Long-Term Incentive Plan Performance Share Award Agreement

Exhibit 10.20

For Executives with Employment Contracts

CIT Group Inc.

Long-Term Incentive Plan

Performance Share 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 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 Incentive 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, 2007 - December 31,

2009.

(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.

(B) Payment for Performance Shares.

(1) As soon as administratively practicable after the end of

the Performance Period, the Committee shall determine

the level

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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 the unsecured

right to receive 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, 2010 (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 Sections C(1) or C(2) 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 (as defined below), 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

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 calendar year following the

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calendar year in which the Participant's employment

terminates in Shares or in cash, as determined in

accordance with Section B(2). Except as otherwise set

forth in Section F hereof, "Disability" shall have the

meaning ascribed to it in the Employment Agreement

between the Company and the Participant in effect on the

Date of Award (the "Employment Agreement").

(2) If the Participant's employment with the Company Group

terminates during the Performance Period by the

Participant for "Good Reason" or by the Company Group

without "Cause" (each as defined in the Employment

Agreement), 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 A(1). The

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).

(3) In the event the Participant's employment with the

Company Group is terminated by reason of the

Participant's Retirement (as defined in the Employment

Agreement) 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

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(iii) the 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.

(4) 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), C(2) and C(3),

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 are not transferable other

than by last will and testament, by the laws of descent and

distribution, pursuant to a domestic relations order, or as

otherwise permitted under Section 12 of the Plan. Further,

except as set forth in Section 12(b) of the Plan, 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,

2008 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

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later than June 30, 2008 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

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 Internal Revenue

Code of 1986, as amended, and the regulations and

guidance promulgated thereunder ("Section 409A");

(ii) a fixed date 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. For purposes of this

Section F, "Disability" shall have the meaning set forth

in Section C(1); however, to the extent a "Disability"

event does not also constitute a "Disability" as defined

in Section 409A, such Disability event shall not

constitute a Disability for purposes of this Section F.

(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

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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).

(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 all Awards granted thereunder.

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 for the

administration of the Plan. If there is any

inconsistency between the terms of this Award Agreement

and the terms of the Plan, the Plan's terms shall

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

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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 administer the Plan and this

Award Agreement, all of which shall be binding upon the

Participant.

(3) The Board may at any time, or from time to time,

terminate, amend, modify or suspend the Plan, and the

Board or the Committee may amend or modify this Award

Agreement at any time; provided, however, that no

termination, amendment, modification or suspension shall

materially and adversely alter or impair the rights of

the Participant under this Award Agreement, without the

Participant's written consent.

(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 foregoing 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 taxes, interest and penalties under

Section 409A, and/or (ii) 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 taxes, interest and

penalties under Section 409A.

(5) Delivery of the Shares underlying the Performance Shares

upon settlement shall be 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 (i) deduct or withhold from all amounts payable

to the Participant pursuant to the Performance Shares or

otherwise, or (ii) require the Participant to remit to

the Company, an amount sufficient to satisfy any

applicable taxes required by law. Further, the Company

may permit or require the Participant to satisfy, in

whole or in part, the tax obligations by withholding

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Shares that would otherwise be received upon settlement

of the Performance Shares.

(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.

(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 Delaware.

(H) Acceptance and Acknowledgement of Award. The financial targets

set forth on Exhibit A and as outlined in this Award Agreement

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 the 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 the 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 Department, 1 CIT Drive, Livingston, New Jersey

07039, no later than thirty (30) days after receipt of this

Award Agreement.

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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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For ESP Participants

CIT Group Inc.

Long-Term Incentive Plan

Performance Share 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 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 Incentive 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, 2007 - December 31,

2009.

(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 the unsecured

right to receive 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, 2010 (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 Sections C(1) or C(2) 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 (as defined below), 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

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under Section 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 calendar year following the

calendar year in which the Participant's employment

terminates in Shares or in cash, as determined in

accordance with Section B(2). Except as otherwise set

forth in Section F hereof, for purposes of this Award

Agreement, "Disability" shall have the meaning ascribed

thereto under the Company's long-term disability plan or

policy applicable to the Participant, as in effect from

time to time, or, in the event the Company has no

long-term disability plan or policy, "Disability" shall

have the same meaning as