Exhibit 10.1

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                        ---------------------------------

      AMENDMENT,  dated July 21, 2004, to the Employment  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 (the "Employment Agreement").

      WHEREAS,  the Board of Directors of the Company has elected the  Executive
to the  position  of  President  and  Chief  Executive  Officer  of the  Company
effective on July ____, 2004 (the "Succession Date");

      WHEREAS,  the Company  and the  Executive  desire to amend the  Employment
Agreement as of the Succession Date.

      IT IS HEREBY AGREED AS FOLLOWS:

      1. (a) Section 5(a)(i)(B) of the Employment Agreement shall be deleted and
replaced with the following provision:

      "the  amount  equal  to the  product  of (x) 3 and  (y) the sum of (I) the
Executive's Annual Base Salary and (II) the Severance Bonus, which shall be paid
in accordance with Executive's  normal payroll periods  immediately prior to the
Date of Termination in equal  installments  for a period of 3 years,  subject to
compliance with Section 8 of this Agreement; and";

      (b) Section  5(a)(iii)  shall be deleted and replaced  with the  following
provision:

      "subject to compliance  with Section 8, continued  benefit  coverage which
permits the Executive to continue to receive,  for three (3) years from the Date
of Termination, at the Company's expense, life insurance and medical, dental and
disability  benefits at least comparable to those provided by the Company on the
Date of  Termination,  provided that the  Executive  shall not receive such life
insurance,  medical,  dental  or  disability  benefits,   respectively,  if  the
Executive obtains other employment that provides for such benefit(s); and".

      2. Except as set forth herein, the provisions of the Employment  Agreement
shall remain in full force and effect.

      IN WITNESS  WHEREOF,  the  Executive  has  executed  this  Amendment  and,
pursuant to authorization from the Company's Board of Directors, the undersigned
has executed this Amendment on behalf of the Company.

                                                        ------------------------
                                                        Jeffrey M. Peek

                                                        CIT GROUP INC.

                                                        By:
                                                           ---------------------
                                                           Susan M. Mitchell
                                                           EVP - Human Resources