SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.1

CIT GROUP INC.

Issuer

and

THE BANK OF NEW YORK MELLON

Trustee

                                                 

SECOND SUPPLEMENTAL INDENTURE

Dated as of December 24, 2008

12.00% Subordinated Notes due December 18, 2018

          SECOND SUPPLEMENTAL INDENTURE, dated as of December 24, 2008 (the " Second Supplemental Indenture "), between CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the " Company "), and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the " Trustee "), amending and supplementing the Indenture, dated as of January 20, 2006, between the Company and the Trustee, governing the issuance of subordinated debt securities (the " Base Indenture "), as amended and supplemented by the First Supplemental Indenture, dated as of January 31, 2007, relating to the 6.10% Junior Subordinated Notes due March 15, 2067.

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

          WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Securities to be known as its 12.00% Subordinated Notes due December 18, 2018 (the " Notes "), which shall be in the form of subordinated notes, with specific terms and provisions, the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture; and

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

          NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

          Section 1.01 . Definitions. Unless the context otherwise requires:

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

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          (b)     the definition of any term in this Second Supplemental Indenture that is otherwise defined in the Indenture shall supersede such other definition of such term for purposes of the Notes;

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

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

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

          (f)     the following terms have the meanings given to them in this Section 1.01(f):

          " Additional Interest " has the meaning provided in the Registration Rights Agreement.

          " Additional Notes " has the meaning provided in Section 2.01 hereof.

          " Base Indenture " has the meaning provided in the preamble of this Second Supplemental Indenture.

          " Business Day " means any day which is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies located in New York City are authorized or obligated by law to close.

          " Certificate of Beneficial Ownership " means a certificate substantially in the form of Exhibit F.

          " Certificated Note " means a Note in registered physical form without interest coupons.

          " Company " means the Person named as the "Company" in the preamble to this Second Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter the "Company" shall mean such successor Person.

          " Compounded Interest " means interest on any accrued and unpaid interest on the Notes, to the extent permitted by applicable law, compounded semi-annually at the Interest Rate.

          " Depositary ", with respect to the Notes, means The Depository Trust Company or any successor clearing agency.

          " DTC Legend " means the legend set forth in Exhibit C.

          " Exchange Act " means the Securities Exchange Act of 1934, as amended.

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          " Exchange Notes " means the debt securities of the Company to be offered to Holders in exchange for the Initial Notes pursuant to the Exchange Offer or otherwise pursuant to a Registration of the Exchange Notes containing terms identical to the Notes for which they are exchanged (except that (i) interest thereon shall accrue from the last date on which interest was paid on such Notes (unless the Exchange Note is issued after a Regular or Special Record Date and prior to the corresponding Interest Payment Date, in which case interest shall accrue from such Interest Payment Date) or, if no such interest has been paid, from the Issue Date and (ii) the provisions relating to Additional Interest (other than any Additional Interest accrued through the date of issuance of such Exchange Notes)) shall be eliminated.

          " Exchange Offer " means the exchange offer by the Company of Exchange Notes for Initial Notes pursuant to the Registration Rights Agreement.

          " Final Maturity " has the meaning provided in Section 2.02 hereof.

          " Initial Notes " means (i) all Notes issued on the Issue Date and (ii) any Notes issued in replacement therefor, but not including any Exchange Notes issued in exchange therefor.

          " Interest Payment Date " means each June 18 and December 18, commencing June 18, 2009.

          " Interest Payment Period " means the period from and including an Interest Payment Date (or in the case of the first Interest Payment Period, the Issue Date) up to, but not including, the next Interest Payment Date.

          " Issue Date " means, subject to Section 2.01(b), the first date that Notes were originally issued under this Second Supplemental Indenture.

          " Non-U.S. Person " means a Person that is not a U.S. person, as defined in Regulation S.

          " Notes " shall have the meaning set forth in the recitals of this Second Supplemental Indenture, and shall include the Initial Notes, the Additional Notes, if any, and the Exchange Notes.

          " Paying Agent " means, initially, The Bank of New York Mellon, and thereafter any other Paying Agent designated in accordance herewith.

          " Registration " means a registered Exchange Offer for the Notes by the Company or other registration of the Notes under the Securities Act pursuant to and in accordance with the terms of the Registration Rights Agreement.

          " Registration Rights Agreement " means the Registration Rights Agreement dated December 24, 2008 between the Company and the Trustee.

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          " Regulation S " means Regulation S under the Securities Act.

           " Regulation S Certificate " means a certificate substantially in the form of Exhibit D hereto.

           " Regulation S Global Note " means a Global Note representing Notes issued and sold pursuant to Regulation S.

          " Restricted Legend " means the legend set forth in Exhibit B.

           " Restricted Period " means the relevant 40-day distribution compliance period as defined in Regulation S in the case of a Regulation S Global Note.

           " Restricted Regulation S Global Note " means a Regulation S Global Note that bears the Restricted Legend.

          " Rule 144A " means Rule 144A under the Securities Act.

           " Rule 144A Certificate " means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

           " Second Supplemental Indenture " has the meaning provided in the preamble hereto.

          " Securities Act " means the Securities Act of 1933, as amended.

           " Trustee " means the Person named as the "Trustee" in the preamble of this Second Supplemental Indenture until a successor Trustee shall have become such with respect to the Notes (or any series thereof) pursuant to the applicable provisions of the Indenture; provided, however, that if at any time there is more than one such Person, "Trustee" shall mean each such Person and as used with respect to any series of Notes shall mean the Trustee with respect to such series of Notes.

           " Unrestricted Regulation S Global Note " means a Regulation S Global Note that does not bear the Restricted Legend.

          " U.S. " means of or pertaining to the United States.

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           " U.S. Global Note " means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

ARTICLE 2
G ENERAL T ERMS AND C ONDITIONS OF THE N OTES

           Pursuant to Section 3.1 of the Indenture, the Notes are hereby established with the following terms and other provisions:

           Section 2.01 . Designation and Principal Amount. (a) There is hereby authorized a series of Securities designated the 12.00% Subordinated Notes due December 18, 2018, which shall be subordinated notes issued by the Company under the Indenture, up to an initial aggregate principal amount of $1,149,007,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 3.3 of the Indenture.

           (b)     The Company may, from time to time, subject to compliance with any other applicable provisions of this Second Supplemental Indenture but without the consent of the Holders, create and issue pursuant to this Second Supplemental Indenture an unlimited principal amount of additional Notes (in excess of any amounts theretofore issued) (the " Additional Notes ") having the same terms and conditions to those of the other outstanding Notes, except that any such Additional Notes (i) may have a different Issue Date and issue price from other outstanding Notes and (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than the amount payable on other outstanding Notes. Such Additional Notes shall constitute part of the same series of Notes hereunder, unless any such differences pursuant to this Section 2.01(b) shall cause such Additional Notes to constitute, as determined pursuant to an Opinion of Counsel, a different class of Notes than the original series of Notes for U.S. federal income tax purposes, in which case such Additional Notes shall be treated as a separate series for all purposes under the Indenture.

           Section 2.02 . Final Maturity. The date on which the principal of the Notes becomes due and payable is December 18, 2018 (the " Final Maturity ").

          Section 2.03 . Interest.

           (a)     The Notes will bear interest, accruing from, and including, the Issue Date, at the per annum rate of 12.00% (the " Interest Rate "), payable semi-annually in arrears on each Interest Payment Date and at the Final Maturity.

           (i)     The amount of interest payable for any full Interest Payment Period will be computed on the basis of a 360-day year of twelve thirty-day months, and the amount of interest payable for any period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of thirty-day months and, for periods of less

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than a thirty-day month, the actual number of days elapsed per thirty-day month. All percentages resulting from any interest rate calculation will be rounded upward or downward, as appropriate, to the next higher or lower one-hundred-thousandth of a percentage point.

           (ii)     In the event that any Interest Payment Date during an Interest Payment Period is not a Business Day, payment of the interest payable on such Interest Payment Date shall be made on the next succeeding day that is a Business Day without any interest or other payment in respect of any such delay.

           (b)     Interest will accrue at the Interest Rate during the Interest Payment Period from and including the date of initial issuance or the last Interest Payment Date in respect of which interest has been paid or duly provided for, as applicable, to, but not including, the next succeeding Interest Payment Date on which the interest is actually paid or the Final Maturity, as the case may be. Otherwise than in connection with the Final Maturity of, or the payment in whole or in part of Defaulted Interest on the Notes, interest on the Notes, including any Additional Interest, may be paid only on an Interest Payment Date.

           (c)     To the extent permitted by applicable law, interest not paid when due hereunder will accrue Compounded Interest until paid. With respect to the Notes, references to "interest" in the Indenture include references to such Compounded Interest.

           (d)     Interest shall be payable on each Interest Payment Date to the Person in whose name the Note is registered at the close of business on the Business Day next preceding such Interest Payment Date, which date shall be the Regular Record Date with respect to such Note for such Interest Payment Date. In the event the Notes do not remain in book-entry only form or are not in the form of a Global Note, the Company shall select the Regular Record Date for the payment of interest thereon on each Interest Payment Date, which will be at least one Business Day before the applicable Interest Payment Date.

          Section 2.04. Form .

           (a)     The Notes shall be issued as Registered Securities without Coupons in the form as set forth in Exhibit A hereto. With respect to the Notes, the terms and provisions contained in the form of Notes set forth in Exhibit A shall constitute, and are hereby expressly made, a part of the Indenture.

           (b)     Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary or as may be required for the Initial Notes to be tradeable on any market developed for trading of securities pursuant to Rule

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144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

           (c)     So long as any Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 3.5 of the Indenture, such Notes shall be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (each and collectively, the " Global Note "). The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with the Indenture and the applicable procedures of the Depositary. Except as provided in Section 3.5 of the Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive form and shall not be considered holders of such Global Note.

           Any applicable Global Note shall represent the applicable outstanding Notes and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon. Any Global Note shall provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee upon instructions given by the Holder of such Notes in accordance with the Indenture. Notwithstanding anything contained herein to the contrary, the aggregate principal amount of all Global Notes outstanding at any time may not exceed the principal amount of Notes outstanding at such time.

           (d)     The Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Payment of any principal (and premium, if any) and interest (including any Additional Interest) on Notes issued as Global Notes shall be payable by the Company through the Paying Agent to the Depositary in immediately available funds.

          Section 2.05. Restrictive Legends .

           (a)     Except as otherwise provided in Section 2.05(e), each Initial Note or Additional Note (other than an Unrestricted Regulation S Global Note) shall bear the Restricted Legend.

           (b)     Each Global Note, whether or not an Initial Note or Additional Note, shall bear the DTC Legend.

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           (c)     Each Restricted Regulation S Global Note shall bear the Restricted Legend.

           (d)     Initial Notes and Additional Notes offered and sold in reliance on Regulation S shall be issued as provided in Section 2.08.

           (e)      (i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor rule) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of such Note (or a beneficial interest therein) are effected in compliance with the Securities Act; or (ii) after an Initial Note is (x) subject to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) exchanged for an Exchange Note, the Company may, subject to the provision of an Officers’ Certificate and an Opinion of Counsel in accordance with Section 1.2 of the Indenture, instruct the Trustee to cancel such Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee shall comply with such instruction.

          Section 2.06. Transfer Restrictions .

           By its acceptance of any Note bearing the Restricted Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Second Supplemental Indenture and in the Restricted Legend and agrees that it shall transfer such Note only as provided in this Second Supplemental Indenture and the Restricted Legend. The Company and the Trustee as Security Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Second Supplemental Indenture and the Restricted Legend. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Trustee as Security Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Trustee shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

           The Trustee shall retain copies of all letters, notices and other written communications received pursuant to the Indenture. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee.

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           The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Second Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Depositary or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Second Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

          Section 2.07 . Restrictions on Transfer and Exchange.

           (a)     The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.07 and Section 3.5 of the Indenture and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

           (b)     Subject to Section 2.07(c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements, if any, described in the clause of this paragraph set forth opposite in column C below.

          (i)      No certification is required.

          (ii)     The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate.

           (iii)     The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States;

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provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (1) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (2) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee shall deliver a Certificated Note that does not bear the Restricted Legend.

          (iv)     The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

          (c)     No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note (or beneficial interest) is (i) eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause an Opinion of Counsel and any other reasonable certifications and evidence in order to support such certificate; or (ii) (x) subject to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) exchanged for an Exchange Note.

          Any Certificated Note delivered in reliance upon this Section 2.07(c) shall not bear the Restricted Legend.

           (d)     The Trustee shall retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company shall have the right to inspect and make copies thereof at any reasonable time upon reasonable prior written notice to the Trustee.

          Section 2.08 . Restricted Regulation S Global Notes.

           (a)     Each Note originally issued in reliance upon Regulation S shall be evidenced by one or more Regulation S Global Notes that bear the Restricted Legend.

           (b)     An owner of a beneficial interest in a Restricted Regulation S Global Note (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee shall accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee shall not accept any such certificate during the Restricted Period). Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such beneficial interest, the Trustee shall cause such beneficial interest to be exchanged for an equivalent beneficial interest in an Unrestricted Regulation S

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Global Note, and shall (x) permanently reduce the principal amount of such Restricted Regulation S Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Unrestricted Regulation S Global Note by the amount of such beneficial interest.

          Section 2.09. Additional Interest .

          If Additional Interest is required to be paid with respect to any Notes, the Interest Rate borne by such Notes shall be increased as provided in the Registration Rights Agreement.

          The Company shall deliver to the Trustee, and Paying Agent, if the Trustee shall not then be acting as Paying Agent, within five calendar days of the date on which Additional Interest is required to be paid with respect to any Notes, an Officers’ Certificate stating that such Additional Interest has become payable with respect to the Notes.

          Additional Interest shall, for the purposes of the Notes, constitute interest under the Indenture, including for purposes of this Second Supplemental Indenture and any Note.

          Section 2.10. Miscellaneous .

          The Notes are not a deposit or other obligation of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other federal agency.

          Section 3.01 . No Optional Redemption . The Notes will not be redeemable by the Company, in whole or in part.

          Section 3.02 . No Sinking Fund . The Notes are not entitled to the benefit of any sinking fund.

D EFEASANCE AND COVENANT DEFEASANCE

          Section 4.01 Defeasance and Covenant Defeasance. The Notes shall be subject to defeasance and covenant defeasance at the option of the Company in accordance with the terms and conditions set forth in Article 4 of the Indenture.

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          Section 5.01 . Events of Default. (a) Section 5.1 of the Indenture is hereby amended with respect to the Notes by deleting clauses (3), (5) and (8) thereof.

          Section 5.02 . Acceleration of Maturity; Rescission and Annulment.  Section 5.2 of the Indenture is hereby amended with respect to the Notes by deleting the first, third and fourth paragraphs thereof. Neither the Indenture nor any Note permits the Trustee or the Holders to accelerate all or any portion of the principal