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                                                                     EXHIBIT 4.2

        UNLESS THIS SECURITY (AS DEFINED HEREIN) IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY"), TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY AND ANY AMOUNT PAYABLE THEREUNDER IS MADE
PAYABLE TO CEDE & CO. OR TO SUCH OTHER NAME, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL
HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, 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.

                                  ARISTAR, INC.

                       __% SUBORDINATED NOTES DUE _______

No. 1                                                                $__________
                                                                          CUSIP:

        ARISTAR, INC., a Delaware corporation (herein called the "Company",
which term shall refer to such Company until a successor corporation shall have
become such pursuant to the provisions of the Indenture referred to herein and
thereafter "Company" shall mean such successor corporation), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of _________________ ($____________) on ____________, and to pay interest
thereon from ___________, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on _____ and _________
in each year, commencing _______, at the rate of ____% per annum, until the
principal hereof is paid or made available for payment.

        The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of




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business on the Regular Record Date for such interest, which shall be (in each
case whether or not a Business Day) the _____ or ______ as the case may be, next
preceding such Interest Payment Date. Any interest not punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

        Payment of the principal of (and premium, if any, on) and interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, in The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

        This security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June__, 1999 (herein called the
"Indenture"), between the Company and Harris Trust and Savings Bank, as Trustee
(herein called the "Trustee," which term includes any successor trustee or
trustees under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $__________.

        The Securities are not redeemable at the option of the Company prior to
Stated Maturity.

        If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding




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of all series to be affected (acting as one class). The Indenture also provides
that, regarding the Securities of any series, the Holders of not less than a
majority in principal amount of the Securities at the time Outstanding of such
series may waive certain past defaults and their consequences on behalf of the
Holders of all Securities of such series. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

        As provided in the Indenture, the Company shall be discharged from its
obligations with respect to the Securities of any series when (1) with respect
to all Outstanding Securities of such series, the Company has deposited or
caused to be deposited with the Trustee as a trust fund specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series (i) money in an amount as will, or (ii) U.S.
Government Obligations as will, together with the predetermined and certain
income to accrue thereon without consideration of any reinvestment thereof, or
(iii) a combination of (i) and (ii) as will (in a written opinion with respect
to (ii) or (iii) of independent public accountants delivered to the Trustee), be
sufficient to pay and discharge the entire indebtedness on all Outstanding
Securities of such series for principal (and premium, if any) and interest, if
any, to the Stated Maturity; and (2) the Company has paid or caused to be paid
all other sums payable with respect to the Outstanding Securities of such
series; and (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel stating that all such conditions precedent
have been complied with; and (4) the Company has delivered to the Trustee (i) a
ruling directed to the Company and the Trustee from the United States Internal
Revenue Service to the effect that Holders of the Securities of such series will
not recognize income, gain or loss for Federal income tax purposes as a result
thereof and will be subject to Federal income tax as if such option had not been
exercised or (ii) an Opinion of Counsel to the same effect and based upon a
change in law.

        No reference herein to the Indenture and no provisions of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the coin
or currency, herein and in the Indenture provided; subject, however, to the
provisions for the discharge of the Company from its obligations under the
Securities upon satisfaction of the conditions set forth in the preceding
paragraph or in the Indenture.

        As provided in the Indenture, upon any consolidation or merger or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with the provisions of the Indenture,
the successor corporation formed by such consolidation or into which the
predecessor corporation is merged or to which such conveyance, transfer or lease
is made shall be




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substituted for the predecessor corporation with the same effect as if such
successor corporation had been named as the Company. Thereafter the predecessor
corporation shall be relieved of the performance and observance of all
obligations and covenants of the Indenture and the Securities, including but not
limited to the obligation to make payment of the principal of (and premium, if
any, on) and interest, if any, on all the Securities then Outstanding, and, in
the event of any such conveyance, transfer or lease, may be liquidated and
dissolved.

        As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, when duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for a like aggregate
principal amount and tenor, will be issued to the designated transferee or
transferees.




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        The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any larger amount that is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount and tenor of Securities of this series of a
different authorized denomination, upon surrender of the Securities to be
exchanged at any such office or agency.

        No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

        As provided in the Indenture, no recourse shall be had for the payment
of the principal of (or premium, if any, on) or the interest, if any, on this
Security, or any part hereof, or for any claim based hereon or otherwise in
respect hereof, or of the indebtedness represented hereby, or upon any
obligation, covenant or agreement of the Company in the Indenture, against any
incorporator, direct or indirect stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation (either
directly or through the Company or any such successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all liability, if any, of
that character against every such incorporator, stockholder, officer and
director being by the acceptance hereof, and as a condition of and as part of
the consideration for the issue hereof, expressly waived and released.

        The indebtedness evidenced by this Security is, to the extent permitted
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same (1) agrees to and shall be bound by such provisions, (2)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effecuate the subordination so provided, and (3)
appoints the Trustee his attorney-in-fact for any and all such purposes.

        The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

        All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.




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        Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



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        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                        ARISTAR, INC.



                                        By:
                                           -------------------------------------
                                           Senior Vice President

[SEAL]

Attest:



-----------------------------------
Assistant Secretary



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated and issued under
the within mentioned Indenture.

Dated:  May    , 1999

                                       HARRIS TRUST AND SAVINGS BANK, as Trustee



                                       By:
                                          --------------------------------------
                                                   Authorized Signatory



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



                                  ABBREVIATIONS


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


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


                                                          ----------------------
                                                          (State)


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


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



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        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
to

INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE

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             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

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the within Security of Aristar, Inc., and irrevocably constitutes

and
appoints________________________________________________________________________

to transfer said Security on the books of the within named Company, with full
power of substitution in the premises.

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

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

                                        The signature to this assignment must
                                        correspond with the name as written upon
                                        the face of the Security in every
                                        particular without alteration or
                                        enlargement, or any change whatsoever.

                                        Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Security
                                        Registrar, which requirements include
                                        membership or participation in the
                                        Security Transfer Agent Medallion
                                        Program ("STAMP") or such other
                                        "signature guarantee program" as may be
                                        determined by the Security Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.




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