0000891092-10-003376 Sample Contracts

CIT Group Inc. Long-Term Incentive Plan Restricted Stock Unit Director Award Agreement “Date of Award”: “Participant”: “RSUs Granted:
Cit Group Inc • August 9th, 2010 • Finance lessors • Delaware

This Director 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 Amended and Restated CIT Group Inc. Long-Term Incentive Plan (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

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CIT Group Inc. Long-Term Incentive Plan Stock Option Award Agreement
Term Incentive Plan Stock Option Award Agreement • August 9th, 2010 • Cit Group Inc • Finance lessors • Delaware

This Award Agreement, effective as of the Date of Award set forth above, represents the grant of Options 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 (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

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CIT Group Inc. Long-Term Incentive Plan Restricted Stock Award Agreement “Participant”: “Date of Award”:
Plan Restricted Stock Award Agreement • August 9th, 2010 • Cit Group Inc • Finance lessors • Delaware

This Award Agreement, effective as of the Date of Award set forth above, represents the grant of Restricted Stock 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 (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

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CIT Group Inc. Long-Term Incentive Plan Restricted Stock Unit Award Agreement “Date of Award”: “Participant”: RSUs Granted:
Restricted Stock Unit Award Agreement • August 9th, 2010 • Cit Group Inc • Finance lessors • Delaware

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 Amended and Restated CIT Group Inc. Long-Term Incentive Plan (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

Sample 1
CIT Group Inc. Long-Term Incentive Plan Stock Option Award Agreement “Participant”: “Date of Award”:
Plan Stock Option Award Agreement • August 9th, 2010 • Cit Group Inc • Finance lessors • Delaware

This Award Agreement, effective as of the Date of Award set forth above, represents the grant of Options by CIT Group Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Amended and Restated CIT Group Inc. Long-Term Incentive Plan (the “Plan”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

Sample 1
CIT Group Inc. Long-Term Incentive Plan Restricted Stock Unit Award Agreement “Participant”: John A. Thain “Date of Award”: July 29, 2010 RSUs Granted: 41,095.8904
Incentive Plan Restricted Stock Unit • August 9th, 2010 • Cit Group Inc • Finance lessors • Delaware

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 Amended and Restated CIT Group Inc. Long-Term Incentive Plan (the “Plan”). This Award Agreement memorializes the terms and conditions of the action of the Board of Directors of the Company on July 13, 2010. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

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CIT Group Inc. Long-Term Incentive Plan Restricted Stock Unit Retention Award Agreement
Cit Group Inc • August 9th, 2010 • Finance lessors • Delaware

This Retention Award Agreement, effective as of the Date of Retention 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 Amended and Restated CIT Group Inc. Long-Term Incentive Plan (the “Plan”). This Retention Award Agreement memorializes the terms and conditions of the action of the Committee on February 25, 2010. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

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