Exhibit 4.1j

                          THE CIT GROUP HOLDINGS, INC.

                MEDIUM-TERM SENIOR SUBORDINATED FIXED RATE NOTE
                   Due Nine Months or More From Date of Issue

REGISTERED

No.  SFXR -                                                       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 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 and
      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.

      If applicable, the following will be completed solely for purposes of the
U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined
in Section 1273 of the Internal Revenue Code of 1986, as amended. This
information is provided solely for the purposes of applying the U.S. Federal
Income Tax Original Issue Discount ("OID") rules to the certificate and is based
on an interpretation of proposed Treasury regulations. The Issue Date of this
certificate is _______________________. This certificate has been issued with
__________ of OID per $1,000 of initial principal amount. The annual yield to
maturity is ____%, based on semi-annual compounding. The amount of OID
attributable to the initial accrual period is _____ per $1,000 of initial
principal amount, computed under the ____________ method as defined in proposed
Treasury regulations.

THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL AGENCY.


                                       1
<PAGE>

      [With respect to Notes considered Tier II Capital insert: This Note is
subject to acceleration only in the event of certain circumstances relating to
the insolvency of The CIT Group Holdings, Inc. as provided below.]

PRINCIPAL AMOUNT:                               ISSUE PRICE:   %

REDEEMABLE ON OR AFTER:                         INTEREST PAYMENT DATES:
(AT OPTION OF THE CORPORATION)

INITIAL REDEMPTION PERCENTAGE:                  MATURITY DATE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:         ORIGINAL ISSUE DATE:

INITIAL DATE ON WHICH THE NOTE IS               SPECIFIED CURRENCY:
REPAYABLE AT THE OPTION OF THE HOLDER:          (Only applicable if Specified
                                                Currency is other than U.S.
                                                Dollars)

AUTHORIZED DENOMINATIONS:                       DEFAULT RATE:
(Only applicable if Specified Currency          (Only applicable if issued
is other than U.S. Dollars)                     at original issue discount)

EXCHANGE RATE AGENT:                            OID DEFAULT AMOUNT:
(Only applicable if Specified Currency is       (Only applicable if issued
other than U.S. Dollars)                        at original issue discount)

OTHER PROVISIONS:                               INTEREST RATE PER ANNUM:

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 (as defined below), 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, if any, on
said principal sum at the rate per annum (computed on the basis of a 360-day
year of twelve 30-day months) shown above, in like coin, currency or currency
unit, semi-annually on each Interest Payment Date set forth above from and after
the date of this Note and on the Maturity Date or date of redemption or
repayment, if any, until payment of said principal sum has been made or duly
provided; provided, however, that if an Interest Payment Date or 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 such Interest Payment Date or Maturity Date (or the date
of redemption or repayment);


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<PAGE>


provided, 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.
Unless this Note is a Note which has been issued upon transfer of, in exchange
for, or in replacement of a predecessor Note, interest on this Note shall accrue
from the Original Issue Date indicated above. If this Note has been issued upon
transfer of, in exchange for, or in replacement of a predecessor Note, interest
on this Note shall accrue from the last Interest Payment Date to which interest
was paid on such predecessor Note or, if no interest was paid on such
predecessor Note, from the Original Issue Date indicated above. The first
payment of interest on a Note originally issued and dated on or after the Record
Date (as defined below) preceding an Interest Payment Date will not be made on
such Interest Payment Date, but will be made on the next succeeding Interest
Payment Date. 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
fourteenth day next preceding such Interest Payment Date (each such date a
"Record Date"), provided, however, that interest payable on the Maturity Date or
upon earlier redemption or repayment (other than a Maturity Date, redemption
date or repayment date that would otherwise be an Interest Payment Date) will be
paid to the person to whom said principal sum is payable.

      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 of the Corporation. Except
as otherwise provided below, payment of the principal of, and premium and
interest, if any, on this Note due to the holder hereof at the 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


                                       3
<PAGE>


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.

      "Business Day" means any day, other than a Saturday or Sunday, that is
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) in the event that this Note is
denominated in a Specified Currency 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, in Brussels, Belgium).

      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 May 1, 1988, as amended by Indenture Supplement No. 1, dated as of
January 15, 1991 (hereinafter called the "Indenture"), duly executed and
delivered by the Corporation to the Bank of New York, 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 separate 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 Senior Subordinated
Notes Due 9 Months or More From Date of Issue (the "Notes") of the Corporation.


                                       4
<PAGE>

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 issued at an original
issue discount, be extendible and be denominated in different currencies.

      The indebtedness evidenced by the Notes is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of Superior Indebtedness of the Corporation and this Note is issued subject
to the provisions of the Indenture with respect thereto. Each holder of this
Note, by accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee in his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney-in-fact for such purpose.

      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.

      If so provided in the face hereof, the Notes will be considered "Tier II
Capital" under the rules and regulations of the Board of Governors of the
Federal Reserve System of the United States and the Ministry of Finance of
Japan. Pursuant to Section 7.02 of the Indenture,


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<PAGE>

only certain events of default relating to the bankruptcy, insolvency or
reorganization of the Corporation as provided below (each, an "Insolvency
Event") would give rise to a right of acceleration of the maturity of the Notes
or to the Trustee's right to the appointment of a receiver pursuant to Section
7.07 of the Indenture. Such Insolvency Events are as follows:

      (i)   the entry by a court of competent jurisdiction of a decree or order,
            unstayed on appeal or otherwise and in effect for 30 days,
            adjudicating the Corporation a bankrupt or insolvent;

      (ii)  the entry by a court of competent jurisdiction of a decree or order
            appointing a receiver or liquidator or trustee of the Corporation or
            of substantially all the property of the Corporation, or approving
            as properly filed a petition seeking reorganization, arrangement,
            adjustment or composition of or in respect of the Corporation under
            Title 11 of the United States Code, as now constituted or as
            hereafter in effect, or any other Federal or state bankruptcy or
            other similar statute applicable to the Corporation; but only if and
            when such decree or order shall have continued unstayed on appeal or
            otherwise in effect for 60 days; or

      (iii) the filing by the Corporation of a voluntary petition in bankruptcy
            under any of the provisions of any bankruptcy law, or the consenting
            by the Corporation to the filing of any bankruptcy or reorganization
            petition against it under any such law; or (without limitation of
            the generality or the foregoing) the filing by the Corporation of a
            petition seeking relief under Title 11 of the United States Code, as
            now constituted or as hereafter in effect, or any other Federal or
            state bankruptcy or other similar statute applicable to the
            Corporation, as now or hereafter in effect; or the making by the
            Corporation of an assignment for the benefit of creditors; or the
            admitting in writing by the Corporation of its inability to pay its
            debts generally as they become due; or the consenting by the
            Corporation to the appointment of a receiver or liquidator or
            custodian or trustee of it or of substantially all its property.

      Accordingly, with respect to Notes considered "Tier II Capital", except
upon the occurrence of an Insolvency Event, there is no right of acceleration
nor shall the Trustee be entitled to the appointment of a receiver pursuant to
Section 7.07 of the Indenture for a default in the payment of principal,
premium, if any, or interest or in the performance of any covenant or agreement
in such Notes or in the Indenture. In the event of a default in the payment of
principal, premium, if any, or interest or the performance of any covenant or
agreement in the Notes or in the Indenture, the holder of any such Note and the
Trustee, subject to certain limitations and conditions, may institute judicial
proceedings to enforce the payment of such principal, premium, if any, or
interest or to obtain the performance of any covenant or agreement or any other
remedy.

      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


                                       6
<PAGE>


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 an
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, 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


                                       7
<PAGE>

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.

      If this Note is issued with an original issue discount, (i) if an event of
default, as defined in the Indenture, with respect to the Notes shall have
occurred and be continuing, the amount of principal of this Note which may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture, shall be determined in the manner set
forth under "OID Default Amount" on the face hereof, and (ii) in the case of a
default of payment in principal upon acceleration, redemption, repayment at the
option of the holder or at the stated maturity hereof, in lieu of any interest
otherwise payable, the overdue principal of this Note shall bear interest at a
rate of interest per annum equal to the Default Rate stated on the face hereof
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such acceleration, redemption, repayment at
the option of the holder or stated maturity, as the case may be, to the date
payment has been made or duly provided for or such default has been waived in
accordance with the terms of the Indenture.

      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.


                                       8
<PAGE>

      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 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.


                                       9
<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]

THE BANK OF NEW YORK,
   as Trustee

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

                 OR

CHEMICAL BANK,
      as Authenticating Agent
      for the Trustee

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


                                       10
<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.


                                       11
<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 Gifts to Minors Act
TEN ENT -  as tenants by the
           entireties

JT TEN  -  as joint tenants with       ----------------------------------------
           right of survivorship                        (State)
           and not as tenants in
           common

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 of
 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
                                                ever particular, without
                                                alteration or enlargement or any
                                                change whatever.]


                                       12