Exhibit 10.2

                                                         No Employment Contract-
                                               Performance Share Award Agreement

CIT Group Inc.
Long-Term Equity Compensation Plan
Award Agreement

"Participant":

"Date of Award":  February 21, 2006

      This Award Agreement, effective as of the Date of Award set forth above,
sets forth the grant of Performance Shares by CIT Group Inc., a Delaware
corporation (the "Company"), to the Participant named above, pursuant to the
provisions of the CIT Group Inc. Long-Term Equity Compensation Plan, as amended
from time to time (the "Plan"). All capitalized terms shall have the meanings
ascribed to them in the Plan, unless specifically set forth otherwise herein.

      The parties hereto agree as follows:

      (A)   Grant of Performance Shares. The Company hereby grants to the
            Participant Performance Shares in the manner and subject to the
            terms and conditions of the Plan and this Award Agreement as
            follows:

            (1)   "Target Performance Share Grant": _____________ Shares.

            (2)   "Performance Leverage Factor Grid" as set forth in Exhibit A.

            (3)   "Performance Period": January 1, 2006 - December 31, 2008.

            (4)   The final number of Performance Shares actually awarded at the
                  end of the Performance Period, if any, shall be based on the
                  attainment of specified levels of the Performance Measures set
                  forth on the Performance Leverage Factor Grid and shall equal
                  the sum of:

                  (i)   The Target Performance Share Grant multiplied by the
                        applicable ROCE Performance Leverage Factor set forth on
                        Exhibit A; and

                  (ii)  The Target Performance Share Grant multiplied by the
                        applicable EPS Performance Leverage Factor set forth on
                        Exhibit A.


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      (B)   Payment for Performance Shares.

            (1)   As soon as administratively practicable after the end of the
                  Performance Period, the Committee shall determine the level
                  attained for each Performance Measure. At such time, the
                  Participant shall be awarded the final number of Performance
                  Shares as determined under Section A(4). Each final
                  Performance Share represents one Share. Each Performance Share
                  shall be paid as soon as administratively practicable
                  following the end of the Performance Period, but in any event
                  not later than March 15, 2009 (the "Payment Date").

            (2)   The final Performance Shares may be paid in Shares, in cash in
                  an amount equal to the number of final Performance Shares
                  multiplied by the Fair Market Value of a Share as of the last
                  day of the Performance Period, or in a combination of cash and
                  Shares, as determined by the Committee.

            (3)   If during the Performance Period dividends with respect to
                  Shares are declared or paid by the Company, the Participant
                  shall be entitled to receive dividend equivalents in an amount
                  equal to the cumulative dividends declared or paid on a Share
                  during the Performance Period multiplied by the number of
                  final Performance Shares awarded to the Participant. Subject
                  to Section F, the dividend equivalents shall be paid in cash
                  on the Payment Date. If the Participant's employment
                  terminates during the Performance Period for any reason set
                  forth in Section C(1) of this Award Agreement or if a Change
                  of Control occurs, the Participant shall be entitled to
                  receive dividend equivalents in an amount equal to (i) the
                  cumulative dividends declared or paid on a Share during the
                  period beginning on the first day of the Performance Period
                  and ending on the last day of the month during which the
                  termination of employment or Change of Control, as applicable,
                  occurs multiplied by (ii) the number of final Performance
                  Shares.

            (4)   A Participant may elect to defer the payment of Shares or cash
                  pursuant to Sections B(1), B(2) and B(3) above as provided in
                  Section F of this Award Agreement.

      (C)   Termination of Employment.

            (1)   If the Participant's employment with the Company and its
                  Affiliates (the "Company Group") terminates during the
                  Performance Period due to the Participant's death or
                  Disability, the Performance Shares shall vest and the final
                  number of Performance Shares awarded to the Participant shall
                  be equal to the number of Target Performance Shares as set
                  forth under Section


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<PAGE>

                  A(1). The final Performance Shares shall be paid to the
                  Participant as soon as administratively practicable following
                  the date of the Participant's termination of employment (and
                  in any event no later than March 15th of the year following
                  the year in which the Participant's employment terminates in
                  Shares or in cash, as determined in accordance with Section
                  B(2).

            (2)   In the event the Participant's employment with the Company
                  Group is terminated by reason of the Participant's Retirement
                  or RIF Termination on or prior to the last day of the
                  Performance Period, the Participant shall be deemed to remain
                  employed by the Company Group through the last day of the
                  Performance Period, for the purposes of this Award Agreement,
                  and the final number of Performance Shares actually awarded at
                  the end of the Performance Period, if any, shall be determined
                  based on both the number of months during the Performance
                  Period in which the Participant is employed and the level of
                  the Performance Measure attained and shall equal the sum of:

                  (A)   (i)(x) the Target Performance Share Grant, divided by
                        (y) the number of months in the Performance Period,
                        multiplied by (ii) the number of months transpired
                        between the first day of the Performance Period and the
                        last day of the month in which the termination occurred,
                        multiplied by (iii) the applicable ROCE Performance
                        Leverage Factor set forth on Exhibit A; and

                  (B)   (i)(x) the Target Performance Share Grant divided by (y)
                        the number of months in the Performance Period,
                        multiplied by (ii) the number of months transpired
                        between the first day of the Performance Period and the
                        last day of the month in which the termination occurred,
                        multiplied by (iii) applicable EPS Performance Leverage
                        Factor set forth on Exhibit A.

                  Payment of the final Performance Shares shall be made in
                  accordance with Sections B(1) and (2) of this Award Agreement.

      For purposes of this Award Agreement, "RIF Termination" shall mean the
termination of a Participant's employment by the Company as a result of a
reduction in force, corporate down-sizing, change in operations, permanent
facility relocation or closing, or other job elimination.


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<PAGE>

            (3)   If the Participant's employment with the Company Group
                  terminates during the Performance Period for any reason other
                  than as set forth in Sections C(1) or C(2), the Performance
                  Shares shall be cancelled and the Participant shall not be
                  entitled to receive any payments with respect to the
                  Performance Shares.

      (D)   Change of Control. Notwithstanding any provision contained in the
            Plan or this Award Agreement to the contrary, upon a Change of
            Control prior to the Participant's termination of employment, the
            Performance Shares shall vest and the Participant shall be awarded a
            number of Performance Shares equal to the Target Performance Share
            Grant. The Performance Shares shall be paid in accordance with
            Section B(2) on (or as soon as administratively practicable
            following) the effective date of the Change of Control.

      (E)   Transferability. Performance Shares may not be sold, transferred,
            pledged, assigned, or otherwise alienated or hypothecated, other
            than by will, the laws of descent and distribution or as otherwise
            permitted under Section 9.6 of the Plan. Further, a Participant's
            rights under the Plan shall be exercisable during the Participant's
            lifetime only by the Participant or in the event of the
            Participant's legal incapacity, the Participant's legal guardian or
            representative.

      (F)   Deferral Election.

            (1)   Deferral Elections. The following rules shall apply to any
                  deferral elections made by the Participant:

                  a.    The Participant may elect to defer all or any portion of
                        the Shares or cash he would otherwise receive pursuant
                        to Sections B(1), B(2) and B(3) of this Award Agreement
                        by completing and submitting a deferral election form
                        (in a form provided by the Company) no later than June
                        30, 2007 or such other time determined by the Company.

                  b.    Deferral elections shall continue in effect until a
                        written election to revoke or change such deferral
                        election is received by the Company, except that a
                        written election to revoke or change such deferral
                        election must be made no later than June 30, 2007 or
                        such other time determined by the Company.

            (2)   Distributions Pursuant to Deferral Elections. Any Shares or
                  cash (including any gains or losses resulting from the
                  investment of cash during the deferral period and any credits
                  corresponding to dividends pursuant to Section (F)(6))
                  deferred under this Award Agreement shall be distributed in a
                  single lump-sum distribution


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<PAGE>

                  on the last business day of the month following the month in
                  which the earliest of the following events occurs (or as soon
                  as administratively practicable thereafter):

                        (i)   the Participant's "Separation from Service" (as
                              defined under Section 409A of the Code and the
                              regulations and guidance promulgated thereunder
                              ("Section 409A");

                        (ii)  a fixed dated specified by the Participant at the
                              time the Participant makes a deferral election,
                              which date may not be prior to the fifth (5th)
                              anniversary of the Payment Date;

                        (iii) the Participant's Disability (as provided in
                              Section F(3) below); or

                        (iv)  the Participant's death.

                  Share deferrals shall be paid in Shares and cash deferrals
                  shall be paid in cash.

            (3)   Disability. At the time that a Participant elects to defer the
                  receipt of Shares or cash pursuant to Section F(1) above, the
                  Participant shall make an election with respect to the
                  treatment of the deferred Shares or cash in the event of his
                  or her Disability. The Participant may elect (x) to receive
                  distribution of the deferred Shares or cash in the event of
                  his Disability, or (y) notwithstanding his or her Disability,
                  to receive distribution of the deferred Shares or cash upon
                  the occurrence of an event set forth in Subsections
                  F(2)(a)(i), (ii) or (iv) above.

            (4)   Notwithstanding anything to the contrary in this Award
                  Agreement or the Plan, to the extent that the Participant is a
                  "Specified Employee" (as defined under Section 409A) as
                  determined by the Committee in accordance with the procedures
                  it adopts from time to time, no payment or distribution of any
                  amounts under this Section F may be made before the first
                  business day following the six (6) month anniversary from the
                  Participant's Separation from Service or, if earlier, the date
                  of the Participant's death.

            (5)   Unforeseeable Emergency. The Committee may, in its sole and
                  absolute discretion and subject to the requirements and
                  restrictions under Section 409A, make a partial or total
                  distribution of the Shares or cash deferred by a Participant
                  upon the Participant's request and a demonstration by the
                  Participant of an "Unforeseeable Emergency" (as defined in
                  Section 409A).


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<PAGE>

            (6)   Investments; Dividends. All cash deferrals shall be deemed
                  invested in Shares based on the Fair Market Value of the
                  Shares on the Payment Date. During the period of deferral, the
                  Participant's deferral account shall be credited with regular
                  dividends paid with respect to the deferred Shares. All cash
                  dividends shall be deemed reinvested in Shares based on the
                  Fair Market Value of the Shares on the date the dividend is
                  paid.

            (7)   Change of Control. Notwithstanding anything to the contrary in
                  the Plan or Award Agreement, no provision of this Section F
                  may be amended or modified during the two (2) year period
                  following a Change of Control.

            (8)   Terms and Conditions of Deferrals. The deferrals made pursuant
                  to this Section F shall be subject to such other terms and
                  conditions determined by the Committee and set forth in a
                  deferral election form and related documents.

      (G)   Miscellaneous.

            (1)   The Plan provides a complete description of the terms and
                  conditions governing Awards. This Award Agreement and the
                  rights of the Participant hereunder are subject to the terms
                  and conditions of the Plan, as amended from time to time, and
                  to such rules and regulations as the Committee may adopt under
                  Plan. If there is any inconsistency between the terms of this
                  Award Agreement and the terms of the Plan, the Plan's terms
                  shall completely supersede and replace the conflicting terms
                  of this Award Agreement.

            (2)   The Committee shall have the right to impose restrictions on
                  any Shares acquired pursuant to Performance Shares as it deems
                  necessary or advisable under applicable securities laws,
                  and/or the rules and regulations of any stock exchange or
                  market upon which such Shares are then listed and/or traded.
                  It is expressly understood that the Committee is authorized to
                  administer, construe, and make all determinations necessary or
                  appropriate to the administration of the Plan and this Award
                  Agreement, all of which shall be binding upon the Participant.

            (3)   The Committee may terminate, amend, or modify the Plan and/or
                  this Award Agreement at any time; provided, however, that no
                  such termination, amendment, or modification may adversely
                  affect, in any material respect, the Participant's rights
                  under this Award Agreement, without the written consent of the
                  Participant.


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<PAGE>

            (4)   Payments contemplated with respect to the Performance Shares
                  (other than pursuant to Section F) are intended to comply with
                  the short-term deferral exemption under Section 409A.
                  Notwithstanding the forgoing, or any provision of the Plan or
                  this Award Agreement, if the Company determines that such
                  exemption is not applicable to the Performance Shares, or any
                  provision of this Award Agreement or the Plan contravenes
                  Section 409A or could cause the Participant to incur any tax,
                  interest or penalties under Section 409A, the Committee may,
                  in its sole discretion and without the Participant's consent,
                  modify such provision to (i) comply with, or avoid being
                  subject to, Section 409A, or to avoid the incurrence of
                  additional taxes, interest and penalties under Section 409A,
                  and (ii) to maintain, to the maximum extent practicable, the
                  original intent and economic benefit to the Participant of the
                  applicable provision without materially increasing the cost to
                  the Company or contravening the provisions of Section 409A.
                  This Section G(4) does not create an obligation on the part of
                  the Company to modify the Plan or this Award Agreement and
                  does not guarantee that the Performance Shares will not be
                  subject to interest and penalties under Section 409A.

            (5)   Delivery of the Shares underlying the Performance Shares upon
                  settlement is subject to the Participant satisfying all
                  applicable federal, state, local and foreign taxes (including
                  the Participant's FICA obligation). The Company shall have the
                  power and the right to deduct or withhold from all amounts
                  payable to the Participant pursuant to the Performance Shares,
                  or require the Participant to remit to the Company, an amount
                  sufficient to satisfy any applicable taxes required by law.

            (6)   This Award Agreement shall be subject to all applicable laws,
                  rules, and regulations, and to such approvals by any
                  governmental agencies or national securities exchanges as may
                  be required or the Committee determines are advisable. The
                  Participant agrees to take all steps the Company determines
                  are necessary to comply with all applicable provisions of
                  federal and state securities law in exercising his or her
                  rights under this Award Agreement.

            (7)   All obligations of the Company under the Plan and this Award
                  Agreement, with respect to the Awards, shall be binding on any
                  successor to the Company, whether the existence of such
                  successor is the result of a direct or indirect purchase,
                  merger, consolidation, or otherwise, of all or substantially
                  all of the business and/or assets of the Company.


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<PAGE>

            (8)   To the extent not preempted by federal law, this Award
                  Agreement shall be governed by, and construed in accordance
                  with, the laws of the State of New Jersey.

      (H)   Acceptance and Acknowledgement of Award. The financial targets set
            forth on Exhibit A and as outlined in the Performance Share Guide
            must remain confidential. The information in both documents should
            not be discussed with, shared with, photocopied or distributed to
            others. Participation in the Plan and the details of the Award are
            highly confidential and may not be discussed by a Participant with
            anyone other than the Participant's spouse or immediate family or
            financial or legal advisors. Breach of this confidentiality
            condition could affect the amount of a Participant's actual award.
            By signing and returning this Award Agreement, the Participant is
            agreeing to all of the terms contained in this Award Agreement,
            including, but not limited to, the terms related to confidentiality.
            If the Participant desires to refuse the Award, the Participant must
            notify the Company in writing. Such notification should be sent to
            CIT Group Inc., Human Resources thirty (30) days after receipt of
            this Award Agreement.

      IN WITNESS WHEREOF, this Award Agreement has been executed by the Company
by one of its duly authorized officers as of the Date of Award.

                                        CIT Group Inc.

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

-----------------------------------
Participant's Signature
Date (month/day/year)


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                                                                       Exhibit A

                        Performance Leverage Factor Grids
                        PERFORMANCE LEVERAGE FACTOR GRID

               Return on Corporate Equity (ROCE) (3-Year Average)

    -------------------------------------------------------------------------
                                  ROCE                   ROCE
                              Performance             Performance
                                Measure*            Leverage Factor
    -------------------------------------------------------------------------
         Minimum                                          35%
    -------------------------------------------------------------------------
                                                          50%
    -------------------------------------------------------------------------
                                                          60%
    -------------------------------------------------------------------------
         Maximum                                          75%
    -------------------------------------------------------------------------

           Diluted Earnings Per Share (EPS) (Compounded Annual Growth)

    -------------------------------------------------------------------------
                                  EPS                    EPS
                              Performance             Performance
                                Measure*            Leverage Factor
    -------------------------------------------------------------------------
         Minimum                                          25%
    -------------------------------------------------------------------------
                                                          37%
    -------------------------------------------------------------------------
                                                          50%
    -------------------------------------------------------------------------
                                                          63%
    -------------------------------------------------------------------------
         Maximum                                          75%
    -------------------------------------------------------------------------

* For the purpose of this Award Agreement the term "Performance Measure" shall
have the same meaning as "Performance Target" in the Plan.


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