Exhibit 99.4

                            FORM OF TYCO VE AGREEMENT

1.    FOR VALUE RECEIVED, Tyco International Ltd. ("TYCO") irrevocably covenants
      and agrees with Tyco Acquisition Corp. XIX (NV) ("CIT HOLDINGS"), CIT
      Exchangeco Inc. ("EXCHANGECO") and Montreal Trust Company of Canada (the
      "TRUSTEE") that each and every:

      (a)   representation and warranty of CIT Holdings contained in that
            certain voting and exchange trust agreement made as of November 15,
            1999 among Exchangeco, The CIT Group, Inc. ("CIT") and the Trustee
            (the "VETA") as supplemented by agreement in writing made as of the
            date hereof among CIT Holdings, CIT, Exchangeco and the Trustee (the
            "SUPPLEMENTAL VETA"):

            (i)   contains no untrue statement; and

            (ii)  does not omit to state a fact that is required to be stated or
                  that is necessary to make such representation or warranty not
                  misleading in the light of the circumstances; and

      (b)   covenant, agreement or other obligation of CIT Holdings contained in
            the VETA shall be fully performed in the manner and at the time
            required for payment or performance thereof.

2.    Tyco acknowledges and agrees that:

      (a)   its obligations hereunder are full and unconditional; and

      (b)   no release or extinguishment of the obligations or liabilities of
            CIT Holdings (other than in accordance with the terms of the VETA),
            whether by decree in any bankruptcy proceeding or otherwise, shall
            affect the continuing validity and enforceability of this Agreement,
            as well as any provision requiring or contemplating performance by
            Tyco.

3.    Tyco hereby waives, for the benefit of CIT Holdings, Exchangeco and the
      Trustee:

      (a)   any right to require Exchangeco or the Trustee, as a condition of
            payment or performance by Tyco, to proceed against CIT Holdings or
            pursue any other remedy whatsoever; and

      (b)   to the fullest extent permitted by law, any defences or benefits
            that may be derived from or afforded by law which limit the
            liability of or exonerate sureties, except to the extent that any
            such defence is available to CIT Holdings.

4.    Without limiting in any way the foregoing, Tyco covenants and agrees to
      take all action to enable CIT Holdings to adhere to each of the provisions
      of the VETA and the Supplemental VETA which requires an act or omission on
      the part of Tyco or any of its subsidiaries to enable CIT Holdings to
      comply with its obligations under the VETA and the Supplemental VETA.




                                      -2-

5.    The provisions of Articles 1 and 12 and Sections 14.1, 14.2, 14.3, 14.6
      and 14.7 of the VETA are incorporated herein, MUTATIS MUTANDIS, except
      that notices and other communications hereunder to Tyco shall be delivered
      to:

                  Tyco International Ltd.
                  The Zurich Centre, Second Floor
                  90 Pitts Bay Road
                  Pembroke, HM08
                  Bermuda

                  Attention:        Chief Corporate Counsel
                  Fax:              (441) 295 - 9647
                  Confirm No.:      (441) 292 - 8674

      with a copy (which shall not constitute notice) to:

                  McMillan Binch
                  Suite 3800
                  South Tower, Royal Bank Plaza
                  Toronto, Ontario
                  M5J 2J7 Canada

                  Attention:        David Dunlop
                  Fax:              (416) 865-7048

6.    Tyco understands that CIT Holdings, Exchangeco and the Trustee are relying
      on this Agreement in entering into the Supplemental VETA and may enforce
      this Agreement as if Tyco were a party thereto.

7.    Notwithstanding the date of execution and delivery of this Agreement, it
      shall only come into force and become effective as of the Effective Time
      as defined in Section 1.02 of the agreement and plan of merger made as of
      March 12, 2001 between CIT Holdings and CIT (the "TYCO PLAN OF MERGER").
      If the Tyco Plan of Merger is terminated and the transactions contemplated
      herein have been abandoned pursuant to Section 7.01 of the Tyco Plan of
      Merger, then this Agreement shall be terminated and shall be of no further
      force and effect.

      Tyco has executed this Agreement as of the ___ day of _____, 2001.


                                             TYCO INTERNATIONAL LTD.

                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


                                                          TVCO SUPPORT AGREEMENT