ARISTAR, INC.

                              OFFICERS' CERTIFICATE

         Pursuant  to Section 301 of the  Indenture  dated as of October 1, 1997
(the  "Indenture"),  between  Aristar,  Inc.  (the  "Company"),  and First Union
National Bank, as Trustee (the "Trustee"), relating to the Company's Senior Debt
Securities  (the  "Senior Debt  Securities"),  including a series of such senior
debt  securities  designated  "5.85% Senior Notes due 2004" (the  "Notes"),  the
undersigned hereby certify that the form and terms of the Notes were established
by action taken  pursuant to a Board  Resolution (as such term is defined in the
Indenture) by the written consent of the sole member of the pricing committee of
the board of  directors  of the Company  dated as of January 22, 1999 (a copy of
which Board Resolution is attached hereto and incorporated 979733051herein), and
that such form included the following terms:

         1.       the title of the Notes is "5.85% Senior Notes due 2004";

         2.       the aggregate principal amount of the Notes is $200,000,000;

         3.       the  principal  of the Notes  shall,  except as otherwise  
                  provided in the  Indenture,  mature on January 27, 2004;

         4.       the Notes  will bear  interest  at the rate of 5.85% per annum
                  from  January  27,  1999,  or from  the most  recent  interest
                  payment date to which  interest has been paid or duly provided
                  for; the interest  payment dates on which such interest  shall
                  be  payable  shall  be  January  27 and  July 27 in each  year
                  commencing July 27, 1999, and the regular record dates for the
                  payment of interest on any interest  payment date shall be (in
                  each case  whether  or not a business  day) the  January 12 or
                  July 12,  as the case may be,  next  preceding  such  interest
                  payment date;

         5.       the corporate  trust office of First Union  National  Bank in
                  the Borough of Manhattan,  The City of New York, shall be the
                  office or agency of the Company at which principal of and
                  premium, if any, and interest on the Notes shall be payable;

         6.       the Notes are not redeemable prior to maturity;

         7.       the Notes will be issued in fully  registered form only,  
                  without  coupons,  and in denominations of $1,000 and any 
                  larger amount that is an integral multiple of $1,000;

         8.       the  indebtedness  represented by the Notes may be satisfied
                  and discharged by the Company at any time upon compliance 
                  with the provisions of Section 403 of the Indenture; and


<PAGE>



         9.       the Notes shall initially be issued in the form of one or more
                  global  securities  and  deposited  with or on  behalf  of The
                  Depository Trust Company;  interests in Notes issued in global
                  form  may not be  exchanged,  in  whole  or in  part,  for the
                  individual securities represented thereby,  except as provided
                  in the  Indenture  and except that the Company may at any time
                  and in its sole  discretion  determine  not to have any of the
                  Notes  represented  by one or more global  securities  and, in
                  such  event,  will  issue  individual  certificated  notes  in
                  exchange for such global securities.

         Pursuant  to  Section  102 of the  Indenture,  the  undersigned  hereby
certify that all conditions  precedent set forth in the Indenture (including any
covenants  compliance with which constitutes a condition  precedent) that relate
to the authentication and delivery of $200,000,000 in aggregate principal amount
of the Notes have been complied with.

         The  undersigned  have read the conditions of the Indenture  (including
the covenants compliance with which constitutes a condition precedent),  and the
definitions  therein  relating  thereto,  relating  to  the  authentication  and
delivery of the Notes and the  requirements  for an  officers'  certificate  set
forth in Section 102 thereof;  they have  examined the other  provisions  of the
Indenture and the documents  accompanying  this  certificate  that comprise with
this  certificate  an  application  for the  authentication  and delivery of the
Notes;  they are  informed of matters  relevant to the  statements  and opinions
contained in this  certificate  through  personal  knowledge or  examination  of
records  of the  Company  or reports  or  information  furnished  to them by the
officers or employees  of the Company  having  knowledge of the relevant  facts;
they  have  conferred  with  counsel  with  respect  to the  foregoing;  and the
statements  and  opinions  contained  in  this  certificate  are  based  on such
knowledge, examination and investigation.

         In their opinions,  they have made such  examinations or investigations
as are  necessary to enable them to express  informed  opinions as to whether or
not such conditions and covenants related to the  authentication and delivery of
the Notes requested in such application to be  authenticated  and delivered have
been complied with; and, in their  opinions,  such conditions and covenants have
been complied with.

         This Officers'  Certificate replaces the original Officers' Certificate
dated January 22, 1999.  The sole purpose of this  Officers'  Certificate  is to
correct a typographical error in the original Officers'  Certificate with regard
to the first  interest  payment date on which  interest  shall be payable on the
Notes.


<PAGE>



         IN WITNESS WHEREOF,  this certificate shall be effective as of the 22nd
day of January, 1999.

                                               /s/ Marangal I. Domingo
                                               --------------------------------
                                               MARANGAL I. DOMINGO
                                               Senior Vice President


                                               /s/ Fay L. Chapman
                                               --------------------------------
                                               FAY L. CHAPMAN
                                               Executive Vice President
                                               and Assistant Secretary