<PAGE>   1

                                  ARISTAR, INC.

                                       AND

                    HARRIS TRUST AND SAVINGS BANK, AS TRUSTEE

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

                          Subordinated Debt Securities

                                    Indenture

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

                            Dated as of June __, 1999



<PAGE>   2



        INDENTURE, dated as of June __, 1999 (the "Indenture"), between ARISTAR,
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal offices at 8900
Grand Oak Circle, Tampa, Florida 33637-1050, and HARRIS TRUST AND SAVINGS BANK,
an Illinois banking corporation, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

        The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated and
unsecured debentures, notes or other obligations for money so borrowed (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.

        All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:

PARAGRAPH A. INCORPORATION BY REFERENCE

        Articles I through XIV of the Aristar, Inc. Standard Multiple-Series
Indenture Provisions dated as of June __, 1999 (herein called the "Standard
Provisions") , a copy of which is attached hereto as Annex "A", are hereby
incorporated herein by reference with the same force and effect as though fully
set out herein.

PARAGRAPH B. ADDITIONAL PROVISIONS

        1.     Section 1.11 of the Standard Provisions is hereby amended by
inserting ", holders of Senior Debt" after the word "hereunder" on the third
line thereof.

        2.     Section 2.2 of the Standard Provisions is hereby amended by
deleting the words "[full name of Trustee] " and inserting the words "Harris
Trust and Savings Bank."

        3.     Section 1.5, subsection (b), of the Standard Provisions is hereby
amended by deleting the words "the address of its principal office specified in
the first paragraph of this instrument" and inserting the words 1201 Third
Avenue, Suite 1500, Seattle, Washington 98101, Attention: Marangal I. Domingo,
with a copy to the same address, Attention: Executive Vice President and General
Counsel."

        4.     The following provision, which constitutes part of this
Indenture, is numbered to conform with the format of the Standard Provisions.



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               Section 6.15. Corporate Trust Office. At the date of this
        Indenture, the Corporate Trust Office of the Trustee is located at 311
        West Monroe, 12th Floor, Chicago, Illinois 60606.

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                       ARISTAR, INC.



                                       By               /s/
                                          --------------------------------------
                                          Senior Vice President



[SEAL]

Attest



            /s/
------------------------------
Assistant Secretary


                                       HARRIS TRUST AND SAVINGS BANK,
                                       as Trustee


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

[SEAL]

Attest



------------------------------
Title: Assistant Secretary




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<PAGE>   4



STATE OF WASHINGTON  )
                          ) ss
COUNTY OF KING       )

        On the __ day of June, 1999, before me personally came Marangal I.
Domingo to me known, who, being by me duly sworn, did depose and say that he is
Senior Vice President of ARISTAR, INC., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.




                                          --------------------------------------
                                          Notary Public











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<PAGE>   5



        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                       ARISTAR, INC.



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



[SEAL]

Attest



            /s/
------------------------------
Secretary



                                       HARRIS TRUST AND SAVINGS BANK,
                                       as Trustee


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

[SEAL]

Attest



------------------------------
Title: Assistant Secretary




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STATE OF ILLINOIS          )
                           ) ss
COUNTY OF COOK             )

        On the __ day of June, 1999, before me personally came _____________ to
me known, who, being by me duly sworn, did depose and say that he/she is
__________ of HARRIS TRUST AND SAVINGS BANK, one of the corporations described
in and which executed the foregoing instrument; that he/she knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he/she signed his/her name thereto by like authority.




                                          --------------------------------------
                                          Notary Public













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