
                        deemed invested in Shares based on the Fair Market Value
                        of the Shares on the Payment Date. During the period of
                        deferral, the Participant's deferral account shall be
                        credited with regular dividends paid with respect to the
                        deferred Shares. All cash dividends shall be deemed
                        reinvested in Shares based on the Fair Market Value of
                        the Shares on the date the dividend is paid.


                                       6
<PAGE>

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

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

            (G)   Miscellaneous.

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

                  (2)   The Committee shall have the right to impose
                        restrictions on any Shares acquired pursuant to
                        Performance Shares as it deems necessary or advisable
                        under applicable securities laws, and/or the rules and
                        regulations of any stock exchange or market upon which
                        such Shares are then listed and/or traded. 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 Performance
                        Shares (other than pursuant to Section F) are intended
                        to comply with the short-term deferral exemption under
                        Section 409A. Notwithstanding the foregoing or any
                        provision of the Plan or this Award Agreement, if the
                        Company determines that such exemption is not applicable
                        to the Performance Shares, or any provision of this
                        Award Agreement or the Plan contravenes


                                       7
<PAGE>

                        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 (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 Performance
                        Shares will not be subject to taxes, interest and
                        penalties under Section 409A.

                  (5)   Delivery of the Shares underlying the Performance Shares
                        upon settlement shall be subject to the Participant
                        satisfying all applicable federal, state, local and
                        foreign taxes (including the Participant's FICA
                        obligation). The Company shall have the power and the
                        right to (i) deduct or withhold from all amounts payable
                        to the Participant pursuant to the Performance Shares or
                        otherwise, or (ii) require the Participant to remit to
                        the Company, an amount sufficient to satisfy any
                        applicable taxes required by law. Further, the Company
                        may permit or require the Participant to satisfy, in
                        whole or in part, the tax obligations by withholding
                        Shares that would otherwise be received upon settlement
                        of the Performance Shares.

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


                                       8
<PAGE>

            (H)   Acceptance and Acknowledgement of Award. The financial targets
                  set forth on Exhibit A and as outlined in this Award Agreement
                  must remain confidential. The information in both documents
                  should not be discussed with, shared with, photocopied or
                  distributed to others. Participation in the Plan and the
                  details of the Award are highly confidential and may not be
                  discussed by the Participant with anyone other than the
                  Participant's spouse or immediate family or financial or legal
                  advisors. Breach of this confidentiality condition could
                  affect the amount of the Participant's actual award. By
                  signing and returning this Award Agreement, the Participant is
                  agreeing to all of the terms contained in this Award
                  Agreement, including, but not limited to, the terms related to
                  confidentiality. 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.


                                       9
<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:

            _________________________________________________________
            Participant's Signature                              Date
            (month/day/year)


                                       10
<PAGE>

                                                                       Exhibit A

                        Performance Leverage Factor Grids

                        PERFORMANCE LEVERAGE FACTOR GRID
               Return on Corporate Equity (ROCE) (3-Year Average)

--------------------------------------------------------------------------------
                                                  ROCE                ROCE
                                               Performance         Performance
                                                 Measure*        Leverage Factor
--------------------------------------------------------------------------------
      Minimum                                                          35%
--------------------------------------------------------------------------------
                                                                       50%
--------------------------------------------------------------------------------
                                                                       60%
--------------------------------------------------------------------------------
      Maximum                                                          75%
--------------------------------------------------------------------------------

           Diluted Earnings Per Share (EPS) (Compounded Annual Growth)

--------------------------------------------------------------------------------
                                                   EPS                 EPS
                                               Performance         Performance
                                                 Measure*        Leverage Factor
--------------------------------------------------------------------------------
      Minimum                                                          25%
--------------------------------------------------------------------------------
                                                                       37%
--------------------------------------------------------------------------------
                                                                       50%
--------------------------------------------------------------------------------
                                                                       63%
--------------------------------------------------------------------------------
      Maximum                                                          75%
--------------------------------------------------------------------------------

*For the purpose of this Award Agreement the term "Performance Measure" shall
have the same meaning as "Performance Target" in the Plan.


                                       11
<PAGE>

                                   For Participants Without Employment Contracts

CIT Group Inc.
Long-Term Incentive Plan
Performance Share 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 Performance Shares by CIT Group Inc., a Delaware
corporation (the "Company"), to the Participant named above, pursuant to the
provisions of the CIT Group Inc. Long-Term Incentive Plan, as amended from time
to time (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 Performance Shares. The Company hereby grants to the
                  Participant Performance Shares in the manner and subject to
                  the terms and conditions of the Plan and this Award Agreement
                  as follows:

                  (1)   "Target Performance Share Grant": _____________ Shares.

                  (2)   "Performance Leverage Factor Grid" as set forth in
                        Exhibit A.

                  (3)   "Performance Period": January 1, 2007 - December 31,
                        2009.

                  (4)   The final number of Performance Shares actually awarded
                        at the end of the Performance Period, if any, shall be
                        based on the attainment of specified levels of the
                        Performance Measures set forth on the Performance
                        Leverage Factor Grid and shall equal the sum of:

                        (i)   The Target Performance Share Grant multiplied by
                              the applicable ROCE Performance Leverage Factor
                              set forth on Exhibit A; and

                        (ii)  The Target Performance Share Grant multiplied by
                              the applicable EPS Performance Leverage Factor set
                              forth on Exhibit A.

            (B)   Payment for Performance Shares.

                  (1)   As soon as administratively practicable after the end of
                        the Performance Period, the Committee shall determine
                        the level


<PAGE>

                        attained for each Performance Measure. At such time, the
                        Participant shall be awarded the final number of
                        Performance Shares as determined under Section A(4).
                        Each final Performance Share represents the unsecured
                        right to receive one Share. Each Performance Share shall
                        be paid as soon as administratively practicable
                        following the end of the Performance Period, but in any
                        event not later than March 15, 2010 (the "Payment
                        Date").

                  (2)   The final Performance Shares may be paid in Shares, in
                        cash in an amount equal to the number of final
                        Performance Shares multiplied by the Fair Market Value
                        of a Share as of the last day of the Performance Period,
                        or in a combination of cash and Shares, as determined by
                        the Committee.

                  (3)   If during the Performance Period dividends with respect
                        to Shares are declared or paid by the Company, the
                        Participant shall be entitled to receive dividend
                        equivalents in an amount equal to the cumulative
                        dividends declared or paid on a Share during the
                        Performance Period multiplied by the number of final
                        Performance Shares awarded to the Participant. Subject
                        to Section F, the dividend equivalents shall be paid in
                        cash on the Payment Date. If the Participant's
                        employment terminates during the Performance Period 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 dividend
                        equivalents in an amount equal to (i) the cumulative
                        dividends declared or paid on a Share during the period
                        beginning on the first day of the Performance Period and
                        ending on the last day of the month during which the
                        termination of employment or Change of Control, as
                        applicable, occurs multiplied by (ii) the number of
                        final Performance Shares.

                  (4)   A Participant may elect to defer the payment of Shares
                        or cash pursuant to Sections B(1), B(2) and B(3) above
                        as provided in Section F of this Award Agreement.

            (C)   Termination of Employment.

                  (1)   If the Participant's employment with the Company and its
                        Affiliates (the "Company Group") terminates during the
                        Performance Period due to the Participant's death or
                        Disability (as defined below), the Performance Shares
                        shall vest and the final number of Performance Shares
                        awarded to the Participant shall be equal to the number
                        of Target Performance Shares as set forth under Section
                        A(1). The final Performance Shares shall be paid to the
                        Participant as soon as administratively practicable
                        following the date of the Participant's termination of
                        employment (and in any event no later than March 15th of
                        the calendar year following the


                                       2
<PAGE>

                        calendar year in which the Participant's employment
                        terminates in Shares or in cash, as determined in
                        accordance with Section B(2). Except as otherwise set
                        forth in Section F hereof, for purposes of this Award
                        Agreement, "Disability" shall have the meaning ascribed
                        thereto under the Company's long-term disability plan or
                        policy applicable to the Participant, as in effect from
                        time to time, or, in the event the Company has no
                        long-term disability plan or policy, "Disability" shall
                        have the same meaning as defined in the Company's
                        applicable long-term disability plan or policy last in
                        effect prior to the first date a Participant suffers
                        from such Disability.

                  (2)   In the event the Participant's employment with the
                        Company Group is terminated by reason of the
                        Participant's Retirement or RIF Termination (each, as
                        defined below) on or prior to the last day of the
                        Performance Period, the Participant shall be deemed to
                        remain employed by the Company Group through the last
                        day of the Performance Period, for the purposes of this
                        Award Agreement, and the final number of Performance
                        Shares actually awarded at the end of the Performance
                        Period, if any, shall be determined based on both the
                        number of months during the Performance Period in which
                        the Participant is employed and the level of the
                        Performance Measure attained and shall equal the sum of:

                        (A)   (i)(x) the Target Performance Share Grant, divided
                              by (y) the number of months in the Performance
                              Period, multiplied by (ii) the number of months
                              transpired between the first day of the
                              Performance Period and the last day of the month
                              in which the termination occurred, multiplied by
                              (iii) the applicable ROCE Performance Leverage
                              Factor set forth on Exhibit A; and

                        (B)   (i)(x) the Target Performance Share Grant divided
                              by (y) the number of months in the Performance
                              Period, multiplied by (ii) the number of months
                              transpired between the first day of the
                              Performance Period and the last day of the month
                              in which the termination occurred, multiplied by
                              (iii) the applicable EPS Performance Leverage
                              Factor set forth on Exhibit A.

                        Payment of the final Performance Shares shall be made in
                        accordance with Sections B(1) and B(2) of this Award
                        Agreement.

                        For purposes of this Award Agreement, (i) a "RIF
                        Termination" shall mean the termination of a
                        Participant's employment by the Company Group as a
                        result of a reduction in force, corporate


                                       3
<PAGE>

                        down-sizing, change in operations, permanent facility
                        relocation or closing, or other job elimination and (ii)
                        "Retirement" means either (x) a Participant's election
                        to retire upon attaining his or her "Normal Retirement
                        Age"; or (y) 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 CIT Group Inc. Retirement
                        Plan effective January 1, 2001 (the "Retirement Plan").
                        The definition of "Retirement" is applicable
                        irrespective of whether the Participant is eligible to
                        participate in the Retirement Plan.

                  (3)   If the Participant's employment with the Company Group
                        terminates during the Performance Period for any reason
                        other than as set forth in Sections C(1) and C(2), the
                        Performance Shares shall be cancelled and the
                        Participant shall not be entitled to receive any
                        payments with respect to the Performance Shares.

            (D)   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, the Performance Shares shall vest and the
                  Participant shall be awarded a number of Performance Shares
                  equal to the Target Performance Share Grant. The Performance
                  Shares shall be paid in accordance with Section B(2) on (or as
                  soon as administratively practicable following) the effective
                  date of the Change of Control.

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

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

                        a.    The Participant may elect to defer all or any
                              portion of the Shares or cash he would otherwise
                              receive pursuant to Sections B(1), B(2) and B(3)
                              of this Award Agreement by


                                       4
<PAGE>

                              completing and submitting a deferral election form
                              (in a form provided by the Company) no later than
                              June 30, 2008 or such other time determined by the
                              Company.

                        b.    Deferral elections shall continue in effect until
                              a written election to revoke or change such
                              deferral election is received by the Company,
                              except that a written election to revoke or change
                              such deferral election must be made no later than
                              June 30, 2008 or such other time determined by the
                              Company.

                  (2)   Distributions Pursuant to Deferral Elections. Any Shares
                        or cash (including any gains or losses resulting from
                        the investment of cash during the deferral period and
                        any credits corresponding to dividends pursuant to
                        Section (F)(6)) deferred under this Award Agreement
                        shall be distributed in a single lump-sum distribution
                        on the last business day of the month following the
                        month in which the earliest of the following events
                        occurs (or as soon as administratively practicable
                        thereafter):

                        (i)   the Participant's "Separation from Service" (as
                              defined under Section 409A of the Internal Revenue
                              Code of 1986, as amended, and the regulations and
                              guidance promulgated thereunder ("Section 409A");

                        (ii)  a fixed date specified by the Participant at the
                              time the Participant makes a deferral election,
                              which date may not be prior to the fifth (5th)
                              anniversary of the Payment Date;

                        (iii) the Participant's Disability (as provided in
                              Section F(3) below); or

                        (iv)  the Participant's death.

                        Share deferrals shall be paid in Shares and cash
                        deferrals shall be paid in cash.

                  (3)   Disability. At the time that a Participant elects to
                        defer the receipt of Shares or cash pursuant to Section
                        F(1) above, the Participant shall make an election with
                        respect to the treatment of the deferred Shares or cash
                        in the event of his or her Disability. The Participant
                        may elect (x) to receive distribution of the deferred
                        Shares or cash in the event of his Disability, or (y)
                        notwithstanding his or her Disability, to receive
                        distribution of the deferred Shares or cash upon the
                        occurrence of an event set forth in Subsections
                        F(2)(a)(i), (ii) or (iv) above. For purposes of this
                        Section F, "Disability" shall


                                       5
<PAGE>

                        have the meaning set forth in Section C(1); however, to
                        the extent a "Disability" event does not also constitute
                        a "Disability" as defined in Section 409A, such
                        Disability event shall not constitute a Disability for
                        purposes of this Section F.

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

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

                  (6)   Investments; Dividends. All cash deferrals shall be
                        deemed invested in Shares based on the Fair Market Value
                        of the Shares on the Payment Date. During the period of
                        deferral, the Participant's deferral account shall be
                        credited with regular dividends paid with respect to the
                        deferred Shares. All cash dividends shall be deemed
                        reinvested in Shares based on the Fair Market Value of
                        the Shares on the date the dividend is paid.

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

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

            (G)   Miscellaneous.

                  (1)   The Plan provides a complete description of the terms
                        and conditions governing all Awards granted thereunder.
                        This Award Agreement and the rights of the Participant
                        hereunder are subject to the terms and conditions of the
                        Plan, as amended from time to time, and to such rules
                        and regulations as the Committee may adopt for the
                        administration of the Plan. If there is any


                                       6
<PAGE>

                        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
                        restrictions on any Shares acquired pursuant to
                        Performance Shares as it deems necessary or advisable
                        under applicable securities laws, and/or the rules and
                        regulations of any stock exchange or market upon which
                        such Shares are then listed and/or traded. 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 Performance
                        Shares (other than pursuant to Section F) are intended
                        to comply with the short-term deferral exemption under
                        Section 409A. Notwithstanding the foregoing or any
                        provision of the Plan or this Award Agreement, if the
                        Company determines that such exemption is not applicable
                        to the Performance Shares, 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 Performance
                        Shares will not be subject to taxes, interest and
                        penalties under Section 409A.

                  (5)   Delivery of the Shares underlying the Performance Shares
                        upon settlement shall be subject to the Participant
                        satisfying all applicable federal, state, local and
                        foreign taxes (including the


                                       7
<PAGE>

                        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
                        Performance Shares or otherwise, or (ii) require the
                        Participant to remit to the Company, an amount
                        sufficient to satisfy any applicable taxes required by
                        law. Further, the Company may permit or require the
                        Participant to satisfy, in whole or in part, the tax
                        obligations by withholding Shares that would otherwise
                        be received upon settlement of the Performance Shares.

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

            (H)   Acceptance and Acknowledgement of Award. The financial targets
                  set forth on Exhibit A and as outlined in this Award Agreement
                  must remain confidential. The information in both documents
                  should not be discussed with, shared with, photocopied or
                  distributed to others. Participation in the Plan and the
                  details of the Award are highly confidential and may not be
                  discussed by the Participant with anyone other than the
                  Participant's spouse or immediate family or financial or legal
                  advisors. Breach of this confidentiality condition could
                  affect the amount of the Participant's actual award. By
                  signing and returning this Award Agreement, the Participant is
                  agreeing to all of the terms contained in this Award
                  Agreement, including, but not limited to, the terms related to
                  confidentiality. 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.


                                       8
<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:

            _________________________________________________________
            Participant's Signature                              Date
            (month/day/year)


                                       9
<PAGE>

                                                                       Exhibit A

                        Performance Leverage Factor Grids
                        PERFORMANCE LEVERAGE FACTOR GRID

               Return on Corporate Equity (ROCE) (3-Year Average)

--------------------------------------------------------------------------------
                                                  ROCE                ROCE
                                               Performance         Performance
                                                 Measure*        Leverage Factor
--------------------------------------------------------------------------------
      Minimum                                                          35%
--------------------------------------------------------------------------------
                                                                       50%
--------------------------------------------------------------------------------
                                                                       60%
--------------------------------------------------------------------------------
      Maximum                                                          75%
--------------------------------------------------------------------------------

           Diluted Earnings Per Share (EPS) (Compounded Annual Growth)

--------------------------------------------------------------------------------
                                                   EPS                 EPS
                                               Performance         Performance
                                                 Measure*        Leverage Factor
--------------------------------------------------------------------------------
      Minimum                                                          25%
--------------------------------------------------------------------------------
                                                                       37%
--------------------------------------------------------------------------------
                                                                       50%
--------------------------------------------------------------------------------
                                                                       63%
--------------------------------------------------------------------------------
      Maximum                                                          75%
--------------------------------------------------------------------------------

*For the purpose of this Award Agreement the term "Performance Measure" shall
have the same meaning as "Performance Target" in the Plan.


                                       10