EXHIBIT 10.10

                               THE CIT GROUP, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                             As Amended and Restated
                                January 28, 1999

      The following  constitute the provisions of The CIT Group,  Inc.  Employee
Stock Purchase Plan (the "Plan") of The CIT Group, Inc. (the "Company").

      1. Purpose. The purpose of the Plan is to provide employees of the Company
and its  subsidiaries  with an opportunity to purchase shares of Common Stock of
the Company  through payroll  deductions.  It is the intention of the Company to
have the Plan qualify as an "employee  stock purchase plan" under Section 423 of
the Internal  Revenue Code of 1986, as amended (the "Code").  The  provisions of
the  Plan  shall,   accordingly,   be  construed  so  as  to  extend  and  limit
participation  in a manner  consistent with the  requirements of that section of
the Code.

      2. Definitions.

      (a)  "Account"  shall mean the account  established  for each  Participant
under the Plan.

      (b) "Base Salary"  shall mean an  Employee's  salary or wages for each pay
period during any Offering  Period as determined from the payroll records of the
Company.

      (c) "Board" shall mean the Board of Directors of the Company.

      (d) "Broker" shall mean the brokerage firm designated in Section 9.

      (e)  "Closing  Date"  shall mean the last  business  day of each  Offering
Period.

      (f) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (g)  "Committee"  shall mean the Employee  Benefit Plans  Committee of the
Company.

      (h) "Common  Stock" shall mean the Class A common stock of the Company par
value $.01 per share.

      (i) "Company" shall mean The CIT Group, Inc., a Delaware corporation.

      (j) "Employee"  shall mean any person who is  customarily  employed for at
least twenty (20) hours per week by the Company or a Subsidiary.

      (k)  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,  as
amended.

      (l) "Fair  Market  Value"  shall mean on any day,  with  respect to Common
Stock of the Company which is (a) listed on a United States securities exchange,
the last sales  price of such  stock on such day on the  largest  United  States
securities  exchange  on which such stock  shall have  traded on such day, or if
such day is not a day on which a United States  securities  exchange is open for
trading, on the immediately  preceding day on which such securities exchange was
open, (b) not listed on a United States  securities  exchange but is included in
The NASDAQ Stock Market System (including The NASDAQ National Market),  the last
sales  price on such  system of such stock on such day,  or if such day is not a
trading day, on the immediately  preceding trading day, or (c) neither listed on
a United  States  securities  exchange  nor  included in The NASDAQ Stock Market
System,  the fair market value of such stock as determined  from time to time by
the Board in good faith in its sole discretion.

      (m)  "Offering  Date" shall mean the first  business day of each  Offering
Period.

      (n) "Offering  Period" shall mean each three (3) month period when Options
for shares of Common Stock are offered by the Company.
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      (o) "Option" shall mean the right of a Participant  to purchase  shares of
Common Stock of the Company under the Plan.

      (p) "Participant"  shall mean an Employee of the Company or Subsidiary who
is enrolled in the Plan in accordance with Section 3 hereof.

      (q) "Plan" shall mean The CIT Group, Inc. Employee Stock Purchase Plan.

      (r) "Subsidiary" shall mean a corporation,  domestic or foreign,  of which
not less than fifty  percent  (50%) of the voting shares are held by the Company
or a  Subsidiary,  whether or not such  corporation  now exists or is  hereafter
organized or acquired by the Company or a Subsidiary.

      3. Eligibility.

      (a) As soon as  administratively  possible,  any  Employee  who  shall  be
employed  by the  Company  or  one of its  Subsidiaries  shall  be  eligible  to
participate  in the Plan as of the date of the first Offering  Period  following
the Employee's commencement of employment with the Company or a Subsidiary.

      (b)  Any  provisions  of the  Plan  to the  contrary  notwithstanding,  no
Employee shall be granted an Option under the Plan (i) if, immediately after the
grant,  such  Employee  would own  shares of  Common  Stock or hold  outstanding
options to purchase shares of Common Stock  possessing five percent (5%) or more
of the total  combined  voting  power or value of all  classes  of shares of the
Company or of any Subsidiary of the Company,  or (ii) which causes him or her to
purchase  shares of Common Stock under all employee  stock purchase plans of the
Company  and its  Subsidiaries  which have a Fair  Market  Value  which  exceeds
Twenty-Five  Thousand Dollars  ($25,000)  (determined at the time such Option is
granted) for each calendar year in which such Option is outstanding at any time.

      4. Offering  Dates.  The Plan shall be implemented by one offering  during
each  three (3) month  period  (calendar  quarter)  of the Plan,  commencing  on
October 1, 1998, and continuing  thereafter  until terminated in accordance with
Section 21  hereof.  The  Offering  Periods  for each  calendar  quarter  are as
follows:

                         October 1 - December 31

                         January 1 - March 31

                         April 1 - June 30

                         July 1 - September 30

      The  Committee  shall have the power to change the  duration  of  Offering
Periods with respect to future offerings  without  shareholder  approval if such
change is announced at least fifteen (15) days prior to the scheduled  beginning
of the first Offering Period to be affected.

      5.  Participation.  An eligible  Employee may become a Participant  in the
Plan by authorizing  payroll  deductions in such form or manner as the Committee
may prescribe  prior to the applicable  Offering  Date.  Once  authorized,  such
authorization  for payroll  deductions shall commence on the first Offering Date
after  authorization  is effected and shall remain  effective for all subsequent
Offering  Periods until the  Participant  withdraws from the Plan as provided in
Section 11 hereof or,  subject to Section 6 hereof,  authorizes  a change in the
amount of his or her payroll deductions.

      6. Payroll Deductions.

      (a) At the time a Participant  authorizes  payroll  deductions,  he or she
shall elect to have payroll  deductions  made on each payday  during  subsequent
Offering  Periods at a rate  between one percent  (1%) and ten percent  (10%) of
Base Salary (such percentage representing a whole number percentage).

      (b) All payroll  deductions made by a Participant shall be credited to his
or her  Account  under  the  Plan.  A  Participant  may not make any  additional
payments into such Account.

      (c) A  Participant  may  increase or  decrease  his or her rate of payroll
deductions  (within  the  limitations  set forth in Section  6(a)  hereof) to be
effective  for the next  Offering  Period by  authorizing  a new rate of payroll


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deductions  at least  fifteen (15) days before the  beginning  of such  Offering
Period.  A  Participant  may not  increase  or  decrease  the  rate  of  payroll
deductions during an Offering Period to be effective for that Offering Period.

      (d) A Participant must continue payroll deductions for the duration of the
Offering  Period in order to exercise  an Option in  accordance  with  Section 8
hereof. In the event that a Participant does not continue payroll deductions for
the entire Offering  Period,  such  Participant  shall be treated as withdrawing
from such Offering Period in accordance with Section 11(a) hereof.

      7. Grant of Option.

      (a) On each Offering Date,  each eligible  Employee  participating  in the
Plan shall be granted an Option to purchase (at the per share  Option  price) up
to a number of shares of the Company's  Common Stock  determined by dividing the
Employee's to be accumulated  payroll  deductions (not to exceed an amount equal
to ten percent  (10%) of his or her Base Salary during the  applicable  Offering
Period) by the option price, determined in accordance with this Section 7.

      (b) Subject to Sections 7(c) and 7(d),  the Option price per share of such
shares of Common Stock shall be the lesser of (i)  eighty-five  percent (85%) of
the Fair Market  Value of a share of Common Stock of the Company on the Offering
Date or (ii)  eighty-five  percent  (85%) of the Fair Market Value of a share of
Common Stock of the Company on the Closing Date.

      (c)  Effective for the Offering  Period  commencing  January 1, 1999,  the
option price per share of such shares of Common Stock shall be the lesser of (i)
the higher of (A) eighty-five  percent (85%) of the Fair Market Value of a share
of Common Stock of the Company on the Offering Date or (B)  eighty-five  percent
(85%) of the Fair  Market  Value of a share of Common  Stock of the  Company  on
January 28, 1999 or (ii) eighty-five percent (85%) of the Fair Market Value of a
share of Common Stock of the Company on the Closing Date.

      (d) Effective for the Offering  Period  commencing on October 1, 1998, the
option  price per share of such  shares of  Common  Stock  shall be  eighty-five
percent (85%) of the Fair Market Value of a share of Common Stock of the Company
on the Closing Date.

      8.  Exercise of Option.  Unless a Participant  withdraws  from the Plan as
provided in Section 11 hereof,  his or her Option for the  purchase of shares of
Common  Stock will be  exercised  automatically  on the  Closing  Date,  and the
maximum  number of whole and  fractional  shares  (rounded  to the  nearest  ten
thousandth)  of Common Stock  subject to the Option will be purchased for him or
her at the applicable  Option price with the accumulated  payroll  deductions in
his or her  Account.  During  his or her  lifetime,  a  Participant's  Option to
purchase shares of Common Stock hereunder is exercisable only by him or her.

      9.  Designation  of Broker and  Participant's  Account  with  Broker.  The
Company has  designated  Morgan  Stanley Dean Witter & Co. and its affiliates to
open and  maintain an Account for each  Participant.  The Company  reserves  the
right  to  change  such   designation  at  any  time  without  prior  notice  to
Participants  and the Broker has reserved the right to terminate its services as
Broker under the Plan at any time. The Broker shall deliver to each  Participant
as promptly as practicable, by mail or otherwise, all notices of meetings, proxy
statements and other materials  distributed by the Company to its  shareholders.
The whole and fractional shares in each Participant's  Account shall be voted in
accordance with the  Participant's  signed proxy  instructions duly delivered to
the Broker by mail or  otherwise,  in  accordance  with the rules  applicable to
stock listed on the New York Stock Exchange.

      10. Delivery of  Certificates.  A Participant  may request,  in accordance
with  Section  22  hereof,  that  the  Company  arrange  for the  delivery  of a
certificate  representing  the  number of whole  shares  of Common  Stock of the
Company  purchased  upon  exercise  of the  Participant's  Option as promptly as
practicable  after each Closing Date. A Participant may not require delivery for
a fractional share, but may instruct the Broker to sell the fractional share. In
connection  with the delivery of  certificates  to a Participant,  the Committee
may, in its sole discretion, impose a reasonable charge.


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<PAGE>

      11. Withdrawal; Termination of Employment.

      (a) A  Participant  may  withdraw  all but not less  than all the  payroll
deductions  credited to his or her  Account  under the Plan at any time prior to
the Closing Date by giving notice to the Committee in such form or manner as the
Committee may prescribe. All of the Participant's payroll deductions credited to
his or her  Account  will be  paid  to him or her as  soon  as  administratively
possible  after receipt of his or her notice of withdrawal and his or her Option
for the current Offering Period will be automatically terminated, and no further
payroll  deductions  for the  purchase  of shares of Common  Stock  will be made
during such Offering Period.

      (b) Upon termination of the Participant's  employment prior to the Closing
Date for any reason,  including  retirement  or death,  the  payroll  deductions
credited to his or her Account will be returned to him or her or, in the case of
his or her death,  to the person or persons  entitled  thereto  under Section 16
hereof,  as soon as  administratively  possible,  and his or her Option  will be
automatically terminated.

      (c) In the event an Employee fails to remain in the  continuous  employ of
the Company or one of its  Subsidiaries  for at least twenty (20) hours per week
during the  Offering  Period in which the employee is a  Participant,  he or she
will be  deemed  to have  elected  to  withdraw  from the  Plan and the  payroll
deductions credited to his or her Account will be returned to him or her as soon
as administratively possible and his or her Option will be terminated.

      (d) A  Participant's  withdrawal from an Offering Period will not have any
effect upon his or her eligibility to participate in a succeeding offering or in
any similar plan which may hereafter be adopted by the Company. However, in such
a case, the Participant must authorize the resumption of payroll  deductions and
the rate of such payroll deductions.

      12. No Interest.  No interest shall accrue on the payroll  deductions held
in the Account of a Participant in the Plan.

      13. Stock.

      (a) The  maximum  number of shares of  Common  Stock  which  shall be made
available  for sale under the Plan  shall be five  hundred  thousand  (500,000),
subject to adjustment upon changes in  capitalization of the Company as provided
in  Section 20 hereof.  The  shares of Common  Stock to be sold to  Participants
under the Plan may, at the election of the Company,  be either treasury  shares,
authorized but unissued shares or publicly traded shares.  If at the termination
of any  Offering  Period the total  number of shares of Common Stock which would
otherwise be subject to Options granted  pursuant to Section 7(a) hereof exceeds
the  number of  shares of Common  Stock  then  available  under the Plan  (after
deduction of all shares of Common Stock for which Options have been exercised or
are then outstanding),  the Company shall promptly notify the Participants,  and
shall,  in its sole  discretion (i) make a pro rata  allocation of the shares of
Common  Stock  remaining  available  for Option  grant in as uniform a manner as
shall be practicable and as it shall  determine to be equitable,  (ii) terminate
the  Offering  Period  without  issuance of any shares of Common  Stock or (iii)
obtain  shareholder  approval  for an increase in the number of shares of Common
Stock  authorized  under the Plan such that all Options  could be  exercised  in
full.  The Company may delay  determining  which of (i),  (ii) or (iii) above it
shall decide to effect,  and may  accordingly  delay  issuances of any shares of
Common  Stock under the Plan for such time as is  necessary to attempt to obtain
shareholder approval for any increase in shares of Common Stock authorized under
the Plan. The Company shall promptly notify Participants of its determination to
effect (i), (ii) or (iii) above upon making such  decision.  A  Participant  may
withdraw all but not less than all the payroll deductions credited to his or her
Account under the Plan at any time prior to such  notification from the Company.
In the event  the  Company  determines  to effect  (i) or (ii)  above,  it shall
promptly  upon  such  determination  return  to  each  Participant  all  payroll
deductions not applied towards the purchase of shares of Common Stock.

      (b) The  Participant  will have no interest  or voting  right in shares of
Common Stock covered by his or her Option until such Option has been exercised.

      (c) Shares of Common Stock to be delivered to a Participant under the Plan
shall be registered in the name of the Participant.


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<PAGE>

      14. Dividends.  Cash dividends for shares of Common Stock in Participants'
Accounts under the Plan shall not be distributed to Participants  directly,  but
shall be  automatically  invested  in shares  of  Common  Stock at the full Fair
Market Value on the date of such investment as soon as administratively possible
after such  dividends are paid by the Company.  Such shares of Common Stock will
be held in Accounts under the Plan.

      15. Administration.  The Plan shall be administered by the Committee.  The
administration, interpretation or application of the Plan by the Committee shall
be final, conclusive and binding upon all Participants.

      16.  Designation of Beneficiary.  The beneficiary or  beneficiaries of the
Participant  to receive any shares of Common  Stock and cash,  if any,  from the
Participant's  Account under the Plan in the event of such  Participant's  death
prior to delivery to him or her of such shares of Common Stock and cash shall be
determined  under the Company's Group Life Insurance  Plan. A Participant  under
the Plan may,  from  time to time,  name any  beneficiary  or  beneficiaries  to
receive  any shares of Common  Stock and cash,  if any,  from the  Participant's
Account  under  the  Plan.  Each  such   designation   shall  revoke  all  prior
designations by the same Participant, including the beneficiary designated under
the Company's  Group Life Insurance  Plan, and will be effective only when filed
by the  Participant  in writing (in such form or manner as may be  prescribed by
the Committee) with the Company during the Participant's lifetime.

      17.   Transferability.   Neither   payroll   deductions   credited   to  a
Participant's Account nor any rights with regard to the exercise of an Option or
to receive  shares of Common Stock under the Plan may be assigned,  transferred,
pledged or  otherwise  disposed of in any way (other  than by will,  the laws of
descent  and   distribution  or  as  provided  in  Section  16  hereof)  by  the
Participant.  Any  such  attempt  at  assignment,   transfer,  pledge  or  other
disposition shall be without effect,  except that the Company may treat such act
as an election to withdraw funds in accordance with Section 11 hereof.

      18. No  Segregation  of Funds.  The  Company  shall  not be  obligated  to
segregate  payroll  deductions  received or held by the Company  under the Plan.
Such payroll  deductions  shall be used to purchase shares of Common Stock under
the Plan in accordance with Section 8 hereof.

      19. Reports.  Individual  Accounts will be maintained for each Participant
in the  Plan.  Statements  of  Account  will be given to  Participants  within a
reasonable period of time following each Closing Date.

      20.  Adjustments Upon Changes in  Capitalization.  Subject to any required
action by the shareholders of the Company,  the number of shares of Common Stock
covered by each Option under the Plan which have not yet been  exercised and the
number of shares of Common Stock which have been  authorized  for issuance under
the  Plan  but  have  not  yet  been  placed  under  Option  (collectively,  the
"Reserves"),  as well as the price per share of  Common  Stock  covered  by each
Option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting from a stock split or the payment of a stock dividend (but only
on the Common  Stock) or any other  increase or decrease in the number of shares
of Common  Stock  effected  without  receipt of  consideration  by the  Company;
provided,  however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected  without  receipt of  consideration".
Such adjustment shall be made by the Board, whose  determination in that respect
shall be final, binding and conclusive.  Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities  convertible
into or  exercisable  for shares of stock of any  class,  shall  affect,  and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

      The Board may, if it so determines in the exercise of its sole discretion,
also make  provision for adjusting the Reserves,  as well as the price per share
of Common Stock covered by each outstanding  Option under the Plan, in the event
that the Company effects one or more reorganizations,  recapitalizations, rights
offerings or other increases or reductions of shares of its  outstanding  Common
Stock,  and in the event of the Company being  consolidated  with or merged into
any other corporation.

      21. Amendment and Termination of the Plan.

      (a) Amendment and Termination. The Committee may at any time amend, alter,
suspend or  discontinue  the Plan, but no amendment,  alteration,  suspension or
discontinuation  shall be made which would impair the rights of any  Participant
under any Option theretofore granted without his or her consent.


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      (b)  Shareholder   Approval  of  Amendments.   The  Company  shall  obtain
shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Rule 16b-3 promulgated under the Exchange Act or with Section 423
of the Code (or any successor  statute or rule or other  applicable law, rule or
regulation),  such  shareholder  approval to be obtained in such a manner and to
such a degree as is required by the applicable law, rule or regulation.

      (c) Effect of Amendment or Termination.  Any such amendment or termination
of the Plan shall not affect Options already granted  hereunder and such Options
shall  remain in full force and  effect as if this Plan had not been  amended or
terminated.

      22. Notices.  All notices or other  communications by a Participant to the
Company under or in  connection  with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location,  or by
the person,  designated by the Company for the receipt  thereof.  All notices or
other  communications  to a  Participant  by the Company shall be deemed to have
been duly given when sent by the  Company by regular  mail to the address of the
Participant on the human resources records of the Company.

      23.  Conditions Upon Issuance of Shares of Common Stock.  Shares of Common
Stock shall not be issued with respect to an Option  unless the exercise of such
Option and the issuance  and  delivery of such shares of Common  Stock  pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign,
including,  without  limitation,  the  Securities  Act of 1933, as amended,  the
Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,  and  the
requirements of any stock exchange or automated  quotation system upon which the
shares of  Common  Stock may then be  listed  or  quoted,  and shall be  further
subject  to the  approval  of  counsel  for the  Company  with  respect  to such
compliance.

      As a condition to the  exercise of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the shares of Common Stock are being purchased only for investment
and without any present  intention to sell or  distribute  such shares of Common
Stock if, in the opinion of counsel for the Company,  such a  representation  is
required by any of the aforementioned applicable provisions of law.

      24. No Contract of Employment.  The Plan is not and shall not be deemed to
constitute  a contract of  employment  between  the Company and any  Employee or
other  individual,  nor shall  anything  herein  contained be deemed to give any
Employee or other individual any right to be retained in the Company's employ or
to in any way limit or restrict the  Company's  right or power to discharge  any
Employee or other  individual at any time and to treat him without any regard to
the effect  which such  treatment  might have upon him as a  Participant  of the
Plan.

      25.  Governing  Law. The Plan shall be construed  in  accordance  with and
governed by the laws of the state of New York.

      26.  Effective Date and Approval of Plan by  Shareholders.  The Plan shall
become effective on October 1, 1998, subject however,  to receipt of approval of
the Plan by shareholders of the Company in accordance with Section  423(b)(2) of
the Code.


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