Exhibit 10.11
                               THE CIT GROUP, INC.
                             TRANSITION OPTION PLAN

                    Amended and Restated as of July 26, 2000

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                               THE CIT GROUP, INC.
                             TRANSITION OPTION PLAN

                    Amended and Restated as of July 26, 2000

1.    PURPOSE

      This Plan has been established by The CIT Group, Inc. to provide a means
by which options to purchase shares of Newcourt Credit Group Inc. common stock
under the Newcourt Credit Group Inc. Stock Option Plan may be exchanged pursuant
to the terms of the Amended and Restated Agreement and Plan of Reorganization
between the Company and Newcourt, dated August 5, 1999 into options to purchase
shares of the Company's common stock par value $.01 per share (all capitalized
terms shall have the meanings provided below).

      The Plan became effective as of the Effective Time (as defined below) and
has been amended and restated as of July 26, 2000.

2.    DEFINITIONS

      In this Plan, the following terms have the following meanings:

            "Agreement" means an agreement entered into by the Company and each
            Participant setting forth the terms and provisions applicable to a
            CIT Option.

            "Beneficial Owner" shall have the meaning ascribed to such term in
            Rule 13d-3 of the General Rules and Regulations under the Exchange
            Act.

            "Board" means the board of directors of the Company.

            "Change of Control" means

                  a) Any Person 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
                  members of the Board; or

                  (b) 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 persons who were members of the Board
                  immediately before the Transaction shall cease to constitute a
                  majority of the Board of the Company or of any successor to
                  the Company.

                  "CIT Options" mean options granted under the Plan.

                  "CIT Shares" mean the shares of Class A common stock of the
                  Company par value $.01 per share.

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                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Committee"  means the Compensation  Committee of the Board or
                  such other committee  appointed by the Board to administer the
                  Plan.

                  "Company" means The CIT Group,  Inc., a Delaware  corporation,
                  and any  successor  thereto,  or any  subsidiary,  division or
                  affiliate thereof.

                  "ECP" means The CIT Group, Inc. Long-Term Equity  Compensation
                  Plan, amended and restated as of October 26, 1999.

                  "Effective Time" shall have the meaning provided in the
                  Reorganization Agreement.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
                  amended from time to time, or any successor thereto.

                  "Exchange Ratio" shall have the meaning provided in the
                  Reorganization Agreement.

                  "Fair  Market  Value"  means on any day,  with  respect to CIT
                  Shares  which  are (a)  listed on a United  States  securities
                  exchange,  the last sales  price of such shares on such day on
                  the largest  United States  securities  exchange on which such
                  shares  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 shares on such day, or if
                  such day is not a trading  day, on the  immediately  preceding
                  trading day, (c) neither listed on a United States  securities
                  exchange nor included in The NASDAQ Stock Market  System,  but
                  are listed on the Toronto Stock Exchange (the "TSE"), the last
                  sales  price on the TSE of such shares on such day, or if such
                  day  is  not a day  the  TSE  is  open  for  trading,  on  the
                  immediately  preceding  trading  day or (d)  not  listed  on a
                  United States securities exchange,  not included in The NASDAQ
                  Stock Market System and not listed on the TSE, the fair market
                  value of such  shares as  determined  from time to time by the
                  Board in good faith in its sole discretion.

                  "Grant  Date"  means  the date on which a  Newcourt  Option is
                  exchanged for a CIT Option pursuant to the terms of the Plan.

                  "Newcourt" means Newcourt Credit Group, Inc., an Ontario
                  corporation.

                  "Newcourt Grant Letter" means the letter from Newcourt to each
                  grantee of a Newcourt  Option under the Newcourt  Plan setting
                  forth  the  terms  and  provisions  applicable  to a  Newcourt
                  Option.

                  "Newcourt Options" mean options granted under the Newcourt
                  Plan.

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                  "Newcourt Plan" means the Newcourt Credit Group Inc. Stock
                  Option Plan, dated as of February 18, 1999.

                  "Newcourt Shares" mean shares of common stock of Newcourt.

                  "Option Price" shall have the meaning as set forth in Section
                  6(c) herein.

                  "Participant" means any person who has been granted a CIT
                  Option under the Plan.

                  "Participant's Successors" shall mean the Participant's estate
                  or the  person  or  persons  to  whom a CIT  Option  has  been
                  transferred by will or by the laws of descent or distribution.

                  "Person"  shall  have the  meaning  ascribed  to such  term in
                  Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
                  and 14(d) thereof, including a "group" as described in Section
                  13(d) thereof.

                  "Plan" means The CIT Group, Inc. Transition Option Plan, as
                  amended and restated from time to time.

                  "Reorganization  Agreement"  means the  Amended  and  Restated
                  Agreement and Plan of  Reorganization  between the Company and
                  Newcourt, dated August 5, 1999.

                  In  this  Plan,   unless  the  context   requires   otherwise,
references to the male gender include the female gender,  words importing in the
singular number may be construed to extend to and include the plural number, and
words  importing the plural number may be construed to extend to and include the
singular number.

3.    ADMINISTRATION

      (a) This Plan shall be administered by the Committee. The members of the
Committee shall be appointed by the Board. The Board may from time to time
remove members from or add members to the Committee. Vacancies on the Committee,
howsoever caused, shall be filled by the Board.

      (b) Subject to the express provisions of this Plan and the Reorganization
Agreement, the Committee shall have the power and authority to grant CIT Options
in exchange for Newcourt Options on the terms stated in Section 6 below.

      (c) The Committee may delegate to one or more of its members or to any
other person or persons such ministerial duties as it may deem advisable. The
Committee may also delegate to the Chief Executive Officer of the Company the
authority, subject to such terms as the Committee shall determine, to perform
any and all functions as the Committee may determine. The Committee may also
employ attorneys, consultants, accountants or other professional advisors and
shall be entitled to rely upon the advice, options or valuations of any such
advisors.

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      (d) The interpretation and construction by the Committee of any provisions
of this Plan or of any CIT Option granted hereunder and all actions of the
Committee shall be final and binding on all parties hereto. No member of the
Board or the Committee shall be liable for any action or determination made in
good faith with respect to this Plan or any CIT Option granted hereunder.

      (e) No member of the Committee, nor the Chief Executive Officer, or any
person to whom ministerial duties have been delegated, shall be personally
liable for any action, interpretation or determination made with respect to this
Plan or CIT Options granted hereunder, and each member of the Committee and the
Chief Executive Officer shall be fully indemnified and protected by the Company
with respect to any liability he or she may incur with respect to any such
action, interpretation or determination, to the extent permitted by applicable
law and to the extent provided in the Company's Certificate of Incorporation and
Bylaws, as amended from time to time, or under any agreement between such
member, the Chief Executive Officer and the Company.

4.    ELIGIBILITY

      CIT Options under this Plan shall be granted in accordance with Section 6
to each individual who was granted one or more Newcourt Options under the
Newcourt Plan. Such individuals are Participants under the Plan.

5.    SHARES SUBJECT TO PLAN AND MAXIMUM SHARES TO PARTICIPANTS

      (a) Subject to adjustment in accordance with the provisions of this
Section 5 and Section 7 of this Plan, the maximum number of CIT Shares for which
CIT Options may be granted under this Plan shall be 5.1 million. The CIT Shares
subject to this Plan shall be authorized but unissued CIT Shares, treasury CIT
Shares or any combination thereof.

      (b) If, pursuant to the terms of the Reorganization Agreement, the number
of CIT Shares underlying the CIT Options required to be issued in exchange for
Newcourt Options outstanding as of the Effective Time exceeds the number of CIT
Shares set forth in Section 5(a), the maximum number of CIT Shares under the
Plan shall be increased to the amount necessary so that CIT Options can be
exchanged for all Newcourt Options outstanding as of the Effective Time;
provided that the number of CIT Shares available for award under the ECP is
reduced by the number of CIT Shares that Section 5(a) is increased.

      (c) With respect to CIT Shares underlying CIT Options that are not
required to be issued in exchange for Newcourt Options outstanding as of the
Effective Time or any CIT Options that are canceled, terminate, expire or lapse
for any reason without the issuance of CIT Shares or payment in respect thereof,
shall be available for grant under the ECP.

      (d) The maximum aggregate number of CIT Shares that may be granted in the
form of CIT Options granted in any one fiscal year to any one Participant shall
be 1 million.

6.    TERMS AND CONDITIONS OF CIT OPTIONS

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      In accordance with Section 1.6 of the Reorganization Agreement, CIT
Options granted to a Participant pursuant to this Plan shall be in exchange for
and shall constitute a release of any and all rights to each Newcourt Option
granted to such Participant under the Newcourt Plan. The CIT Options shall be
authorized by the Committee under terms and conditions approved by the Committee
and shall be evidenced by Agreements in such form as the Committee shall from
time to time approve, which such Agreements shall contain or shall be subject to
the following terms and conditions, whether or not such terms and conditions are
specifically included therein:

      (a) Number of Shares. Each CIT Option shall state the number of CIT Shares
to which it pertains. The number of CIT Shares subject to each CIT Option shall
be equal to the number of Newcourt Shares subject to the Newcourt Option
exchanged therefor multiplied by the Exchange Ratio, rounded down to the nearest
whole CIT Share.

      (b) Grant Date. Each CIT Option shall state the Grant Date which shall be
the Effective Time.

      (c) Option Price. The Option Price shall be the option price of the
Newcourt Option exchanged therefor divided by the Exchange Ratio, increased to
the nearest whole cent.

      (d) Medium and Time of Payment. With respect to a CIT Option, or portion
thereof, the Option Price shall be payable on the exercise of the CIT Option and
shall be paid in cash or its equivalent, or such other means satisfactory to the
Committee.

      (e) Term. All CIT Options granted under this Plan, to the extent not
previously exercised, shall terminate in accordance with the provisions of the
Participant's Agreement; provided, however, that no CIT Option shall be
exercisable later than the tenth anniversary of the date of the original grant
of the Newcourt Option.

      (f) Exercisability. All CIT Options shall become vested and exercisable in
accordance with the vesting schedule applicable to the Newcourt Options granted
under the Newcourt Plan pursuant to the Newcourt Grant Letter, provided,
however, that the Committee may, in its discretion, accelerate the vesting of
CIT Options. The Committee shall set forth the accelerated vesting provisions,
if any, in the Participant's Agreement.

      (g) Registration Obligation. The Company shall use its best efforts to
cause there to be effective as of a date as soon as practicable after the
Effective Time, a registration statement on Form S-8 (or any successor form) or
another appropriate form, with respect to the CIT Shares subject to CIT Options,
and shall use its best efforts to maintain the effectiveness of such
registration statement or registration statements (and maintain the current
status of the prospectus or prospectuses contained therein) for so long as CIT
Options relating to CIT Shares remain outstanding.

      (h) Effect of Death. A Participant's Successors may exercise the CIT
Options that were held by the Participant on the date of the Participant's death
upon proof satisfactory to the Company of their authority. The Participant or
the Participant's Successors must exercise any such CIT Option within the period
of time set forth in the Participant's Agreement and in any event prior to the
date on which the CIT Option expires as provided by Section 6(e) of this Plan.
Such exercise shall be subject to the terms and conditions of this Plan.

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      (i) Nonassignability of CIT Option Rights. No CIT Option shall be
assignable or transferable by the Participant except by will or by the laws of
descent and distribution unless prior written consent of the Committee is given.
During the lifetime of the Participant, the CIT Option shall be exercisable only
by the Participant.

      (j) Rights as Shareholder. Neither a Participant nor a Participant's
Successors shall have rights as a shareholder of the Company with respect to any
CIT Shares subject to a CIT Option until the date of issuance of a stock
certificate to him or her for such CIT Shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 7
hereof.

7.    ANTI-DILUTION PROVISIONS

      The number of CIT Shares deliverable upon the exercise of a CIT Option
shall be subject to adjustment in the events and in the manner following:

      (a) In the event of any subdivision or subdivisions of the CIT Shares of
the Company as such CIT Shares are constituted on the Grant Date, at any time
while such CIT Option is in effect into a greater number of CIT Shares, the
Company will thereafter deliver at the time of purchase of CIT Shares pursuant
to a CIT Option, in addition to the number of CIT Shares in respect of which the
right to purchase is then being exercised, such additional number of CIT Shares
as result from said subdivision or subdivisions without the Participant making
any additional payment or giving any other consideration therefor.

      (b) In the event of any consolidation or consolidations of the CIT Shares
of the Company as such CIT Shares are constituted on the Grant Date, at any time
while such CIT Option is in effect, into a lesser number of CIT Shares, the
Company will thereafter deliver and the Participant shall accept, at the time of
purchase of CIT Shares hereunder, in lieu of the number of CIT Shares in respect
of which the right to purchase is then being exercised, the lesser number of CIT
Shares as result from such consolidation or consolidations.

      (c) In the event of any change of the CIT Shares of the Company as such
CIT Shares are constituted on the Grant Date, at any time while such CIT Option
is in effect, the Company will thereafter deliver at the time of purchase of CIT
Shares hereunder the number of CIT Shares of the appropriate class resulting
from such change as the Participant would have been entitled to receive in
respect of the number of CIT Shares so purchased had the right to purchase been
exercised before such change.

      (d) In the event of any capital reorganization, reclassification or change
of outstanding CIT Shares of the Company or in the event of any consolidation,
merger or amalgamation of the Company with or into any other company or in the
event of any sale of the property of the Company as or substantially as an
entity at any time while any CIT Option is in effect, the Participant shall
thereafter have the right to purchase and receive, in lieu of the CIT Shares
immediately theretofore purchasable and receivable upon the exercise of such CIT
Option, the kind and amount of shares and other securities and property
receivable upon such capital reorganization, reclassification, change,
consolidation, merger, amalgamation or sale

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which the holder of a number of CIT Shares equal to the number of CIT Shares
immediately theretofore purchasable and receivable upon the exercise of such CIT
Option would have received as a result of such reorganization, reclassification,
change, consolidation, merger, amalgamation or sale. The subdivision or
consolidation of CIT Shares at any time outstanding into a greater or lesser
number of CIT Shares shall not be deemed to be a capital reorganization or a
reclassification of the capital of the Company for the purposes of this Section
7(d).

      (e) The adjustments provided for in this Section 7 are cumulative.

      (f) The Company shall not be required to issue fractional shares in
satisfaction of its obligations hereunder. Any fractional interest in a CIT
Share that would, except for the provisions of this Section 7(f) be deliverable
upon the exercise of any CIT Option shall be cancelled and not be deliverable by
the Company.

8.    CHANGE OF CONTROL

      Notwithstanding any provision contained in the Plan to the contrary, upon
a Change of Control, all CIT Options granted under the Plan shall become
immediately vested and exercisable.

9.    AMENDMENT AND TERMINATION

      The Committee may at any time, and from time to time, in its sole
discretion alter, amend, suspend or terminate the Plan in whole or in part for
any reason or for no reason; provided, however, that no amendment or other
action that requires stockholder approval for the Plan to continue to comply
with applicable law shall be effective unless such amendment or other action
shall be approved by the requisite vote of stockholders of the Company entitled
to vote thereon.

      Any amendment or termination of this Plan shall not, without the written
consent of the Participant, affect such Participant's rights under any CIT
Option theretofore granted to such Participant.

10.   TAX WITHHOLDING

      The Company shall have the right to require a Participant or a
Participant's Successors to remit to the Company an amount sufficient to satisfy
Federal, state and local withholding tax requirements, if any, or to deduct from
all payments under this Plan amounts sufficient to satisfy all withholding tax
requirements. Whenever payments under this Plan are to be made to a Participant
in cash, such payments shall be net of any amounts sufficient to satisfy all
Federal, state and local withholding tax requirements. The Committee may, in its
sole discretion, permit a Participant to satisfy his or her tax withholding
obligation either by (i) surrendering CIT Shares owned by such Participant, or
(ii) having the Company withhold from CIT Shares otherwise deliverable to such
Participant. CIT Shares surrendered or withheld shall be valued at their Fair
Market Value as of the date on which income is required to be recognized for
income tax purposes.

11.   NOTICES

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      (a) Any payment, notice, statement, certificate or other instrument
required or permitted to be given to a Participant or any person claiming or
deriving any rights through him shall be given by:

            (i) delivering it personally to the Participant or to the person
claiming or deriving rights through him, as the case may be, or

            (ii) mailing it postage paid (provided that the postal service is
then in operation) or delivering it to the address which is maintained for the
Participant in the Company's personnel records.

      (b) Any payment, notice, statement, certificate or instrument required or
permitted to be given to the Company or its designee shall be given by mailing
it postage prepaid (provided that the postal service is then in operation) or
delivering it to the Company or its designee at the following address or such
other address as the Committee may determine:

            The CIT Group, Inc.
            650 CIT Drive
            Livingston, New Jersey 07039
            Attention: Human Resources Department

      (c) Any payment, notice, statement, certificate or other instrument
referred to in (a) or (b) above, if delivered, shall be deemed to have been
given or delivered on the date on which it was delivered or, if mailed (provided
that the postal service is then in operation), shall be deemed to have been
given or delivered on the second business day following the date on which it was
mailed.

12.   COMPLIANCE WITH SECTION 162(m) OF THE CODE

      The grant of CIT Options under the Plan is intended to comply with Section
162(m) of the Code to the extent that the Option Price of such CIT Options is
greater than or equal to the Fair Market Value of CIT Shares on the Grant Date.

13.   MISCELLANEOUS

      (a) The granting of a CIT Option shall impose no obligation upon the
Participant to exercise such CIT Option.

      (b) The Committee shall have the power to make such rules and regulations
for the administration of this Plan, and to interpret the provisions hereof and
of such rules and regulations, as it shall in its sole discretion determine to
be appropriate.

      (c) The determination by the Committee of any question which may arise as
to the interpretation or implementation of the Plan or any of the CIT Options
granted hereunder shall be final and binding on all Participants and other
persons claiming or deriving rights through any of them.

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      (d) The Plan shall inure to the benefit of and be binding upon the
Company, its successors and assigns. The interest of any Participant under the
Plan or in any CIT Option shall not be transferable or alienable by him either
by pledge, assignment or in any other manner whatsoever and, during his
lifetime, shall be vested only in him, but shall thereafter inure to the benefit
of and be binding upon the legal personal representatives of the Participant.

      (e) The Company's obligation to issue CIT Shares in accordance with the
terms of this Plan and any CIT Options granted hereunder is subject to
compliance with the laws, rules and regulations of all public agencies and
authorities applicable to the issuance and distribution of such CIT Shares and
to the listing of such CIT Shares on any stock exchange on which any of the CIT
Shares of the Company may be listed. As a condition of participating in the
Plan, each Participant agrees to comply with all such laws, rules and
regulations and agrees to furnish to the Company all information and
undertakings as may be required to permit compliance with such laws, rules and
regulations.

      (f) Subject to the terms of Section 1.6 of the Reorganization Agreement,
no Participant or other person shall have any claim or right to be granted CIT
Options under the Plan. Neither the Plan nor any action taken thereunder shall
interfere with the right of the employer of a Participant to terminate that
Participant's employment or relationship with the Company at any time. Neither
any period of notice nor any payment in lieu thereof upon termination of
employment or relationship with the Company shall be considered as extending the
period of employment or relationship with the Company for the purposes of the
Plan.

14.   GOVERNING LAW

      To the extent not preempted by Federal law, this Plan, and all Agreements
hereunder, shall be construed in accordance with and governed by the laws of the
State of New York.

15.   EFFECTIVE DATE

      This Plan shall become effective as of the Effective Time; provided that
the shareholders of the Company approve of the issuance of CIT Shares pursuant
to the Reorganization Agreement.