Exhibit 4.3



	
 


	
CIT GROUP INC.


	
 


	
and


	
 


	
THE BANK OF NEW YORK,


	
 


	
as Trustee


	
 


	



	
 


	
SECOND SUPPLEMENTAL INDENTURE


	
 


	



	
 


	
Dated as of October 23, 2007












          THIS
SECOND SUPPLEMENTAL INDENTURE, dated as of October 23, 2007 (the “Second
Supplemental Indenture”), between CIT Group Inc., a corporation duly
organized and existing under the laws of the State of Delaware (the “Company”),
and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as
trustee (the “Trustee”), amending and supplementing the Indenture, dated as
of January 20, 2006 between the Company and the Trustee, governing the issuance
of senior debt securities (the “Base Indenture”), as amended and
supplemented by the first supplemental indenture, dated as of February 13, 2007
(the “First
Supplemental Indenture”). The Base Indenture, as amended and
supplemented by the First Supplemental Indenture and the Second Supplemental
Indenture, shall be referred to herein as the “Indenture”.


RECITALS


          WHEREAS,
the Company executed and delivered the Base Indenture to the Trustee to provide
for the future issuance of the Company’s senior unsecured notes or other
evidence of indebtedness (the “Securities”), to be issued from time to
time in one or more series as might be determined by the Company under the Base
Indenture;


          WHEREAS,
Section 9.1(6) of the Base Indenture provides for the Company and the Trustee
to enter into an indenture supplemental to the Base Indenture to establish the
forms or terms of Securities of any series as permitted by Section 2.1 and
Section 3.1 of the Base Indenture;


          WHEREAS,
pursuant to Section 3.1 of the Base Indenture, the Company wishes to provide
for the issuance of a new series of Securities to be known as its 7.50% Senior
Notes due 2015 (the “Senior Notes”), the form and terms of such
Senior Notes and the terms, provisions and conditions thereof to be set forth
as provided in this Second Supplemental Indenture; and


          WHEREAS,
the Company has requested that the Trustee execute and deliver this Second Supplemental
Indenture, and all requirements necessary to make this Second Supplemental
Indenture a valid, binding and enforceable instrument in accordance with its
terms, and to make the Senior Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and
delivery of this Second Supplemental Indenture has been duly authorized in all
respects.


          NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:






ARTICLE
I

DEFINITIONS


                    Section
1.01 Relation to Base Indenture. This Second Supplemental Indenture
constitutes an integral part of the Base Indenture, and supplements and amends
the Base Indenture solely with respect to the Senior Notes.


                    Section
1.02 Definition of Terms. For all purposes of this Second Supplemental
Indenture:


	
 

	
 


	
 

	
                    (a)
 a term not defined herein that is defined in the Base Indenture has the same
 meaning when used in this Second Supplemental Indenture;


	
 

	
 


	
 

	
                    (b)
 the definition of any term in this Second Supplemental Indenture that is also
 defined in the Base Indenture shall supersede the definition of such term in
 the Base Indenture;


	
 

	
 


	
 

	
                    (c)
 a term not defined herein or in the Base Indenture shall have the meaning set
 forth in the Purchase Contract and Pledge Agreement or the Remarketing
 Agreement.


	
 

	
 


	
 

	
                    (d)
 a term defined anywhere in this Second Supplemental Indenture has the same
 meaning throughout;


	
 

	
 


	
 

	
                    (e)
 the singular includes the plural and vice versa;


	
 

	
 


	
 

	
                    (f)
 headings are for convenience of reference only and do not affect
 interpretation;


	
 

	
 


	
 

	
                    (g)
 the following terms have the meanings given to them in this Section 1.02(g):





          “Accounting
Event” means the receipt by the audit committee of the Company’s
Board of Directors of a written report in accordance with Statement on Auditing
Standards (“SAS”) No. 97, “Amendment to SAS No. 50—Reports on the Application
of Accounting Principles,” from the Company’s independent auditors, provided at
the request of management, to the effect that, as a result of a change in
accounting rules after the date of original issuance of the Senior Notes, the
Company must either (a) account for the Purchase Contracts as derivatives under
SFAS 133 (or otherwise mark-to-market or measure the fair value of all or any
portion of the Purchase Contracts with changes appearing in the Company’s
income statement) or (b) account for the Units using the if-converted method
under SFAS 128, and that such accounting treatment will cease to apply upon
redemption of the Senior Notes.


          “Applicable
Ownership Interest in Senior Notes” has the meaning set forth in the
Purchase Contract and Pledge Agreement.


2






          “Applicable
Principal Amount” means the aggregate principal amount of the Senior
Notes underlying the Applicable Ownership Interest in Senior Notes that are
components of the Corporate Units on the Special Event Redemption Date.


          “Beneficial
Owner” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


          “Board of
Directors” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Business Day”
has the meaning set forth in the Purchase Contract and Pledge Agreement.


          “Cash Merger
Early Settlement” has the meaning set forth in the Purchase Contract
and Pledge Agreement.


          “Cash
Settlement” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Collateral
Account” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Collateral
Agent” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


          “Collateral
Substitution” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Corporate
Unit” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


          “Coupon Rate”
has the meaning set forth in Section 2.05(a).


          “Custodial
Agent” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


          “Depositary”
has the meaning set forth in the Purchase Contract and Pledge Agreement.


          “Depositary
Participant” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Early
Settlement” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Failed
Initial Remarketing” means a Failed Remarketing on the First
Remarketing Date.


3






          “Failed Remarketing”
has the meaning set forth in the Purchase Contract and Pledge Agreement.


          “Final
Remarketing Date” has the meaning set forth in the Purchase Contract
and Pledge Agreement.


          “First
Remarketing
Date” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


          “Global
Senior Note” has the meaning set forth in Section 2.04.


          “Interest
Payment Date” means a Quarterly Interest Payment Date or a
Semiannual Interest Payment Date, as applicable.


          “Interest
Period” means, with respect to any Interest Payment Date, the period
from and including the immediately preceding Interest Payment Date on which
interest was paid or duly provided for (or if none, the date hereof) to, but
excluding, such Interest Payment Date.


          “Maturity
Date” has the meaning set forth in Section 2.02.


          “Optional
Redemption” means the redemption of the Senior Notes pursuant to the
terms of Section 3.02.


          “Optional
Redemption Date” has the meaning set forth in Section 3.02.


          “Person”
means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or
political subdivision thereof or any other entity of whatever nature.


          “Pledged
Applicable Ownership Interests in Senior Notes” has the meaning set
forth in the Purchase Contract and Pledge Agreement.


          “Purchase
Contract” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Purchase
Contract Agent” has the meaning set forth in the Purchase Contract
and Pledge Agreement.


          “Purchase
Contract and Pledge Agreement” means the Purchase Contract and
Pledge Agreement, dated as of October 23, 2007, among the Company, The Bank of
New York, as Purchase Contract Agent, and attorney-in-fact for Holders of the
Purchase Contract, and The Bank of New York, as Collateral Agent, Custodial
Agent and Securities Intermediary, as amended from time to time.


4






          “Purchase
Contract Settlement Date” has the meaning set forth in the Purchase
Contract and Pledge Agreement.


          “Put Price”
has the meaning set forth in Section 8.05(a).


          “Put Right”
has the meaning set forth in Section 8.05(a).


          “Quarterly
Interest Payment Date” has the meaning set forth in Section
2.05(b)(i).


          “Quotation
Agent” means any primary U.S. government securities dealer selected
by the Company.


          “Redemption”
means either an Optional Redemption or a Special Event Redemption.


          “Redemption
Amount” means, for each Senior Note, an amount equal to the product
of the principal amount of such Senior Note and a fraction, the numerator of
which is the Treasury Portfolio Purchase Price and the denominator of which is
the Applicable Principal Amount; provided that in no event shall the
Redemption Amount for any Senior Note be less than the principal amount of such
Senior Note.


          “Redemption
Date” means either the Optional Redemption Date or Special Event
Redemption Date.


          “Redemption
Price” shall mean, for each Senior Note, (i) in the event of a
Special Event Redemption, the Redemption Amount and (ii) in the event of an
Optional Redemption, the principal amount, in each case plus any accrued and
unpaid interest on such Senior Note to, but excluding, the applicable
Redemption Date.


          “Regular
Record Date” means, with respect to any Interest Payment Date for
the Senior Notes, the first day of the calendar month in which such Interest
Payment Date falls regardless of whether such day is a Business Day.


          “Remarketed
Senior Notes” has the meaning set forth in the Remarketing
Agreement.


          “Remarketing”
has the meaning set forth in the Remarketing Agreement.


          “Remarketing
Agents” means Morgan Stanley & Co. Incorporated and Citigroup
Global Markets Inc., or any successor thereto or replacement Remarketing Agents
appointed by the Company pursuant to the Remarketing Agreement.


          “Remarketing
Agreement” means the Remarketing Agreement, dated as of October 23,
2007, among the Company, Morgan Stanley & Co. Incorporated and Citigroup
Global Markets Inc., as Remarketing Agents and The Bank of New York, as
Purchase Contract Agent, as amended from time to time.


5






          “Remarketing
Date” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


          “Remarketing
Fee” has the meaning set forth in the Remarketing Agreement.


          “Remarketing
Notice” has the meaning set forth in the Remarketing Agreement.


          “Remarketing
Price” has the meaning set forth in the Remarketing Agreement.


          “Reset Rate”
has the meaning set forth in the Remarketing Agreement.


          “Semiannual Interest
Payment Date” has the meaning set forth in Section 2.05(b)(ii).


          “Separate
Senior Notes” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Special
Event” shall mean either a Tax Event or an Accounting Event.


          “Special
Event Redemption” means a redemption effected in connection with and
as a result of the occurrence of a Special Event pursuant to Section 3.01.


          “Special
Event Redemption Date” has the meaning set forth in Section 3.01.


          “Successful
Remarketing” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


          “Tax Event”
means the receipt by the Company of an opinion of counsel, rendered by a law
firm having a recognized national tax practice, to the effect that, as a result
of any amendment to, change in or announced proposed change in the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official administrative
decision, pronouncement, judicial decision or action interpreting or applying
such laws or regulations, which amendment or change is effective or which
proposed change, pronouncement, action or decision is announced on or after the
date of issuance of the Senior Notes, there is more than an insubstantial
increase in the risk that interest payable by the Company on the Senior Notes
is not, or within 90 days of the date of such opinion, will not be, deductible
by the Company, in whole or in part, for United States federal income tax
purposes.


          “Termination
Event” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


          “Treasury
Portfolio” means a portfolio of U.S. Treasury securities (or
principal or interest strips thereof) that mature on or prior to November 15,
2010 in an aggregate amount at maturity equal to the Applicable Principal
Amount and with respect to each scheduled Interest Payment Date on the Senior
Notes that occurs after the Special Event Redemption Date, to and including the
Purchase Contract Settlement Date, U.S. Treasury securities (or principal or


6






interest
strips thereof) that mature on or prior to the Business Day immediately
preceding such scheduled Interest Payment Date in an aggregate amount at
maturity equal to the aggregate interest payment (assuming no reset of the
interest rate) that would be due on the Applicable Principal Amount of the
Senior Notes on such date.


          “Treasury
Portfolio Purchase Price” means the lowest aggregate ask-side price
quoted by a primary U.S. government securities dealer to the Quotation Agent
between 9:00 a.m. and 11:00 a.m., New York City time, on the third Business Day
immediately preceding the Special Event Redemption Date for the purchase of the
Treasury Portfolio for settlement on the Special Event Redemption Date.


          “Treasury
Unit” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


          The
terms “Company,”
“Trustee,”
“Indenture,”
“Base
Indenture,” “First Supplemental Indenture” and “Senior Notes”
shall have the respective meanings set forth in the paragraph preceding the
recitals to this Second Supplemental Indenture.


ARTICLE
II

GENERAL TERMS AND CONDITIONS OF THE SENIOR
NOTES


                    Section
2.01 Designation and Principal Amount. There is hereby authorized a
series of Securities designated as 7.50% Senior Notes due 2015 limited in
aggregate principal amount to $600,000,000 (up to $690,000,000 if the
Underwriters exercise their over-allotment option in full). The Senior Notes
may be issued from time to time upon written order of the Company for the
authentication and delivery of Senior Notes pursuant to Section 3.1 of the Base
Indenture.


                    Section
2.02 Maturity. Unless a Special Event Redemption or an Optional
Redemption occurs prior to the Maturity Date (defined below), the date upon
which the Senior Notes shall become due and payable at final maturity, together
with any accrued and unpaid interest, is November 15, 2015 (the “Maturity Date”).


                    Section
2.03 Form, Payment and Appointment. Except as provided in Section 2.04,
the Senior Notes shall be issued in fully registered, certificated form,
bearing identical terms. Senior Notes corresponding to Applicable Ownership Interests
in Senior Notes that are components of Corporate Units shall be registered in
the name of the Collateral Agent. Principal of and interest on the Senior Notes
will be payable, the transfer of such Senior Notes will be registrable, and
such Senior Notes will be exchangeable for Senior Notes of a like aggregate
principal amount bearing identical terms and provisions, at the office or
agency of the Company maintained for such purpose in the Borough of Manhattan,
The City of New York, which shall initially be the corporate trust office of
the Trustee; provided, however, that payment of interest may be made at
the option of the Company by check mailed to the holder at such address as
shall appear in the Security register or by wire transfer to an account appropriately
designated by the 


7






holder
entitled to payment. Payments with respect to any Global Senior Note will be
made by wire transfer to the Depositary.


          No
service charge shall be made for any registration of transfer or exchange of
the Senior Notes, but the Company may require payment from the holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.


          The
Paying Agent and security registrar for the Senior Notes shall initially be the
Trustee.


          The
Senior Notes shall be issuable in denominations of $1,000 and integral
multiples of $1,000 in excess thereof; provided, however, that upon the release
by the Collateral Agent of Senior Notes underlying the Pledged Applicable
Ownership Interests in Senior Notes (other than any release of Senior Notes
underlying Pledged Applicable Ownership Interests in Senior Notes in connection
with (i) the creation of Treasury Units by Collateral Substitution, (ii) a
Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early
Settlement with separate cash or (v) Cash Settlement, in accordance with
Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of
the Purchase Contract and Pledge Agreement, as the case may be), the Senior
Notes shall be issuable in denominations of $25 and integral multiples of $25
in excess thereof, and the Company shall issue Senior Notes in any such
denominations if requested by the Purchase Contract Agent on behalf of any holder
or Beneficial Owner.


                    Section
2.04 Global Senior Notes. Senior Notes corresponding to Applicable
Ownership Interests in Senior Notes that are no longer a component of the
Corporate Units and are released from the Collateral Account will be issued in
permanent global form (a “Global Senior Note”), and if issued as one
or more Global Senior Notes, the Depositary shall be The Depository Trust
Company or such other depositary as any officer of the Company may from time to
time designate. On the date on which the Senior Notes registered in the name of
the Collateral Agent pursuant to Section 2.03 are issued, the Company shall
also issue one or more Global Senior Notes, registered in the name of the
Depositary or its nominee, each having a zero principal balance. Upon the
creation of Treasury Units, or the recreation of Corporate Units, an
appropriate annotation shall be made on the Schedule of Increases and Decreases
on the Global Senior Notes held by the Depositary. Except as otherwise provided
in the Indenture, or except upon recreation of Corporate Units, Senior Notes
represented by the Global Senior Notes will not be exchangeable for, and will
not otherwise be issuable as, Senior Notes in certificated form. Unless and
until such Global Senior Note is exchanged for Senior Notes in certificated
form, Global Senior Notes may be transferred, in whole but not in part, and any
payments on the Senior Notes shall be made, only to the Depositary or a nominee
of the Depositary, or to a successor Depositary selected or approved by the
Company or to a nominee of such successor Depositary.


                    Section
2.05 Interest. (a) The Senior Notes will bear interest initially at the
rate of 7.50% per year (the “Coupon Rate”) from and including October
23, 2007 to, but excluding, the Maturity Date, or in the event of a Successful
Remarketing, the Purchase Contract Settlement Date. In the event of a
Successful Remarketing of the Senior Notes, the Coupon Rate will be reset by
the Remarketing Agents to the Reset Rate with effect from the Purchase Contract


8






Settlement
Date, as set forth in Section 8.03. If the Coupon Rate is so reset, the Senior
Notes will bear interest at the Reset Rate from and including the Purchase
Contract Settlement Date to, but excluding, the Maturity Date. The Senior Notes
shall bear interest, to the extent permitted by law, on any overdue principal
and interest at the Coupon Rate, unless a Successful Remarketing shall have
occurred, in which case interest on such amounts shall accrue at the Reset Rate
from and after the Purchase Contract Settlement Date, in each case, compounded
quarterly through the Purchase Contract Settlement Date and compounded
semi-annually, thereafter.


                              (b) 
(i) Prior to and on the Purchase Contract Settlement Date, interest on the
Senior Notes shall be payable quarterly in arrears on February 17, May 17,
August 17 and November 17 of each year (each, a “Quarterly Interest Payment Date”),
commencing February 17, 2008, to the Person in whose name the relevant Senior
Notes are registered at the close of business on the Regular Record Date for
such Interest Payment Date, except as provided in Section 3.01.


	
 

	
 


	
 

	
                       
            (ii) After the Purchase Contract Settlement Date and following a successful
 Remarketing, interest on the Senior Notes shall be payable semi-annually in
 arrears on May 17 and November 17 of each year (each, a “Semiannual Interest Payment Date”),
 commencing May 17, 2011, to the Person in whose name the relevant Senior
 Notes are registered at the close of business on the Regular Record Date for
 such Interest Payment Date.





                              (c) 
The amount of interest payable for any full Interest Period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. The amount of
interest payable for any period shorter than a full Interest Period for which
interest is computed will be computed on the basis of a 30-day month and, for
any period less than a month, on the basis of the actual number of days elapsed
per 30-day month. In the event that any scheduled Interest Payment Date falls
on a day that is not a Business Day, then payment of interest payable on such
Interest Payment Date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay).


                    Section
2.06 No Defeasance. Section 4.2 of the Base Indenture shall not apply to
the Senior Notes.


                    Section
2.07 No Sinking Fund or Repayment at Option of the Holder. The Senior
Notes are not entitled to the benefit of any sinking fund and Article 12 of the
Base Indenture shall not apply to the Senior Notes.


                    Section
2.08 Paying Agent. The Company initially appoints the Trustee as the Paying
Agent for the Senior Notes. 


ARTICLE III

REDEMPTION OF THE SENIOR NOTES


                    Section
3.01 Special Event Redemption. If a Special Event shall occur and be
continuing prior to the earlier of the date of a Successful Remarketing and the
Purchase Contract


9







Settlement
Date, the Company may, at its option, redeem the Senior Notes in whole, but not
in part, on any Interest Payment Date, at a price per Senior Note equal to the
Redemption Price, payable on the date of redemption (the “Special Event Redemption Date”). 


                    In
connection with any Special Event Redemption, in exchange for any Senior Notes
surrendered for redemption on or after the relevant Special Event Redemption
Date, the Trustee shall pay the Redemption Price (a) to the Collateral Agent,
in the case of Senior Notes that underlie the Applicable Ownership Interests in
Senior Notes included in Corporate Units, which amount shall be applied by the
Collateral Agent in accordance with the terms of the Purchase Contract and
Pledge Agreement, and (b) to the holders of the Separate Senior Notes, in the
case of Separate Senior Notes. 


                    Section
3.02 Optional
Redemption. The Company may redeem the Senior Notes, in whole or in part,
on a date not earlier than November 15, 2012 at a price per Senior Note equal
to the Redemption Price, payable on the date of redemption (the “Optional Redemption Date”) to the holder
presenting such Senior Note for redemption. 


          The
Company may at any time irrevocably waive its right to redeem the Senior Notes
for any specified period (including the remaining term of the Senior Notes).
The Company may not redeem the Senior Notes under this Section 3.02 if the
Senior Notes have been accelerated and such acceleration has not been rescinded
or unless all accrued and unpaid interest has been paid in full on all
outstanding Senior Notes for all Interest Periods terminating on or prior to
the Redemption Date. 


                    Section
3.03 Notice
of Redemption. Solely with respect to the Senior Notes, Section 11.4 of the
Base Indenture is hereby amended and supplemented by adding the following: 


          In
addition, the Company shall notify the Collateral Agent in writing that the
Company intends to redeem the Senior Notes on the Redemption Date and, in the
case of a Special Event Redemption, that a Special Event has occurred. If the
Company elects to redeem the Senior Notes in connection with a Special Event
Redemption, the Company shall appoint the Quotation Agent to assist the Company
in determining the Treasury Portfolio Purchase Price. 


                    Section
3.04 Effect
of Redemption. Unless the Company defaults in the payment of the Redemption
Price, on and after the Redemption Date, (a) interest shall cease to accrue on
the Senior Notes immediately prior to the close of business on the Redemption
Date, (b) the Senior Notes shall become due and payable at the Redemption
Price, and (c) the Senior Notes shall be void and all rights of the holders in
respect of the Senior Notes shall terminate and lapse (other than the right to
receive the Redemption Price upon surrender of such Senior Notes but without
interest on such Redemption Price). Following the notice of a Redemption,
neither the Company nor the Trustee shall be required to register the transfer
of or exchange the Senior Notes to be redeemed. The redemption provisions of
Sections 11.5 and 11.6 of the Base Indenture shall not apply to the Senior
Notes. 


10






                    Section
3.05 Redemption
Procedures. On or prior to the Redemption Date, the Company shall deposit
with the Trustee immediately available funds in an amount sufficient to pay, on
the Redemption Date, the aggregate Redemption Price for Senior Notes being
redeemed. If the Company gives an irrevocable notice of redemption with respect
to the Senior Notes pursuant to Section 3.03 in connection with an Optional
Redemption, and the Company has paid to the Trustee the Redemption Price of the
Senior Notes to be redeemed, then, on the Redemption Date, the Trustee will irrevocably
deposit such funds with the Depositary. The Company will also give the
Depositary irrevocable instructions and authority to pay the Redemption Price
in immediately available funds to the holders of beneficial interests in the
Global Senior Notes. If any Redemption Date is not a Business Day, then the
Redemption Amount will be payable on the next Business Day (and without any
interest or other payment in respect of any such delay). Interest to be paid on
or before the Redemption Date for any Senior Notes called for Redemption shall
be payable to the holders on the Regular Record Dates for the related Interest
Payment Dates. If any Senior Notes called for redemption are not so paid upon
surrender thereof for redemption, the Redemption Price will, until paid, bear
interest from the Redemption Date at the Coupon Rate. In exchange for the
unredeemed portion of such surrendered Senior Notes, new Senior Notes in an
aggregate principal amount equal to the unredeemed portion will be issued. 


                    Section
3.06 No
Other Redemption. Except as set forth in this Article III, the Senior Notes
shall not be redeemable by the Company prior to the Maturity Date. 


ARTICLE IV

FORM OF SENIOR NOTE


                    Section
4.01 Form
of Senior Note. The Senior Notes and the Trustee’s Certificate of
Authentication to be endorsed thereon are to be substantially in the forms
attached as Exhibit A hereto, with such changes therein as the officers of the
Company executing the Senior Notes (by manual or facsimile signature) may
approve, such approval to be conclusively evidenced by their execution thereof.



ARTICLE V

ORIGINAL ISSUE OF SENIOR NOTES


                    Section
5.01 Original
Issue of Senior Notes. Senior Notes in the aggregate principal amount of
$600,000,000 (up to $690,000,000 if the Underwriters exercise their
over-allotment option in full) may from time to time, upon execution of this
Second Supplemental Indenture, be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Senior Notes to or upon the written order of the Company pursuant
to Section 2.2 of the Base Indenture without any further action by the Company
(other than as required by the Base Indenture). 


11






ARTICLE VI

SUPPLEMENTAL INDENTURES


                    Section
6.01 Supplemental
Indentures with Consent of holders of Senior Notes. As set forth in Section
9.2 of the Base Indenture, with the consent of the holders of a majority in the
aggregate principal amount of Senior Notes affected by such supplemental
indenture at the time outstanding, the Company and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental thereto
or to the Base Indenture for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Base
Indenture or this Second Supplemental Indenture or of modifying in any manner
the rights of the holders of the Senior Notes; provided,
however, that, solely with respect to the Senior Notes, in addition
to clauses (1) through (4) of Section 9.2 of the Base Indenture, no such
indenture or supplemental indenture shall (a) impair the right to institute
suit for the enforcement of any payment on or with respect to any Senior Note,
(b) modify the terms of the Put Right or (c) modify the interest rate reset or
Remarketing provisions of the Senior Notes, without, in the case of each of the
foregoing clauses (a), (b) and (c), the consent of the holder of each Senior Note
affected. 


                    Section
6.02 Supplemental
Indentures without Consent of holders of Senior Notes. As set forth in
Section 9.1 of the Base Indenture, the Company and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental thereto
or to the Base Indenture for the purpose of adding certain provisions or
changing certain provisions of the Base Indenture or this Second Supplemental
Indenture without the consent of the holders of the Senior Notes. Solely with
respect to the Senior Notes, in addition to clauses (1) through (10) of Section
9.1 of the Base Indenture, the Company and the Trustee may enter into a
supplemental indenture to modify the terms of the Senior Notes (x) to cure any ambiguity or correct
any inconsistency (provided that
any amendment made solely to conform the provisions of this Second Supplemental
Indenture to the “Description of Notes” contained in the prospectus supplement
related to the offering of the Corporate Units of which the Senior Notes form a
part shall not be deemed to adversely affect the interests of the holder of
Senior Notes) and (y) in connection with the Remarketing, in each case to be
effective on and after the Purchase Contract Settlement Date to provide for the
Senior Notes to mature at any time earlier than November 15, 2015, provided that the Senior Notes may not
mature earlier than November 15, 2012; provided
further that in the case of
clause (y) above, that notice of such modification of the terms must be provided
to holders and prospective purchasers of the Senior Notes prior to such time
(which notice, if applicable, may be in the form of the prospectus used for the
Remarketing of the Senior Notes delivered to the holders of the Senior Notes). 


ARTICLE VII

MISCELLANEOUS


                    Section
7.01 Ratification
of Indenture. The Indenture, as supplemented by this Second Supplemental
Indenture, is in all respects ratified and confirmed, and this Second
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.


12






                    Section
7.02 Trustee
Not Responsible for Recitals. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee makes no representation as to the validity
or sufficiency of this Second Supplemental Indenture. 


                    Section
7.03 New
York Law To Govern. THIS SECOND SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE
SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE. 


                    Section
7.04 Separability.
In case any one or more of the provisions contained in this Second Supplemental
Indenture or in the Senior Notes shall for any reason be held to be invalid,
illegal or unenforceable in any respect, then, to the extent permitted by law,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Second Supplemental Indenture or of the Senior Notes, but
this Second Supplemental Indenture and the Senior Notes shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein. 


                    Section
7.05 Counterparts.
This Second Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument. 


ARTICLE VIII

REMARKETING


                    Section
8.01 Remarketing
Procedures. (a) The Company or the Purchase Contract Agent, at the
Company’s request, shall give the Remarketing Notice, not later than 10:00
a.m., New York City time, on October 5, 2010, to the Holders of Units and
holders of Separate Senior Notes. Unless a Special Event Redemption or a
Termination Event has occurred prior to the First Remarketing Date, the Company
shall engage the Remarketing Agents pursuant to the Remarketing Agreement for
the Remarketing of the Senior Notes. The Company will request, not later than
October 5, 2010 that the Depositary or its nominee notify the Beneficial Owners
or Depositary Participants holding Separate Senior Notes, Corporate Units and
Treasury Units of the procedures to be followed in the Remarketing, including,
in the case of a Failed Final Remarketing, the procedures that must be followed
by a holder of Separate Senior Notes if such holder wishes to exercise its Put
Right or by a holder of Applicable Ownership Interests in Senior Notes if such
holder elects not to exercise its Put Right. 


                              (b) Each
holder of Separate Senior Notes
may elect to have the Separate Senior Notes held by such holder remarketed in
any Remarketing. A holder making such an election must, pursuant to the
Purchase Contract and Pledge Agreement, notify the Collateral Agent through a
notice of election and deliver such Separate Senior Notes to the Collateral
Agent prior to 5:00 p.m., New York City time, on the second Business Day 


13






immediately
preceding the First Remarketing Date (but no earlier than the Interest Payment
Date immediately preceding the First Remarketing Date). The Custodial Agent
shall hold the Separate Senior Notes in a separate account from the Collateral
Account in which the pledged Senior Notes shall be held. Any such notice and
delivery may be withdrawn prior to 5:00 p.m., New York City time, on the second
Business Day immediately preceding the First Remarketing Date in accordance
with the provisions set forth in the Purchase Contract and Pledge Agreement.
Any such notice and delivery not withdrawn by such time will be irrevocable
with respect to each Remarketing. Pursuant to Section 5.02 of the Purchase
Contract and Pledge Agreement, promptly after 11:00 a.m., New York City time,
on the Business Day immediately preceding the First Remarketing Date, the
Custodial Agent, based on the notices and deliveries received by it prior to
such time, shall notify the Remarketing Agents of the principal amount of
Separate Senior Notes tendered for remarketing and shall cause such Separate
Senior Notes to be presented to the Remarketing Agents. Under Section 5.02 of
the Purchase Contract and Pledge Agreement, Senior Notes that underlie
Applicable Ownership Interests in Senior Notes included in Corporate Units will
be deemed tendered for Remarketing and will be remarketed in accordance with
the terms of the Remarketing Agreement. 


                              (c) The
right of each holder of
Remarketed Senior Notes to have such Senior Notes remarketed and sold on any
Remarketing Date shall be subject to the conditions that (i) the Remarketing
Agents conduct a Remarketing pursuant to the terms of the Remarketing Agreement
on such Remarketing Date, (ii) neither a Special Event Redemption nor a
Termination Event has occurred prior to such Remarketing Date, (iii) the
Remarketing Agents are able to find a purchaser or purchasers for Remarketed
Senior Notes at the Remarketing Price based on the Reset Rate and (iv) the
purchaser or purchasers deliver the purchase price therefor to the Remarketing
Agents as and when required. 


                              (d) Neither
the Trustee, the Company nor
the Remarketing Agents shall be obligated in any case to provide funds to make
payment upon tender of Senior Notes for remarketing. 


                    Section
8.02 Remarketing.
(a) Unless a Special Event Redemption or a Termination Event has occurred prior
to the First Remarketing Date, on the First Remarketing Date, the Remarketing
Agents shall, pursuant and subject to the terms of the Remarketing Agreement,
use their reasonable efforts to remarket the Remarketed Senior Notes at the Remarketing
Price. 


                              (b) In
the case of a Failed Initial
Remarketing, on each successive Business Day to, and including, the earlier of
(i) the Final Remarketing Date and (ii) the day of Successful Remarketing, the
Remarketing Agents shall use their reasonable efforts to remarket the
Remarketed Senior Notes at the Remarketing Price. It is understood and agreed
that Remarketing on any Remarketing Date will be considered successful and no
further attempts will be made if the resulting proceeds are at least equal to
the Remarketing Price. 


14






                    Section
8.03 Reset
Rate. (a) In connection with each Remarketing, the Remarketing Agents shall
determine the Reset Rate (rounded to the nearest one-thousandth (0.001) of one
percent per annum). 


                              (b) Anything
herein to the contrary
notwithstanding, the Reset Rate shall in no event exceed the maximum rate
permitted by applicable law. 


                              (c) In
the event of a Failed Remarketing
or if no Applicable Ownership Interests in Senior Notes are included in
Corporate Units and none of the holders of the Separate Senior Notes elect to
have their Senior Notes remarketed in any Remarketing, the applicable interest
rate on the Senior Notes will not be reset and will continue to be the Coupon
Rate. 


                              
(d) In the
event of a Successful Remarketing, the Coupon Rate shall be reset on the
Purchase Contract Settlement Date to the Reset Rate as determined by the Remarketing
Agents under the Remarketing Agreement, and the Company shall issue a press
release containing such Reset Rate and publish such information on its website.



                    Section
8.04 Failed
Remarketing. If, by 4:00 p.m., New York City time, on any Remarketing Date,
despite using reasonable efforts, the Remarketing Agents are unable to remarket
all of the Remarketed Senior Notes at the Remarketing Price pursuant to the
terms and conditions hereof and of the Remarketing Agreement or the Remarketing
has not occurred because a condition precedent to the Remarketing has not been
fulfilled, a Failed Remarketing shall be deemed to have occurred. 


                    Section
8.05 Put
Right.


                              (a) Subject
to paragraph (b) hereof, if
there has not been a Successful Remarketing on or prior to the Final
Remarketing Date, holders of Senior Notes will, subject to this Section 8.05,
have the right (the “Put Right”)
to require the Company to purchase such Senior Notes on the Purchase Contract
Settlement Date, at a price per Senior Note equal to the principal amount of
the applicable Senior Note (the “Put Price”).



                              (b) The
Put Right of holders of
Applicable Ownership Interests in Senior Notes that are part of Corporate Units
will be deemed to be automatically exercised unless such holders (1) prior to
5:00 p.m., New York City time, on the second Business Day immediately preceding
the Purchase Contract Settlement Date, provide written notice to the Purchase
Contract Agent of their intention to settle the related Purchase Contract with
separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the
Business Day prior to the Purchase Contract Settlement Date, deliver to the
Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to
the Purchase Contract Agreement. Holders that do not satisfy conditions (1) and
(2) above shall be deemed to have elected to pay the Purchase Price for the
shares of Common Stock to be issued under the related Purchase Contract from
the proceeds of the Put Right in full satisfaction of such holders’ obligations
under the Purchase Contracts. 


15






                              (c) The
Put Right of a holder of a
Separate Senior Note shall only be exercisable upon delivery of a notice to the
Trustee by such holder on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date. On or prior to the Purchase
Contract Settlement Date, the Company shall deposit with the Trustee
immediately available funds in an amount sufficient to pay, on the Purchase
Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes
with respect to which a holder has exercised a Put Right. In exchange for any
Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall
distribute the Put Price to the holders of such Separate Senior Notes. 


ARTICLE IX


ADDITIONAL EVENTS OF DEFAULT


                    Section
9.01 Additional
Events of Default. Solely with respect to the Senior Notes, in addition to
the events listed as Events of Default in Section 5.1 of the Base Indenture, a
default in the payment of the principal of, or premium, if any, on the Senior
Notes when due (whether at the Maturity Date, as a result of a Put Right or
otherwise) shall be an additional Event of Default with respect to the Senior
Notes. 


ARTICLE X


TAX TREATMENT


                    Section
10.01 Tax
Treatment. The Company agrees, and by acceptance of a Corporate Unit or a
Separate Senior Note, each holder will be deemed to have agreed (1) to treat
each beneficial owner of a Corporate Unit as the owner of the Applicable
Ownership Interest in Senior Notes constituting a part of such Corporate Unit
for U.S. federal income tax purposes and (2) not to treat the Senior Notes as
contingent payment debt instruments for U.S. federal income tax purposes. 


16






          IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, as of the day and year first written above. 


	
 

	
 

	
 


	
 

	
CIT GROUP INC.


	
 

	
 

	
 


	
 

	
By:

	
 /s/ Glenn A. Votek


	
 

	
 

	



	
 

	
 

	
Name: Glenn A. Votek


	
 

	
 

	
Title: Executive Vice President and Treasurer


	
 

	
 

	
 


	
 

	
THE BANK OF NEW YORK, as Trustee


	
 

	
 

	
 


	
 

	
By:

	
 /s/ Larry O'Brien


	
 

	
 

	



	
 

	
 

	
Name: Larry O'Brien


	
 

	
 

	
Title: Vice President










EXHIBIT A 


[IF THIS SENIOR NOTE
IS TO BE A GLOBAL SECURITY, INSERT:]



THIS SENIOR
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A
NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS SENIOR NOTE IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST
COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE
DEPOSITORY TRUST COMPANY. 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


CIT GROUP INC.


7.50% Senior Notes due November 15, 2015


	
 

	
 


	
 

	
CUSIP
 No.:[          ]


	
 

	
ISIN NUMBER:
 [          ]


	
No.

	
$[                    ]
 





          CIT
Group Inc., a corporation organized and existing under the laws of Delaware
(hereinafter called the “Company”,
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
[               ],
or registered assigns, [the principal sum
of               DOLLARS]
[the principal sum as set forth in the Schedule of Increases or Decreases in
Senior Note attached hereto, which amount shall not exceed $600,000,000 (or
$690,000,000 if the Underwriters exercise their over-allotment in full)], on
November 15, 2015 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest
thereon from the original issuance date or the most recent Interest Payment
Date to which interest has been paid or duly provided for, quarterly in arrears
on February 17, May 17, August 17 and November 17 of each year (each, a “Quarterly Interest Payment
Date”),






commencing
February 17, 2008 at the rate of 7.50% per annum through the Purchase Contract
Settlement Date, and thereafter semi-annually in arrears on May 17 and November
17 of each year (each, a “Semiannual Interest
Payment Date”), commencing May 17, 2011, at the Reset Rate, or if
there has not been a Successful Remarketing prior to the Purchase Contract
Settlement Date, at the Coupon Rate, on the basis of a 360-day year consisting
of twelve 30-day months, until the principal hereof is paid or duly provided
for or made available for payment. The Senior Notes shall bear interest, to the
extent permitted by law, on any overdue principal and interest at the Coupon
Rate, unless a Successful Remarketing shall have occurred, in which case
interest on such amounts shall accrue at the Reset Rate from and after the
Purchase Contract Settlement Date, in each case, compounded quarterly through
the Purchase Contract Settlement Date and compounded semi-annually thereafter.
The Reset Rate, if any, shall be established pursuant to the terms of the
Indenture (as such term is defined on the reverse of this Senior Note) and the
Remarketing Agreement. The amount of interest payable for any period shorter
than a full Interest Period for which interest is computed will be computed on
the basis of a 30-day month and, for any period less than a month, on the basis
of the actual number of days elapsed per 30-day month. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Senior Note
(or one or more predecessor Senior Notes) is registered at the close of
business on the Regular Record Date for such Interest Payment Date. 


          Except
as set forth above, payment of the principal of and interest on this Senior
Note will be made at the office or agency of the Company maintained for that
purpose in The Borough of Manhattan, The City of New York, which shall initially
be the corporate trust office of the Trustee, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided,
however, that payment of interest
may be made at the option of the Company by check mailed to the holder at such
address as shall appear in the security register or by wire transfer to an
account appropriately designated by the holder entitled to payment. Payments
with respect to any Global Senior Note will be made by wire transfer to the
Depositary. 


          Reference
is hereby made to the further provisions of this Senior Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place. 


          Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Senior Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose. 






          IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal. 


	
 

	
 

	
 


	
 

	
CIT GROUP
 INC.


	
 

	
 

	
 


	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title: 










TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of
the Senior Notes referred to in the within mentioned Indenture. 


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 


	
 

	


	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
THE BANK OF
 NEW YORK,


	
 

	
 

	
as Trustee


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
          Authorized
 Signatory 










REVERSE OF SENIOR NOTE


          This
Senior Note is one of a duly authorized issue of securities of the Company
(herein called the “Senior Notes”),
issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of January 20,
2006, between the Company and The Bank of New York (as a successor to JPMorgan
Chase Bank, N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee), as
amended and supplemented by the First Supplemental Indenture, dated as of
February 13, 2007, between the Company and the Trustee (the “First Supplemental Indenture”), as amended
and supplemented by the Second Supplemental Indenture, dated as of October 23,
2007, between the Company and the Trustee (the “Second Supplemental Indenture” and, together with the Base
Indenture and the First Supplemental Indenture, the “Indenture”), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the Senior
Notes and of the terms upon which the Senior Notes are, and are to be,
authenticated and delivered. This Senior Note is one of the series designated
on the face hereof, limited in aggregate principal amount to
$[               ].



          All
terms used in this Senior Note that are defined in the Indenture shall have the
meaning assigned to them in the Indenture. 


          If
a Special Event shall occur and be continuing prior to the earlier of the date
of a Successful Remarketing and the Purchase Contract Settlement Date, the
Company may, at its option, redeem the Senior Notes of this series in whole,
but not in part, on any Interest Payment Date, at a price per Senior Note equal
to the Redemption Price as set forth in the Indenture. In addition, the Company
may redeem the Senior Notes, in whole or in part, on a date not earlier than
November 12, 2012, at a price per Senior Note equal to the Redemption Price, as
set forth in the Indenture. Except as set forth in the this paragraph and in
Article III of the Second Supplemental Indenture, the Company may not redeem
the Senior Notes at its option prior to the Maturity Date. 


          Pursuant
to Section 8.05 of the Second Supplemental Indenture, if there has not been a
Successful Remarketing on or prior to the Final Remarketing Date, holders of
Senior Notes will have the right (the “Put
Right”) to require the Company to purchase such Senior Notes on the
Purchase Contract Settlement Date, in the case of Separate Senior Notes upon a
notice to the Trustee on or prior to the second Business Day prior to the
Purchase Contract Settlement Date, at a price per Senior Note equal to the
principal amount of the applicable Senior Note (the “Put Price”). 


          The
Senior Notes are not entitled to the benefit of any sinking fund and will not
be subject to defeasance or covenant defeasance under Section 4.2 of the Base
Indenture. 


          If
an Event of Default with respect to Senior Notes shall occur and be continuing,
the principal of the Senior Notes of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. 






          The
Indenture permits, with certain exceptions as therein provided, the entry into
one or more supplemental indentures for purposes of amending or modifying the
rights and obligations of the Company and the rights of the holders of the
Senior Notes under the Indenture or the Second Supplemental Indenture at any
time by the Company and the Trustee with the consent of the holders of a
majority in principal amount of the Senior Notes at the time outstanding. The
Indenture also contains provisions permitting the holders of specified
percentages in principal amount of the Senior Notes at the time outstanding, on
behalf of the holders of all Senior Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and the consequences thereof. Any such consent or waiver by the
holder of this Senior Note shall be conclusive and binding upon such holder and
upon all future holders of this Senior Note and of any Senior Note issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Senior
Note. 


          Senior
Notes are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof, except as provided in Section 2.03 of
the Second Supplemental Indenture. 


          Except
as provided in Section 2.04, of the Second Supplemental Indenture, the Senior
Notes shall be issued in fully registered, certificated form, bearing identical
terms. Principal of and interest on the Senior Notes will be payable, the
transfer of such Senior Notes will be registrable, and such Senior Notes will
be exchangeable for Senior Notes of a like aggregate principal amount bearing
identical terms and provisions, at the office or agency of the Company
maintained for such purpose in the Borough of Manhattan, The City of New York. 


          No
service charge shall be made for any registration of transfer or exchange of
the Senior Notes, but the Company may require payment from the holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. 


          Pursuant
to Section 2.04 of the Second Supplemental Indenture, Senior Notes
corresponding to Applicable Ownership Interests in Senior Notes that are no
longer a component of the Corporate Units and are released from the Collateral
Account will be issued as Global Senior Notes. Except as otherwise provided in
the Indenture, or except upon recreation of Corporate Units, Senior Notes
represented by Global Senior Notes will not be exchangeable for, and will not
otherwise be issuable as, Senior Notes in certificated form. Unless and until
such Global Senior Notes are exchanged for Senior Notes in certificated form,
Global Senior Notes may be transferred, in whole but not in part, and any
payments on the Senior Notes shall be made, only to the Depositary or a nominee
of the Depositary, or to a successor Depositary selected or approved by the
Company or to a nominee of such successor Depositary. 


          The
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Senior Note is registered as the owner hereof for all purposes,
whether or not this Senior Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary. 






          The
Company agrees, and by acceptance of a Corporate Unit or a Separate Senior
Note, each holder will be deemed to have agreed (1) to treat each beneficial
owner of a Corporate Unit as the owner of the Applicable Ownership Interest in
Senior Notes constituting a part of such Corporate Unit for U.S. federal income
tax purposes and (2) not to treat the Senior Notes as contingent payment debt
instruments for U.S. federal income tax purposes. 


          THIS
SENIOR NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE. 








ASSIGNMENT


FOR VALUE
RECEIVED, the undersigned assigns and transfers this Senior Note to:


	
 


	



	



	






(Insert
assignee’s social security or tax identification number)


	
 


	



	



	






(Insert
address and zip code of assignee)


and
irrevocably appoints


	
 


	



	



	






agent to
transfer this Senior Note on the books of the Company. The agent may substitute
another to act for him or her.


	
 

	
 


	
Date: 

	
 


	
 

	









	
 

	
 

	
 


	
 

	
Signature:


	
 

	
 

	
 


	
 

	



	
 

	
 

	
 


	
 

	
Signature
 Guarantee:

	
 


	
 

	
 

	






(Sign exactly
as your name appears on the other side of this Senior Note)






SIGNATURE GUARANTEE


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


	
 

	
 


	
By: 

	
 


	
 

	



	
 

	
Name:


	
 

	
Title:








	
 

	
 

	
 


	
 

	



	
 

	
as Trustee


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Name


	
 

	
 

	
Title:








	
 

	
 


	
Attest:


	
 

	
 


	
By: 

	
 


	
 

	



	
 

	
Name:


	
 

	
Title:










SCHEDULE OF INCREASES OR DECREASES IN SENIOR
NOTE


The initial
principal amount of this Senior Note is
$[        ]. The following increases or
decreases in a part of this Senior Note have been made:


	
 

	
 

	
 

	
 

	
 


	
Date

	
Amount of

 decrease in

 principal

 amount of this

 Senior Note

	
Amount of

 increase in

 principal 

 amount of this

 Senior Note

	
Principal
 amount of

 this Senior Note

 following

 such decrease

 (or increase)

	
Signature
 of

 authorized signatory

 of Trustee