Exhibit 10.32

  



		Susan P. Mitchell

      Executive Vice President


      Human Resources
            	CIT Group Inc.

      1 CIT Drive


      Livingston, New Jersey 07939

          	
      Tel: (973) 740-5414

        Fax: (973) 740-5755
      

    





VIA FEDERAL EXPRESS 



February 16, 2005 



Walter J. Owens 

  205
  Davis Hill Road


  Weston, CT 06883 



Dear Walter, 



We are pleased to confirm our offer
of employment to join CIT as Executive Vice President and Chief Sales and Marketing
Officer. This offer letter summarizes your compensation and benefits and contains
important information regarding your status as an employee of CIT. 



In accepting this offer, your annual
salary will be $450,000 to be paid bi-weekly. Your position will report to Jeff Peek,
Chief Executive Officer. 



You will also be eligible to
participate in the CIT Corporate Bonus Plan. You will receive a guaranteed bonus in the
amount of $550,000 each year for the plan years 2005 and 2006, payable at the time of the
CIT Corporate Bonus payments (but no later than March 15 of 2006 and 2007, respectively).
In addition, you will receive a sign-on bonus in the amount of $250,000 payable in a
single payment 30 days from your date of hire. All bonuses are subject to applicable
taxes. If your employment with CIT should terminate at any time, for any reason, the
compensation agreement outlined in this letter will cease on your last day of work except
as noted below. 



Should you terminate your employment
without “Good Reason” within one year of your start date, you will be required to repay
the amount of the sign-on bonus on a pro-rata basis. For purposes of this paragraph,
“Good Reason” shall have the meaning given to that term in the CIT Executive Severance
Plan, As Amended and Restated as of February 25, 2003 (the “ESP”), as that definition is
modified for you as set forth below in this letter. 



Any reference to the ESP in this
letter shall refer to the ESP as in effect on the date of this letter except that any
decision to deny you benefits under the ESP shall be subject to a de novo standard of
review notwithstanding any provision of the ESP that may grant CIT or any committee
discretion to administer the ESP or otherwise result in a decision to deny benefits being
subject to a different standard of review. Any amendment or termination of the ESP after
the date of this letter shall not apply with respect to you unless (1) you consent in
writing to the amendment or termination applying to you or (2) the amendment increases
the benefit you would otherwise receive. A copy of the ESP as in effect on the date of
this letter is enclosed for your records. 




 
	 	
	 









Walter J. Owens 

February 16, 2005 

Page 2


You will be eligible for full
participation in CIT’s Long Term Equity Compensation Plan (“LTIP”). CIT’s LTIP includes
performance shares in the form of restricted stock units, as well as stock options. You
will receive a Performance Share Award grant valued at $500,000 pursuant to the CIT
Performance Share Program for the 2005 — 2007 Performance Period. If CIT does not grant
awards under the Performance Share Program in 2005, you will receive a grant of
Restricted Stock valued at $500,000 in lieu of the Performance Shares. A brochure on the
2004 Performance Share Program is enclosed. 



You will also receive a grant of
Restricted Stock valued at $400,000 upon hire. This grant will vest in equal annual
installments over three years, with one-third of the award vesting on each of the first
three anniversary dates of your first day of employment with CIT. 



Upon hire, you will also receive
stock options valued at $400,000. The stock options will be priced at the close of
business on your first day of employment with CIT. In addition, you will be recommended
for CIT stock options in July 2005, valued at $750,000, which grant must be approved by
the Compensation Committee. 



You will also be recommended to the
Employee Benefits Plans Committee for participation in the Executive Retirement Plan. You
must satisfy all requirements associated with allowing CIT to purchase a life insurance
policy on you at a level related to the value of your projected benefits in order to
fulfill your participation requirements. 



Until you agree in writing to
participate in a different severance plan or arrangement with CIT, CIT agrees to pay you
severance benefits (the “Severance Benefits”) under the terms of the ESP with the
additional terms and conditions as provided in this letter, including (capitalized terms
have the same meaning as defined in the ESP): (1) in lieu of paying you your Average
Annual Bonus as set forth in the ESP, you shall be paid an amount equal to the actual
average of the two largest annual bonuses received by you or guaranteed to you out of the
three annual bonuses received by you immediately preceding your termination; this amount
shall not be limited to your Base Compensation as provided in section 2.1 of the ESP; (2)
all restrictions on restricted stock that you hold shall lapse and all outstanding
unvested stock options, stock appreciation rights, tandem options, tandem stock
appreciation rights, performance shares, performance units, or any similar equity share
or unit you hold shall vest immediately; (3) notwithstanding any provision regarding an
earlier termination of stock options set forth in any stock option or other agreement,
the stock options referred to in clause (2) of this paragraph shall terminate and have no
force or effect upon the earlier of (a) two years after a termination of employment for
Good Reason or involuntary termination other than for Cause or (b) the expiration of the
option term as defined in the applicable stock option agreement; (4) you shall be
considered to have “Good Reason” to terminate your employment if, for any reason, (a) you
are not granted an award under the LTIP in July 2005 with a value of at least $750,000;
(b) you are not granted an annual bonus unless annual bonuses are not granted to
similarly situated senior executives of CIT; (c) you are not granted an annual award
under the LTIP in any year after 2005 at a level comparable to that of similarly situated
senior executives, unless LTIP awards are not granted to similarly situated senior
executives of CIT; (d) you do not become and remain a Participant in the Executive
Retirement Plan (unless that plan is terminated with 





 
	 	
	 









Walter J. Owens 

February 16, 2005 

Page 3


respect to all participants); (e)
your Base Compensation is decreased at any time; (f) you are not permitted to participate
in all employee pension, welfare, perquisite, fringe benefit, and other plans, programs,
practices, and policies generally applicable to similarly situated senior executives of
the CIT (including any supplemental retirement plans and retiree medical and life
insurance plans); (g) you are assigned duties that are materially inconsistent with your
position as a senior executive of CIT (including status, offices, titles, and reporting
requirements); (h) you are required to be based at an office or location more than 50
miles from that provided in this letter; or (i) a successor to CIT does not expressly
agree to honor the provisions of this letter. 



If your employment with CIT is
terminated in connection with a Change of Control as that term    is defined in
the ESP prior to payment to you of the bonuses and LTIP awards with respect to 2005,
then, in addition to the severance benefits described above, CIT will pay you in cash as
follows: (1) if the Change of Control occurs before you receive the July 2005 grant of
stock options, CIT will pay you $1,250,000; or (2) if the Change of Control occurs after
you receive the July grant of stock options but prior to payment of the corporate bonus
for 2005, then CIT will pay you (x) the corporate bonus for 2005 and (y) the difference
between the value of the stock options granted to you in the July 2005 grant, based on
the strike price, and the value of the stock on the date of the Change of Control, but
only if the price of the stock is less than the strike price on the date of the Change of
Control. In addition, any award granted to you under the LTIP in 2005 will specifically
provide that it vests and becomes immediately exercisable upon a Change of Control. The
provisions of this paragraph do not apply if your employment is terminated for Cause, as
that term is defined in the ESP. In the event of a Change of Control, the terms of this
paragraph supersede contrary provisions in this letter. 



Your position will entitle you to be
a participant in the Company’s Executive Automobile Program. 



Should you desire to relocate to a
location closer to the New York City office, CIT will provide you with a net payment
(after all applicable taxes are withheld) of $100,000 to facilitate your move. This
payment will be available to you until your first anniversary with CIT. 



You are eligible for 18 days of
vacation in 2005. Beginning in 2006 you will be eligible for at least 20 vacation days
each year. In addition, you will be eligible for company paid holidays and personal days
per CIT’s time off policy. If you enroll, health coverage will commence on your first day
of work. You will receive a benefits enrollment package within the next few weeks. In the
interim, please review the enclosed CIT benefits highlights. In order to receive benefits
coverage, you must complete all applicable enrollment forms within 45 days from the date
you begin employment. 



This offer of employment is
contingent upon the satisfactory completion of all employment processing including
reference checking and drug testing. Your official start date is anticipated to be
February 28, 2005 but in no case will be prior to completion of this pre-employment
screening. 




 
	 	
	 









Walter J. Owens 

February 16, 2005 

Page 4


Your work location will be in CIT’s
current office in New York City. Please read the enclosed company material and return the
completed forms on your first day of employment to Patti Mittelman, SVP –  Human
Resources, 1211 Avenue of the Americas, 12th Floor, New York, NY. 



This is the full and complete
agreement between you and CIT. Although your job duties, title, compensation and
benefits, as well as CIT’s Human Resources policies and procedures may change from
time-to-time, the nature of your employment remains “at-will.” This means that either you
or CIT may terminate your employment relationship at any time for any reason, with or
without cause or without notice. 



This letter sets forth the terms of
your employment with us and supersedes any prior or written communications. A duplicate
original of this letter is enclosed for your records. To accept employment, please sign
and return a copy of this letter to me by Tuesday, February 22, 2005. Your signature
below indicates that you understand and agree to the terms set forth in this letter. If
you do not return this letter to me by Tuesday, February 22, 2005 this offer will expire.
It can either be faxed to 973-740-5755 or mailed to my attention. Handwritten changes to
this letter are not valid unless authorized and signed by me. 



Walter, we are delighted at the
prospect of your joining our team and look forward to having you on board. If you have
any questions regarding this offer of employment, you may contact me at 973-740-5414. 



Sincerely, 




  /s/ Susan P. Mitchell
  

  Susan P. Mitchell 




	Enclosures:	(1) CIT Executive
Severance Plan As Amended and Restated as of February 25, 2003 
	 	 
	 	(2) 2004 Performance Share Program 


Agreed and Accepted: 


/s/ Walter J. Owens

  Walter J. Owens
  

  Date: 2/18/05