Exhibit 10.2

                        AMENDMENT TO EMPLOYMENT AGREEMENT

      AMENDMENT,  dated July 22, 2003,  to the  agreement by and among CIT Group
Inc., a Delaware  corporation  (the  "Company")  and Albert R. Gamper,  Jr. (the
"Executive")  dated  as of the  16th  day of  December,  2002  (the  "Employment
Agreement").

      WHEREAS,  the Company  intends to enter into an employment  agreement with
Jeffrey M. Peek ("Peek") that  provides,  inter alia,  that Peek shall have Good
Reason to  terminate  his  employment  by the Company if he is not  appointed or
elected to the position of Chief  Executive  Officer of the Company on or before
September 3, 2004;

      WHEREAS,  the Company  and the  Executive  desire to amend the  Employment
Agreement to permit the appointment or election of Peek to the position of Chief
Executive  Officer on or after July 3, 2004 and on or before  September 3, 2004,
without triggering the Executive's  ability to terminate his employment for Good
Reason, as defined in the Employment Agreement.

                 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

      1. Upon the  appointment  or  election  of Peek to the  position  of Chief
Executive  Officer of the Company on or after July 3, 2004, the Executive  shall
no longer serve as Chief Executive  Officer of the Company,  and shall no longer
have such authority,  duties and  responsibilities as are commensurate with such
position.

      2. If the  Company  appoints  or  elects  Peek to the  position  of  Chief
Executive Officer of the Company on or after July 3, 2004, the Executive may not
terminate his employment for Good Reason,  as defined in Section  4(c)(i) of the
Employment  Agreement  because the  Executive  ceases to be the Chief  Executive
Officer of the Company or in connection  with or as a result of the  appointment
or election of Peek to the position of Chief Executive Officer, the Executive is
assigned  duties  materially  inconsistent  with  the  Chief  Executive  Officer
position  (including  status,  offices,  titles  and  reporting   requirements),
authority,  duties or  responsibilities  as  contemplated by Section 3(a) of the
Employment  Agreement,  or there is a  material  diminution  in the  Executive's
authority,  duties  or  responsibilities  as a  result  of Peek  becoming  Chief
Executive Officer of the Company.

      3. Except as set forth herein, the provisions of the Employment  Agreement
remain in full force and effect, including, without limitation, the compensation
provisions  set forth in Section 3(b) of the  Employment  Agreement and that the
Executive  shall serve as Chairman of the Board of the Company,  as set forth in
Section 3(a) of the Employment  Agreement,  reporting directly to the Board, and
shall serve as a member of the Board.




      IN WITNESS  WHEREOF,  the Executive has hereunto set the Executive's  hand
and, pursuant to the authorization from the Company's Board of Directors and the
Company,  have caused  these  presents to be executed in their name and on their
behalf, all as of the day and year first above written.

                                            ------------------------------------
                                                    Albert R. Gamper, Jr.

                                            CIT GROUP INC.

                                            By
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