Exhibit
4.4




 


 




 


6.125% Subordinated Notes due 2028


 


CIT GROUP INC.,

as Issuer,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Security Registrar and Authenticating Agent


 





 



 


FIRST SUPPLEMENTAL INDENTURE


 



 



 


Dated as of March 9, 2018


 





 




    	 



    	



    

TABLE OF CONTENTS


 


Page


 


ARTICLE 1


 


DEFINITIONS


 


	Section 1.1	Relation to Base Indenture	1
	Section 1.2	Definition of Terms	2



 


ARTICLE 2


 


GENERAL TERMS
AND CONDITIONS OF THE NOTES


 


	Section 2.1	Designation and Principal Amount	4
	Section 2.2	Maturity	4
	Section 2.3	Form, Payment and Appointment	4
	Section 2.4	Global Notes	5
	Section 2.5	Interest	5


 


ARTICLE 3


 


REDEMPTION AND
REPURCHASE OF THE NOTES


 


	Section 3.1	No Sinking Fund or Repayment at Option of the Holder	5
	Section 3.2	Regulatory Event Redemption	5
	Section 3.3	[Reserved]	6
	Section 3.4	Effect of Redemption	6
	Section 3.5	Redemption Procedures	6
	Section 3.6	No Other Redemption	7


 


ARTICLE 4


 


FORM OF NOTE


 


	Section 4.1	Form of Note	7


 


ARTICLE 5


 


COVENANTS


 


	Section 5.1	Reports	7




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Page


 

ARTICLE 6


 




[RESERVED]


 


ARTICLE 7


 


MISCELLANEOUS


 


	Section 7.1	Ratification of Indenture	8
	Section 7.2	No Personal Liability of Directors, Officers, Employees and Stockholders	8
	Section 7.3	Trustee and Agent Not Responsible for Recitals	9
	Section 7.4	New York Law To Govern	9
	Section 7.5	Separability	9
	Section 7.6	Counterparts	9




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THIS FIRST SUPPLEMENTAL INDENTURE, dated
as of March 9, 2018 (this “Supplemental Indenture”), among CIT Group Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the “Company”), Wilmington Trust, National Association, as
trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating
agent (the “Agent”), amending and supplementing the Indenture, dated as of March 9, 2018 among the Company,
the Trustee and the Agent, governing the issuance of subordinated debt securities (the “Base Indenture”). The
Base Indenture, as amended and supplemented by the Supplemental Indenture, shall be referred to herein as the “Indenture.”


 


RECITALS


 


WHEREAS, the Company has executed and delivered
the Base Indenture to the Trustee and the Agent to provide for the future issuance of the Company’s debt securities or other
evidence of Indebtedness, 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 9.3(8) 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 6.125% Subordinated
Notes due 2028 (the “Notes”) and the form, terms, provisions and conditions thereof to be set forth as provided
in this Supplemental Indenture; and


 


WHEREAS, the Company has requested that the
Trustee and the Agent execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental
Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee and the Agent, and the payment by the purchaser thereof of the agreed upon
consideration therefor, the valid, binding and enforceable Obligations of the Company, have been done and performed, and the execution
and delivery of this Supplemental Indenture have 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 1



DEFINITIONS


 


Section 1.1 Relation to Base Indenture.


 


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



    	 



    	



    

Section 1.2 Definition of Terms.


 


For all purposes of this Supplemental Indenture:


 


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


 


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


 


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


 


(d) the singular includes the
plural and vice versa and use of any gender includes each other gender;


 


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


 


(f) the following terms have
the meanings given to them in this Section 1.2:


 


“1940 Act Event” means
an event requiring the Company to register as an investment company pursuant to the Investment Company Act of 1940, as amended.


 


“Additional Notes” means
additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 3.12 of the Base Indenture,
as part of the same series as the Initial Notes.


 


“Coupon Rate” has the
meaning set forth in Section 2.5(a) hereof.


 


“Custodian” means, with
respect to any Global Note, the Security Registrar, as custodian for DTC with respect to such Global Note.


 


“DTC” has the meaning
set forth in Section 2.3(d) hereof.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System or any successor regulatory authority with jurisdiction over bank holding
companies.


 


“Global Notes” has the
meaning set forth in Section 2.4 hereof.


 


“Independent Bank Regulatory Counsel”
means a law firm, a member of a law firm or an independent practitioner that is experienced in matters of federal bank holding
company and banking regulatory law, including the laws, rules and the guidelines of the Federal Reserve Board relating to regulatory
capital, and shall include any Person who, under the standards of professional conduct then prevailing and applicable to such counsel,
would not have a conflict of



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interest in representing the Company or the
Trustee in connection with providing the legal opinion contemplated by the definition of the term “Tier 2 Capital Event.”


 


“Initial Notes” means
$400,000,000 aggregate principal amount of the Notes issued on the Issue Date.


 


“Interest Payment Date”
has the meaning set forth in Section 2.5(a) hereof.


 


“Issue Date” means the
date of this Supplemental Indenture.


 


“Maturity Date” means
March 9, 2028.


 


“Notes” has the meaning
set forth in the recitals hereto.


 


“Obligations” means any
principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to an obligor, would
have accrued on any obligation, whether or not a claim is allowed against such obligor for such interest in the related proceeding),
penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.


 


“Parent” has the meaning
set forth in Section 5.1(c) hereof.


 


“Regular Record Date”
means, with respect to a March 9 Interest Payment Date, the immediately preceding February 25, and with respect to a September
9 Interest Payment Date, the immediately preceding August 25.


 


“Tier 2 Capital Event”
means the receipt by the Company of an opinion of Independent Bank Regulatory Counsel to the effect that as a result of:


 


(a) any amendment to, or change
in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of
the United States, including the Federal Reserve Board and other appropriate federal bank regulatory agencies) that is enacted
or becomes effective after the Issue Date;


 


(b) any proposed change in those
laws, rules or regulations that is announced or becomes effective after the Issue Date; or


 


(c) any official administrative
decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules
or regulations or policies with respect thereto that is announced after the Issue Date,


 


in each case, there is more than an insubstantial
risk that the Company will not be entitled to treat the Notes then outstanding as “Tier 2 capital” (or its equivalent)
for purposes of the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or
regulations of any successor appropriate federal banking agency) as then in effect and applicable, for so long as any Notes are
outstanding.



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


 


ARTICLE 2


 


GENERAL TERMS
AND CONDITIONS OF THE NOTES


 


Section 2.1 Designation and Principal
Amount.


 


There is hereby authorized a series of Securities
designated the “6.125% Subordinated Notes due 2028” initially offered in the aggregate principal amount of $400,000,000,
which amount shall be as set forth in a Company Order for the authentication and delivery of Notes pursuant to Section 3.3 of the
Base Indenture.


 


Section 2.2 Maturity.


 


Unless earlier redeemed pursuant to Section
3.2 hereof, the date upon which the Notes shall become due and payable at final maturity, together with any accrued and unpaid
interest, is the Maturity Date.


 


Section 2.3 Form, Payment and Appointment.


 


(a) Principal of, premium, if any, and
interest on the Notes shall be payable, the transfer of such Notes shall be registrable, and such Notes shall be exchangeable for
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 office of the Security Registrar;
provided, however, that (i) if a Holder (including a Depository) has given wire transfer instructions to the Company
on or before the Regular Record Date, then payment of principal, premium, if any, and interest on that Holder’s Notes shall
be paid in accordance with those instructions and (ii) if no such instructions have been given, then, at the option of the Company,
payments of principal, premium, if any, and interest may be made by check mailed to the Holder at such address as shall appear
in the Security Register. Principal, premium, if any, and interest shall be payable in Dollars.


 


(b) No service charge shall be made for
any registration of transfer or exchange of the 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.


 


(c) The Paying Agent, Authenticating Agent
and Security Registrar for the Notes shall initially be Deutsche Bank Trust Company Americas.


 


(d) The Company initially appoints The
Depository Trust Company (“DTC”) to act as Depository with respect to the Global Notes. Deutsche Bank Trust
Company Americas shall act as Custodian with respect to the Global Notes.


 


(e) The Notes shall be issuable in the
denominations of $2,000 and integral multiples of $1,000 in excess thereof.



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Section 2.4 Global Notes.


 


The Notes initially shall be issued in permanent
global form as one or more Global Notes (collectively, the “Global Notes”). Except as otherwise provided in
the Indenture or this Section 2.4, Notes represented by the Global Notes shall not be exchangeable for, and shall not otherwise
be issuable as, Notes in certificated form. Unless and until such Global Note is exchanged for Notes in certificated form, Global
Notes may be transferred, in whole but not in part, and any payments on the 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 2.5 Interest.


 


(a) The unpaid principal amount of the
Notes shall bear interest at the rate of 6.125% per year (the “Coupon Rate”) from and including the Issue Date
or from the most recent Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the Maturity
Date. Interest will be payable semiannually in arrears on March 9 and September 9, commencing on September 9, 2018. Each such date
on which interest is payable is an “Interest Payment Date.”


 


(b) Interest shall be computed on the
basis of a 360-day year consisting of twelve 30-day months. 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 shall 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).


 


(c) Interest shall be calculated by the
Paying Agent. The Paying Agent will provide to the Company the calculation of interest payable on an Interest Payment Date at least
5 Business Days prior to such Interest Payment Date.


 


(d) The Company shall deposit the funds
for any payment of interest with the Trustee or Paying Agent one Business Day prior to any Interest Payment Date.


 


ARTICLE 3


 


REDEMPTION AND
REPURCHASE OF THE NOTES


 


Section 3.1 No Sinking Fund or Repayment
at Option of the Holder.


 


The Notes are not entitled to the benefit
of any sinking fund and are not subject to redemption at the option of the Holders. Articles 13 and 14 of the Base Indenture shall
not apply to the Notes.


 


Section 3.2 Regulatory Event Redemption.


 


(a) The Company may, at its option, redeem
the Notes, in whole but not in part, at a price equal to 100% of the principal amount of the Notes being redeemed plus interest
that is accrued and unpaid to but excluding the Redemption Date, upon the occurrence of a Tier 2



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Capital Event or a 1940 Act Event. Notice
of redemption will be delivered to Holders at least 10 but not more than 60 days before the Redemption Date.


 


(b) Prior to giving any notice to the
Holders pursuant to Section 3.2(a), the Company must deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate
certifying that (i) a Tier 2 Capital Event or a 1940 Act Event has occurred and (ii) the Company is entitled to redeem the Notes
in accordance with Section 3.2 (a), upon which such Opinion of Counsel and Officers’ Certificate the Trustee may conclusively
rely.


 


(c) Any redemption of the Notes will be
subject to the prior approval of the Federal Reserve Board, to the extent that such approval is then required.


 


(d) In addition to the Company’s
right to redeem Notes as set forth above in this Section 3.2, the Company may at any time and from time to time purchase Notes
in open market transactions, tender offers or otherwise, subject to the prior approval of the Federal Reserve Board, to the extent
such approval is then required.


 


Section 3.3 [Reserved].



 


Section 3.4 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 Notes immediately prior to
the close of business on the Redemption Date, (b) the Notes shall become due and payable at the Redemption Price and (c) the Notes
shall be void and all rights of the Holders in respect of the Notes shall terminate and lapse (other than the right to receive
the Redemption Price upon surrender of such Notes but without interest on such Redemption Price). Following the notice of a redemption,
neither the Company nor the Security Registrar shall be required to register the transfer of or exchange the Notes to be redeemed.
The redemption provisions of Sections 12.5 and 12.6 of the Base Indenture shall not apply to the Notes.


 


Section 3.5 Redemption Procedures.


 




One Business Day prior to the Redemption
Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption
Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect
to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent
the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such
funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption
Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not
a Business Day, then the Redemption Price shall 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 Notes called for redemption shall be
payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are
not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date
at the Coupon Rate. In exchange for the



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unredeemed portion of such surrendered Notes,
new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issued.


 


Section 3.6 No Other Redemption.



 


Except as set forth in this Article 3, the
Notes shall not be redeemable by the Company prior to the Maturity Date.


 


ARTICLE 4


 


FORM OF NOTE


 


Section 4.1 Form of Note.


 


The Notes and the Authenticating Agent’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 Notes (by manual or facsimile signature) may approve, such
approval to be conclusively evidenced by their execution thereof.


 


ARTICLE 5


 


COVENANTS


 


In addition to the covenants set forth in
Article 10 of the Base Indenture, the following covenants shall apply to any Outstanding Notes:


 


Section 5.1 Reports.


 


(a) Whether or not required by the rules
and regulations of the Commission and in lieu of Section 7.4 of the Base Indenture, so long as any Notes are Outstanding, the Company
shall furnish to the Holders or cause the Trustee (upon its receipt from the Company) to furnish to the Holders, within 30 days
after the Company is required to file the same with the Commission:


 


(i) all quarterly and annual
reports that the Company is required to file, or would be required to file with the Commission, on Forms 10-Q and 10-K if the Company
were required to file such reports; and


 


(ii) all current reports that
the Company is required to file, or would be required to file with the Commission, on Form 8-K if the Company were required to
file such reports;


 


provided that any such above information or reports filed
with the EDGAR system of the Commission (or any successor system) and available publicly on the Internet shall be deemed to be
furnished to the Holders of Notes.


 


(b) All such reports shall be prepared
in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on
Form 10-K shall



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include a report on the Company’s consolidated
financial statements by the Company’s independent registered public accounting firm. In addition, whether or not required
by the Commission, the Company shall file a copy of all of the reports referred to in Section 5.1(a)(i) and (ii) with the Commission
for public availability within the time periods specified in the Commission’s rules and regulations applicable to such reports
for the status of the filer that the Company would otherwise be if it were required to file reports with the Commission, subject
to extension as set forth in Rule 12b-25(b)(ii) under the Exchange Act (or any successor provision) (unless the Commission shall
not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The
Company agrees that it shall not take any action that would cause the Commission not to accept such filings. If, notwithstanding
the foregoing, the Commission will not accept such filings for any reason, the Company will post the reports specified in Section
5.1(a) hereof on its publicly accessible website within the time periods that would apply if the Company were required to file
those reports with the Commission.


 


(c) If, and so long as, all of the Capital
Stock of the Company is beneficially owned, directly or indirectly, by a Person (the “Parent”) (i) whose corporate
family and corporate credit ratings are Investment Grade Ratings and (ii) that files reports with the Commission under Section
13(a) or 15(d) of the Exchange Act, the requirements in Section 5.1(a) shall be deemed satisfied by the filing by such Parent of
the reports specified in Section 5.1(a) hereof within the time periods specified therein.


 


ARTICLE 6


 


[RESERVED]


 


ARTICLE 7


 


MISCELLANEOUS


 


Section 7.1 Ratification of Indenture.


 




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


 


Section 7.2 No Personal Liability of
Directors, Officers, Employees and Stockholders.




 


No director, officer, employee, incorporator
or stockholder of the Company, as such, will have any liability for any Obligation of the Company under the Notes or this Indenture
or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.



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Section 7.3 Trustee and Agent Not Responsible
for Recitals.




 


The recitals herein contained are made by
the Company and not by the Trustee or Agent, and the Trustee and Agent assume no responsibility for the correctness thereof. The
Trustee and Agent make no representation as to the validity or sufficiency of this Supplemental Indenture.


 


Section 7.4 New York Law To Govern.


 


THIS SUPPLEMENTAL INDENTURE AND EACH 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 7.5 Separability.


 


In case any one or more of the provisions
contained in this Supplemental Indenture or in the 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 Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if such invalid
or illegal or unenforceable provision had never been contained herein or therein.


 


Section 7.6 Counterparts.




 


This 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. Delivery of an executed counterpart of this Supplemental Indenture by telefacsimile or by any electronic imaging,
electronic mail or other similar means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.


 


[Signature pages follow]



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


 



	 	Wilmington
    Trust, National Association, 
 as Trustee
	 	 	 
	 	By:	/s/ Shawn Goffinet
	 	 	Name:  Shawn Goffinet
	 	 	Title:  Assistant Vice President


 


[First Supplemental Indenture]


    	 



    	



    

	 	Deutsche
    Bank Trust Company Americas,
 as Paying Agent, Security Registrar and Authenticating
    Agent
	 	 	 
	 	By:	Deutsche Bank National Trust Company
	 	 	 
	 	By:	/s/ Kathryn Fischer
	 	 	Name: Kathryn Fischer
	 	 	Title:   Assistant Vice President
	 	 	 
	 	By:	/s/ Jeffrey Schoenfeld
	 	 	Name: Jeffrey Schoenfeld
	 	 	Title:   Vice President










 


[First Supplemental Indenture]






    	 



    	



    

	 	CIT GROUP INC.
	 	 	 
	 	By:	/s/ Michael J. McConnell
	 	 	Name: Michael J. McConnell
	 	 	Title:   Director, Treasury
	 	 	 



[First Supplemental Indenture]


    	 



    	



    



EXHIBIT A


 


[FORM OF FACE OF SECURITY]


 


[Global Securities Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR 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.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


[Definitive Securities
Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 





Exhibit A-1



    	 



    	



    

CUSIP No. 125581 GX0

ISIN No. US125581GX07


 


	No.	 	$	 


 


6.125% Subordinated Notes due 2028 (the
“Notes”)


 


CIT GROUP INC., a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of $[                  ] Dollars on March 9, 2028.


 


Interest Payment Dates: March 9 and September
9.


 


Record Dates: February 25 and August 25.

 




Exhibit A-2


    	 



    	



    

Additional provisions of this Note are set
forth on the other side of this Note.


 


	Dated:	 	 	 	 
	 	 	 	 	 
	 	 	 	CIT GROUP INC.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	Attest: 	 	 	 	 
	 	Name:	 	 	
	 	Title:	 	 	
	 	 	 	 	 




Exhibit A-3



    	 



    	



    



CERTIFICATE OF AUTHENTICATION


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


as Authenticating Agent


 


By: Deutsche Bank National
Trust Company


 


	By:	 	 


Authorized Signatory

 

Exhibit A-4


    	 



    	



    

[FORM OF REVERSE SIDE OF SECURITY]


 


1. Interest


 


CIT GROUP INC., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company shall pay interest
semiannually on March 9 and September 9 of each year, commencing September 9, 2018. Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from March 9, 2018. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.


 


2. Method of Payment


 


The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered holders of Notes at the close of business on the February 25 and
August 25 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments
in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire
transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company shall make all payments
in respect of a certificated Note (including principal, premium, if any, and interest) by mailing a check to the registered address
of each Holder thereof; provided, however , that payments on a certificated Note shall be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Paying Agent to such effect designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as Deutsche Bank Trust Company Americas (the “Agent”) may
accept in its discretion).


 


3. Paving Agent and Security Registrar


 


Initially, the Agent shall act as Paying
Agent and Security Registrar. The Company may appoint and change any Paying Agent, Security Registrar or co-registrar without notice.
The Company or any wholly owned Subsidiary may act as Paying Agent, Security Registrar or co-registrar.


 


4. Indenture


 


The Company issued the Notes under an Indenture
(the “Base Indenture”) dated as of March 9, 2018 and a First Supplemental Indenture (the “Supplemental
Indenture” and together with the Base Indenture, the “Indenture”) dated as of March 9, 2018, among
the Company, the Trustee and the Agent. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the
Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The Notes are subject to


 


Exhibit A-5



    	 



    	



    

all such terms, and Holders are referred to
the Indenture and the Act for a statement of those terms.


 


The Notes are unsecured obligations of the
Company. The Company shall be entitled to issue Additional Securities pursuant to Section 3.12 of the Base Indenture. The Notes
issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under the Indenture.


 


5. Regulatory Event Redemption


 


The Company may, at its option, redeem the
Notes, in whole but not in part, at a price equal to 100% of the principal amount of the Notes being redeemed plus interest that
is accrued and unpaid to but excluding the Redemption Date upon the occurrence of a Tier 2 Capital Event or a 1940 Act Event, in
accordance with Section 3.2 of the Supplemental Indenture.


 


6. [Reserved.]


 


7. [Reserved]


 


8. Denominations; Transfer; Exchange


 


The Notes are in registered form without
coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Security Registrar
need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed
or 15 days before an interest payment date.


 


9.  Persons Deemed Owners


 


The registered Holder of this Note may be
treated as the owner of it for all purposes.


 


10. Discharge


 


The Company may discharge its obligations
under the Notes and the Indenture in accordance with Article 4 of the Base Indenture.


 


11. Defaults and Remedies


 


The Events of Default relating to the Notes
are defined in Section 5.1 of the Base Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the
Company and the Holders shall be as set forth in the Indenture.


 

Exhibit A-6



    	 



    	



    

12. No Recourse Against Others


 


No director, officer, employee, incorporator
or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


13. Authentication


 


This Note shall not be valid until an authorized
signatory of the Authenticating Agent manually signs the certificate of authentication on the other side of this Note.


 


14. Abbreviations


 


Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


15. CUSIP Numbers


 


The Company has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption
and reliance may be placed only on the other identification numbers placed thereon.


 


16. Governing Law


 


THIS NOTE SHALL BE DEEMED TO BE A CONTRACT
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.


 

Exhibit A-7





    	 



    	



    



ASSIGNMENT FORM


 


	To assign this Note, fill in the form below: 	 


 


 


	I or we assign and transfer this Note to 	 
	 	
        (Print or type assignee’s name, address and zip code)

         

        


(Insert assignee’s
sec. sec. or tax I.D. No.)


 


and irrevocably appoint ____________________________________
agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


	Date:	 	Your Signature:	 
	 	 	 	Sign exactly as your name appears on the other side of this Security.


 

Exhibit A-8



    	 



    	



    

[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in this Global Note have
been made:


 


	Date of
 Exchange


	 	Amount of decrease 

in Principal amount 

of this Global
 Security	 	Amount of increase 

in Principal amount 

of this Global
 Security	 	Principal amount
of 

this Global Note 

following such
 decrease or
 increase	 	Signature of
 authorized officer of
 Trustee or Securities
 Custodian


 

Exhibit A-9