Restricted Cash Unit Award Agreements

CIT Group Inc. Long-Term Incentive Plan RSU Award Agreement


"Participant":


"Date of Award": [____________], 2007


This Award Agreement, effective as of the Date of Award set forth above, sets forth the grant of Restricted Stock Units ("RSUs") 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 Incentive Plan, as amended (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 RSUs. The Company hereby grants to the Participant
[NUMBER] RSUs, subject to the terms and conditions of the Plan
and this Award Agreement. Each RSU represents the unsecured
right to receive one Share in the future. The Participant
shall not be required to pay any additional consideration for
the issuance of the Shares upon settlement of the RSUs.


(B) Vesting and Settlement of RSUs.


(1) Subject to the Participant's continued employment with
the Company and its Subsidiaries (the "Company Group"),
one hundred percent (100%) of the RSUs shall vest in
full on the third anniversary of the Date of Award (the
"Vesting Date").


(2) Each vested RSU shall be settled through the delivery of
one Share on the last business day of the month in which
the Vesting Date occurs (or as soon as administratively
practicable thereafter, but in no event later than Mach
15th of the calendar year immediately following the
calendar year in which the vesting date occurs (the
"Settlement Date")).


(3) The Shares delivered to the Participant on the
Settlement Date (or such earlier date determined in
accordance with section (C) shall not be subject to
transfer restrictions and shall be fully paid,
non-assessable and registered in the Participant's name.


(4) If, after the Date of Award and prior to the Settlement
Date, 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 such period
multiplied by the number of RSUs. The dividend
equivalents shall be paid in cash or Shares, as
applicable, on the Settlement Date. If the Participant's
employment with the Company Group terminates prior to
the Settlement Date 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 all
accrued and unpaid dividend equivalents at the time the
RSUs are settled in accordance with Sections C(1) or D,
as applicable. If the Participant's employment
terminates prior to the Settlement Date for any reason
set forth in Section C(2), any accrued and unpaid
dividend equivalents shall be forfeited.


(C) Termination of Employment.


(1) If, after the Date of Award and prior to the Settlement
Date, the Participant's employment with the Company
Group terminates due to the Participant's death,
Disability or Retirement or a RIF Termination (each, as
defined below), the RSUs shall vest immediately and
shall settle through the delivery of one Share, on the
date of termination of employment (or as soon as
administratively practicable thereafter); provided,
however, in no event shall settlement occur later than
March 15th of the calendar year immediately following
the calendar year in which the Participant's termination
of employment occurs. "Retirement" is defined as either
(a) a Participant's election to retire upon attaining
his or her "Normal Retirement Age"; or (ii) a
Participant's election to retire upon (A) completing at
least a 10-year "Period of Benefit Service" and (B)
having either (1) attained age 55, or (2) incurred an
"Eligible Termination" and, at the time of such
"Eligible Termina ...