Exhibit 4.1i

                          THE CIT GROUP HOLDINGS, INC.

                         MEDIUM-TERM FLOATING RATE NOTE
                   Due Nine Months or More From Date of Issue

REGISTERED
No. FLR-                                                               CUSIP No.

            If this security is registered in the name of The
            Depository Trust Company (the "Depositary") (55 Water
            Street, New York, New York) or its nominee, this security
            may not be transferred except as a whole by the Depositary
            to a nominee of the Depositary or by a nominee of the
            Depositary to the Depositary or another nominee of the
            Depositary or by the Depositary or any such nominee to a
            successor Depositary or a nominee of such successor
            Depositary unless and until this Security is exchanged in
            whole or in part for Debt Securities in definitive form.
            Unless this certificate is presented by an authorized
            representative of the Depositary to the Corporation (as
            defined below) 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
            requested by an authorized representative of the
            Depositary and any payment is made to Cede & Co., ANY
            TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
            OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
            registered owner hereof, Cede & Co., has an interest
            herein.


PRINCIPAL AMOUNT:                              SPECIFIED CURRENCY:

ORIGINAL ISSUE DATE:                           MATURITY DATE:

INTEREST RATE BASIS:                           SPREAD:+/-

INITIAL REDEMPTION DATE:                       SPREAD MULTIPLIER:

INITIAL REDEMPTION PERCENTAGE:                 INITIAL INTEREST RATE:

ANNUAL REDEMPTION PERCENTAGE                   INDEX MATURITY:
     REDUCTION:
                                               INTEREST PAYMENT PERIOD:

INITIAL DATE ON WHICH NOTES ARE                INTEREST RATE RESET PERIOD:
  REPAYABLE AT OPTION OF THE
   HOLDER:

CALCULATION AGENT:                             AUTHORIZED DENOMINATIONS:
                                               (Applicable only if Specified
                                               Currency is other than U.S.
                                               Dollars)


                                       1
<PAGE>

INTEREST PAYMENT DATES:

INTEREST CALCULATION DATES:                    EXCHANGE RATE AGENT:
                                               (Applicable only if Specified
INTEREST DETERMINATION DATES:                  Currency is other than U.S.
                                               Dollars):
INTEREST RESET DATES:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

RATE CUT-OFF DATES:

OTHER PROVISIONS:

      THE CIT GROUP HOLDINGS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Corporation"), for
value received, hereby promises to pay to

                                   CEDE & Co.

, or registered assigns, at the office or agency of the Corporation in the
Borough of Manhattan, The City of New York, the principal sum of
________________________ (Specified Currency), on the maturity date shown above,
or if such date is not a Business Day, the next succeeding Business Day (the
"Maturity Date"), in such coin, currency or currency unit specified above as at
the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest [monthly] [quarterly] [semi-annually] [annually], on
the Interest Payment Dates specified above, commencing with the first Interest
Payment Date specified above, and on the Maturity Date or date of redemption or
repayment, if any, on said principal sum at said office or agency, in like coin,
currency or currency unit, at a rate per annum equal to the Initial Interest
Rate specified above until the first Interest Reset Date specified above
following the Original Issue Date specified above and thereafter at a rate per
annum determined in accordance with the provisions set forth below under the
heading ["Determination of Interest Rate Per Annum for Prime Rate Notes"]
["Determination of Interest Rate Per Annum for Commercial Paper Rate Notes"]
["Determination of Interest Rate Per Annum for Treasury Rate Notes"]
["Determination of Interest Rate Per Annum for LIBOR-Telerate Notes"]
["Determination of Interest Rate Per Annum for LIBOR-Reuters Notes"]
["Determination of Interest Rate Per Annum for CD Rate Notes"] ["Determination
of Interest Rate Per Annum for Federal Funds Rate Notes"]: provided, however,
that if any Interest Payment Date specified above, other than an Interest
Payment Date occurring on the Maturity Date or date of redemption or repayment,
if any, would otherwise fall on a day that is not a Business Day (as defined
herein), such Interest Payment Date will be the following day that is a Business
Day, except that in the case of LIBOR-Telerate Notes or LIBOR-Reuters Notes
(collectively, the "LIBOR Notes"), if such day falls in the next calendar month,
such Interest Payment Date will be the preceding day that is a Business Day;
provided,


                                       2
<PAGE>

further, that (unless the holder elects otherwise as provided herein) the
Corporation will make such payments in respect of non-U.S. dollar denominated
Notes in U.S. dollars in amounts determined as set forth below. Interest on this
Note shall accrue from the Interest Payment Date next preceding the date of this
Note to which interest has been paid, unless the date hereof is an Interest
Payment Date to which interest has been paid, in which case from the date of
this Note, or unless no interest has been paid on this Note, in which case from
the Original Issue Date specified above, until payment of said principal sum has
been made or duly provided for; provided, however, that if the Original Issue
Date is after any Record Date preceding any Interest Payment Date and before
such Interest Payment Date, interest on this Note shall accrue from such
Interest Payment Date, or, if no interest has been paid on this Note, from the
Original Issue Date specified above; provided, further, that if the Maturity
Date (or the date of redemption or repayment) would otherwise fall on a day that
is not a Business Day, then interest on this Note will be paid on the next
succeeding Business Day, and no interest on such payment will accrue for the
period from and after the Maturity Date (or the date of redemption or
repayment); provided, further, that if the Corporation shall default in the
payment of interest due on any Interest Payment Date, then interest on this Note
shall accrue from the next preceding Interest Payment Date to which interest has
been paid, or, if no interest has been paid on this Note, from the Original
Issue Date specified above. Subject to certain exceptions provided in the
Indenture referred to below, the interest so payable on any Interest Payment
Date will be paid to the person in whose name this Note is registered at the
close of business on the Record Date next preceding such Interest Payment Date,
and interest payable at maturity or upon earlier redemption or repayment (other
than a Maturity Date or redemption or repayment date which would otherwise be an
Interest Payment Date) will be paid to the person to whom said principal sum is
payable.

      "Record Date" shall mean the fifteenth calendar day next preceding each
Interest Payment Date.

      "Business Day" shall mean any day, other than a Saturday or Sunday, that
is (a) neither a legal holiday nor a day on which banking institutions are
generally authorized or required by law or regulation to close (i) with respect
to all Notes, in The City of New York, and (ii) with respect to Notes
denominated in other than U.S. dollars in _________________ (the principal
financial center of the country of the Specified Currency) (or, in the case of
Notes denominated in European Currency Units ("ECUs"), in Brussels, Belgium),
and (b) in addition, with respect to LIBOR Notes only, a London Business Day.

      "London Business Day" shall mean any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.

      "Calculation Date" means the earlier of (a) the Business Day preceding the
applicable Interest Payment Date (as defined below), Maturity Date or date of
redemption or repayment, as the case may be or (b) the day specified on the face
hereof, provided such day is a Business Day, or, if such day is not a Business
Day, the next succeeding Business Day.

      Payment of interest on this Note due on any Interest Payment Date (unless
this Note is denominated in a Specified Currency other than U.S. dollars and the
holder elects to receive payments in the Specified Currency as described below)
will be made in U.S. dollars by check mailed to the person entitled thereto at
his last address as it appears on the register books


                                       3
<PAGE>

of the Corporation. Except as otherwise provided below, payment of the principal
of, premium, if any, and interest, if any, on this Note due to the holder hereof
at maturity or upon earlier redemption or repayment will be made in U.S.
dollars, in immediately available funds, upon presentation of this Note at the
office or agency of the Corporation maintained for that purpose in the Borough
of Manhattan, The City of New York. The holder of any Note denominated in a
Specified Currency other than U.S. dollars may elect to receive payments in the
Specified Currency by transmitting a written request for such payment to the
principal office of the Paying Agent under the Indenture prior to the Record
Date immediately preceding any Interest Payment Date or at least 15 days prior
to the Maturity Date or date of redemption or repayment, if any. Such request
may be in writing (mailed or hand delivered) or by cable, telex or other form of
facsimile transmission. The holder of any such Note may elect to receive payment
in the Specified Currency for all principal (and premium, if any) and interest
payments and need not file a separate election for each payment. Any such
election will remain in effect until revoked by written notice to the Paying
Agent, but written notice of any such revocation must be received by the Paying
Agent not later than the Record Date immediately preceding the applicable
Interest Payment Date or at least 15 days prior to the Maturity Date or the date
of redemption or repayment, if any.

      Payments of interest to be made in a currency or currency unit other than
U.S. dollars (other than interest on this Note due to the holder hereof on the
Maturity Date or upon earlier redemption or repayment) will be paid by bank
draft mailed to the person entitled thereto at his last address as it appears on
the registry books of the Corporation. Payment in a currency or currency unit,
other than U.S. dollars, of the principal of and premium and interest, if any,
on this Note due to the holder hereof on the Maturity Date or upon earlier
redemption or repayment will be paid by bank draft, upon presentation of this
Note, at the office or agency of the Corporation maintained for that purpose in
the Borough of Manhattan, The City of New York.

      Subject to applicable laws and regulations, a holder of $1,000,000 (or the
equivalent in other currencies or currency units) or more in aggregate principal
amount of the Notes may, by delivery of a written request to the Paying Agent
under the Indenture, elect to have all payments to such holder made by wire
transfer of immediately available funds to a designated account maintained (i)
in the United States, in the case of payments to be made in U.S. dollars, or
(ii) in __________ (Country of Specified Currency), in the case of payments to
be made in a Specified Currency other than U.S dollars; provided, that such
payments to be made on the Maturity Date or upon earlier redemption or repayment
will be made only after surrender of the Note or Notes at the office or agency
of the Corporation maintained for that purpose in the Borough of Manhattan, The
City of New York not later than one Business Day prior to the Maturity Date or
the date of redemption or repayment, if any. Such request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission and must [(i) include all non-U.S. dollar denominated Notes held by
such holder and (ii)] be delivered not later than the close of business on the
Record Date immediately preceding an Interest Payment Date or the fifteenth day
prior to the Maturity Date or the date of redemption or repayment, if any. Any
such election will remain in effect until revoked by written notice to the
Paying Agent, but written notice of any such revocation must be received by the
Paying Agent not later than the Record Date immediately preceding the applicable
Interest Payment Date or the fifteenth day preceding the Maturity Date or the
date of redemption or repayment, if applicable.


                                       4
<PAGE>

      This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Corporation (hereinafter called the "Debt
Securities") all issued or to be issued under and pursuant to an Indenture dated
as of January 15, 1991 (hereinafter called the "Indenture") duly executed and
delivered by the Corporation to Continental Bank, National Association, as
Trustee (hereinafter called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in the Indenture,
the Debt Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and
events of default, and may otherwise vary as in the Indenture provided or
permitted. This Note is one of a series of the Debt Securities, which series is
limited to $1,020,000,000 in aggregate principal amount, designated as the
Medium-Term Notes Due 9 Months or More From Date of Issue (the "Notes") of the
Corporation. The Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all, be repayable at
the option of the holder at different times or not at all, be extendible, and be
denominated in different currencies.

      The Interest Rate determined with respect to any Interest Determination
Date for this Note will become effective on and as of the next Interest Reset
Date; provided, however, that (i) the Interest Rate in effect with respect to
this Note from the Original Issue Date specified above to the first Interest
Reset Date will be the "Initial Interest Rate" set forth above and (ii) the
Interest Rate in effect for the five Business Days immediately prior to the
Maturity Date (or the date of redemption or repayment) hereof will be that in
effect on the fifth Business Day next preceding the Maturity Date (or date of
redemption or repayment). Each such adjusted rate shall be applicable from and
including the Interest Reset Date to which it relates to but not including the
next succeeding Interest Reset Date or until maturity, or redemption or
repayment, as the case may be. Subject to applicable provisions of law and
except as specified herein, on each Interest Reset Date, the rate of interest on
this Note shall be the rate determined on the Interest Determination Date next
preceding such Interest Reset Date in accordance with the provisions of the
applicable heading below.

      Unless otherwise specified above, the "Interest Reset Date" will be, if
this Note resets (a) daily, each Business Day, (b) weekly, the Wednesday of each
week (other than weekly reset Treasury Rate Notes, which reset on the Tuesday of
each week, except as provided below), (c) monthly, the third Wednesday of each
month, (d) quarterly, the third Wednesday of March, June, September, and
December of each year, (e) semi-annually, the third Wednesday of the two months
of each year specified above and (f) annually, the third Wednesday or the month
of each year specified above. If any Interest Reset Date for this Note would
otherwise be a day that is not a Business Day, the Interest Reset Date for this
Note shall be the next succeeding Business Day, except that in the case of a
LIBOR Note, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.

      Unless otherwise specified on the face hereof, the Interest Payment Dates
for this Note will be, if this Note resets (a) daily, weekly or monthly, either
the third Wednesday of each month or the third Wednesday of March, June,
September and December of each year, as


                                       5
<PAGE>

specified above, (b) quarterly, the third Wednesday of March, June, September
and December of each year, (c) semi-annually, the third Wednesday of the two
months of each year specified above, and (d) annually, the third Wednesday of
the month specified above and, in each case, on the Maturity Date (or upon
earlier redemption or repayment).

      Unless otherwise specified on the face hereof, the Interest Determination
Date pertaining to an Interest Reset Date (i) for a CD Rate Note, Commercial
Paper Rate Note, Federal Funds Rate Note, or Prime Rate Note, will be the second
Business Day next preceding the Interest Reset Date, (ii) for a LIBOR-Telerate
Note or LIBOR-Reuters Note will be the second London Business Day next preceding
the Interest Reset Date, and (iii) for a Treasury Rate Note will be the day of
the week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned. Treasury bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as a result of a legal holiday, an auction is so held
on the preceding Friday, such Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date for a Treasury Rate Note,
then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.

      Subject to applicable provisions of law and except as specified herein,
the Interest Rate determined with respect to any Interest Determination Date for
this Note will be determined by the Calculation Agent in accordance with the
provisions of the applicable heading below.

      Determination of Interest Rate Per Annum for Prime Rate Notes. If the
Interest Rate Basis specified on the face hereof is Prime Rate, the Interest
Rate will be equal to (i) the Prime Rate (as defined below) on the Interest
Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread
or Spread Multiplier, if any, specified on the face hereof.

      "Prime Rate" means, with respect to any Interest Determination Date, the
prime rate or base lending rate on that date as such date is published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)") under the heading "Bank
Prime Loan", provided, however, that if on the Calculation Date pertaining to
such Interest Determination Date such rate is not published prior to 9:00 a.m.,
New York City time, in H.15(519), then the Prime Rate will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen NYMF Page (as
defined below) as such bank's prime rate or base lending rate as in effect for
such Interest Determination Date as quoted on the Reuters Screen NYMF Page or,
if fewer than four such rates appear on the Reuters Screen NYMF Page for that
Interest Determination Date, then the Prime Rate will be the arithmetic mean of
the prime rates or base lending rates (quoted on the basis of the actual number
of days in the year divided by a 360-day year) as of the close of business for
such Interest Determination Date publicly announced by three major banks in The
City of New York selected by the Calculation Agent. If fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as described in the
preceding sentence, the Interest Rate will be the Interest Rate in effect on
such Interest Determination Date.


                                       6
<PAGE>

      "Reuters Screen NYMF Page" means the display designated as page "NYMF" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).

      Determination of Interest Rate Per Annum for Commercial Paper Rate Notes.
If the Interest Rate Basis specified on the face hereof is Commercial Paper
Rate, the Interest Rate will be equal to (i) the Commercial Paper Rate (as
defined below) on the Interest Determination Date for each Interest Reset Date,
as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the
face hereof'.

      "Commercial Paper Rate" means, with respect to any Interest Determination
Date, the Money Market Yield (as defined below) of the rate on that date for
commercial paper having the Index Maturity specified on the face hereof, as such
rate is published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates", or any successor
publication of the Board of Governors of the Federal Reserve System, under the
heading "Commercial Paper", provided, however, that if such rate is not
published by 3:00 p.m., New York City time, on the Calculation Date (as
specified on the face hereof) pertaining to such Interest Determination Date,
then the Commercial Paper Rate shall be the Money Market Yield of the rate on
such Interest Determination Date for commercial paper having the Index Maturity
specified above as published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government
Securities", or any successor publication of the Federal Reserve Bank of New
York, under the heading "Commercial Paper". If such rate is not published in
either of such publications by 3:00 p.m., New York City time, on the Calculation
Date, the Commercial Paper Rate for that Interest Determination Date shall be
the Money Market Yield of the arithmetic mean of the offered rates of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent, as of 11:00 a.m., New York City time, on that Interest
Determination Date, for commercial paper having the Index Maturity specified on
the face hereof placed for industrial issuers whose bond rating is "AA", or the
equivalent from a nationally recognized rating agency; provided, however, that
if such dealers are not quoting as described above, the Interest Rate with
respect to such Interest Determination Date shall be the Interest Rate in effect
on such Interest Determination Date.

      "Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

            Money Market Yield =    D x 360
                                ---------------- x 100
                                  360 - (D x M)

where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.

      Determination of Interest Rate Per Annum for Treasury Rate Notes. If the
Interest Rate Basis specified on the face hereof is Treasury Rate, the Interest
Rate will be equal to (i) the Treasury Rate (as defined below) on the Interest
Determination Date for each Interest


                                       7
<PAGE>

Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any,
specified on the face hereof.

      "Treasury Rate" means, with respect to any Interest Determination Date,
the rate for the auction of direct obligations of the United States ("Treasury
Bills") held on such Interest Determination Date having the Index Maturity
specified on the face hereof as such rate is published by the Board of Governors
of the Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates", or any successor publication of the Board of Governors of the
Federal Reserve System, under the heading "Treasury bills - auction average
(investment)" or, if such rate has not been so published by 9:00 a.m., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, then the Treasury Rate means, with respect to such Interest Determination
Date, the auction average rate for the aforementioned auction for such Interest
Determination Date (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
reported by the United States Department of the Treasury. In the event that the
results of the auctions of Treasury bills are not published or reported as
provided above by 3:00 p.m., New York City time, on such Calculation Date or no
such auction was held during the week in which the Interest Reset Date falls (or
on the Friday preceding such week as described above), then the Treasury Rate
shall be calculated by the Calculation Agent and shall be the yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity specified
above; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as described in this sentence, the Interest
Rate shall be the Rate in effect on such Interest Determination Date.

      Determination of Interest Rate Per Annum for LIBOR-Telerate Notes. If the
Interest Rate Basis specified on the face hereof is LIBOR-Telerate, the Interest
Rate will be equal to (i) LIBOR-Telerate (as defined below) on the Interest
Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread
or Spread Multiplier, if any, specified on the face hereof.

      LIBOR-Telerate shall be determined by the Calculation Agent specified on
the face hereof in accordance with the following provisions:

            (i) On each Interest Determination Date relating to a LIBOR-Telerate
      Note, LIBOR-Telerate will be the rate for deposits in U.S. dollars having
      the Index Maturity specified above which appears on the Telerate Page 3750
      (as defined below) as of 11:00 a.m., London time, on such Interest
      Determination Date.

            (ii) If, on any Interest Determination Date, the rate for deposits
      in U.S. dollars having the applicable Index Maturity does not appear on
      the Telerate Page 3750 as specified in (i) above, LIBOR-Telerate will be
      determined on the basis of the rates at which deposits in U.S. dollars are
      offered by four major banks in the London interbank market selected by the
      Calculation Agent at approximately 11:00 a.m., London time, on such
      Interest Determination Date to prime banks in the London interbank market
      having


                                       8
<PAGE>

      the Index Maturity specified above and in a principal amount equal to an
      amount that is representative for a single transaction in such market at
      such time. The Calculation Agent will request the principal London office
      of each of such banks to provide a quotation of its rate. If at least two
      such quotations are provided, the rate in respect of such Interest
      Determination Date will be the arithmetic mean of the quotations. If fewer
      than two quotations are provided, LIBOR-Telerate in respect of such
      Interest Determination Date will be the arithmetic mean of the rates
      quoted by three major banks in the City of New York, selected by the
      Calculation Agent, at approximately 11:00 a.m., New York City time, on
      such Interest Determination Date for loans in U.S. dollars to leading
      European banks, having the Index Maturity specified above and in a
      principal amount equal to an amount that is representative for a single
      transaction in such market at such time; provided, however, that if the
      banks selected as aforesaid by the Calculation Agent are not quoting as
      described in this sentence, the Interest Rate will be the Interest Rate in
      effect on such Interest Determination Date.

            "Telerate Page 3750" shall mean the display page designated as page
      3750 on the Dow Jones Telerate service (or such other page as may replace
      page 3750 on that service for the purpose of displaying London interbank
      offered rates).

      Determination of Interest Rate Per Annum for LIBOR-Reuters Notes. If the
Interest Rate Basis specified on the face hereof is LIBOR-Reuters, the Interest
Rate will be equal to (i) LIBOR-Reuters (as defined below) on the Interest
Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread
or Spread Multiplier, if any, specified on the face hereof.

      LIBOR-Reuters shall be determined by the Calculation Agent specified on
the face hereof in accordance with the following provisions:

            (i) On each Interest Determination Date relating to a LIBOR-Reuters
      Note, LIBOR-Reuters will be the arithmetic mean of the offered rates for
      deposits in U.S. dollars having the Index Maturity specified above which
      appear on the Reuters Screen LIBO Page (as defined below) as of 11:00
      a.m., London time, on such Interest Determination Date, provided that at
      least two such offered rates appear on the Reuters Screen LIBO Page.

            (ii) If, on any Interest Determination Date, fewer than two offered
      rates for deposits in U.S. dollars having the applicable Index Maturity
      appear on the Reuters Screen LIBO Page as specified in (i) above,
      LIBOR-Reuters will be determined on the basis of the rates at which
      deposits in U.S. dollars are offered by four major banks in the London
      interbank market selected by the Calculation Agent at approximately 11:00
      a.m., London time, on such Interest Determination Date to prime banks in
      the London interbank market having the Index Maturity specified above and
      in a principal amount equal to an amount that is representative for a
      single transaction in such market at such time. The Calculation Agent will
      request the principal London office of each of such banks to provide a
      quotation of its rate. If at least two such quotations are provided, the
      rate in respect of such Interest Determination Date will be the arithmetic
      mean of the quotations. If fewer than two quotations are provided,
      LIBOR-Reuters in respect of such


                                       9
<PAGE>

      Interest Determination Date will be the arithmetic mean of the rates
      quoted by three major banks in The City of New York, selected by the
      Calculation Agent, at approximately 11:00 a.m., New York City time, on
      such Interest Determination Date for loans in U.S. dollars to leading
      European banks, having the Index Maturity specified above and in a
      principal amount equal to an amount that is representative for a single
      transaction in such market at such time; provided, however, that if the
      banks selected as aforesaid by the Calculation Agent are not quoting as
      described in this sentence, the Interest Rate will be the Interest Rate in
      effect on such Interest Determination Date.

            "Reuters Screen LIBO Page" shall mean the display designated as page
      "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
      may replace the LIBO page on that service for the purpose of displaying
      London interbank offered rates of major banks).

      If the method for determining LlBOR with respect to any LIBOR Note is not
specified in such Note, "LIBOR" means LIBOR-Telerate.

      Determination of Interest Rate Per Annum for CD Rate Notes. If the
Interest Rate Basis specified on the face hereof is CD Rate, the Interest Rate
will be equal to (i) the then applicable CD Rate (as defined below), as adjusted
by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof.

      "CD Rate" means, with respect to any Interest Determination Date, the rate
on that date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as such rate is published by the Board of Governors
of the Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates", or any successor publication of the Board of Governors of the
Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary Market)".
In the event such rate is not published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the CD
Rate shall be the rate on such Interest Determination Date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Federal Reserve Bank of New York in its daily statistical
release "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any
successor publication of the Federal Reserve Bank of New York ("Composite
Quotations"), under the heading "Certificates of Deposit". If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not published in either
H.15(519) or Composite Quotations, the CD Rate shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the secondary market
offered rates, as of 10:00 a.m., New York City time, on that Interest
Determination Date, of major United States money center banks in The City of New
York selected by the Calculation Agent for negotiable certificates of deposit
with a remaining maturity closest to the specified Index Maturity in a
denomination of U.S. $5,000,000; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are quoting as described
in this sentence, the Interest Rate shall be the Interest Rate in effect on such
Interest Determination Date.

      Determination of Interest Rate Per Annum for Federal Funds Rate Notes. If
the Interest Rate Basis specified on the face hereof is Federal Funds Rate, the
Interest Rate will be


                                       10
<PAGE>

equal to (i) the then applicable Federal Funds Rate (as defined below), as
adjusted by (ii) the Spread or Spread Multiplier, if any, as specified on the
face hereof.

      "Federal Funds Rate" means, with respect to any Interest Determination
Date, the rate on that date for Federal Funds as such rate is published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)"), under the heading
"Federal Funds (Effective)". In the event that such rate is not published prior
to 9:00 a.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Federal Funds Rate will be the rate on
such Interest Determination Date as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 p.m. Quotations for U.S.
Government Securities", or any successor publication of the Federal Reserve Bank
of New York ("Composite Quotations"), under the heading "Federal Funds/Effective
Rate". If by 3:00 p.m., New York City time, on such Calculation Date such rate
is not published in either H.15(519) or Composite Quotations, the Federal Funds
Rate shall be the arithmetic mean of the rates, as of 9:00 a.m., New York City
time, on such Interest Determination Date for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent; provided, however, that
if fewer than three brokers so selected by the Calculation Agent are quoting as
described in this sentence, the Interest Rate will be the Interest Rate in
effect on such Interest Determination Date.

      The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date.

      Notwithstanding the foregoing, the interest rate per annum hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof.

      The interest rate on this Note will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application.

      At the request of the holder hereof, the Calculation Agent will provide to
such holder the Interest Rate then in effect for this Note, if available, and,
if determined, the Interest Rate which will become effective as a result of a
determination made on the most recent Interest Determination Date with respect
to this Note.

      Interest payments hereon will include interest accrued to but excluding
the applicable Interest Payment Date; provided, however, that if the Interest
Rate with respect to this Note resets daily or weekly, interest payable on any
Interest Payment Date, other than interest payable on any date on which
principal for this Note is payable, will, unless otherwise specified above,
include interest accrued to and including the next preceding Record Date.

      Accrued interest from the original Issue Date or from the last date to
which interest has been paid or duly provided for with respect to this Note will
be calculated by multiplying the face amount of this Note by an accrued Interest
Factor. Such accrued Interest


                                       11
<PAGE>

Factor shall be computed by adding the Interest Factors calculated for each day
from the Original Issue Date or from the last date to which interest has been
paid or duly provided for up to the date for which accrued interest is being
calculated. The "Interest Factor" for each such day shall be computed by
dividing the Interest Rate per annum applicable to such day by 360, or by the
actual number of days in the year, if the Interest Rate Basis specified above is
Treasury Rate.

      Unless otherwise specified herein, all percentages resulting from any
calculation of the rate of interest on Floating Rate Notes (including the
calculation of the Interest Factor and the Money Market Yield, each as described
above) will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(e.g., 9.876545% (or .09876545) will be rounded upward to 9.87655% (or
 .0987655)), and all U.S. dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upward), or if the Specified Currency set forth above is other than U.S.
dollars, to the smallest unit of the Specified Currency.

      If this Note is denominated in a currency or currency unit other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the mean bid quotation (calculated to the nearest one
hundred-thousandth of a dollar, with five one-millionths of a dollar rounded
upward) in The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on such
payment date, in an amount equal to the aggregate amount of the Specified
Currency payable to all holders of Notes not electing to receive the Specified
Currency on such payment date and at which the applicable dealer commits to
execute a contract. If such bid quotations are not available, payments will be
made in the Specified Currency. All currency exchange costs will be borne by the
holder of the Note by deductions from such payments.

      If this Note is denominated in a currency or currency unit other than U.S.
dollars and, due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, the Specified Currency is not available
at the time of any scheduled payment of principal of or premium or interest, if
any, to be made in the Specified Currency, then the Corporation shall be
entitled to satisfy its obligations hereunder by making such payment in U.S.
dollars on the basis of the noon buying rate in The City of New York for cable
transfers of the Specified Currency as certified for customs purposes by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the second day
prior to such payment, or if such Market Exchange Rate is not then available, on
the basis of the most recently available Market Exchange Rate. Any payment made
under such circumstances in U.S. dollars where required payment is in a
Specified Currency will not constitute a default under the Indenture.

      In case an event of default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.


                                       12
<PAGE>

      The Indenture contains provisions permitting the Corporation and the
Trustee, with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of each series of Debt Securities affected thereby, at the time
outstanding, evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any indenture supplemental thereto or
modifying in any manner the rights of the holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Debt Security, or reduce the principal amount thereof or premium, if any,
with respect thereto, or reduce the rate or extend the time of payment of
interest thereon, or reduce the amount of original issue discount payable upon a
declaration of acceleration of the stated maturity thereof, without the consent
of the holder of each such Debt Security so affected, (ii) reduce the aforesaid
percentage of Debt Securities of any series, the consent of the holders of which
is required for any such supplemental indenture, without the consent of the
holders of all Debt Securities of all such series affected thereby then
outstanding, or (iii) modify, without the written consent of the Trustee, the
rights, duties or immunities of the Trustee. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Debt Securities of any series at the time outstanding, on behalf of the
holders of all the Debt Securities of such series, to waive, insofar as that
series is concerned, compliance by the Corporation with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent by the holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Note and any Notes which may be
issued upon the registration of transfer hereof or in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made upon this
Note or other such Notes.

      Except as otherwise provided on the face of this Note, this Note will not
be redeemable prior to maturity. If so provided in this Note, this Note may be
redeemed by the ; Corporation on and after the date so indicated above. On and
after the date, if any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part at the option of the Corporation at a redemption
price equal to the product of the principal amount of this Note to be redeemed
multiplied by the Redemption Percentage. The Redemption Percentage shall
initially equal the Initial Redemption Percentage specified on the face of this
Note, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified on the face of this Note, until the Redemption Percentage is equal to
100%. This Note will not be entitled to any sinking fund.

      Except as otherwise provided on the face of this Note, this Note will not
be repayable at the option of the holder. If so provided in this Note, this Note
will be repayable in whole or in part at the option of the holder in increments
of $1,000 or, in case of non-U.S. dollar denominated Notes, in an amount equal
to the integral multiples referred to on the face hereof under "Authorized
Denominations" (or, if no such reference is made, an amount equal to the minimum
Authorized Denomination) (provided that the remaining principal amount of any
Note surrendered for partial repayment shall be at least $1,000 or, in the case
of non-U.S. dollar denominated Notes, the minimum Authorized Denomination
referred to above) on any Business Day on or after the Initial Date on which the
Note is Repayable at the Option of the Holders (as stated above), at 100% of the
principal amount to be repaid, plus accrued interest, if any, to the repayment
date. In order for the exercise of the option to be effective and the Notes to
be repaid,


                                       13
<PAGE>

the Corporation must receive at the applicable address of the Paying Agent set
forth below or at such other place or places of which the Corporation shall from
time to time notify the holder of the Note, on or before the fifteenth, but not
earlier than the twenty-fifth, day, or, if such day is not a Business Day, the
next succeeding Business Day, prior to the repayment date, either (i) this Note,
with the form below entitled "Option to Elect Repayment" duly completed, or (ii)
a telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or a trust company in the United States of America setting
forth (a) the name, address, and telephone number of the holder of this Note,
(b) the principal amount of this Note and the amount of this Note to be repaid,
(c) a statement that the option to elect repayment is being exercised thereby,
and (d) a guarantee stating that the Corporation will receive this Note, with
the form entitled "Option to Elect Repayment" duly completed, not later than
five Business Days after the date of such telegram, telex, facsimile
transmission or letter (and this Note and form duly completed are received by
the Corporation by such fifth Business Day). Any such election shall be
irrevocable. The addresses to which such deliveries are to be made are as
follows: (i) to Chemical Bank, Attention: Debt Operations, P.O. Box 2862, G.P.O.
Station, New York, New York 10116, if delivery is made by regular or registered
mail, (ii) to Chemical Bank, Bank Window, Room 234, 2nd Floor, North Building,
55 Water Street, New York, New York, if delivery is made by hand, armored car or
courier services or (iii) to Chemical Bank, Attention: Agency Administration,
450 West 33rd Street, New York, New York 10001, if delivery is by telegram or
facsimile transmission (or at such other places as the Corporation shall notify
the holders of the Notes). All questions as to the validity, eligibility
(including time of receipt), and acceptance of any Note for repayment will be
determined by the Corporation, whose determination will be final and binding.

      The Notes are issuable in fully registered form only without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations specified on the face
hereof. Notes denominated and payable in U.S. dollars may be issued, in whole or
in part, in the form of one or more global Notes bearing the legend specified in
the Indenture regarding certain restrictions on registration of transfer and
exchange and issued to The Depository Trust Company as depositary (the
"Depositary") or its nominee and registered in the name of the Depositary or
such nominee. Upon due presentment for registration of transfer of this Note at
the office or agency of the Corporation in the Borough of Manhattan, The City of
New York, a new Note or Notes in authorized denominations in the Specified
Currency for an equal aggregate principal amount and like interest rate and
maturity will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times, at the rate and in the currency herein
prescribed.

      The Corporation, the Trustee, and any paying agent may deem and treat the
registered holder hereof as the absolute owner of this Note at his address as it
appears on the register books of the Corporation as kept by the Trustee or duly
authorized agent of the


                                       14
<PAGE>

Corporation (whether or not this Note shall be overdue), for the purpose of
receiving payment of or on account hereof and for all other purposes, and
neither the Corporation nor the Trustee nor any paying agent shall be affected
by any notice to the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, effectually
satisfy and discharge liability for moneys payable on this Note.

      No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or any indenture supplemental thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Corporation or any successor corporation, either
directly or through the Corporation or any successor corporation, under any rule
of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
personal liability of every such incorporator, stockholder, officer and
director, as such, being expressly waived and released by the acceptance hereof
and as a condition of and as part of the consideration for the issuance of this
Note.

      Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

      This Note shall be governed by and construed in accordance with the laws
of the State of New York.

      This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to above.


                                       15
<PAGE>

      IN WITNESS WHEREOF, THE CIT GROUP HOLDINGS, INC. has caused this
instrument to be signed by its duly authorized officers, and has caused its
corporate seal, or a facsimile thereof, to be affixed hereto or imprinted
hereon.

Dated:
                                               THE CIT GROUP HOLDINGS, INC.

                                               By:
                                                  ------------------------------
                                                  Executive Vice President

Attest:
       -----------------------------------
       Secretary

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

This Note is one of a
series of Debt Securities
described in the Indenture
referred to above.                             [CIT CORPORATE SEAL]

CONTINENTAL BANK, NATIONAL ASSOCIATION,
     as Trustee

By:
   ---------------------------------------
    Authorized Officer
                  OR

CHEMICAL BANK,
     as Authenticating
     Agent for the Trustee

By:
   ---------------------------------------
   Authorized Officer


                                       16
<PAGE>

                            OPTION TO ELECT REPAYMENT

       TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE AT THE OPTION OF THE
              HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS

      The undersigned hereby irrevocably requests and instructs the Corporation
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

      For this Note to be repaid the Corporation must receive at the applicable
address of the Paying Agent set forth above, or at such other place or places of
which the Corporation shall from time to time notify the holder of the within
Note, on or before the fifteenth, but not earlier than the twenty-fifth day, or,
if such day is not a Business Day, the next succeeding Business Day, prior to
the repayment date, (i) this Note, with this "Option To Elect Repayment" form
duly completed, or (ii) a telegram, telex, facsimile transmission, or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address, and telephone number of
the holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the Note to be repaid
with the form entitled "Option to Elect Repayment" on the reverse of the Note
duly completed will be received by the Corporation not later than five business
days after the date of such telegram, telex, facsimile transmission, or letter
(and such Note and form duly completed are received by the Corporation by such
fifth Business Day).

      If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the holder elects to have repaid:
___________; and specify the denomination or denominations (which shall be
$1,000 and integral multiples thereof or, if the Note is denominated in a
currency other than U.S. dollars, an Authorized Denomination) of the Note or
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any specification, one such Note will be issued for
the portion not being repaid): _________.

         Date:
              -----------                   ------------------------------------
                                            Notice: The signature to this Option
                                            to Elect Repayment must correspond
                                            with the name as written above the
                                            Note in every particular without
                                            alteration or enlargement or any
                                            other change whatsoever.


                                       17
<PAGE>

                                  ABBREVIATIONS

           The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM   - as tenants                      UNIF GIFT MIN ACT-...Custodian...
              in common                                          (Cust)  (Minor)
                                                                 Under Uniform
TEN ENT   - as tenants by                                        Gifts to Minors
              the entireties                                     Act
JT TEN    - as joint tenants with right
              of survivorship and not as    ------------------------------------
              tenants in common                           (State)

Additional abbreviations may also be used though not in the above list.

             -------------------------------------------------------------------

           FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto___________________________________________


(Please insert Social Security or
other identifying number  Assignee)
------------------------------
|                             |
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
Assignee)


--------------------------------------------------------------------------------
the within Note of THE CIT GROUP HOLDINGS, INC. and does hereby irrevocably
constitute and appoint


-----------------------------------------------------------------------
                                                                        attorney
To transfer the said Note on the books of the Corporation, with full power of
substitution in the premises.

Dated:
      -------------------

                                            ------------------------------------
                                            [NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as written upon the face of the
                                            within instrument in every
                                            particular, without alteration or
                                            enlargement or any change whatever.]


                                       18