EMPLOYMENT AGREEMENT



      AGREEMENT  by and  among  CIT  Group  Inc.  a  Delaware  corporation  (the

"Company")  and  Jeffrey M. Peek (the  "Executive")  dated as of the 22nd day of

July, 2003.



      WHEREAS,  the Company  desires 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 September 3, 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  of  thirty-six  (36)  months

commencing on the Effective Date (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 the Executive shall initially serve as President

and Chief Operating Officer 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 and the Chairman of the

Board of Directors  (the "Board").  The Executive  will be  responsible  for all

business  units and credit risk at the Company.  The Executive  shall serve as a

member of the  Board.  During the Term,  the  Company  expects  to  promote  the

Executive to the position of Chief Executive  Officer of the Company,  with such

authority,  duties and  responsibilities  as are commensurate with such position

and as may be  consistent  with  such  position.  At such time as  Executive  is

promoted to the position of Chief  Executive  Officer of the  Company,  he shall

report  directly  to the  Board.  Executive's  services  shall be  performed  in

Livingston, New Jersey.



            (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.



      (b) Compensation.





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            (i) Base Salary.  During the Term,  the  Executive  shall receive an

annual base salary  ("Annual Base  Salary").  For calendar year 2003, the Annual

Base Salary shall be $750,000.00.  After the first  anniversary of the Effective

Date, the Annual Base Salary shall be $800,000.00.  Thereafter,  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. For calendar year 2005, the Executive's Base Salary

shall be set in accordance with the charter of the  Compensation  and Governance

Committee, as then in existence.



            (ii) Annual Bonus.  For each complete  calendar year during the Term

(except for 2003),  the Executive  shall be entitled to a bonus  pursuant to the

Company's  incentive plans and programs ("Annual  Bonus").  For partial calendar

year 2003, Executive shall receive a guaranteed cash bonus of $1,300,000.00 paid

to the  Executive  in  February  2004,  if  the  Executive's  employment  is not

terminated  for "Cause" as defined in Section 4(b) or by the  Executive  without

Good Reason as defined in Section 4(c) prior to January 1, 2004. The Executive's

Annual Bonus for 2004 shall be $2,200,000.00 if the Company achieves its pre-tax

income goal for 2004.  Notwithstanding Section 3(b)(v) hereof, the Target Bonus,

as used herein,  shall be not less than the greater of $1,600,000 or 200 percent

of the Executive's Base Salary.



            (iii)  Incentive  Awards.  During the Term,  the Executive  shall be

eligible to participate in annual and long-term  incentive  plans  applicable to

the senior most  executives of the Company.  During the 2003 calendar  year, the

Company shall grant stock options and restricted  stock under the CIT Group Inc.

Long-Term  Equity  Compensation  Plan  (the  "Plan")  as set  forth in the Award

Agreement  annexed  hereto as Exhibit A. During the 2004 calendar year and prior

to September  2004,  provided  that  Executive is employed by the Company on the

date of grant,  the Company  shall grant,  pursuant to the terms of the Plan, to

the Executive options to purchase Company common stock having the aggregate fair

market value of $2,500,000.00 on the date of grant determined in accordance with

the terms of and standard  practice under the Plan (the "Option").  One-third of

the Option will vest, on a cumulative  basis,  on each of the first,  second and

third  anniversaries  of the date of grant.  During the 2004  calendar  year and

prior to September  2004,  provided that Executive is employed by the Company on

the date of grant,  the Company shall grant,  pursuant to the terms of the Plan,

to the  Executive  restricted  shares of the  Company's  common stock having the

aggregate fair market value of  $2,500,000.00 on the date of grant determined in

accordance  with  the  terms  of and  standard  practice  under  the  Plan  (the

"Restricted  Stock").  The  restrictions on the shares of Restricted Stock shall

lapse based on attainment of performance  targets set by the Company in its sole

discretion.  Grants of options or restricted  stock for calendar year 2005 shall

be determined  in accordance  with charter of the  Compensation  and  Governance

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