Exhibit 4.2d

                               THE CIT GROUP, INC.

                                       and

                          BANK ONE TRUST COMPANY, N.A.,

                                   as Trustee

                                       and

                           BANK ONE NA, LONDON BRANCH

               as London Paying Agent and London Calculation Agent

                                   ----------

                          FIRST SUPPLEMENTAL INDENTURE

                             Dated as of May 9, 2001

            (Supplement to Indenture dated as of September 24, 1998)


<PAGE>


      FIRST SUPPLEMENTAL INDENTURE dated as of May 9, 2001 between THE CIT
GROUP, INC., a corporation duly organized and existing under the laws of the
State of Delaware (the "Corporation"), BANK ONE TRUST COMPANY, N.A., a national
banking association, as trustee (the "Trustee") successor to The First National
Bank of Chicago, a bank duly organized under the laws of the State of New York,
and BANK ONE NA, LONDON BRANCH, as London Paying Agent and London Calculation
Agent.

      WHEREAS, the Corporation has heretofore executed and delivered to the
Trustee an Indenture dated as of September 24, 1998 between the Corporation and
the Trustee (the "Original Indenture"), providing for the issuance by the
Corporation from time to time of its debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Debt Securities") up to
such principal amount or amounts as may from time to time be authorized by or
pursuant to the authority granted in one or more resolutions of the Board of
Directors of the Corporation; and

      WHEREAS, the Original Indenture incorporates by reference Articles One
through Fifteen of The CIT Group, Inc. Standard Multiple-Series Indenture
Provisions dated as of September 24, 1998 and filed with the Securities and
Exchange Commission on September 24, 1998 (the "Standard Global Provisions");
and

      WHEREAS, Section 14.01 of the Original Indenture provides that the
Corporation and the Trustee may enter into a supplemental indenture without the
consent of the holders of the Debt Securities in order to establish the form or
forms or terms of Debt Securities of any series pursuant to Section 2.01 and
Section 3.01 of the Original Indenture and to make such other provisions in
regard to matters or questions arising under the Original Indenture which shall
not adversely affect the interests of the holders of the Debt Securities; and

      WHEREAS, the Corporation desires to appoint Bank One NA, London Branch as
London Paying Agent and London Calculation Agent hereunder and Bank One NA,
London Branch desires to accept such appointment on the terms and conditions set
forth herein; and

      WHEREAS, the Corporation has determined that this First Supplemental
Indenture complies with Section 14.01(a) and (c) and does not require the
consent of any holders of Debt Securities. On the basis of the foregoing, the
Trustee has determined that this First Supplemental Indenture is in form
satisfactory to it; and

      WHEREAS, all acts and things necessary to make this First Supplemental
Indenture a valid agreement of the Corporation according to its terms, have been
done and performed, and the execution and delivery of this First Supplemental
Indenture have in all respects been duly authorized.

      NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

      In consideration of the premises herein contained, of the purchase and
acceptance of the Debt Securities by the Holders thereof and of the sum of one
dollar


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duly paid to it by the Trustee at the execution and delivery of these presents,
the receipt whereof is hereby acknowledged, the Corporation covenants and agrees
with the Trustee, for the equal and proportionate benefit of the respective
Holders from time to time of the Debt Securities or of any series thereof and
any related coupons, as follows:

      1. For all purposes of this First Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires, all
capitalized terms used and not defined herein that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      2. Section 1.02 of the Standard Global Provisions is amended and
supplemented by adding the following definitions therein, in the appropriate
alphabetical sequence:

      Component Currency:

      The term "Component Currency" has the meaning specified in Section
      2.10(e).

      Conversion Event:

      The term "Conversion Event" means the unavailability of any Foreign
      Currency or currency unit due to the imposition of exchange controls or
      other circumstances beyond the Corporation's control.

      Currency Determination Agent:

      The term "Currency Determination Agent", with respect to Debt Securities
      of any series, means, unless otherwise specified in the Debt Securities of
      any series, a New York Clearing House bank designated pursuant to Section
      2.10 or Section 2.11.

      Dollars:

      The term "Dollars" and the sign "$" mean the currency of the United States
      of America as at the time of payment is legal tender for the payment of
      public and private debts.

      Election Date:

      The term "Election Date" has the meaning specified in Section 2.10(e).

      Foreign Currency:

      The term "Foreign Currency" means a currency issued and actively
      maintained as a country's recognized unit of domestic exchange by the
      government of any country other than the United States and such term shall
      include the euro.


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<PAGE>

      Judgment Date:

      The term "Judgment Date" has the meaning specified in Section 7.13.

      LIBOR:

      The term "LIBOR" means, with respect to any series of Debt Securities, the
      rate specified as LIBOR for such Debt Securities in accordance with
      Section 2.01.

      LIBOR Currency:

      The term "LIBOR Currency" means the currency specified pursuant to Section
      2.01 as to which LIBOR will be calculated or, if no currency is specified
      pursuant to Section 2.01, Dollars.

      LIBOR Security:

      The term "LIBOR Security" means any Debt Security which bears interest at
      a floating rate calculated with reference to LIBOR.

      London Business Day:

      The term "London Business Day" means, with respect to any LIBOR Security,
      a day on which commercial banks are open for business, including dealings
      in the LIBOR Currency, in London.

      London Paying Agent:

      The term "London Paying Agent" means Bank One NA, London Branch or any
      other Person authorized by the Corporation to serve as London Paying Agent
      and to pay the principal of (and premium, if any) or interest, if any, on
      any Debt Securities of any series denominated in euros on behalf of the
      Corporation.

      Market Exchange Rate:

      The term "Market Exchange Rate" with respect to any Foreign Currency or
      currency unit on any date means, unless otherwise specified in accordance
      with Section 2.01, the noon buying rate in The City of New York for cable
      transfers in such Foreign Currency or currency unit as certified for
      customs purposes by the Federal Reserve Bank of New York for such Foreign
      Currency or currency unit.

      Paying Agent:

      The term "Paying Agent" means Bank One Trust Company, N.A. or any other
      Persons authorized by the Corporation to pay the principal of (and
      premium, if any) or interest, if any, on any Debt Securities of any series
      denominated in Dollars on behalf of the Corporation.


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      Place of Payment:

      The term "Place of Payment", when used with respect to the Debt Securities
      of any particular series, means the place or places where the principal of
      (and premium, if any) and interest, if any, on the Securities of that
      series are payable, as contemplated by Section 2.01.

      Principal Financial Center:

      The term "Principal Financial Center" means, unless otherwise specified in
      accordance with Section 2.01:

      o     the capital city of the country issuing the Foreign Currency or
            currency unit, except that with respect to Dollars, Australian
            dollars, Canadian dollars, Deutsche marks, Dutch guilders, South
            African rand and Swiss francs, the "Principal Financial Center" will
            be The City of New York, Sydney and Melbourne, Toronto, Frankfurt,
            Amsterdam, Johannesburg and Zurich, respectively, or

      o     the capital city of the country to which the LIBOR Currency relates,
            except that with respect to Dollars, Canadian dollars, Deutsche
            marks, Dutch guilders, Portuguese escudos, South African rand and
            Swiss francs, the "Principal Financial Center" will be The City of
            New York, Toronto, Frankfurt, Amsterdam, London, Johannesburg and
            Zurich, respectively.

      Stock Exchange

      The term "Stock Exchange", unless specified otherwise with respect to any
      particular series of Debt Securities, means the Luxembourg Stock Exchange.

      Substitute Date:

      The term "Substitute Date" has the meaning specified in Section 7.13.

      3. Section 1.02 of the Standard Global Provisions is hereby amended and
supplemented by deleting the definition of "Business Day" contained therein and
replacing such definition with the following definition:

      Business Day:

      The term "Business Day" shall mean any day, other than a Saturday or
      Sunday, that is neither a legal holiday nor a day on which commercial
      banks are authorized or required by law, regulation or executive order to
      close in The City of New York; provided, however, that, with respect to
      Debt Securities not denominated in Dollars, the day is also not a day on
      which commercial banks are authorized or required by law, regulation or


                                      -5-
<PAGE>

      executive order to close in the Principal Financial Center of the country
      issuing the Foreign Currency or currency unit or, if the Foreign Currency
      or currency unit is euro, the day is a day on which the Trans-European
      Automated Real-time Gross Settlement Express Transfer (TARGET) System is
      open; provided, further, that, with respect to LIBOR Securities, the day
      is also a London Business Day.

      4. Section 1.02 of the Standard Global Provisions is hereby amended and
supplemented by deleting the definition of "Depositary" contained therein and
replacing such definition with the following definition:

      Depositary:

      The term "Depositary" means with respect to the Debt Securities of any
      series issuable or issued in the form of a Global Security, the clearing
      agency designated as Depositary by the Corporation pursuant to Section
      2.01 until a successor Depositary shall have become such pursuant to the
      applicable provisions of this Indenture, and thereafter "Depositary" shall
      mean or include each clearing agency who is then a Depositary hereunder,
      and if at any time there is more than one such clearing agency,
      "Depositary" as used with respect to the Debt Securities of any such
      series shall mean the Depositary with respect to the Debt Securities of
      that series.

      5. Section 1.02 of the Global Standard Provisions is hereby amended and
supplemented by deleting the definition of "U.S. Government Obligations"
contained therein and replacing such definition with the following definition:

      Government Obligations:

      The term "Government Obligations" means securities which are (i) direct
      obligations of the government which issued the currency in which the Debt
      Securities of a particular series are payable (except as provided in
      Sections 2.10(b) and 2.10(d), in which case with respect to Debt
      Securities for which an election has occurred pursuant to Section 2.10(b),
      or a Conversion Event has occurred as provided in Section 2.10(d), such
      obligations shall be issued in the currency or currency unit in which such
      Debt Securities are payable as a result of such election or Conversion
      Event) or (ii) obligations of a Person controlled or supervised by or
      acting as an agency or instrumentality of the government which issued the
      currency in which the Debt Securities of such series are payable (except
      as provided in Sections 2.10(b) and 2.10(d), in which case with respect to
      Debt Securities for which an election has occurred pursuant to Section
      2.10(b), or a Conversion Event has occurred as provided in Section
      2.10(d)), such obligations shall be issued in the currency or currency
      unit in which such Debt Securities are payable as a result of such
      election or Conversion Event), the payment of which is unconditionally
      guaranteed by such government, which, in either case, are full faith and
      credit


                                      -6-
<PAGE>

      obligations of such government payable in such currency and are not
      callable or redeemable at the option of the issuer thereof.

      6. Section 2.01 of the Global Standard Provisions is amended by adding the
following language to the end of subsection (13) thereof:

      "and the particular provisions applicable thereto, in accordance with, in
      addition to or in lieu of the provisions of Section 2.10"

      7. Section 2.01 of the Global Standard Provisions is amended and
supplemented by deleting the word "and" at the end of subsection (17), inserting
the following subsections (18) and (19) after subsection (17) thereof and
renumbering subsection (18) as subsection (20):

      "(18) if the principal of (and premium, if any) and interest, if any, on
      the Debt Securities of that series are to be payable, at the election of
      the Corporation or a holder of a beneficial interest in a Global Security
      thereof, in a currency or currency unit other than that in which such Debt
      Securities are denominated or stated to be payable, in accordance with
      provisions in addition to or in lieu of, or in accordance with the
      provisions of, Section 2.10, the period or periods within which (including
      the Election Date), and the terms and conditions upon which, such election
      may be made, and the time and manner of determining the exchange rate
      between the currency or currency unit in which such Debt Securities are
      denominated or stated to be payable and the currency or currency unit in
      which such Debt Securities are to be so payable;

      (19) the designation of the original Currency Determination Agent, if any;
      and"

      8. Section 2.04 of the Global Standard Provisions is amended and
supplemented by adding the following paragraphs at the end thereof:

      "Notwithstanding the foregoing, a holder of $1,000,000 or more in
      aggregate principal amount of Debt Securities of any series of Global
      Securities (or its equivalent in a Foreign Currency, if the currency unit
      is a Foreign Currency), whether having identical or different terms and
      provisions, having the same interest payment dates will be entitled to
      receive interest payments, other than at Maturity, by wire transfer of
      immediately available funds if appropriate wire transfer instructions have
      been received in writing by the Trustee for the Debt Securities of such
      series at least 15 days prior to the applicable interest payment date. In
      addition to the foregoing, a holder of $1,000,000 or more in aggregate
      principal amount of Debt Securities of any series of Global Securities (or
      its equivalent in a Foreign Currency, if the currency unit is a Foreign
      Currency), whether having identical or different terms and provisions,
      having the same Maturity will be entitled to receive payment at Maturity
      by wire transfer of immediately available funds if appropriate wire
      transfer instructions have been received in writing by the Trustee for the
      Debt


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<PAGE>

      Securities of such series at least 15 days prior to Maturity; provided;
      however, that such payments shall be made subject to applicable laws and
      regulations and only after surrender of the Global Securities to the
      Corporation, the corporate trust office or the Paying Agent or the London
      Paying Agent, as applicable, for such Global Securities not later than one
      Business Day prior to Maturity. Any wire instructions received by the
      Trustee for the Securities of such series shall remain in effect until
      revoked by the Holder.

      Unless otherwise provided or contemplated by Section 2.01, every permanent
      Global Security will provide that interest, if any, payable on any
      interest payment date will be paid to the Depositary or its nominee or any
      clearing agency or Paying Agent or London Paying Agent or their respective
      nominees as the registered owner and holder of the Global Security."

      9. Article Two of the Global Standard Provisions is amended and
supplemented by adding the following Sections 2.09, 2.10, 2.11 and 2.12 at the
end thereof:

      "Section 2.09. All Debt Securities included in any one series need not be
      issued by the Corporation at the same time. Unless otherwise provided, a
      series may be reopened for issuances of additional securities in such
      securities upon delivery of an Officer's Order to the Trustee.

      Section 2.10. Unless otherwise specified in accordance with Section 2.01
      with respect to any series of Debt Securities, the following provisions
      shall apply:

      (a)   Except as provided in paragraphs (b) and (d) below, the principal
            of, premium, if any, and interest on Debt Securities of any series
            denominated in a Foreign Currency or currency unit will be payable
            by the Corporation in Dollars based on the equivalent of that
            Foreign Currency or currency unit converted into Dollars in the
            manner described in paragraph (c) below.

      (b)   It may be provided pursuant to Section 2.01 with respect to Debt
            Securities of any series denominated in a Foreign Currency or
            currency unit that holders of beneficial interests in a Debt
            Security shall have the option, subject to paragraph (d) below, to
            receive payments of principal of, premium, if any, and interest on
            such Debt Securities in such Foreign Currency or currency unit by
            delivering to the Trustee (or to any duly appointed Paying Agent or
            London Paying Agent) for such Debt Securities of that series a
            written election, to be in form and substance satisfactory to such
            Trustee (or to any such Paying Agent or London Paying Agent), not
            later than the close of business on the Election Date immediately
            preceding the applicable payment date. If a holder so


                                      -8-
<PAGE>

            elects to receive such payments in such Foreign Currency or currency
            unit, such election will remain in effect for such holder until
            changed by such holder by written notice to the Trustee (or to any
            such Agent) for the Debt Securities of that series; provided,
            however, that any such change must be made not later than the close
            of business on the Election Date immediately preceding the next
            payment date to be effective for the payment to be made on such
            payment date; and provided, further, that no such change or election
            may be made with respect to payments to be made on any Debt Security
            of such series with respect to which an Event of Default has
            occurred, the Corporation has exercised any defeasance, satisfaction
            or discharge options pursuant to Article Twelve or notice of
            redemption has been given by the Corporation pursuant to Article
            Four. If any holder makes any such election, such election will not
            be effective as to any transferee of such Holder and such transferee
            shall be paid in Dollars unless such transferee makes an election as
            specified above. Any Holder of any such Registered Security who
            shall not have delivered any such election to the Trustee (or to any
            duly appointed Paying Agent or London Paying Agent) for the Debt
            Securities of such series not later than the close of business on
            the applicable Election Date will be paid the amount due on the
            applicable payment date in Dollars.

      (c)   With respect to any Debt Securities of any series denominated in a
            Foreign Currency or currency unit and payable in Dollars, the amount
            of Dollars so payable will be determined by the Currency
            Determination Agent based on the highest indicative quotation in The
            City of New York selected by the Currency Determination Agent at
            approximately 11:00 A.M., New York City time, on the second Business
            Day preceding the applicable payment date. Such selection shall be
            made from among the quotations appearing on the bank composite or
            multi-contributor pages of three recognized foreign exchange dealers
            (one of which may be the Currency Determination Agent). The first
            three such foreign exchange dealers selected by the Currency
            Determination Agent which are offering quotes on the specified
            Foreign Currency shall be used. If such quotations are unavailable
            from at least three recognized foreign exchange dealers payments
            shall be made in the Foreign Currency or currency unit. All currency
            exchange costs associated with any payment in Dollars on any such
            Registered Securities will be borne by the holder thereof by
            deductions from such payment.

      (d)   If a Conversion Event occurs with respect to a Foreign Currency or
            currency unit in which Debt Securities of any series are payable,
            then with respect to each date for the payment of principal of,
            premium, if any, and interest on the Debt Securities of


                                      -9-
<PAGE>

            that series occurring after the last date on which such Foreign
            Currency or currency unit was used, the Corporation may make such
            payment in Dollars. The Dollar amount to be paid by the Corporation
            to the Trustee for the Debt Securities of such series and by such
            Trustee or any Paying Agent for the Debt Securities of such series
            to the holders of such Debt Securities with respect to such payment
            date shall be determined by the Currency Determination Agent on the
            basis of the Market Exchange Rate as of the second Business Day
            preceding the applicable payment date or, if such Market Exchange
            Rate is not then available, on the basis of the most recently
            available Market Exchange Rate, or as otherwise established pursuant
            to Section 2.01 with respect to such series of Debt Securities;
            provided; however, that if a Conversion Event occurs with respect to
            the euro, the equivalent of the euro in Dollars as of any date shall
            be determined by the Currency Determination Agent on the following
            basis: The Component Currencies of the euro for this purpose shall
            be the currency amounts that were components of the euro as of the
            last date on which the ECU was used in the European Monetary System.
            The equivalent of the euro in Dollars shall be calculated by
            aggregating the Dollar equivalents of the Component Currencies. The
            Dollar equivalent of each of the Component Currencies shall be
            determined by the applicable Paying Agent, London Paying Agent or
            the Currency Determination Agent on the basis of the most recently
            available Market Exchange Rates for such components. Any payment in
            respect of such Debt Security made under such circumstances in
            Dollars will not constitute an Event of Default hereunder.

      (e)   For purposes of this Indenture the following terms shall have the
            following meanings:

      A "Component Currency" shall mean any currency which is a component
      currency of any currency unit.

      "Election Date" shall mean, for the Debt Securities of any series, the
      date specified pursuant to Section 2.01(18).

      (f)   Notwithstanding any other provisions of this Section 2.10, the
            following shall apply: (i) if the official unit of any Component
            Currency is altered by way of combination or subdivision, the number
            of units of that currency as a component shall be divided or
            multiplied in the same proportion, (ii) if two or more Component
            Currencies are consolidated into a single currency, the amounts of
            those currencies as components shall be replaced by an amount in
            such single currency equal to the sum of the amounts of the
            consolidated Component Currencies expressed in such a single
            currency, (iii) if any Component Currency is divided into two or


                                      -10-
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            more currencies, the amount of that original Component Currency as a
            component shall be replaced by the amounts of such two or more
            currencies having an aggregate value on the date of division equal
            to the amount of the former Component Currency immediately before
            such division and (iv) in the event of an official redenomination of
            any currency (including, without limitation, a currency unit), the
            obligations of the Corporation to make payments in or with reference
            to such currency on the Debt Securities of any series shall, in all
            cases, be deemed immediately following such redenomination to be
            obligations to make payments in or with reference to that amount of
            redenominated currency representing the amount of such currency
            immediately before such redenomination.

      (g)   All determinations referred to in this Section 2.10 made by the
            Currency Determination Agent shall be in its sole discretion and
            shall, in the absence of manifest error, be conclusive for all
            purposes and irrevocably binding upon the holders of the applicable
            Debt Securities. The Currency Determination Agent shall promptly
            give written notice to the Trustee for the Securities of such series
            of any such decision or determination. The Currency Determination
            Agent shall promptly give written notice to the Trustee of any such
            decision or determination. The Currency Determination Agent shall
            have no liability for any determinations referred to in this Section
            2.10 made by it.

      (h)   The Trustee for the Debt Securities of a particular series shall be
            fully justified and protected in relying and acting upon information
            received by it from the Corporation and the Currency Determination
            Agent with respect to any of the matters addressed in or
            contemplated by this Section 2.10 and shall not otherwise have any
            duty or obligation to determine such information independently.

      Section 2.11. If and so long as the Debt Securities of any series (i) are
      denominated in a currency unit or a currency other than Dollars or (ii)
      may be payable in a currency unit or a currency other than Dollars, or so
      long as it is required under any other provision of this Indenture, then
      the Corporation shall maintain with respect to each such series of
      Securities, or as so required, a Currency Determination Agent. The
      Corporation shall cause the Currency Determination Agent to make the
      necessary foreign exchange determinations at the time and in the manner
      specified pursuant to Section 2.10 for the purpose of determining the
      applicable rate of exchange and for the purpose of converting the issued
      currency or currency unit into the applicable payment currency or currency
      unit for the payment of principal (and premium, if any) and interest, if
      any, pursuant to Section 2.10.


                                      -11-
<PAGE>

      No resignation of the Currency Determination Agent and no appointment of a
      successor Currency Determination Agent pursuant to this Section shall
      become effective until the acceptance of appointment by the successor
      Currency Determination Agent as evidenced by a written instrument
      delivered to the Corporation and the Trustee of the appropriate series of
      Debt Securities accepting such appointment executed by the successor
      Currency Determination Agent.

      If the Currency Determination Agent shall resign, be removed or become
      incapable of acting, or if a vacancy shall occur in the office of the
      Currency Determination Agent for any cause, with respect to the Debt
      Securities of one or more series, the Corporation, by an Officer's Order,
      shall promptly appoint a successor Currency Determination Agent or
      Currency Determination Agents with respect to the Debt Securities of that
      or those series (it being understood that any such successor Currency
      Determination Agent may be appointed with respect to the Debt Securities
      of one or more or all of such series and that at any time there shall only
      be one Currency Determination Agent with respect to the Debt Securities of
      any particular series).

      Section 2.12. Subject to Section 2.10, each reference to any currency or
      currency unit in any Debt Security, or in the Board Resolution or
      supplemental indenture relating thereto, shall mean only the referenced
      currency or currency unit and no other currency or currency unit.

      The Trustee and each Paying Agent and London Paying Agent shall segregate
      moneys, funds and accounts held by the Trustee and such Paying Agent or
      London Paying Agent in one currency or currency unit from any moneys,
      funds or accounts held in any other currencies or currency units,
      notwithstanding any provision herein which would otherwise permit the
      Trustee or any Paying Agent or London Paying Agent to commingle such
      amounts.

      Whenever any action or act is to be taken hereunder by the holders of Debt
      Securities denominated in a Foreign Currency or currency unit, then for
      purposes of determining the principal amount of Debt Securities held by
      such holders, the aggregate principal amount of the Debt Securities
      denominated in a Foreign Currency or currency unit shall be deemed to be
      that amount of Dollars that could be obtained for such principal amount on
      the basis of a spot rate of exchange specified to the Trustee for such
      series in an Officers' Certificate for such Foreign Currency or currency
      unit into Dollars as of the date the taking of such action or act by the
      holders of the requisite percentage in principal amount of the Debt
      Securities is evidenced to such Trustee."

      10. Article Six of the Global Standard Provisions is amended and
supplemented by deleting the existing Section 6.02 thereof and replacing it with
the following Section 6.02:


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<PAGE>

      "Section 6.02. If Debt Securities of a series are issuable only as Global
      Securities the Corporation will maintain in each Place of Payment for that
      series an office or agency where Debt Securities of that series may be
      presented or surrendered for payment, an office or agency where Debt
      Securities of that series may be surrendered for registration of transfer
      or exchange and where notices and demands to or upon the Corporation with
      respect to the Debt Securities of that series and this Indenture may be
      served. If Debt Securities of a series are issuable in definitive form,
      the Corporation will maintain (A) an office or agency (which may be the
      same office or agency) in a Place of Payment for that series in the United
      States where any Global Securities of that series may be presented or
      surrendered for payment, where any Global Securities of that series may be
      surrendered for registration of transfer, where Debt Securities of that
      series may be surrendered for exchange, where notices and demands to or
      upon the Corporation in respect of the Debt Securities of that series and
      this Indenture may be served and where definitive securities of that
      series and related coupons may be presented or surrendered for payment in
      the circumstances described in the following paragraph (and not
      otherwise), (B) subject to any laws or regulations applicable thereto, in
      a Place of Payment for that series which is located outside the United
      States, an office or agency where Debt Securities of that series and
      related coupons may be presented and surrendered for payment; provided,
      however, that if the Debt Securities of that series are listed on the
      Stock Exchange or any other stock exchange located outside the United
      States and such stock exchange shall so require, the Corporation will
      maintain a Paying Agent for the Securities of that series in Luxembourg or
      any other required city located outside the United States, as the case may
      be, so long as the Debt Securities of that series are listed on such
      exchange, and (C) subject to any laws or regulations applicable thereto,
      in a Place of Payment for that series located outside the United States an
      office or agency where any Global Securities of that series may be
      surrendered for registration of transfer, where Debt Securities of that
      series may be surrendered for exchange and where notices and demands to or
      upon the Corporation in respect of the Debt Securities of that series and
      this Indenture may be served. The Corporation will give prompt written
      notice to the Trustee for the Debt Securities of that series of the
      location, and any change in the location, of any such office or agency. If
      at any time the Corporation shall fail to maintain any such required
      office or agency in respect of any series of Debt Securities or shall fail
      to furnish the Trustee for the Debt Securities of that series with the
      address thereof, such presentations (to the extent permitted by law), and
      surrenders of Debt Securities of that series may be made and notices and
      demands may be made or served at the corporate trust office of such
      Trustee, except that securities issued in definitive form of that series
      and the related coupons may be presented and surrendered for payment at
      the offices specified in the Debt Security, and the Corporation hereby
      appoint the same as their agent to receive such respective presentations,
      surrenders, notices and demands.


                                      -13-
<PAGE>

      No payment of principal (and premium, if any) or interest, if any, on
      securities issued in definitive form shall be made at any office or agency
      of the Corporation in the United States or by check mailed to any address
      in the United States or by transfer to an account maintained with a bank
      located in the United States. Payments will not be made in respect of
      securities issued in definitive form or coupons appertaining thereto
      pursuant to presentation to the Corporation or its designated Paying
      Agents within the United States. Notwithstanding the foregoing, payment of
      principal of (and premium, if any) and interest, if any, on any securities
      issued in definitive form denominated and payable in Dollars will be made
      at the office of the Corporation's Paying Agent in the United States, if,
      and only if, payment in Dollars of the full amount of such principal,
      premium or interest, as the case may be, at all offices or agencies
      outside the United States maintained for that purpose by the Corporation
      in accordance with this Indenture is illegal or effectively precluded by
      exchange controls or other similar restrictions and the Corporation has
      delivered to the Trustee an Opinion of Counsel to that effect.

      The Corporation may also from time to time designate one or more other
      offices or agencies (in or outside the Place of Payment) where the Debt
      Securities of one or more series may be presented or surrendered for any
      or all of the purposes specified above in this Section and may from time
      to time rescind such designations; provided, however, that no such
      designation or rescission shall in any manner relieve the Corporation of
      its obligation to maintain an office or agency in each Place of Payment
      for such purpose. The Corporation will give prompt written notice to the
      Trustee for the Debt Securities of each series so affected of any such
      designation or rescission and of any change in the location of any such
      office or agency."

      11. Section 6.03 of the Global Standard Provisions is amended and
supplemented by deleting the existing Section 6.03 thereof and replacing it with
the following Section 6.03:

      "Section 6.03.

      (a)   The Corporation agrees, for the benefit of the holders from time to
            time of the Debt Securities, that, until all of the Debt Securities
            of the applicable series are no longer outstanding or until moneys
            for the payment of all of the principal of and interest on all
            outstanding Debt Securities of such series shall have been made
            available at the principal office of the Paying Agents, whichever
            occurs earlier, there shall at all times be a Paying Agent
            hereunder. The Corporation agrees, for the benefit of the holders
            from time to time of the Debt Securities of any series denominated
            in euros, that, until all of the Debt Securities of the applicable
            series are no longer outstanding or until moneys for the payment of
            all of the principal of and interest on all outstanding Debt
            Securities of such series denominated in euros shall have been made


                                      -14-
<PAGE>

            available at the principal office of the London Paying Agent,
            whichever occurs earlier, there shall at all times be a London
            Paying Agent hereunder. The Corporation hereby appoints Bank One
            Trust Company, N.A., at present having an office at 153 W.51st
            Street, New York, New York, as its principal paying agent in New
            York, BNP Paribas Luxembourg, at present having an office at 10A
            Boulevard Royale, 2093, Luxembourg, and, to the extent any series of
            Debt Securities are denominated in euros as provided in Section
            2.01, Bank One NA, London Branch, at present having an office at 27
            Leadenhall Street, London EC3A 1AA, as London Paying Agent in
            respect of the Debt Securities, upon the terms and subject to the
            conditions herein and therein set forth, it being understood that in
            their capacity as Paying Agents hereunder, Bank One Trust Company,
            N.A., BNP Paribas Luxembourg and Bank One NA, London Branch, will
            perform their duties exclusively through their offices in New York,
            Luxembourg and London, respectively. The Paying Agents and London
            Paying Agent shall arrange for the payment, from funds furnished by
            the Corporation to the Paying Agents or London Paying Agent, as
            applicable, of the principal of and interest on each series of Debt
            Securities on the date such payments become due and payable. With
            respect to each series of Debt Securities for which Bank One Trust
            Company, N.A., BNP Paribas Luxembourg and Bank One NA, London
            Branch, serve as Paying Agents or London Paying Agent, such Paying
            Agent or London Paying Agent shall have the powers and authority
            granted to and conferred upon them herein and in the notes or other
            instrument evidencing such series of Debt Securities.

      (b)   Until all of the Debt Securities are no longer outstanding, the
            Corporation shall appoint a Calculation Agent. The Corporation
            hereby appoints Bank One Trust Company, N.A, at present having an
            office at 153 W.51st Street, New York, New York, to act as
            Calculation Agent with respect to each series of Debt Securities
            issued in Dollars hereunder and appoints Bank One NA, London Branch,
            at present having an office at 27 Leadenhall Street, London EC3A
            1AA, as London Calculation Agent with respect to each series of Debt
            Securities denominated in euros, upon the terms and subject to the
            conditions herein set forth. The Calculation Agent and the London
            Calculation Agent shall calculate the interest applicable to any
            series of Debt Securities in the manner established pursuant to
            Section 2.01 hereof and in such notes or other instrument evidencing
            such series of Debt Securities and shall undertake all other
            services hereinafter described upon the terms and subject to the
            conditions herein, including, but not limited to, complying with the
            notice provisions of Section 6.03(c) hereof. The Calculation Agent
            and the London Calculation Agent shall have the powers and authority
            granted to and conferred upon it herein and in the notes or other
            instrument evidencing such series of Debt Securities.

      (c)   Each of the Paying Agents, the London Paying Agent, the Calculation
            Agent and the London Calculation Agent is herein referred to as an
            "Agent" and they are referred to collectively as the "Agents". Prior


                                      -15-
<PAGE>

            to issuing any series of Debt Securities, the Corporation will cause
            such Agents to execute and deliver to the Corporation (with a copy
            to the Trustee unless the Trustee or the Paying Agent or the
            Calculation Agent is also such Agent) a written instrument in which
            such Agent shall agree to act as such hereunder, subject to the
            provisions of this Article. The Corporation may also serve as Paying
            Agent, London Paying Agent, Calculation Agent or London Calculation
            Agent or appoint any of its affiliates to serve as Paying Agent,
            London Paying Agent, Calculation Agent or London Calculation Agent.
            The Corporation will give to the Trustee (unless the Trustee, the
            Paying Agent or the London Calculation Agent is also such Agent)
            written notice of any change in the location of any office or agency
            of the Agents hereunder. The Corporation shall have the right to
            vary or terminate the appointment of any such office or agency.

      (d)   Each Agent accepts its obligations set forth herein upon the terms
            and conditions hereof and thereof. If an Agent shall change its
            specified office, it shall give to the Corporation and the Trustee
            (unless the Trustee, the Paying Agent or the Calculation Agent is
            also such Agent) not less than 45 days' prior written notice to that
            effect giving the address of the new office.

      (e)
            (i)   The Calculation Agent or the London Calculation Agent, as
                  applicable, shall make all calculations with respect to the
                  rate of interest on floating interest rate notes with respect
                  to each series of Debt Securities and shall notify (x) the
                  Corporation and the Trustee (if different from the Calculation
                  Agent) in accordance with Section 15.07 of the Original
                  Indenture, and any Paying Agent or London Paying Agent, as
                  applicable, with respect to such series in accordance with
                  this Section 6.03(c) and to any stock exchange on which such
                  series of Debt Securities are at the relevant time listed, not
                  later than 12:00 p.m. (London time, in the case of Debt
                  Securities denominated in euros and 12:00 p.m. New York City
                  time, in the case of Debt Securities denominated in Dollars )
                  on the date on which the rate of interest is to be determined
                  with respect to floating interest rate notes as established
                  pursuant to Section 2.01 and (y) to the registered holders of
                  any floating rate notes in accordance with Section 15.07 of
                  the Original Indenture as soon as possible after their
                  determination but in no event later than the second Business
                  Day thereafter.

            (ii)  The Calculation Agent or the London Calculation Agent, as
                  applicable, shall make all calculations with respect to the
                  amount of interest and/or principal due on each interest
                  payment date or at Maturity, as established pursuant to
                  Section 2.01, with respect to each series of Debt Securities
                  and shall notify the Corporation and the Trustee (if different
                  from the Calculation Agent) in accordance


                                      -16-
<PAGE>

                  with Section 15.07 of the Original Indenture and any Paying
                  Agent or London Paying Agent, as applicable, in accordance
                  with this Section 6.03(c), not later than 12:00 p.m., London
                  time, in the case of Debt Securities denominated in euros and
                  12:00 p.m. New York City time, in the case of Debt Securities
                  denominated in Dollars, of such amount on the second Business
                  Day prior to the date on which such interest and/or principal
                  is due and payable.

      (f)   Any notice or other communication required to be given hereunder
            shall be delivered in person, sent by letter or telecopier or
            communicated by telephone (with prompt written confirmation by
            telecopy) to the Paying Agents or London Paying Agent at the
            addresses specified in the written instrument delivered to the
            Corporation by such Agent in accordance with Section 6.03(c). Any
            notice hereunder given by letter, telecopy or telex shall be deemed
            to have been received when it would have been received in the
            ordinary course of post or transmission, as the case may be.

      (g)   If the Corporation shall act as its own Paying Agent or London
            Paying Agent with respect to any series of Debt Securities, it will,
            on or before each due date of the principal of or interest on such
            series, set aside, segregate and hold in trust for the benefit of
            the holders of the Debt Securities of such series a sum sufficient
            to pay such principal or interest so becoming due. The Corporation
            will promptly notify the Trustee of any failure to take such action.

      (h)   Anything in this Section to the contrary notwithstanding, the
            Corporation may at any time, for the purpose of obtaining a
            satisfaction and discharge with respect to one or more or all series
            of Debt Securities hereunder, or for any other reason, pay or cause
            to be paid to the Trustee all sums held in trust for any such series
            by the Corporation or any Paying Agent or London Paying Agent
            hereunder, as required by this Section, such sums to be held by the
            Trustee upon the same trusts as those upon which such sums were held
            by the Corporation or such Paying Agent or London Paying Agent.

      (i)   In order to provide for the payment of the principal of and interest
            on the Debt Securities of any series as the same shall become due
            and payable on any payment date, the Corporation hereby agrees to
            pay to such account or at such offices of any Paying Agent in New
            York or Luxembourg or as such Paying Agent shall specify in writing
            to the Corporation not less than five Business Days prior to the
            payment date, in the currency of payment with respect to the Debt
            Securities of such series as designated pursuant to Section 2.01, on
            each interest payment date and at Maturity of the Debt Securities of
            such series or any date fixed for redemption of the Debt Securities
            of such series (in each case determined in accordance with the terms
            and conditions applicable to such series), in immediately available
            funds available on such interest payment date or at Maturity, as the
            case may be, in an aggregate amount which (together with


                                      -17-
<PAGE>

            any funds then held by the Paying Agent and available for the
            purpose) shall be sufficient to pay the entire amount of the
            principal of and/or interest, as applicable, on the Debt Securities
            of such series becoming due on such interest payment date or at
            Maturity, and the Paying Agent shall hold such amount in trust and
            apply it to the payment of any such principal or interest on such
            interest payment date or at Maturity. Unless otherwise specified as
            provided above in this Section 6.03(i) or Section 6.03(j), such
            aggregate amount shall be paid to the account of the Paying Agent in
            immediately available funds no later than 11:00 a.m. (Paying Agents'
            time) on the interest payment date or at Maturity, as the case may
            be. In the event any Paying Agent or London Paying Agent is not also
            the Trustee, the Corporation will cause such Paying Agent to execute
            and deliver to the Trustee an instrument in which such Paying Agent
            shall agree (and by its execution of this First Supplemental
            Indenture, the London Paying Agent hereby agrees) with the Trustee,
            subject to the provisions of this Section 6.03 and of Section 12.03,
            (1) that such Paying Agent and London Paying Agent shall hold all
            sums held by such Paying Agent or London Paying Agent for the
            payment of the principal of (and premium, if any) or interest, if
            any, on the Debt Securities of such series in trust for the benefit
            of the holders of the Debt Securities of such series until such sums
            shall be paid out to the holders of the Debt Securities of such
            series or otherwise as herein provided, (2) that such Paying Agent
            or London Paying Agent shall give to the Trustee notice of any
            default by the Corporation or any other obligor upon the Debt
            Securities of such series in the making of any deposit with such
            Paying Agent and London Paying Agent for the payment of principal
            (and premium, if any) or interest, if any, which shall have become
            payable and of any default by the Corporation or any other obligor
            upon the Debt Securities of such series in making any such payment,
            and (3) that such Paying Agent and London Paying Agent shall, at any
            time during the continuance of any such default, upon the written
            request of the Trustee, deliver to the Trustee all sums so held in
            trust by it.

      (j)   Anything herein to the contrary notwithstanding, the Corporation
            shall not later than 10.00 a.m. London time on each date on which
            any payment of principal (and premium, if any) or interest in
            respect of any of series of Debt Securities denominated in euros
            becomes due and payable transfer to Bank One, NA Frankfurt A/C No.
            1001701 or such other account as the London Paying Agent may
            designate in writing in advance to the Corporation and the Trustee
            such amount of euros as shall be sufficient for the purposes of the
            payment of principal (and premium, if any) or interest (together
            with any funds then held by the London Paying Agent and available
            for the purpose) in immediately available funds or in such funds and
            at such times (being not later than 10.00 a.m. London time on the
            relevant due date, or if the due date is not a Business Day on which
            the Trans-European Automated Real-time Gross Settlement Express
            Transfer (TARGET) System is open, on the immediately following
            Business Day). The Corporation shall ensure that not later than the
            second


                                      -18-
<PAGE>

            Business Day on which the Trans-European Automated Real-time Gross
            Settlement Express Transfer (TARGET) System is open immediately
            preceding the date on which any payment is to be made to the London
            Paying Agent, the London Paying Agent shall receive a copy of an
            irrevocable payment instruction to the bank through which the
            payment is to be made.

      (k)   The foregoing provisions of this Section 6.03 are subject to the
            provisions of Sections 12.04, 12.05 and 12.06."

      12. Article Seven of the Global Standard Provisions is amended and
supplemented by adding the following Section 7.13 at the end thereof:

      "Section 7.13 If, for the purpose of obtaining a judgment in any court
      with respect to any obligation of the Corporation hereunder or under any
      Debt Security or any related coupon, it shall become necessary to convert
      into any other currency or currency unit any amount in the currency or
      currency unit due hereunder or under such Debt Security or coupon, then
      such conversion shall be made by the Currency Determination Agent at the
      Market Exchange Rate as in effect on the date of entry of the judgment
      (the "Judgment Date"). If pursuant to any such judgment, conversion shall
      be made on a date (the "Substitute Date") other than the Judgment Date and
      there shall occur a change between the Market Exchange Rate as in effect
      on the Judgment Date and the Market Exchange Rate as in effect on the
      Substitute Date, the Corporation agrees to pay such additional amounts, if
      any, as may be necessary to ensure that the amount paid is equal to the
      amount in such other currency or currency unit which, when converted at
      the Market Exchange Rate as in effect on the Judgment Date, is the amount
      due hereunder or under such Debt Security or coupon. Any amount due from
      the Corporation under this Section 7.13 shall be due as a separate debt
      and is not to be affected by or merged into any judgment being obtained
      for any other sums due hereunder or in respect of any Debt Security or
      coupon. In no event, however, shall the Corporation be required to pay
      more in the currency or currency unit due hereunder or under such Debt
      Security or coupon at the Market Exchange Rate as in effect on the
      Judgment Date than the amount of currency or currency unit stated to be
      due hereunder or under such Debt Security or coupon so that in any event
      the Corporation's obligations hereunder or under such Debt Security or
      coupon will be effectively maintained as obligations in such currency or
      currency unit, and the Corporation shall be entitled to withhold (or be
      reimbursed for, as the case may be) any excess of the amount actually
      realized upon any such conversion on the Substitute Date over the amount
      due and payable on the Judgment Date."

      13. Article Eleven of the Global Standard Provisions is amended and
supplemented by adding the following Section 11.11 at the end thereof:


                                      -19-
<PAGE>

      "Section 11.11      In the event that the Trustee is also acting as Paying
      Agent, Authenticating Agent, Calculation Agent or Registrar hereunder, the
      rights and protections afforded to the Trustee pursuant to this Article
      Eleven shall also be afforded to such Paying Agent, Authenticating Agent,
      Calculation Agent or Registrar."

      14. This First Supplemental Indenture shall form a part of the Indenture
for all purposes and every holder of Debt Securities hereafter authenticated and
delivered under the Indenture shall be bound hereby. The Original Indenture as
supplemented by this First Supplemental Indenture is hereby in all respects
ratified and confirmed. The provisions of this First Supplemental Indenture
shall supersede the provisions of the Original Indenture to the extent the
Original Indenture is inconsistent herewith.

      15. The recitals contained herein shall be taken as the statements of the
Corporation, and the Trustee assumes no responsibility for the correctness of
same for the validity or sufficiency of this First Supplemental Indenture.

      16. This First Supplemental Indenture shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.

      17. This First 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.

                  [Remainder of Page Intentionally Left Blank]

                           [Signature Pages to Follow]


                                      -20-
<PAGE>

      IN WITNESS WHEREOF, The CIT Group, Inc. has caused this First Supplemental
Indenture to be executed in its corporate name by its Chairman, Vice Chairman,
President, or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and to be attested by its Secretary or one of its Assistant Secretaries,
Bank One Trust Company, N.A., in evidence of its acceptance of the trust hereby
created, has caused this First Supplemental Indenture to be executed in its
corporate name by one of its authorized officers, and its seal to be hereunto
affixed and to be attested by one of its authorized officers, and Bank One NA,
London Branch, in evidence of its acceptance of the appointment as London Paying
Agent and London Calculation Agent hereunder, has caused this First Supplemental
Indenture to be executed in its corporate name by one of its authorized
officers, and its seal to be hereunto affixed and to be attested by one of its
authorized officers, all as of the date first above written.

[CORPORATE SEAL]                       THE CIT GROUP, INC.

                                       By: /s/ Glenn A. Votek
                                          -------------------------------------
                                           Name: Glenn A. Votek
                                           Title: Executive Vice President

Attest:

/s/ Anne Beroza
-----------------------------
Title: Senior Vice President


[CORPORATE SEAL]                       BANK ONE TRUST COMPANY, N.A.,
                                       as Trustee

                                       By: /s/ Christopher Holly
                                          -------------------------------------
                                           Name: Christopher Holly
                                           Title: Assistant Vice President

Attest:

/s/ Steven Wagner
-----------------------------
Title: First Vice President


                                      -21-
<PAGE>

        [continuation of signature page to First Supplemental Indenture]



                                       BANK ONE NA, LONDON BRANCH
                                       as London Paying Agent and London
                                       Calculation Agent


                                       By: /s/ Anna Hogg
                                          -------------------------------------
                                           Name: Anna Hogg
                                           Title: Assistant Vice President

Attest:


-----------------------------
Title:


                                      -22-