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                                                                     EXHIBIT 1.1

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                              THE DIAL CORPORATION

                            (a Delaware corporation)



                                 Debt Securities



                             UNDERWRITING AGREEMENT















Dated:  __________ __, ____

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                                                 TABLE OF CONTENTS
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UNDERWRITING AGREEMENT............................................................................................1

SECTION 1.  Representations and Warranties........................................................................2

   (a) Representations and Warranties by the Company..............................................................2

         (i) Compliance with Registration Requirements............................................................2
         (ii) Incorporated Documents..............................................................................3
         (iii) Independent Accountants............................................................................4
         (iv) Financial Statements................................................................................4
         (v) No Material Adverse Change in Business...............................................................4
         (vi) Good Standing of the Company........................................................................4
         (vii) Subsidiaries.......................................................................................5
         (viii) Capitalization....................................................................................5
         (ix) Authorization of Agreement..........................................................................5
         (x) Authorization of the Indenture.......................................................................5
         (xi) Authorization of the Securities.....................................................................5
         (xii) Description of the Securities and the Indenture....................................................6
         (xiii) Absence of Defaults and Conflicts.................................................................6
         (xiv) Absence of Proceedings.............................................................................7
         (xv) Accuracy of Exhibits................................................................................7
         (xvi) Absence of Further Requirements....................................................................7
         (xvii) Possession of Licenses and Permits................................................................7
         (xviii) Environmental Laws...............................................................................8
         (xix) Investment Company Act.............................................................................8

   (b) Officer's Certificates.....................................................................................8

SECTION 2. Sale and Delivery to Underwriters; Closing.............................................................9

   (a) Securities.................................................................................................9
   (b) Payment....................................................................................................9
   (c) Denominations; Registration................................................................................9

SECTION 3. Covenants of the Company...............................................................................9

   (a) Compliance with Securities Regulations and Commission Requests.............................................9
   (b) Filing of Amendments......................................................................................10
   (c) Delivery of Registration Statements.......................................................................10
   (d) Delivery of Prospectuses..................................................................................10
   (e) Continued Compliance with Securities Laws.................................................................11
   (f) Blue Sky Qualification....................................................................................11

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   (g) Rule 158..................................................................................................12
   (h) Reporting Requirements....................................................................................12
   (i) Use of Proceeds...........................................................................................12

SECTION 4. Payment of Expenses...................................................................................12 

   (a) Expenses..................................................................................................12
   (b) Termination of Agreement..................................................................................12

SECTION 5. Conditions of Underwriters' Obligations...............................................................13 

   (a) Effectiveness of Registration Statement...................................................................13
   (b) Opinion of Counsel for Company............................................................................13
   (c) Opinion of Counsel for Underwriters.......................................................................14
   (d) Officers' Certificate.....................................................................................14
   (e) Accountants' Comfort Letter...............................................................................14
   (f) Bring-down Comfort Letter.................................................................................15
   (g) Maintenance of Rating.....................................................................................15
   [(h) No Objection.............................................................................................15
   (i) Additional Documents......................................................................................15
   (j) Termination of Agreement..................................................................................15

SECTION 6. Indemnification.......................................................................................16

   (a) Indemnification of Underwriters...........................................................................16
   (b) Indemnification of Company, Directors and Officers........................................................17
   (c) Actions against Parties; Notification.....................................................................17

SECTION 7. Contribution..........................................................................................18

SECTION 8. Representations, Warranties and Agreements to Survive Delivery........................................20

SECTION 9. Termination of Agreement..............................................................................20

   (a) Termination; General......................................................................................20
   (b) Liabilities...............................................................................................20

SECTION 10.  Default by One or More of the Underwriters..........................................................20

SECTION 11.  Notices.............................................................................................21

SECTION 12.  Parties.............................................................................................21

SECTION 13.  GOVERNING LAW AND TIME..............................................................................22

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SECTION 14.  Effect of Headings..................................................................................22



SCHEDULES
         Schedule  A - List of Underwriters.............................................................    Sch A-1
         Schedule  B - Pricing Information..............................................................    Sch B-1
         Schedule  C - List of Subsidiaries.............................................................    Sch C-1


EXHIBITS
         Exhibit  A-1 - Form of Opinion of Company's Counsel............................................       A1-1
         Exhibit  A-2 - Form of Opinion of Company's In-House Counsel...................................       A2-1
         Exhibit  B - Form of Lock-up Letter............................................................        B-1

ANNEXES
         Annex  A - Form of Accountants' Comfort Letter.................................................  Annex A-1

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                              The Dial Corporation

                            (a Delaware corporation)

                           [Title of Debt Securities]

                             UNDERWRITING AGREEMENT


                                                             ---------- --, ----

[Name(S) of Managing Underwriter(s)]
[Address(es) of Managing Underwriter(s)]

Ladies and Gentlemen:

         The Dial Corporation, a Delaware corporation (the "Company"), confirms
its agreement with [Names of Managing Underwriter(s)] and each of the other
Underwriters named in Schedule A hereto (collectively, the "Underwriters", which
term shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof), for whom [Name of Managing Underwriter(s)], are acting as
representative(s) (in such capacity, the "Representative"), with respect to the
issue and sale by the Company and the purchase by the Underwriters, acting
severally and not jointly, of the $____________ aggregate principal amount of
the Company's [title of Debt Securities] (the "Securities"). The Securities are
to be issued pursuant to an indenture dated as of __________ __, ____ between
the Company and Norwest Bank, N.A., as trustee (the "Trustee") as amended and
supplemented by the Supplemental Indenture dated as of __________ __, ____
between the Company and the Trustee (collectively, the "Indenture").

         The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representative deems advisable after
this Agreement has been executed and delivered and the Indenture has been
qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act").

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-_______), including
the related preliminary prospectus or prospectuses, covering the registration of
the Securities under the Securities Act of 1933, as amended (the "1933 Act"),
and the offering thereof from time to time in accordance with Rule 415 of the
rules and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"). As provided in Section 3(a), a prospectus supplement relating to
the Securities, the terms of the offering thereof and the other matters set
forth therein has been prepared and will be filed pursuant to Rule 424 of the
1933 Act Regulations. Such prospectus supplement, in the form first filed after
the date hereof pursuant to Rule 424, is herein referred to as the


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<PAGE>   6
"Prospectus Supplement." The prospectus included in the Registration Statement
relating to all offerings of Securities under the Registration Statement, as
supplemented by the Prospectus Supplement, is herein called the "Prospectus;"
provided, however, that, if the Prospectus is amended or supplemented on or
after the date hereof but prior to the date on which the Prospectus Supplement
is first filed pursuant to Rule 424, the term "Prospectus" shall refer to the
Prospectus as so amended or supplemented and as supplemented by the Prospectus
Supplement; and provided, further, that all references to the "Registration
Statement" and the "Prospectus" shall be deemed to include all documents
incorporated therein by reference pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act"); and provided, further, that if the Company
files a registration statement with the Commission pursuant to Rule 462(b) of
the 1933 Act Regulations (the "Rule 462(b) Registration Statement"), then, after
such filing, all references to the "Registration Statement" shall also be deemed
to include the Rule 462(b) Registration Statement. The Prospectus used before
such registration statement became effective, and any Prospectus that was used
after such effectiveness and prior to the execution and delivery of this
Agreement is herein called a "preliminary prospectus." For purposes of this
Agreement, all references to the Registration Statement, any preliminary
prospectus, the Prospectus, or any Term Sheet or any amendment or supplement to
any of the foregoing shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR").

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the 1934 Act which is incorporated by reference in the
Registration Statement, such preliminary prospectus or the Prospectus, as the
case may be.

         SECTION 1.  Representations and Warranties

         (a) Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof and as of the
Closing Time referred to in Section 2(b) hereof and agrees with each
Underwriter, as follows:

             (i) Compliance with Registration Requirements. The Company meets
         the requirements for use of Form S-3 under the 1933 Act. Each of the
         Registration Statement and any Rule 462(b) Registration Statement has
         become effective under the 1933 Act and no stop order suspending the
         effectiveness of the Registration


                                     - 2 -
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         Statement or any Rule 462(b) Registration Statement has been issued
         under the 1933 Act and no proceedings for that purpose have been
         instituted or are pending or, to the knowledge of the Company, are
         contemplated by the Commission, and any request on the part of the
         Commission for additional information has been complied with.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         became effective and at the Closing Time, the Registration Statement,
         the Rule 462(b) Registration Statement and any amendments and
         supplements thereto complied and will comply in all material respects
         with the requirements of the 1933 Act and the 1933 Act Regulations and
         the 1939 Act and the rules and regulations of the Commission under the
         1939 Act (the "1939 Act Regulations") and did not and will not contain
         an untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading. Neither the Prospectus nor any amendments or
         supplements thereto, at the time such Prospectus or any amendments or
         supplements thereto was issued and at the Closing Time included or will
         include an untrue statement of a material fact or omitted or will omit
         to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading. The representations and warranties in this subsection
         shall not apply to statements in or omissions from the Registration
         Statement or the Prospectus made in reliance upon and in conformity
         with information furnished to the Company in writing by any Underwriter
         through the Representative expressly for use in the Registration
         Statement or the Prospectus.

                  Each preliminary prospectus and the prospectus filed as part
         of the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the 1933 Act
         Regulations and each preliminary prospectus and the Prospectus
         delivered to the Underwriters for use in connection with this offering
         was identical to the electronically transmitted copies thereof filed
         with the Commission pursuant to EDGAR, except to the extent permitted
         by Regulation S-T.

                  (ii) Incorporated Documents. The documents incorporated or
         deemed to be incorporated by reference in the Registration Statement
         and the Prospectus when they became effective or, at the time they were
         or hereafter are filed with the Commission, complied and will comply in
         all material respects with the requirements of the 1934 Act and the
         rules and regulations of the Commission thereunder (the "1934 Act
         Regulations"), as applicable, and, when read together with the other
         information in the Prospectus, at the time the Registration Statement
         became effective, at the time the Prospectus were issued and at the
         Closing Time,


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<PAGE>   8
         did not and will not contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading.

                  (iii) Independent Accountants. The accountants who certified
         the financial statements and supporting schedules included in the
         Registration Statement are independent public accountants as required
         by the 1933 Act and the 1933 Act Regulations.

                  (iv) Financial Statements. The financial statements included
         in the Registration Statement and the Prospectus, together with the
         related schedules and notes, present fairly the financial position of
         the Company and its consolidated subsidiaries at the dates indicated
         and the statement of operations, stockholders' equity and cash flows of
         the Company and its consolidated subsidiaries for the periods
         specified; said financial statements have been prepared in conformity
         with generally accepted accounting principles ("GAAP") applied on a
         consistent basis throughout the periods involved. The supporting
         schedules, if any, included in the Registration Statement present
         fairly in accordance with GAAP the information required to be stated
         therein. The selected financial data and the summary financial
         information included in the Prospectus presents fairly the information
         shown therein and have been compiled on a basis consistent with that of
         the audited financial statements included in the Registration
         Statement.

                  (v) No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, except as otherwise stated therein, (A)
         there has been no material adverse change in the condition, financial
         or otherwise, or in the earnings, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise, whether or not arising in the ordinary course of business
         (a "Material Adverse Effect"), (B) there have been no transactions
         entered into by the Company or any of its subsidiaries, other than
         those in the ordinary course of business, which are material with
         respect to the Company and its subsidiaries considered as one
         enterprise, and (C) except for regularly paid quarterly dividends
         disclosed in the Company's publicly filed periodic reports or otherwise
         publicly disclosed, there has been no dividend or distribution of any
         kind declared, paid or made by the Company on any class of its capital
         stock.

                  (vi) Good Standing of the Company. The Company has been duly
         organized and is validly existing as a corporation in good standing
         under the laws of the State of Delaware and has corporate power and
         authority to own, lease and operate its properties and to conduct its
         business as described in the Prospectus and to enter into and perform
         its obligations under this Agreement; and the Company is duly qualified
         as a foreign corporation to transact business and is in


                                     - 4 -
<PAGE>   9
         good standing in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure so to qualify or to
         be in good standing would not result in a Material Adverse Effect.

                  (vii) Subsidiaries. The only subsidiaries of the Company are
         (a) the subsidiaries listed on Schedule C hereto and (b) certain other
         subsidiaries which, considered in the aggregate as a single Subsidiary,
         do not constitute a "significant subsidiary" as defined in Rule 1-02 of
         Regulation S-X. The Company has no "significant subsidiaries" (as such
         term is defined in Rule 1-02 of Regulation S-X).

                  (viii) Capitalization. The Company had at the date indicated
         in the Prospectus a duly authorized and outstanding capitalization as
         set forth in the column entitled "Actual" under the caption
         "Capitalization" (except for subsequent issuances, if any, pursuant to
         this Agreement pursuant to reservations, agreements or employee benefit
         plans referred to in the Prospectus or pursuant to the exercise of
         convertible securities or options referred to in the Prospectus).

                  (ix) Authorization of Agreement. This Agreement has been duly
         authorized, executed and delivered by the Company.

                  (x) Authorization of the Indenture. The Indenture has been
         duly authorized by the Company and duly qualified under the 1939 Act.
         The Indenture as executed is or will be substantially in the form filed
         as an exhibit to the Registration Statement. The Indenture, when duly
         executed and delivered by the Company and the Trustee will constitute a
         valid and binding agreement of the Company, enforceable against the
         Company in accordance with its terms, except as the enforcement thereof
         may be limited by bankruptcy, insolvency (including, without
         limitation, all laws relating to fraudulent transfers), reorganization,
         moratorium or similar laws affecting enforcement of creditors' rights
         generally and except as enforcement thereof is subject to general
         principles of equity (regardless of whether enforcement is considered
         in a proceeding in equity or at law).

                  (xi) Authorization of the Securities. The Securities have been
         duly authorized and, at the Closing Time, will have been duly executed
         by the Company and, when authenticated, issued and delivered in the
         manner provided for in the Indenture and delivered against payment of
         the purchase price therefor as provided in this Agreement, will
         constitute valid and binding obligations of the Company, enforceable
         against the Company in accordance with their terms, except as the
         enforcement thereof may be limited by bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or similar laws affecting
         enforcement of creditors' rights generally and except as enforcement
         thereof is subject to general principles of equity (regardless


                                     - 5 -
<PAGE>   10
         of whether enforcement is considered in a proceeding in equity or at
         law), and will be in the form contemplated by, and entitled to the
         benefits of, the Indenture.

                  (xii) Description of the Securities and the Indenture. The
         Securities and the Indenture will conform in all material respects to
         the respective statements relating thereto contained in the Prospectus
         and will be in substantially the respective forms filed or incorporated
         by reference, as the case may be, as exhibits to the Registration
         Statement.

                  (xiii) Absence of Defaults and Conflicts. Neither the Company
         nor any of its subsidiaries is in violation of its charter or by-laws
         or in default in the performance or observance of any obligation,
         agreement, covenant or condition contained in any contract, indenture,
         mortgage, deed of trust, loan or credit agreement, note, lease or other
         agreement or instrument to which the Company or any of its subsidiaries
         is a party or by which it or any of them may be bound, or to which any
         of the property or assets of the Company or any subsidiary is subject
         (collectively, "Agreements and Instruments") except for such defaults
         that would not result in a Material Adverse Effect; and the execution,
         delivery and performance of this Agreement, the Indenture and the
         Securities and the consummation of the transactions contemplated in
         this Agreement and in the Registration Statement (including the
         issuance and sale of the Securities and the use of the proceeds from
         the sale of the Securities as described in the Prospectus under the
         caption "Use of Proceeds") and compliance by the Company with its
         obligations under this Agreement, the Indenture and the Securities have
         been duly authorized by all necessary corporate action and do not and
         will not, whether with or without the giving of notice or passage of
         time or both, conflict with or constitute a breach of, or default or
         Repayment Event (as defined below) under, or result in the creation or
         imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or any subsidiary pursuant to, the Agreements and
         Instruments (except for such conflicts, breaches or defaults or liens,
         charges or encumbrances that would not result in a Material Adverse
         Effect), nor will such action result in any violation of the provisions
         of the charter or by-laws of the Company or any subsidiary or any
         existing applicable law, statute, rule, regulation, judgment, order,
         writ or decree of any government, government instrumentality or court,
         domestic or foreign, having jurisdiction over the Company or any
         subsidiary or any of their assets, properties or operations (except for
         such violations of laws, statutes, rules, regulations, judgments,
         orders, writs or decrees that would not result in a Material Adverse
         Effect). As used herein, a "Repayment Event" means any event or
         condition which gives the holder of any note, debenture or other
         evidence of indebtedness (or any person acting on such holder's behalf)
         the right to require the repurchase, redemption or repayment of all or
         a portion of such indebtedness by the Company or any subsidiary.


                                     - 6 -
<PAGE>   11
                  (xiv) Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Company, threatened, against or affecting the
         Company or any subsidiary, which is required to be disclosed in the
         Registration Statement (other than as disclosed therein), or which
         might reasonably be expected to result in a Material Adverse Effect, or
         which might reasonably be expected to materially and adversely affect
         the properties or assets thereof or the consummation of the
         transactions contemplated in this Agreement or the performance by the
         Company of its obligations hereunder; the aggregate of all pending
         legal or governmental proceedings to which the Company or any
         subsidiary is a party or of which any of their respective property or
         assets is the subject which are not described in the Registration
         Statement, including ordinary routine litigation incidental to the
         business, could not reasonably be expected to result in a Material
         Adverse Effect.

                  (xv) Accuracy of Exhibits. There are no contracts or documents
         which are required to be described in the Registration Statement, the
         Prospectus or the documents incorporated by reference therein or to be
         filed as exhibits thereto which have not been so described and filed as
         required.

                  (xvi) Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Company of
         its obligations hereunder, in connection with the offering, issuance or
         sale of the Securities under this Agreement or the consummation of the
         transactions contemplated by this Agreement or for the due execution,
         delivery or performance of the Indenture by the Company, except such as
         have been already obtained or as may be required under the 1933 Act or
         the 1933 Act Regulations and state securities or blue sky laws and
         except for the qualification of the Indenture under the 1939 Act.

                  (xvii) Possession of Licenses and Permits. The Company and its
         subsidiaries possess such permits, licenses, approvals, consents and
         other authorizations (collectively, "Governmental Licenses") issued by
         the appropriate federal, state, local or foreign regulatory agencies or
         bodies necessary to conduct the business now operated by them; the
         Company and its subsidiaries are in compliance with the terms and
         conditions of all such Governmental Licenses, except where the failure
         so to comply would not, singly or in the aggregate, have a Material
         Adverse Effect; all of the Governmental Licenses are valid and in full
         force and effect, except when the invalidity of such Governmental
         Licenses or the failure of such Governmental Licenses to be in full
         force and effect would not have a Material Adverse Effect; and neither
         the Company nor any of its subsidiaries has received any notice of
         proceedings relating to the revocation or


                                     - 7 -
<PAGE>   12
         modification of any such Governmental Licenses which, singly or in the
         aggregate, if the subject of an unfavorable decision, ruling or
         finding, would result in a Material Adverse Effect.

                  (xviii) Environmental Laws. Except as described in the
         Registration Statement and except as would not, singly or in the
         aggregate, result in a Material Adverse Effect, (A) neither the Company
         nor any of its subsidiaries is in violation of any federal, state,
         local or foreign statute, law, rule, regulation, ordinance, code,
         policy or rule of common law or any judicial or administrative
         interpretation thereof, including any judicial or administrative order,
         consent, decree or judgment, relating to pollution or protection of
         human health, the environment (including, without limitation, ambient
         air, surface water, groundwater, land surface or subsurface strata) or
         wildlife, including, without limitation, laws and regulations relating
         to the release or threatened release of chemicals, pollutants,
         contaminants, wastes, toxic substances, hazardous substances, petroleum
         or petroleum products (collectively, "Hazardous Materials") or to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport or handling of Hazardous Materials (collectively,
         "Environmental Laws"), (B) the Company and its subsidiaries have all
         permits, authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (C) there are no pending or threatened administrative, regulatory or
         judicial actions, suits, demands, demand letters, claims, liens,
         notices of noncompliance or violation, investigation or proceedings
         relating to any Environmental Law against the Company or any of its
         subsidiaries and (D) there are no events or circumstances that might
         reasonably be expected to form the basis of an order for clean-up or
         remediation, or an action, suit or proceeding by any private party or
         governmental body or agency, against or affecting the Company or any of
         its subsidiaries relating to Hazardous Materials or any Environmental
         Laws.

                  (xix) Investment Company Act. The Company is not, and upon the
         issuance and sale of the Securities as herein contemplated and the
         application of the net proceeds therefrom as described in the
         Prospectus will not be, an "investment company" or an entity
         "controlled" by an "investment company" as such terms are defined in
         the Investment Company Act of 1940, as amended (the "1940 Act").

         (b) Officer's Certificates. Any certificate signed by any officer of
the Company or any of its subsidiaries and delivered to the Underwriters or to
counsel for the Underwriters pursuant to this Agreement shall be deemed a
representation and warranty by the Company to each Underwriter as to the matters
covered thereby.


                                     - 8 -
<PAGE>   13
         SECTION 2. Sale and Delivery to Underwriters; Closing

         (a) Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price set forth in Schedule B, aggregate principal amount of Securities set
forth in Schedule A opposite the name of such Underwriter, plus any additional
principal amount of Securities which such Underwriter may become obligated to
purchase pursuant to the provisions of Section 10 hereof.

         (b) Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the offices of
_______________________________, or at such other place as shall be agreed upon
by the Underwriters and the Company, at 9:00 A.M. (Eastern time) on the third
(fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day)
business day after the date hereof (unless postponed in accordance with the
provisions of Section 10), or such other time not later than ten business days
after such date as shall be agreed upon by the Representative and the Company
(such time and date of payment and delivery being herein called "Closing Time").

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representative for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representative, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Securities which it has agreed to purchase. __________, individually and not as
representative of the Underwriters, may (but shall not be obligated to) make
payment of the purchase price for the Securities to be purchased by any
Underwriter whose funds have not been received by the Closing Time, but such
payment shall not relieve such Underwriter from its obligations hereunder.

         (c) Denominations; Registration. Certificates for the Securities shall
be in such denominations ($1,000 or integral multiples thereof) and registered
in such names as the Representative may request in writing at least one full
business day before the Closing Time. The certificates for the Securities will
be made available for examination and packaging by the Representative in The
City of New York not later than 10:00 A.M. (Eastern time) on the business day
prior to the Closing Time.

         SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:

         (a) Compliance with Securities Regulations and Commission Requests. The
Company, subject to Section 3(b), will comply with the requirements of Rule 430A
and


                                     - 9 -
<PAGE>   14
will notify the Representative immediately, and confirm the notice in writing,
(i) when any post-effective amendment to the Registration Statement shall become
effective, or any supplement to the Prospectus or any amended Prospectus shall
have been filed, (ii) of the receipt of any comments from the Commission, (iii)
of any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Prospectus or for additional information,
and (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Securities for offering in sale in any jurisdiction or of
the initiation or threatening of any proceedings for any of such purposes. The
Company will promptly effect the filings necessary pursuant to Rule 424(b) and
will take such steps as it deems necessary to ascertain promptly whether the
form of prospectus transmitted for filing under Rule 424(b) was received for
filing by the Commission and, in the event that it was not, it will promptly
file such prospectus. The Company will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

         (b) Filing of Amendments. The Company will give the Representative
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b)), any Term Sheet or any
amendment, supplement or revision to any prospectus included in the Registration
Statement at the time it became effective or to the Prospectus, whether pursuant
to the 1933 Act, the 1934 Act or otherwise, will furnish the Representative with
copies of any such documents a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file or use any such document to
which the Representative or counsel for the Underwriters shall promptly and
reasonably object.

         (c) Delivery of Registration Statements. The Company has furnished or
will deliver to the Representative and counsel for the Underwriters, without
charge, copies of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed copies of all consents and certificates of
experts. The copies of the Registration Statement and each amendment thereto
furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

         (d) Delivery of Prospectuses. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such
number of copies of the Prospectus (as amended or


                                     - 10 -
<PAGE>   15
supplemented) as such Underwriter may reasonably request. The Prospectus and any
amendments or supplements thereto furnished to the Underwriters will be
identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

         (e) Continued Compliance with Securities Laws. The Company will comply
with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the
completion of the distribution of the Securities as contemplated in this
Agreement and the Prospectus. If at any time when a prospectus is required by
the 1933 Act to be delivered in connection with sales of the Securities, any
event shall occur or condition shall exist as a result of which it is necessary,
in the opinion of counsel for the Underwriters or for the Company, to amend the
Registration Statement or amend or supplement any Prospectus in order that the
Prospectus will not include any untrue statements of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time any such
Prospectus is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration Statement or
amend or supplement any Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission, subject to Section 3(b), such amendment or supplement
as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements, and the
Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters reasonably request.

         (f) Blue Sky Qualification. The Company will use its best efforts in
cooperation with the Underwriters, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Representative may designate and to maintain such
qualifications in effect for a period of not less than one year from the later
of the effective date of the Registration Statement and any Rule 462(b)
Registration Statement; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the Company will
file such statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in effect for a period of not less
than one year from the effective date of the Registration Statement and any Rule
462(b) Registration Statement. The Company will also supply the Underwriters
with such information as is necessary for the determination of the legality of
the Securities for investment under the laws of such jurisdictions as the
Underwriters may request.


                                     - 11 -
<PAGE>   16
         (g) Rule 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

         (h) Reporting Requirements. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

         (i) Use of Proceeds. The Company will use the net proceeds received by
it from the sale of the Securities substantially in the manner specified in the
Prospectus under "Use of Proceeds".

         SECTION 4. Payment of Expenses.

         (a) Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, copying and delivery to the Underwriters of this
Agreement, any Agreement Among Underwriters, the Indentures and such other
documents as may be required in connection with the offering, purchase, sale or
delivery of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors, (v) the
filing fees incident to any necessary filings under state securities laws and
the reasonable fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of the Blue Sky
Survey and any supplement thereto, (vi) the printing and delivery to the
Underwriters of copies of each preliminary prospectus, any Term Sheets and of
the Prospectus and any amendments or supplements thereto, (vii) the preparation,
printing and delivery to the Underwriters of copies of the Blue Sky Survey and
any supplement thereto, (viii) the fees and expenses of the Trustee, including
the fees and disbursements of counsel for the Trustee in connection with the
Indenture and the Securities, (ix) any fees payable in connection with the
rating of the Securities, [and] (x) if applicable, the filing fees incident to,
and the reasonable fees and disbursements of counsel to the Underwriters in
connection with, the review by the National Association of Securities Dealers,
Inc. (the "NASD") of the terms of the sale of the Securities].

         (b) Termination of Agreement. If this Agreement is terminated by the
Representative in accordance with the provisions of Section 5 or Section 9(a)(i)
hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.


                                     - 12 -
<PAGE>   17
         SECTION 5. Conditions of Underwriters' Obligations. The obligations of
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any subsidiary of the Company
delivered pursuant to the provisions hereof, to the performance by the Company
of its covenants and other obligations hereunder, and to the following further
conditions:

                  (a) Effectiveness of Registration Statement. The Registration
         Statement, including any Rule 462(b) Registration Statement, has become
         effective and at the Closing Time no stop order suspending the
         effectiveness of the Registration Statement shall have been issued
         under the 1933 Act or proceedings therefor initiated or threatened by
         the Commission, and any request on the part of the Commission for
         additional information shall have been complied with to the reasonable
         satisfaction of counsel to the Underwriters. A prospectus containing
         the information included in a prospectus prepared and filed pursuant to
         the provisions of Rule 430A of the 1933 Act Regulations shall have been
         filed with the Commission in accordance with Rule 424(b) (the
         information included in a prospectus prepared and filed pursuant to the
         provisions of Rule 424(b) is hereinafter referred to as the "424(b)
         Information") of the 1933 Act Regulations (or a post-effective
         amendment providing such information shall have been filed and declared
         effective in accordance with the requirements of Rule 430A).

                  (b) Opinion of Counsel for Company. (i) At the Closing Time,
         the Representative shall have received the favorable opinion, dated as
         of the Closing Time, of Fried, Frank, Harris, Shriver & Jacobson (a
         partnership including professional corporations), counsel for the
         Company, in form and substance satisfactory to counsel for the
         Underwriters, together with signed or reproduced copies of such letter
         for each of the other Underwriters to the effect set forth in Exhibit
         A-1 hereto and to such further effect as counsel to the Underwriters
         may reasonably request.

                           (ii) At the Closing Time, the Representative shall
                  have received the favorable opinion, dated as of Closing Time,
                  of the General Counsel of the Company, in form and substance
                  satisfactory to counsel for the Underwriters, together with
                  signed or reproduced copies of such letter for each of the
                  other Underwriters to the effect set forth in Exhibit A-2
                  hereto and to such further effect as counsel to the
                  Underwriters may reasonably request. In giving such opinion
                  such counsel may rely, as to all matters governed by the laws
                  of jurisdictions other than the law of the State of New York,
                  the federal law of the United States and the General
                  Corporation law of the State of Delaware, upon the opinions of
                  counsel satisfactory to the Representative. Such counsel may
                  also state that, insofar as such opinion involves factual
                  matters, they have relied, to the extent they deem proper,


                                     - 13 -
<PAGE>   18
                  upon certificates of officers of the Company and its
                  subsidiaries and certificates of public officials.

                  (c) Opinion of Counsel for Underwriters. At the Closing Time,
         the Representative shall have received the favorable opinion, dated as
         of Closing Time, of ____________, counsel for the Underwriters,
         together with signed or reproduced copies of such letter for each of
         the other Underwriters. In giving such opinion such counsel may rely,
         as to all matters governed by the laws of jurisdictions other than the
         law of the State of New York, the federal law of the United States and
         the General Corporation law of the State of Delaware, upon the opinions
         of counsel satisfactory to the Representative. Such counsel may also
         state that, insofar as such opinion involves factual matters, they have
         relied, to the extent they deem proper, upon certificates of officers
         of the Company and its subsidiaries and certificates of public
         officials.

                  (d) Officers' Certificate. At the Closing Time, there shall
         not have been, since the date hereof or since the respective dates as
         of which information is given in the Prospectus, any material adverse
         change in the condition, financial or otherwise, or in the earnings,
         business affairs or business prospects of the Company and its
         subsidiaries considered as one enterprise, whether or not arising in
         the ordinary course of business, and the Representative shall have
         received a certificate of the President or a Vice President of the
         Company and of the chief financial or chief accounting officer of the
         Company, dated as of the Closing Time, to the effect that (i) there has
         been no such material adverse change, (ii) the representations and
         warranties in Section 1(a) hereof are true and correct with the same
         force and effect as though expressly made at and as of the Closing
         Time, (iii) the Company has complied with all agreements and satisfied
         all conditions in all material respects on its part to be performed or
         satisfied at or prior to Closing Time, and (iv) no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceedings for that purpose have been instituted or to
         the Company's knowledge are pending or are threatened by the
         Commission.

                  (e) Accountants' Comfort Letter. At the time of the execution
         of this Agreement, the Representative shall have received from Deloitte
         & Touche LLP a letter dated such date, in form and substance
         satisfactory to the Representative, together with signed or reproduced
         copies of such letter for each of the other Underwriters containing
         statements and information of the type ordinarily included in
         accountants' "comfort letters" to underwriters with respect to the
         financial statements and certain financial information contained in the
         Registration Statement and the Prospectus.


                                     - 14 -
<PAGE>   19
                  (f) Bring-down Comfort Letter. At the Closing Time, the
         Representative shall have received from Deloitte & Touche LLP a letter,
         dated as of the Closing Time, to the effect that they reaffirm the
         statements made in the letter furnished pursuant to subsection (e) of
         this Section, except that the specified date referred to shall be a
         date not more than three business days prior to the Closing Time.

                  (g) Maintenance of Rating. At the Closing Time, the Securities
         shall be rated at least o by Moody's Investors Service Inc. and o by
         Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc., and
         the Company shall have delivered to the Representative a letter dated
         as of the Closing Time, from each such rating agency, or other evidence
         satisfactory to the Representative, confirming that the Securities have
         such ratings; and since the date of this Agreement, there shall not
         have occurred a downgrading in the rating assigned to the Securities or
         any of the Company's other debt securities by any "nationally
         recognized statistical rating agency", as that term is defined by the
         Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no
         such organization shall have publicly announced that it has under
         surveillance or review its rating of the Securities or any of the
         Company's other debt securities.

                  [(h) No Objection. The NASD has confirmed that it has not
         raised any objection with respect to the fairness and reasonableness of
         the underwriting terms and arrangements.]1

                  (i) Additional Documents. At the Closing Time, counsel for the
         Underwriters shall have been furnished with such documents and opinions
         as they may require for the purpose of enabling them to pass upon the
         issuance and sale of the Securities as herein contemplated, or in order
         to evidence the accuracy of any of the representations or warranties,
         or the fulfillment of any of the conditions, herein contained; and all
         proceedings taken by the Company in connection with the issuance and
         sale of the Securities as herein contemplated shall be satisfactory in
         form and substance to the Representative and counsel for the
         Underwriters.

                  (j) Termination of Agreement.
                  If any condition specified in this Section shall not have
         been fulfilled when and as required to be fulfilled, this Agreement
         may be terminated by the Representative by notice to the Company at
         any time at or prior to Closing Time and such termination shall be
         without liability of any party to any other party except as provided
         in Section 4 and except that Sections 1, 6, 7 and 8 shall survive
         any such termination and remain in full force and effect.

------------------
1 Include if an NASD filing is required.


                                     - 15 -
<PAGE>   20
         SECTION 6. Indemnification.

         (a) Indemnification of Underwriters. The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), including the Rule
         430A Information or the omission or alleged omission therefrom of a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading or arising out of any untrue
         statement or alleged untrue statement of a material fact included in
         any preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto), or the omission or alleged omission therefrom of a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Company; and

                  (iii) against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by Merrill
         Lynch), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representative expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 424(b) Information or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, that the Company will not be liable to any
Underwriter or any person controlling such


                                     - 16 -
<PAGE>   21
Underwriter with respect to any such untrue statement or alleged untrue
statement or omission or alleged omission made in any preliminary prospectus to
the extent that the Company shall sustain the burden of proving that any such
loss, liability, claim, damage or expense resulted from the fact that such
Underwriter, in contravention of a requirement of applicable law, sold
securities to a person to whom such Underwriter failed to send or give, at or
prior to the written confirmation of the sale of such Securities, a copy of the
Prospectus (as amended or supplemented excluding documents incorporated by
reference) if (i) the Company has previously furnished copies thereof
(sufficiently in advance of the Closing Date to allow for distribution of the
Prospectus in a timely manner) to the Underwriter and the loss, liability,
claim, damage or expense of such Underwriter resulted from an untrue statement
or omission or alleged untrue statement or omission of a material fact contained
in or omitted from such preliminary prospectus which was corrected in the
Prospectus (excluding the documents incorporated by reference) and (ii) the
giving or sending of such Prospectus (excluding the documents incorporated by
reference) by the Closing Date to the party or parties asserting such loss,
liability, claim or damage or expense would have constituted the sole defense to
the claim asserted by such person.

         (b) Indemnification of Company, Directors and Officers. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430A Information or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Representative expressly for use
in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

         (c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that


                                     - 17 -
<PAGE>   22
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 or Section 7 hereof (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

         SECTION 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus bear to the aggregate initial public
offering price of the Securities as set forth on such cover.

         The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the


                                     - 18 -
<PAGE>   23
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section, each person, if any, who controls a
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section are several in
proportion to the aggregate principal amount of Securities set forth opposite
their respective names in Schedule A hereto and not joint.


                                     - 19 -
<PAGE>   24
         SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or any of its
subsidiaries submitted pursuant hereto shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any
Underwriter or controlling person, or by or on behalf of the Company, and shall
survive delivery of the Securities to the Underwriters.

         SECTION 9. Termination of Agreement.

         (a) Termination; General. The Representative may terminate this
Agreement, by notice to the Company, at any time at or prior to the Closing Time
(i) if there has been, since the time of execution of this Agreement or since
the respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the
Representative, impracticable to market the Securities or to enforce contracts
for the sale of the Securities, or (iii) if trading in any securities of the
Company has been suspended or materially limited by the Commission or the New
York Stock Exchange, or if trading generally on the American Stock Exchange or
the New York Stock Exchange or in the Nasdaq National Market has been suspended
or materially limited, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices have been required, by any of said exchanges or by
such system or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority, or (iv) if a
banking moratorium has been declared by either Federal or New York authorities.

         (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

         SECTION 10. Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail at the Closing Time to purchase the Securities
which it or they are obligated to purchase under this Agreement (the "Defaulted
Securities"), the non-defaulting Underwriters shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the non-


                                     - 20 -
<PAGE>   25
defaulting Underwriters shall not have completed such arrangements within such
24-hour period, then:

                  (a) if the principal amount of Defaulted Securities does not
         exceed 10% of the aggregate principal amount of the Securities to be
         purchased hereunder, the non-defaulting Underwriters shall be
         obligated, each severally and not jointly, to purchase the full amount
         thereof in the proportions that their respective underwriting
         obligations hereunder bear to the underwriting obligations of all
         non-defaulting Underwriters, or

                  (b) if the principal amount of Defaulted Securities exceeds
         10% of the aggregate principal amount of the Securities to be purchased
         hereunder, this Agreement shall terminate without liability on the part
         of any non-defaulting Underwriter.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement, either the Representative or the Company shall have the right
to postpone Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements. As used herein, the term "Underwriter"
includes any person substituted for a Underwriter under this Section.

         SECTION 11. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representative at [address of the
Representative], attention of ____________; and notices to the Company shall be
directed to it at 15501 North Dial Boulevard, Scottsdale, Arizona 85260-1619,
attention of Jane E. Owens, Senior Vice President and General Counsel.

         SECTION 12.
         Parties. This Agreement shall inure to the benefit of and
be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representative, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters and the Company and their
respective successors, and said controlling 

                                     - 21 -
<PAGE>   26
persons and officers and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of
Securities from any Underwriter shall be deemed to be a successor by reason 
merely of such purchase.

         SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

         SECTION 14. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.


                                     - 22 -
<PAGE>   27
         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.


                                                  Very truly yours,

                                                  THE DIAL CORPORATION


                                                  By____________________________
                                                    Title:



CONFIRMED AND ACCEPTED,
         AS OF THE DATE FIRST ABOVE WRITTEN:


[Name(s) of Managing Underwriter(s)]


By:_______________________________________________
                Authorized Signatory



For themselves and as Representative of the other Underwriters named in Schedule
A hereto.


                                     - 23 -
<PAGE>   28
                                   SCHEDULE A

<TABLE>
<CAPTION>
         Name of Underwriter                                                                 Aggregate Principal
                                                                                             Amount of
                                                                                             Securities

<S>                                                                                          <C>
[Name(s) of Underwriter(s)] ............................................................     ___________________



Total...................................................................................     ===================
</TABLE>

                                    Sch A-1
<PAGE>   29
                                   SCHEDULE B

                              THE DIAL CORPORATION

                           [Title of Debt Securities]


         1. The initial public offering price of the Securities shall be __% of
the principal amount thereof, plus accrued interest, if any, from the date of
issuance.

         2. The purchase price to be paid by the Underwriters for the Securities
shall be __% of the principal amount thereof.

         3. The interest rate on the Securities shall be __% per annum.

         4. [INCLUDE THE TERMS OF ANY OPTIONAL OR MANDATORY REDEMPTION AND OTHER
PRICE-RELATED TERMS.]

                                    Sch B-1
<PAGE>   30
                                   SCHEDULE C

                                  SUBSIDIARIES



[Names of Subsidiaries]

                                    Sch C-1