Albert R. Gamper, Jr.          The CIT Group, Inc.            T: 973 740-5395
Chairman, President and        650 CIT Drive                  F: 973 740-5772
Chief Executive Officer        Livingston, NJ 07039-5795      al.gamper@cit.com

CIT [LOGO]

                                              September 13, 2000

Mr. Joseph M. Leone
978 Arapaho Trail
Franklin Lakes, NJ 07417

Dear Joe,

      The purpose of this letter  agreement (the  "Employment  Agreement") is to
set forth the terms and conditions of your employment  with The CIT Group,  Inc.
(the "Company") as follows:

      1. Term.  This  Employment  Agreement will be effective as of September 1,
2000 (the "Effective Date"). The term of this Employment  Agreement (the "Term")
will begin on the Effective Date and, except as otherwise  provided in paragraph
4 below, end on December 31, 2002. This Employment Agreement and the Term may be
extended for one (1) or more additional  periods by written  agreement signed by
you and the Company at any time prior to the end of the Term then in effect.

      2. Duties.  During the Term, you will serve in such  capacities and devote
substantially  all of your  business  time and  energies to the  business of the
Company and faithfully,  diligently and competently  perform such duties, as are
assigned to you by the Chief  Executive  Officer of the  Company  (the "CEO") or
pursuant to his delegation.

      3.  Compensation  and  Benefits.  In full  consideration  for all services
rendered  by you in all  capacities  during  the  Term,  you  will  receive  the
following compensation and benefits:

            (a) Base Salary.  An annual base salary ("Base  Salary") of not less
than the amount  you  received  immediately  prior to the  commencement  of this
current  Employment  Agreement  payable in accordance with the customary payroll
practices of the Company.  Your Base Salary and performance  will be reviewed by
the CEO or pursuant to his delegation during the Term pursuant to normal Company
practices.  Your Base Salary may be increased  (but not reduced) by the CEO from
time to time, based upon your performance and responsibilities,  pursuant to the
Company's standard procedures for salary adjustments.


<PAGE>

            (b)  Bonuses.  You  will  participate  in all  executive  bonus  and
incentive compensation plans (collectively,  "Incentive Plans") now or hereafter
maintained by the Company for which your level of employment  makes you eligible
in accordance with the Company's policies and the terms of such Incentive Plans.

            (c)  Expense  Reimbursement.  The  Company  will  reimburse  you, in
accordance with applicable  policies and practices of the Company in effect from
time to time, for your ordinary and necessary business expenses.

            (d) Other  Benefits.  You will be  eligible  to  participate  in all
employee retirement and welfare benefit plans now or hereafter  maintained by or
on behalf of the Company,  including the Company's Executive Retirement Plan and
receive all fringe benefits,  vacations and supplemental  pension benefits,  for
which  your  level of  employment  makes you  eligible  in  accordance  with the
Company's policies and the terms of such plans.

            (e) Modifications.  The Company may at any time or from time to time
amend,  modify,  suspend or  terminate  any bonus or incentive  compensation  or
employee benefit plans or programs provided hereunder for any reason and without
your consent;  provided that,  without your consent,  the Company may not reduce
the aggregate  value of the employee  benefit plans or programs  provided to you
hereunder  unless  such  reduction  is  consistent  with  reductions   affecting
similarly situated employees of the Company.

      4. Termination of Your Employment.

            (a) By the Company. The Company may terminate your employment in its
sole discretion at any time during the Term, with or without Cause, upon fifteen
(15) days prior notice by the Company to you.  For  purposes of this  Employment
Agreement,  "Cause"  means any of the  following:  (1)  action by you  involving
willful malfeasance in connection with the performance of your duties hereunder,
(2) your  unreasonable  neglect  or  refusal to  perform  the  executive  duties
assigned to you under this Employment  Agreement,  (3) your being convicted of a
crime  constituting a felony under federal or applicable state or local law, (4)
your engaging in any activity that is directly or indirectly in competition with
the Company or any  affiliate  or in any  activity  that is inimical to the best
interests  of  the  Company  or any  affiliate,  or (5)  your  violation  of the
Company's  policy covering  standards of corporate  conduct as determined by the
Company's CEO. If the Company  terminates  your  employment  for Cause,  all the
Company's  obligations under this Employment Agreement shall thereupon cease and
terminate, except for those amounts specified in paragraph 5(a)(2).


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<PAGE>

            (b) By You. You may terminate  your  employment  with the Company at
any time during the Term,  with or without Good  Reason,  upon fifteen (15) days
prior notice by you to the Company.  For purposes of this Employment  Agreement,
"Good Reason" means (1) the assignment to you of duties and responsibilities not
commensurate  with your status as a senior  executive  of the  Company,  (2) the
failure of the Company to provide compensation and benefits to you at the levels
required herein, (3) following a Change of Control as defined in paragraph 7(d),
you are required by the Company,  or if applicable a Subsidiary,  or a successor
to the Company or a  Subsidiary,  without  your consent to relocate or perform a
significant  portion of your duties under this  Employment  Agreement  outside a
fifty (50) mile radius from your present principal place of employment,  (4) the
failure of the Company to adhere in any  substantial  manner to any of its other
covenants  herein,  or (5) the  failure  of the  Company  to offer to renew this
Employment  Agreement  on the terms and  conditions  (including  payment of base
salary and  participation  in Incentive Plans and benefit  programs) at least as
favorable in the final year of your last Employment  Agreement,  unless,  at the
time of the Company's failure to offer to renew this Employment  Agreement,  you
have reached the age of 65 and you can be lawfully required to retire.

      5. Severance Payment.

            (a) Without Cause and Good Reason  Termination.  If during the Term,
the Company  terminates  your  employment  without Cause or you  terminate  your
employment for Good Reason,  all  compensation  payable to you under paragraph 3
hereof will cease as of the effective date of such termination (the "Termination
Date") and the Company will pay to you, subject to paragraph 6 and, with respect
to paragraphs 5(a)(1), (3) and (4) subject to the condition that you execute and
deliver to the Company an  effective  general  release of any and all claims you
have or may have  against  the  Company as of the  Termination  Date,  in a form
prepared by the Company, the following:

                  (1)   An amount  equal to two (2) times your then current Base
                        Salary plus two (2) times the average  annual  bonus you
                        received in the prior two (2) years under The CIT Group,
                        Inc. Bonus Plan, plus a pro-rata annual bonus amount for
                        that  portion  of the bonus  year up to the  Termination
                        Date, based on the average annual bonus, if any, paid in
                        the  prior two (2) full  years.  This  payment  shall be
                        payable   fifty  percent  (50%)  in  twelve  (12)  equal
                        installments  at the  end of  each  of the  twelve  (12)
                        months following the Termination Date, and fifty percent
                        (50%)  in  a  lump  sum  on  the   anniversary   of  the
                        Termination Date. If, however,  prior to the anniversary
                        of the Termination Date, you violate the noncompetition


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<PAGE>

                        provisions of paragraph  6(b)(i),  then the Company will
                        have no  obligation  to make  any of the  payments  that
                        remain  payable  by the  Company  under  this  paragraph
                        5(a)(1)  on  or  after  the  date  of  such   violation.
                        Notwithstanding   the   provisions  of  this   paragraph
                        5(a)(1), if you have received,  are scheduled to receive
                        or are otherwise  eligible to receive all or any portion
                        of a "Special Payment" in accordance with paragraph 7(b)
                        below,  the amount  payable to you under this  paragraph
                        5(a)(1)  shall be reduced by the amount of such "Special
                        Payment" paid or payable to you under paragraph 7(b).

                  (2)   All  previously  earned  and  accrued  entitlements  and
                        benefits   from   the   Company,   including   any  such
                        entitlements  and benefits under the Company's  pension,
                        disability,  life insurance and medical plans,  policies
                        and programs.

                  (3)   (a)  Continued  benefit  coverage  which  permits you to
                        continue  to  receive,   for  two  (2)  years  from  the
                        Termination  Date,  at  the  Company's   expense,   life
                        insurance and medical, dental and disability benefits at
                        least comparable to those provided by the Company to you
                        on the  Termination  Date,  provided  that such benefits
                        shall  cease  if  you  obtain  other   employment   with
                        comparable  benefits,  as determined by the Company; and
                        (b) two (2) years  additional  benefit  service  and age
                        credit  under  the  Company's  Retirement  Plan  and the
                        Executive Retirement Plan, except that to the extent you
                        participate  in the cash balance  arrangement  under the
                        Company's Retirement Plan, rather than receiving two (2)
                        years  additional  benefit  service and age credit under
                        the Company's Retirement Plan, your cash balance account
                        will be increased as of the  Termination  Date as if you
                        had received two (2) years of  additional  contributions
                        based on your  compensation as of the Termination  Date.
                        (The amount of any  benefit  payable as a result of such
                        two (2) year additional  service and age credit shall be
                        paid from the applicable  benefit or retirement  plan as
                        permitted by the provisions of such


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<PAGE>

                        applicable  benefit or retirement  plan and the Code, or
                        in the  event not paid from the  applicable  benefit  or
                        retirement  plan,  such  benefit  shall  be  paid by the
                        Company).

                  (4)   Outplacement  services, not to exceed a reasonable cost,
                        until such time as you accept new employment.

                  (5)   Any awards  due to you under the terms of the  Company's
                        Long-Term  Equity  Compensation  Plan (the "ECP") or any
                        successor plan as may have been hereafter adopted by the
                        Company. Upon such payment, all of your rights under all
                        such plans will then terminate.

                  (6)   All  benefits   payable  to  you  under  the  terms  and
                        conditions of the Company's  Executive  Retirement Plan,
                        if any.

      All of the amounts and  benefits to be provided  pursuant to clauses  (3),
(4), (5) and (6) above shall be provided without duplication for the amounts and
benefits to be provided pursuant to clause (2) above.

            (b) For Cause Termination or Termination By You Without Good Reason.
If your  employment  is  terminated by the Company for Cause or if you terminate
your employment for any reason other than Good Reason, you will receive only the
amounts specified in paragraph 5(a)(2).

            (c)  Death  or  Disability.  In the  event  of  your  death  or your
disability due to physical or mental illness or other  disability  which renders
you  unable,  on other than a  temporary  basis,  to perform  the duties of your
employment,  the Term will  terminate as of the date of your death or disability
and you or your  beneficiary  will receive the benefits  specified in paragraphs
5(a)(2),(5)  and (6) plus an amount  equal to your Base  Salary on such date for
one (1) year.  Disability  will be  determined in a manner  consistent  with the
Company's Long-Term Disability Plan.

      6. Confidentiality and Competitive Activity.

            (a) Confidential information. You acknowledge that you have acquired
and will continue to acquire during the Term, confidential information regarding
the business of the Company,  Dai-Ichi Kangyo Bank ("DKB") and their  respective
subsidiaries and affiliates.  Accordingly,  you agree that,  without the written
consent of the Board,  you will not, at any time,  disclose to any  unauthorized
person or otherwise  use any such  confidential  information.  For this purpose,
confidential


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<PAGE>

information means non-public information concerning the financial data, business
strategies,  product development (and proprietary product data), customer lists,
marketing plans, and other proprietary information concerning the Company or DKB
and their  respective  subsidiaries  and  affiliates,  except for specific items
which have become  publicly  available  other than as a result of your breach of
this Employment Agreement.

            (b) Competition and Solicitation.  If (1) you resign with or without
Good Reason,  (2) your  employment  is terminated by the Company with or without
Cause,  (3) you retire under the terms of the Company's  Retirement Plan, or (4)
solely for the purposes of (ii) below,  you resign  following the  expiration of
this Employment Agreement,  then for one (1) year after the Termination Date, in
the case of clause (i) below, and for two (2) years after the Termination  Date,
in the case of clause (ii) below,  you will not,  without the written consent of
the Board, directly or indirectly,  (i) knowingly engage or be interested in (as
owner, partner,  stockholder,  employee, director, officer, agent, consultant or
otherwise),  with or without compensation,  any business in the United States or
Canada  which  is in  competition  with  any  line of  business  actively  being
conducted  on the  Termination  Date by the Company or any of its  subsidiaries;
provided that if your  employment  has been  terminated  by the Company  without
Cause or you have  terminated  your employment with the Company for Good Reason,
you may so compete in which event you shall forfeit your right to receive future
severance  payments pursuant to paragraph 5(a)(1) hereof and (ii) whether or not
your termination of employment  occurred without Cause or for Good Reason,  hire
any  person  who was  employed  by the  Company  or any of its  subsidiaries  or
affiliates (other than persons employed in a clerical or other  non-professional
position) within the six-(6)month period  preceding the date of such hiring,  or
solicit, entice, persuade or induce any person or entity doing business with the
Company or DKB and their respective  subsidiaries  and affiliates,  to terminate
such  relationship  or to refrain from  extending or renewing the same.  Nothing
herein,  however,  will prohibit you from acquiring or holding not more than one
percent (1%) of any class of publicly  traded  securities of any such  business;
provided  that such  securities  entitle you to no more than one percent (1%) of
the total  outstanding  votes  entitled  to be cast by  securityholders  of such
business in matters on which such securityholders are entitled to vote.

            (c) Remedy for Breach. You hereby acknowledge that the provisions of
this paragraph 6 are reasonable and necessary for the protection of the Company,
DKB, and their respective subsidiaries and affiliates.  In addition, you further
acknowledge  that  the  Company,  DKB  and  their  respective  subsidiaries  and
affiliates  will be irrevocably  damaged if such covenants are not  specifically
enforced.  Accordingly, you agree that, in addition to any other relief to which
the Company  may be  entitled,  the Company  will be entitled to seek and obtain
injunctive  relief  (without  the  requirement  of any  bond)  from a  court  of
competent  jurisdiction  for the purposes of restraining  you from any actual or
threatened  breach of such  covenants.  In  addition,  and without  limiting the
Company's other remedies, in the event of any


                                       6
<PAGE>

breach by you of such covenants,  the Company will have no obligation to pay any
of the amounts that remain payable by the Company under paragraph 5(a)(1).

            (d) Enforceability. If a court determines that any of the provisions
of this paragraph 6 are  unenforceable  because of the duration or  geographical
scope of such provisions, the parties hereto agree that the duration or scope of
such  provisions,  as the case may be,  shall be reduced so that such  provision
becomes  enforceable  and, in its reduced  form,  such  provision  shall then be
enforceable and shall be enforced.

      7. Change of Control.

            (a)  Contract  Extension.  If during the Term, a "Change of Control"
occurs  as  defined  in  paragraph  7(d),  the  Term  of your  employment  shall
automatically  be extended until the second  anniversary  date of such Change of
Control.

            (b) Special  Payment.  In addition to the  compensation and benefits
already required under the provisions of your Employment Agreement, if while you
are an active  employee of the Company,  a Change of Control  should occur on or
prior to December 31, 2002,  you will  receive a special  payment (the  "Special
Payment"). The amount of such Special Payment shall equal the sum of your annual
bonuses, if any, for the two (2) immediately  preceding calendar years under The
CIT Group,  Inc.  Bonus Plan and will be payable  over a two (2) year  period as
follows:  one-third (1/3) of the payment shall be paid to you within thirty (30)
days after the date of the Change of Control;  one-third  (1/3) shall be paid to
you on or before  the first  anniversary  date of such  Change of  Control;  and
one-third (1/3) shall be paid to you on or before the second anniversary date of
such Change of Control, provided,  however, the Company, in its sole discretion,
may accelerate the payment of all or any part of the Special Payment  determined
in accordance with this paragraph 7(b). Notwithstanding the foregoing provisions
of this paragraph,  all or any part of such Special Payment shall not be payable
to you if during the two (2) year period  commencing  on the date of a Change of
Control,  and ending on the second anniversary of such date: (1) your employment
is  involuntarily  terminated  by the  Company  for  "Cause"  as  defined in the
Employment Agreement;  (2) you voluntarily terminate employment with the Company
for any reason other than "Good Reason" as defined in the Employment  Agreement;
or (3) you breach any confidentiality or competition  covenant under paragraph 6
of the Employment Agreement.  For purposes of this paragraph 7(b), a termination
of your  employment  on account of your death,  disability  or  retirement on or
after age fifty-five (55) under the terms of the Company's Retirement Plan shall
constitute  a  termination  for "Good  Reason."  In the  absence  of a  separate
beneficiary  designation,  your beneficiary  under the Group Life Insurance Plan
will receive any Special Payment remaining to be paid upon your death.


                                       7
<PAGE>

            (c)  Awards  Granted  Under the ECP.  Upon a Change of  Control  (as
defined in paragraph  7(d)),  (1) all Awards  granted under The CIT Group,  Inc.
Long-Term  Equity   Compensation   Plan  (the  "Plan")  shall  vest  and  become
exercisable;  (2) any Period of  Restriction  (as defined in the Plan) and other
restrictions  imposed on Restricted  Stock (as defined in the Plan) shall lapse;
and (3) the  Performance  Target (as  defined  in the Plan) with  respect to all
outstanding  Awards  shall be  deemed  to have  been  attained  upon a Change of
Control.

            (d) Change of  Control  Defined.  For  purposes  of this  Employment
Agreement,  a "Change of Control"  shall be deemed to have  occurred if: (1) any
Person or Group other than DKB or an  Affiliate  becomes the  Beneficial  Owner,
directly or  indirectly,  of securities  representing a majority of the combined
voting power of the Company's then outstanding  securities generally entitled to
vote for the  election of directors  (capitalized  terms not  otherwise  defined
herein  are used as  defined  under  the  Securities  Exchange  Act of 1934,  as
amended,  and the rules and  regulations  promulgated  thereunder);  or (2) as a
result of a cash tender offer,  merger or other business  combination,  sales of
assets or contested election,  or any combination of the foregoing  transactions
(a  "Transaction"),  the  combination  of the persons who were  directors of the
Company  immediately  before the  Transaction,  and  persons  designated  by the
persons who were directors of the Company  immediately  before the  transaction,
shall  cease to  constitute  a  majority  of the Board of the  Company or of any
successor to the Company.  Notwithstanding  the  foregoing,  a Change of Control
resulting from a Change of Control of DKB shall not require the extension of the
Term hereunder.

      8. Miscellaneous.

      (a) Survival;  Notices.  The obligations of the Company in paragraph 5 and
your  obligations in paragraph 6 will survive the termination of this Employment
Agreement.  Any  notice,  consent  or  other  communication  made  or  given  in
connection with this Employment  Agreement will be in writing and will be deemed
to have been duly given when  delivered  or five (5) days after mailed by United
States registered or certified mail, return receipt requested, to the parties at
the address set forth on the first page of this Employment Agreement (attention:
General Counsel, if to the Company).

            (b) Entire  Agreement.  This  Employment  Agreement  supersedes  and
renders null and void any and all existing agreements and understandings between
you and the Company or any of its  subsidiaries  or  affiliates  relating to the
terms and conditions of your employment.

            (c)  Amendments  and  Waivers.  No  provisions  of  this  Employment
Agreement may be amended,  modified, waived or discharged except as agreed to in
writing by you and the  Company.  The  failure of a party to insist  upon strict
adherence to any term of this Employment Agreement on any occasion will not


                                       8
<PAGE>

be considered a waiver thereof or deprive that party of the right  thereafter to
insist upon strict  adherence to that term or any other term of this  Employment
Agreement.

            (d) Successors.  This Employment Agreement shall be binding upon and
inure to the  benefit of you and the Company and its  successors  and  permitted
assigns.  Neither this Employment Agreement nor any of the rights of the parties
hereunder  may be assigned by either  party  hereto  except that the Company may
assign its rights and  obligations  hereunder to a  corporation  or other entity
that acquires  substantially  all of its assets.  Any  assignment or transfer of
this Employment Agreement in violation of the foregoing provisions will be void.

            (e) Governing Law. This Employment Agreement will be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed in that State.

            (f) Legal Counsel;  Offsets and Reductions.  In the event you obtain
legal  counsel to enforce  your  rights  under this  Employment  Agreement,  the
Company  will pay your  reasonable  legal fees if you recover any amount on such
claim.  Except as provided  herein,  if your  employment  is  terminated  by the
Company,  your  severance  shall not be subject to any offsets or reductions for
your  subsequently  earned  income  or  reduction  by reason of any claim by the
Company.

            (g) Severability.  If any provision of this Employment  Agreement is
invalid or unenforceable,  the balance of this Employment  Agreement will remain
in effect,  and if such provision is inapplicable to any person or circumstance,
it will nevertheless remain applicable to all other persons and circumstances.

            (h)  Withholding.  The Company is  authorized  to withhold  from any
benefit  provided or payment due hereunder the amount of  withholding  taxes due
any federal, state, or local authority in respect of such benefit or payment and
to take such other  action as may be  necessary in the opinion of the Company to
satisfy all obligations for the payment of such withholding taxes.

            (i) Tax Gross-Up. In the event that any payment made to you pursuant
to this  Employment  Agreement with the Company  becomes subject to excise taxes
under  Section 4999 of the Code,  the Company will pay to you the amount of such
excise taxes plus all federal, state and local taxes applicable to the Company's
payment of such excise taxes  including  any  additional  excise taxes due under
Section  4999 of the  Code  with  respect  to  payments  made  pursuant  to this
Employment Agreement.

      The  determination  of amounts  required to be paid under this  Employment
Agreement  shall  be made by an  independent  auditor  selected  and paid by the
Company. Such independent auditor shall be a nationally recognized United


                                       9
<PAGE>

States public accounting firm, which may be the independent accounting firm used
by the Company to audit its financial statements.

      If you are in agreement with: the terms of this letter, please so indicate
by signing and returning the enclosed copy of this letter, whereupon this letter
shall constitute a binding agreement between you and the Company.

                                       Very truly yours,

                                       THE CIT GROUP, INC.

                                       By: /s/ Albert R. Gamper, Jr.
                                          --------------------------------------
                                           Name:  Albert R. Gamper, Jr.
                                           Title: Chairman, President & CEO

Agreed:

/s/ Joseph M. Leone
-------------------------------


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