EXHIBIT 10.21

Lawrence A. Marsiello
Commercial Finance


      AGREEMENT by and among CIT Group Inc. a Delaware corporation (the
"Company") and Lawrence A. Marsiello (the "Executive") dated as of the first day
of January 2003.

      WHEREAS, Executive is a party to a retention agreement by and among the
Executive, Tyco Acquisition Corp XIX (NV), a Nevada corporation, and The CIT
Group, Inc., a Delaware corporation (the "Retention Agreement");

      WHEREAS, the Company desires to continue to employ the Executive in
accordance with the following terms and conditions, and the Executive desires to
be so employed.

      NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

      1. Effective Date. The "Effective Date" shall mean January 1, 2003.

      2. Term. The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to be employed by the Company subject to the terms and
conditions of this Agreement, for the period commencing on the Effective Date
and ending on December 31, 2004 (the "Term"). This Employment Agreement and the
Term may be extended for one (1) or more additional periods by written agreement
signed by the parties hereto at any time prior to the end of the term in effect.
The Company or the Executive, as applicable, shall give notice no later than
thirty (30) days before the end of the Term (or extended term) of its or his
intent not to extend the Agreement.

      3. Terms of Employment.

      (a) Position and Duties.

            (i) During the Term (A) the Executive shall serve as Group CEO with
such authority, duties and responsibilities as are commensurate with such
position and as may be consistent with such position, reporting to the Chief
Executive Officer of the Company or such other officer as designated by the
Chief Executive Officer of the Company, and (B) the Executive's services shall
be performed at the location such services were performed immediately prior to
the Effective Date.

            (ii) During the Term, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive agrees to devote
substantially all of his attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Term, it shall not be a violation of this Agreement
for the Executive to serve on civic or charitable boards or committees, or
manage personal investments, so long as such activities do not significantly
interfere with the performance of the Executive's responsibilities as an
employee of the Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted

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by the Executive prior to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date shall not thereafter be deemed to interfere
with the performance of the Executive's responsibilities to the Company.

      (b) Compensation.

            (i) Base Salary. During the Term, the Executive shall receive an
annual base salary ("Annual Base Salary") of no less than the rate of the
Executive's base salary on the date immediately prior to the Effective Date.
During the Term, the Annual Base Salary shall be reviewed at the time that the
salaries of all of the executive officers of the Company are reviewed. Any
increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to Annual Base Salary as so increased.

            (ii) Annual Bonus. For each complete calendar year during the Term,
the Executive shall be entitled to a bonus pursuant to the Company's incentive
plans and programs ("Annual Bonus"). Executive's target bonus for the first
complete year during the Term shall be 125% of his Annual Base Salary ("Target
Bonus"). Notwithstanding paragraph 3(b)(v) hereof, the Target Bonus in
subsequent years of the Term shall not be less than the amount set forth in the
previous sentence.

            (iii) Incentive Awards.

            A. During the Term, the Executive shall be eligible to participate
in annual and long-term incentive plans applicable to comparable executives of
the Company.

            (iv) Other Benefits. During the Term, the Executive shall be
entitled to participate in all employee pension, welfare, perquisites, fringe
benefit, and other benefit plans, practices, policies and programs generally
applicable to comparable executives of the Company in substantially comparable
positions as the Executive. In addition, the Executive shall be entitled to
continued participation in any supplemental and/or excess retirement plans
available to similarly situated executives of the Company, and in the Company's
Executive Retirement Plan, and retiree medical and life insurance plans in which
the Executive was participating on the date of this Agreement during the Term,
at economic levels at least equal to the levels of Executive's participation in
such plans or programs as of the date immediately prior to the Effective Date.

            (v) 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
the Executive's consent; provided that, without the Executive's consent, the
Company may not reduce the aggregate value of the employee benefit plans or
programs provided to the Executive hereunder unless such reduction is consistent
with reductions affecting similarly situated employees of comparable rank of the
Company.


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            (vi) Expense Reimbursement. During the Term, the Executive shall be
entitled to receive prompt reimbursement for all expenses incurred by the
Executive in accordance with the Company's expense reimbursement policies.

            (vii) Vacation. During the Term, the Executive shall be entitled to
paid vacation in accordance with the plans, policies, programs and practices of
the Company as in effect with respect to the senior executives of the Company.

      4. Termination of Employment.

      (a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Term. If the Company
determines in good faith that the Disability of the Executive has occurred
during the Term (pursuant to the definition of Disability set forth below), it
may give to the Executive written notice in accordance with Section 11(a) of
this Agreement of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "Disability" shall mean the absence of
the Executive from the Executive's duties with the Company on a full-time basis
for 180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative.

      (b) Cause. The Company may terminate the Executive's employment during the
Term for Cause. For purposes of this Agreement, "Cause" shall mean:

            (i) the willful and continued failure of the Executive to perform
substantially the Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to the
Executive by the Chief Executive Officer of the Company or such other officer as
designated by the Chief Executive Officer which specifically identifies the
manner in which the Chief Executive Officer or his designee believes that the
Executive has not substantially performed the Executive's duties, or

            (ii) the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company
or its affiliates, or

            (iii) conviction of a felony or guilty or nolo contendere plea by
the Executive with respect thereto; or

            (iv) a material breach of Section 8 of this Agreement.

For purposes of this provision, no act or failure to act on the part of the
Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon express authority given pursuant to a
resolution duly adopted by the Board with respect to such act or omission or
upon the instructions of the


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Chief Executive Officer of the Company or based upon the advice of counsel for
the Company shall be conclusively presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of the Company.

      (c) Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean in the absence of a written consent of the Executive:

            (i) the assignment to the Executive of any duties materially
inconsistent with the Executive's position (including status, offices, titles
and reporting requirements), authority, duties or responsibilities as
contemplated by Section 3(a) of this Agreement, provided that a promotion shall
not be Good Reason, or any other action by the Company which results in a
material diminution in such position, authority, duties or responsibilities,
excluding for this purpose an action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive; or

            (ii) any material failure by the Company to comply with any of the
provisions of Section 3(b) of this Agreement, other than failure not occurring
in bad faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Executive; or

            (iii) the Company's requiring the Executive to be based at any
office or location more than 50 miles from that provided in Section 3(a)(i)(B)
hereof; or

            (iv) any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement; or

            (v) the failure of the Company to offer to renew this Agreement on
the terms and conditions (including payment of Annual Base Salary and
participation in incentive plan and benefit programs) at least as favorable as
in the final year of the Executive's last Employment Agreement, unless, at the
time of a failure to renew this Employment Agreement, the Executive has reached
the age of 65 and can be lawfully required to retire; or

            (vi) any failure by the Company to comply with and satisfy Section
10(b) of this Agreement.

      (d) Notice of Termination. Any termination by the Company for Cause, or by
the Executive for Good Reason, shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 11(a) of this Agreement.
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon; (ii) to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated; and (iii) if the Date of
Termination (as defined below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than thirty days
after the giving of such notice). The failure by the Executive or the Company to
set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company,


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respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

      (e) Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein within 30 days of such notice, as the case may
be; (ii) if the Executive's employment is terminated by the Company other than
for Cause or Disability, the Date of Termination shall be the date on which the
Company notifies the Executive of such termination; and (iii) if the Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.

      5. Obligations of the Company upon Termination.

      (a) Good Reason; Other Than for Cause. If, during the Term, the Company
shall terminate the Executive's employment other than for Cause or the Executive
shall terminate employment for Good Reason:

            (i) the Company shall pay to the Executive in cash the aggregate of
the following amounts:

            A. in a lump sum within 10 days after the Date of Termination, the
sum of (1) the Executive's Annual Base Salary through the Date of Termination to
the extent not theretofore paid, and (2) the product of (x) the Severance Bonus
defined below and (y) a fraction, the numerator of which is the number of days
in the calendar year in which the Date of Termination occurs through the Date of
Termination, and the denominator of which is 365, in each case to the extent not
theretofore paid. For purposes of this Agreement, the term "Severance Bonus"
means the greater of (I) the Executive's average Annual Bonus over the two
calendar years preceding the Date of Termination and (II) the Executive's Target
Bonus. For the purpose of calculating the Executive's average Annual Bonus
hereunder, $566,667 shall be the Executive's Annual Bonus for 2001, and $173,333
plus the bonus paid to the Executive for the time period July 1, 2002 through
December 31, 2002 shall be the Executive's Annual Bonus for 2002; and

            B. the sum of (1) the greater of (x) the Annual Base Salary payable
for the remainder of the Term after the Date of Termination, or (y) the product
of two (2) times the Annual Base Salary, and (2) the product of two (2) times
the Executive's Severance Bonus, which amount shall be payable in accordance
with Executive's normal payroll periods immediately prior to the Date of
Termination in equal installments for a period of two years, subject to
compliance with Section 8 of this Agreement; and (ii) all restrictions on
restricted stock held by the Executive 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 held by the Executive shall vest immediately;

            (iii) subject to compliance with Section 8, continued benefit
coverage which permits the Executive to continue to receive, for two (2) years
from the Date of


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Termination, at the Company's expense, life insurance and medical, dental and
disability benefits at least comparable to those provided by the Company on the
Date of Termination, provided that the Executive shall not receive such life
insurance, medical, dental or disability benefits, respectively, if the
Executive obtains other employment that provides for such benefit(s);

            (iv) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is eligible to receive
under any plan, program, policy or practice or contract or agreement of the
Company and its affiliates in accordance with the terms and normal procedures of
each such plan, program, policy or practice; and

            (v) to the extent permitted by applicable law, the Executive shall
be credited with two additional years of age and service credit under all
relevant Company retirement plans (including qualified, supplemental and excess
plans, including without limitation the Company's Executive Retirement Plan and
New Executive Retirement Plan, and, for the purpose of clarity, to the extent
the Executive is a participant in the cash balance arrangement under the
Company's Retirement Plan, the cash balance account will be increased as if the
Executive had received two additional years of contributions based upon the
Executive's compensation as of the Date of Termination); and

            (vi) the Company shall provide the Executive with outplacement
services, not to exceed a reasonable cost, until the Executive accepts new
employment.

      (b) Cause; Other than for Good Reason. If the Executive's employment shall
be terminated for Cause or the Executive terminates his employment without Good
Reason during the Term, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay or provide to the
Executive an amount equal to the amount described in clause (1) of Section
5(a)(i)(A) above and timely payment or provision of the benefits set forth in
Section 5(a)(iv) above, in each case to the extent theretofore unpaid.

      (c) Death. If the Executive's employment is terminated by reason of the
Executive's death during the Term, this Agreement shall terminate without
further obligations to the Executive's legal representatives under this
Agreement, other than for (i) payment of a lump sum cash amount equal to the
Executive's Annual Base Salary as in effect at the time of the Executive's
death, (ii) payment of the amount set forth in Section 5(a)(i)(A) above; and
(iii) timely payment or provision of the benefits set forth in Section 5(a)(iv)
above. In addition, all restrictions on restricted stock held by the Executive
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 held by the Executive
shall vest immediately. The payments provided for in subsections (i) and (ii) of
this Section 5(c) shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.

      (d) Disability. If the Executive's employment is terminated by reason of
the Executive's Disability, this Agreement shall terminate without further
obligations to the Executive, other than for (i) payment of a lump sum cash
amount equal to the Executive's Annual Base Salary as in effect at the time of
the Executive's disability, (ii) payment of the


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amount set forth in Section 5(a)(i)(A) above (payable to the Executive in a lump
sum in cash within 30 days of the Date of Termination); and (iii) timely payment
or provision of the benefits set forth in Section 5(a)(iv) above. In addition,
all restrictions on restricted stock held by the Executive 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 held by the Executive shall vest immediately. To
the extent permitted by applicable law and in accordance with the Company's
Long-Term Disability plan, the Executive shall continue to accrue age and
service credit through retirement for purposes of the Company's qualified and
nonqualified retirement plans.

      (e) Retirement. If the Executive's employment is terminated by reason of
his retirement under the terms of the applicable Company retirement plan during
the Term, this Agreement shall terminate without further obligations to the
Executive other than for (i) payment of the amount set forth in Section
5(a)(i)(A) above (payable to the Executive in a lump sum in cash within 30 days
of the Date of Termination) and (ii) timely payment or provision of the benefits
set forth in Section 5(a)(iv) above.

      (f) Non-exclusivity of Rights. Except as specifically provided, nothing in
this Agreement shall prevent or limit the Executive's continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliates and for which the Executive may qualify, nor, subject
to Section 11(e), shall anything herein limit or otherwise affect such rights as
the Executive may have under any contract or agreement with the Company or its
affiliates. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, policy, practice or program of, or
any contract or agreement with, the Company or its affiliates at or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement except as explicitly
modified by this Agreement. As used in this Agreement, the terms "affiliated
companies" and "affiliates" shall include any company controlled by, controlling
or under common control with the Company.

      6. Full Settlement. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and, such amounts shall
not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Executive or others of
the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code"), if the Executive prevails on any material
claim made by the Executive and disputed by the Company under this Agreement.


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      7. Certain Additional Payments by the Company. If at any time for any
reason any payment or distribution (a "Payment") by the Company or any other
person or entity to or for the benefit of the Executive is determined to be a
"parachute payment" (within the meaning of Section 280G(b)(2) of the Code),
whether paid or copayable or distributed or distributable pursuant to the terms
of this Agreement or otherwise in connection with or arising out of his
employment with the Company or a change in ownership or excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), within a reasonable period of time
after such determination is reached the Company shall pay to the Executive an
additional payment (the Gross-Up Payment") in an amount such that the net amount
retained by the Executive, after deduction of any Excise Tax on such Payment and
any federal, state or local income or employment tax or other taxes and Excise
Tax on the Gross-Up Payment, shall equal the amount of such Payment (including
any interest or penalties with respect to any of the foregoing). All
determinations concerning the application of the foregoing shall be made by a
nationally recognized firm of independent accountants (together with legal
counsel of its choosing), selected by the Company after consultation with the
Executive (which may be the Company's independent auditors), whose determination
shall be conclusive and binding on all parties. The fees and expenses of such
accountants and counsel shall be borne by the Company. If the accounting firm
determines that no Excise Tax is payable by the Executive, it shall furnish the
Executive with an opinion that the Executive has substantial authority not to
report any Excise Tax on his Federal income tax return. In the event the
Internal Revenue Service assesses the Executive an amount of Excise Tax in
excess of that determined in accordance with the foregoing, the Company shall
pay to the Executive an additional Gross-Up Payment, calculated as described
above in respect of such excess Excise Tax, including a Gross-Up Payment in
respect of any interest or penalties imposed by the Internal Revenue Service
with respect to such excess Excise Tax.

      8. Confidentiality and Competitive Activity.

      (a) The Executive acknowledges that he has acquired and will continue to
acquire during the Term confidential information regarding the business of the
Company and its respective affiliates. Accordingly, the Executive agrees that,
without the written consent of the Board, he will not, at any time, disclose to
any unauthorized person or otherwise use any such confidential information. For
this purpose, confidential information means nonpublic information concerning
the financial data, business strategies, product development (and proprietary
product data), customer lists, marketing plans, and other proprietary
information concerning the Company and its respective affiliates, except for
specific items which have become publicly available other than as a result of
the Executive's breach of this agreement. Notwithstanding the foregoing, nothing
herein shall prevent Executive from responding to lawful subpoenas or court
orders without the Company's prior written consent; provided, that the Executive
shall have given the Company prior written notice of any such subpoena or court
order promptly following receipt thereof.

      (b) During the time that the Executive is employed by the Company under
this Agreement and then for one year after the date of termination of the
employment of the Executive for any reason, the Executive will not, without the
written consent of the Board, directly or indirectly (A) knowingly engage or be
interested in (as owner, partner, stockholder, employee, director, officer,
agent, consultant or otherwise), with or without compensation, any


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business in the United States which is in competition with any line of business
actively being conducted on the Date of Termination by the Company, and (B)
disparage or publicly criticize the Company or any of its affiliates. Nothing
herein, however, will prohibit the Executive from acquiring or holding not more
than one percent of any class of publicly traded securities of any such
business; provided that such securities entitle the Executive to not more than
one percent 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) During the time that the Executive is employed by the Company under
this Agreement and then for two years after the Date of Termination of the
employment of the Executive for any reason, the Executive will not, without the
written consent of the Board, directly or indirectly, 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-month period preceding the date of such hiring, or solicit, entice, persuade
or induce any person or entity doing business with the Company and its
respective affiliates, to terminate such relationship or to refrain from
extending or renewing the same.

      (d) The Executive hereby acknowledges that the provisions of this Section
8 are reasonable and necessary for the protection of the Company and its
respective affiliates. In addition, he further acknowledges that the Company and
its respective affiliates will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Executive agrees 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 him
from an actual or threatened breach of such covenants. In addition, and without
limiting the Company's other remedies, in the event of any breach by the
Executive of such covenants, the Company will have no obligation to pay any of
the amounts that continue to remain payable to the Executive after the date of
such breach under Section 5 hereof.

      9. Change of Control.

            (a) Contract Extension. In the event of a Change of Control during
the Term, the Term shall be extended to the second anniversary of the Change of
Control (such two year period, the "Change of Control Extension Period").

            (b) Special Payment. If the Executive's employment is terminated
without Cause or by the Executive for Good Reason during the Change of Control
Extension Period, the Executive will receive the compensation and benefits
already required under the provisions of this Agreement, other than under
Section 5(a)(i)(B), and, in lieu of the payments set forth in Section
5(a)(i)(B), the Executive will receive 2.5 times the sum of the Executive's
Annual Base Salary and the Severance Bonus (the "Special Payment"), payable in a
lump sum within 30 days after the Date of Termination.

            (c) No Plan Modification. In the event of a Change of Control during
the Term, Section 3(b)(v) shall not be effective.


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            (d) Change of Control Defined. For purposes of this Agreement, a
"Change of Control" shall be deemed to have occurred if:

            (i) any Person or Group, as a result of a Transaction (as defined
below) or otherwise, 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

            (ii) as a direct or indirect result of any cash tender offer,
acquisition of securities, merger or other business combination, acquisition or
sale of assets, actual or threatened election contest (including any settlement
thereof or any agreement intended to avoid or settle such a contest) or
contractual arrangement, or any combination of the foregoing (a "Transaction"),
the persons who were directors of the Company immediately before the Transaction
(the "Incumbent Board") shall cease to constitute at least a majority of the
Board of the Company or any successor to the Company (including any entity
resulting from such Transaction or which, as a result of such Transaction,
directly or indirectly owns or controls the Company or such successor or all or
substantially all of its assets); provided that any person becoming a director
thereafter whose election as a director was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be deemed to
be a member of the Incumbent Board.

      10. Successors.

      (a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives. This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

      (b) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

      11. Miscellaneous.

      (a) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without reference to principles of conflict of
laws. The parties hereto irrevocably agree to submit to the jurisdiction and
venue of the courts of the States of New York or New Jersey in any action or
proceeding brought with respect to or in connection with this Agreement. The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect. This Agreement may not be amended or modified otherwise than


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by a written agreement executed by the parties hereto or their respective
successors and legal representatives. All notices and other communications
hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

      If to the Executive:

      At the most recent home address on file for the Executive at the Company;

      If to the Company:

      1 CIT Drive
      Livingston, New Jersey 07039
      Attention:  General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

      (b) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

      (c) The Company may withhold from any amounts payable under this Agreement
such Federal, state, or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.

      (d) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 4 of this Agreement, shall not be deemed to be a waiver of
such provision or right or any other provision or right of this Agreement.

      (e) From and after the Effective Date, this Agreement shall supersede the
Retention Agreement and any other employment, severance or change of control
agreement between the parties or severance or change of control plan, program or
policy of the Company covering the Executive with respect to the subject matter
except as expressly provided herein.


                                      -11-
<PAGE>

      IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors and the Company
have caused these presents to be executed in its name on its behalf, all as of
the day and year first above written.

                                              /s/ Lawrence A. Marsiello
                                              ----------------------------------
                                                    Lawrence A. Marsiello


                                              CIT GROUP INC.


                                              By /s/ Albert R. Gamper, Jr.
                                                 -------------------------------
                                                     Albert R. Gamper, Jr.


                                      -12-