Indenture – Notice of Optional Redemption – CIT Group Inc.

NOTICE OF OPTIONAL REDEMPTION

March 30, 2011

Deutsche Bank Trust Company Americas,

as Trustee

60 Wall Street, 26th Floor

New York, New York 10005

Facsimile: (212) 553-2460

Attention: Corporate Trust Administration

Ladies and Gentlemen:

Reference is hereby made to the First Supplemental Indenture dated as of
December 10, 2009 among CIT Group Inc., as Issuer (the “Company”), the
Guarantors Named Therein, as Guarantors, and Deutsche Bank Trust Company
Americas, as Trustee, Series A Parent Collateral Agent and Series A Subsidiary
Collateral Agent (the “First Supplemental Indenture“), supplementing the
Indenture dated as of December 10, 2009 between CIT Group Inc., as Issuer, and
Deutsche Bank Trust Company Americas, as Trustee (the “Series A
Indenture” and, together with the First Supplemental Indenture,
collectively, the “Indenture“). Capitalized terms used but not otherwise
defined herein, shall have the meaning assigned to such terms in the Indenture.

NOTICE IS HEREBY GIVEN TO THE TRUSTEE, pursuant to
Section 11.2 of the Series A Indenture, of the Company153s election to
effect an optional redemption of the Notes under Section 3.2 of the First
Supplemental Indenture in the manner more fully described hereinbelow.

The Company hereby designates May 2, 2011 as the Redemption
Date for the optional redemption of Notes to be made pursuant to this Notice of
Optional Redemption.

On the above-referenced Redemption Date, the Company shall optionally redeem
Notes in an aggregate principal amount of Two Billion Five Hundred
Million Dollars ($2,500,000,000.00) at a Redemption Price equal to one
hundred two (102.0) percent of such aggregate principal amount.

The aggregate principal amount of Notes to be redeemed pursuant to this
Notice of Optional Redemption shall consist of the principal amounts under the
following series of Notes: (a) One Billion One Hundred Four Million
Seven Thousand Four Hundred Eighty Two

Dollars ($1,104,007,482.00) in principal amount of the 2013
Notes (CUSIP No. 125581 FT0; ISIN No. US125581FT04), being the entire
outstanding principal amount of such series of Notes; and (b) One
Billion Three Hundred Ninety Five Million Nine Hundred Ninety Two Thousand Five
Hundred Eighteen Dollars ($1,395,992,518.00) in principal amount of the
2014 Notes (CUSIP No. 125581 FU7; ISIN No. US125581FU76). The entire outstanding
principal amount of the 2014 Notes is currently Three Billion One Hundred Fifty
Six Million Eleven Thousand Two Hundred Six Dollars ($3,156,011,206.00).

The optional redemption of 2014 Notes to be made pursuant to this Notice of
Optional Redemption is a partial redemption thereof being processed through DTC.
Please identify the optional redemption of 2014 Notes to be made pursuant to
this Notice of Optional Redemption to DTC as being a redemption to be treated by
DTC, in accordance with its rules and procedures, as a “Pro Rata Pass-Through
Distribution of Principal”.

By its execution of this Notice of Optional Redemption, the Trustee hereby
(y) waives (i) the requirement in Section 11.2 of the Series A Indenture
that the Company give notice of its election to effect an optional redemption of
Notes hereunder at least sixty (60) days prior to the above-referenced
Redemption Date, and (ii) the requirement in Section 11.4 of the Series A
Indenture that the Company give the Trustee at least 5 days153 prior notice of the
date on which the Company requests the Trustee to give Holders notice of the
Company153s optional redemption of Notes hereunder; and (z) agrees with the
Company that notice given pursuant to this Notice of Optional Redemption on the
date hereof constitutes good and sufficient notice under each of the foregoing
sections for purposes of the Company153s optional redemption of Notes hereunder on
such Redemption Date.

[Remainder of Page Intentionally Left Blank. The Next
Page is the Signature Page.]

– 2 –

IN WITNESS WHEREOF, the undersigned has caused this Notice
of Optional Redemption to be executed by its duly authorized officer as of the
date first above written.

	CIT GROUP INC.
	By:	/s/ Glenn A. Votek
	Name: Glenn A. Votek
	Title: Executive Vice President and Treasurer

ACCEPTED AND AGREED TO:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:	/s/ Irene Siegel
Name:			Irene Siegel
Title:		Vice President
By:	/s/ Maria Inoa
Name:			Maria Inoa
Title:		Associate

– 3 –