<PAGE>   1
                                                                     EXHIBIT 1.2



                      ASSOCIATES FIRST CAPITAL CORPORATION
                                EQUITY SECURITIES
                             UNDERWRITING AGREEMENT

                                                                  ________, 19__

To the Representative or Representatives
named in Schedule A hereto of the
Underwriters named in Schedule B hereto

Gentlemen:

         The undersigned Associates First Capital Corporation, a Delaware
corporation (the "Company"), confirms its agreement with the several
underwriters named in Schedule B hereto (the "Underwriters"), as set forth
below. If the firm or firms listed in Schedule B hereto include only the firm or
firms listed in Schedule A hereto (the "Representatives"), then the terms
"Underwriters" and "Representatives", as used herein, shall each be deemed to
refer to such firm or firms.

         1. Description of Securities. The Company proposes to issue and sell
preferred stock or common stock of the title and amount set forth in Schedule A
hereto (the "Registered Securities"). Preferred stock will be issued in one or
more series, which series may vary as to voting rights, dividends, redemption
provisions, liquidation preferences, conversion provisions and other terms, with
all such terms for any particular series or issue of preferred stock being
determined at the time of sale. If so indicated in Schedule A hereto, the
Company also proposes to issue certain securities into which the Securities or
Warrant Securities may convert upon such terms and conditions set forth in
Schedule A hereto (the "Converted Securities"). If so indicated in Schedule A
hereto, the Company also proposes to issue warrants (the "Warrants") to purchase
the aggregate number of shares of common stock, if any, listed in Schedule A
hereto (the "Warrant Securities"). The Warrants, if any, are to be issued
pursuant to the provisions of the Warrant Agreement listed in Schedule A hereto
(the "Warrant Agreement") between the Company and the Warrant Agent named in
Schedule A hereto (the "Warrant Agent"). If so indicated in Schedule A hereto,
the Company has granted the Underwriters the option to purchase up to the amount
of Registered Securities, if any, specified in Schedule A hereto (the "Option
Securities" and, together with the Registered Securities, the "Securities").

         2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:

                  (a) A registration statement on Form S-3 (with the file
         numbers set forth in Schedule A hereto), including a prospectus,
         relating to the Securities, the Warrants, the Warrant Securities and
         the Converted Securities has been carefully prepared by the Company in
         conformity with the requirements of the Securities Act of 1933, as
         amended (the "Act"), the Trust Indenture Act of 1939, as amended (the
         "Trust Indenture Act"), and the rules and regulations (the "Rules and
         Regulations") of the Securities and Exchange Commission (the
         "Commission") thereunder, has been filed with the Commission and has
         become effective. Such registration statement and prospectus may have
         been amended or supplemented from time to time prior to the date of
         this Agreement; any such amendment or supplement was so prepared and
         filed and any such amendment has become effective. A prospectus
         supplement (the "Prospectus Supplement") relating to the Securities,
         the Warrants, if any, the Warrant Securities, if any, and the Converted
         Securities, if any, has been so prepared and

<PAGE>   2



         will be filed pursuant to Rule 424 under the Act. Copies of such
         registration statement and prospectus, any such amendment or
         supplement, the Prospectus Supplement and all documents incorporated by
         reference therein which were filed with the Commission on or prior to
         the date of this Agreement (including one fully executed copy of the
         registration statement and of each amendment thereto for each of you
         and for counsel for the Underwriters) have been delivered to you. Such
         registration statement and prospectus, as amended or supplemented to
         the date of this Agreement and as supplemented by the Prospectus
         Supplement, are herein referred to as the "Registration Statement" and
         the "Prospectus". Any reference herein to the Registration Statement or
         Prospectus shall be deemed to refer to and include the documents
         incorporated by reference therein which were filed with the Commission
         on or prior to the date of this Agreement, and any reference to the
         terms "amend", "amendment" or "supplement" with respect to the
         Registration Statement or Prospectus shall be deemed to refer to and
         include the filing of any document with the Commission deemed to be
         incorporated by reference therein after the date of this Agreement.

                  (b) When each part of the registration statement became
         effective such part conformed in all material respects to the
         requirements of the Act, the Trust Indenture Act and the Rules and
         Regulations and did not include 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; and on the
         date of this Agreement, upon the effectiveness of any amendment to the
         Registration Statement or the filing of any supplement to the
         Prospectus and at the Closing Date (as hereinafter defined), the
         Registration Statement and Prospectus and any amendment or supplement
         thereto will conform in all material respects to the requirements of
         the Act, the Trust Indenture Act and the Rules and Regulations and will
         not include 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; except that the foregoing shall not
         apply to statements in or omissions from any such document made in
         reliance upon, and in conformity with, written information furnished to
         the Company by you, or by any Underwriter through you, specifically for
         use in the preparation thereof.

                  (c) The documents incorporated by reference in the
         Registration Statement or Prospectus, when they became effective or
         were filed with the Commission, as the case may be, under the
         Securities Exchange Act of 1934 (the "Exchange Act"), conformed, and
         any documents so filed and incorporated by reference after the date of
         this Agreement will, when they are filed with the Commission, conform,
         in all material respects to the requirements of the Act and the
         Exchange Act, as applicable, and the rules and regulations of the
         Commission thereunder.

                  (d) The financial statements of the Company and its
         subsidiaries included in the Registration Statement and Prospectus
         fairly present the financial condition of the Company and its
         subsidiaries as of the dates indicated and the results of operations
         and changes in financial position for the periods therein specified in
         conformity with generally accepted accounting principles consistently
         applied throughout the periods involved (except as otherwise stated
         therein). Coopers & Lybrand LLP, which has examined certain of such
         financial statements, as set forth in their report included in the
         Registration Statement and Prospectus, are independent public
         accountants with respect to the Company and its subsidiaries as
         required by the Act and the Rules and Regulations.

                  (e) The Company has been duly incorporated and is an existing
         corporation in good standing under the laws of its jurisdiction of
         incorporation; the Company's subsidiaries have been duly incorporated
         and are existing corporations in good standing under the laws of their
         respective

                                        2

<PAGE>   3



         jurisdictions of incorporation; each of the Company and its
         subsidiaries has full power and authority (corporate and other) to
         conduct its business as described in the Registration Statement and
         Prospectus; each of the Company and its subsidiaries is duly qualified
         to do business in each jurisdiction in which it owns or leases real
         property or in which the conduct of its business requires such
         qualification, except to the extent that the failure to so qualify
         would not have a material adverse effect on the financial condition or
         results of operations of the Company and its subsidiaries taken as a
         whole; and all of the outstanding shares of capital stock of each such
         subsidiary have been duly authorized and validly issued, are fully paid
         and non-assessable and the Company owns all outstanding shares of
         capital stock of each significant subsidiary (as defined in Rule 405
         under the Act) (except as otherwise stated in the Registration
         Statement) in each such case subject to no security interest, other
         encumbrance or adverse claim.

                  (f) The Warrant Agreement, if any, the Securities, the
         Warrants, if any, and the Warrant Securities, if any, have been duly
         authorized, and the Warrant Agreement, if any, constitutes, and the
         Securities, the Warrants, if any, and the Warrant Securities, if any,
         when duly executed, issued and delivered as contemplated hereby, by the
         Delayed Delivery Contracts (as hereinafter defined), if any, and by the
         Warrant Agreement, if any, will constitute valid and legally binding
         obligations of the Company in accordance with their terms subject, as
         to enforcement, to bankruptcy, insolvency, reorganization and other
         laws of general applicability relating to or affecting creditors'
         rights and to general equity principles; the Warrant Securities, if
         any, have been duly reserved for issuance upon the exercise of the
         Warrants, if any, and, when issued, will be duly and validly issued,
         fully-paid and non-assessable; the common stock, if any, and the
         preferred stock, if any, described herein, when issued, will be duly
         and validly issued, fully-paid and non-assessable and will not be
         subject to any preemptive or similar rights; and, if the Converted
         Securities, if any, are shares of the capital stock of the Company,
         such shares of Converted Securities have been duly authorized by the
         Company, have been duly reserved for issuance upon conversion of the
         Securities and, when issued upon conversion of the Securities, will be
         duly and validly issued, fully paid and non-assessable and will not be
         subject to any preemptive or similar rights.

                  (g) Except as contemplated in the Prospectus, subsequent to
         the respective dates as of which information is given in the
         Registration Statement and the Prospectus, neither the Company nor any
         of its subsidiaries has incurred any liabilities or obligations, direct
         or contingent, or entered into any transactions, not in the ordinary
         course of business, which are material to the Company and its
         subsidiaries, taken as a whole, and there has not been any material
         adverse change, on a consolidated basis, in the capital stock,
         short-term debt or long-term debt of the Company and its subsidiaries,
         or any material adverse change, or any development involving a
         prospective material adverse change, in the condition (financial or
         other), business, prospects, net worth or results of operations of the
         Company and its subsidiaries taken as a whole.

                  (h) Except as set forth in the Prospectus, there is not
         pending or, to the knowledge of the Company, threatened, any action,
         suit or proceeding to which the Company or any of its subsidiaries is a
         party before or by any court or governmental agency or body, in which
         there is a reasonable possibility of an adverse decision which could
         result in any material adverse change in the condition (financial or
         other), business, prospects, net worth or results of operations of the
         Company and its subsidiaries, taken as a whole, or might materially and
         adversely affect the properties or assets thereof; and there are no
         contracts or documents of the Company or any of its subsidiaries which
         are

                                        3


<PAGE>   4



         required to be filed as exhibits to the Registration Statement by the
         Act or by the Rules and Regulations which have not been so filed or
         which will not be so filed prior to the date of any Prospectus
         Supplement.

                  (i) The Company and its subsidiaries hold good and marketable
         title in fee simple, except as otherwise stated in the Prospectus, to
         all of the real property referred to therein as being owned by them,
         free and clear of all liens and encumbrances, except liens and
         encumbrances referred to in the Prospectus (or reflected in the
         financial statements included therein) and liens and encumbrances which
         are not material in the aggregate and do not materially interfere with
         the conduct of the business of the Company and its subsidiaries taken
         as a whole; and the properties referred to in the Prospectus as held
         under lease by the Company or any of its subsidiaries are held by them
         under valid and enforceable leases with such exceptions as do not
         materially interfere with the conduct of the business of the Company
         and its subsidiaries taken as a whole.

                  (j) This Agreement has been duly authorized, executed and
         delivered; the performance of this Agreement and of any Delayed
         Delivery Contracts and the consummation of the transactions herein
         contemplated (including, without limitation, the issuance of the
         Securities and the Warrant Securities, if any, upon the exercise of the
         Warrants, if any) will not result in a breach or violation of any of
         the terms and provisions of, or constitute a default under, any
         statute, any agreement or instrument to which the Company or any of its
         subsidiaries is a party or by which any of them is bound or to which
         any of the property of the Company or any of its subsidiaries is
         subject, the Company's charter or by-laws, or any order, rule or
         regulation of any court or governmental agency or body having
         jurisdiction over the Company or any of its properties; no consent,
         approval, authorization or order of, or filing with, any court or
         governmental agency or body is required for the consummation of the
         transactions contemplated by this Agreement and any Delayed Delivery
         Contracts in connection with the issuance or sale of the Securities,
         the Warrants, if any, the Warrant Securities, if any, or the Converted
         Securities, if any, by the Company, except such as may be required
         under the Act or state securities laws; and the Company has full power
         and authority to authorize, issue and sell the Securities, the
         Warrants, if any, the Warrant Securities, if any, and the Converted
         Securities, if any, as contemplated by this Agreement.

                  (k) Upon issuance, the common stock, if any, of the Company
         described herein will be listed on the New York Stock Exchange.

         3. Purchase, Sale and Delivery of Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company, at the purchase price set forth in Schedule A hereto,
the amount of Registered Securities, and the amount of Warrants, if any, set
forth opposite the name of such Underwriter in Schedule B hereto reduced by such
Underwriter's portion of any Contract Securities, determined as provided below.

         If so specified in Schedule A hereto, on the basis of the
representations, warranties and covenants contained herein, but subject to the
terms and conditions herein set forth, the Company grants an option to the
several Underwriters to purchase, severally and not jointly, up to that amount
of the Option Securities as is specified in Schedule A hereto from the Company
at the same price as the Underwriters shall pay for the Registered Securities.
Said option may be exercised only to cover over-allotments in the sale of the
Registered Securities by the Underwriters and may be exercised in whole or in
part at any time on or before

                                        4

<PAGE>   5



the thirtieth day after the date hereof upon written or facsimile notice by the
Representatives to the Company setting forth the amount of the Option Securities
as to which the several Underwriters are exercising the option. The amount of
Option Securities to be purchased by each Underwriter shall be the same
percentage of the total amount of the Option Securities to be purchased by the
several Underwriters as such Underwriter is purchasing of the Registered
Securities, as adjusted by the Representatives in such manner as the
Representatives deem advisable to avoid fractional shares/units.

         If so authorized in Schedule A hereto, the Underwriters may solicit
offers from investors of the types set forth in the Prospectus to purchase
Securities, and Warrants, if any, from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially
in the form of Exhibit I hereto but with such changes therein as the Company may
approve. Securities and Warrants, if any, to be purchased pursuant to Delayed
Delivery Contracts are herein called "Contract Securities". When Delayed
Delivery Contracts are authorized in Schedule A, the Company will enter into a
Delayed Delivery Contract in each case where a sale of Contract Securities
arranged through you has been approved by the Company but, except as the Company
may otherwise agree, such Delayed Delivery Contracts must be for at least the
minimum amount of Contract Securities set forth in Schedule A hereto, and the
aggregate amount of Contract Securities may not exceed the amount set forth in
such Schedule. The Company will advise you not later than 10:00 A.M., New York
City time, on the third full business day preceding the Closing Date (or at such
later time as you may otherwise agree) of the sales of the Contract Securities
which have been so approved. You and the other Underwriters will not have any
responsibility in respect of the validity or performance of Delayed Delivery
Contracts.

         The amount of Securities, and Warrants, if any, to be purchased by each
Underwriter as set forth in Schedule B hereto shall be reduced by an amount
which shall bear the same proportion to the total amount of Contract Securities
as the amount of Securities, and Warrants, if any, set forth opposite the name
of such Underwriter bears to the total amount of Securities, and Warrants, if
any, set forth in Schedule B hereto, except to the extent that you determine
that such reduction shall be otherwise than in such proportion and so advise the
Company; provided, however, that the total amount of Securities, and Warrants,
if any, to be purchased by all Underwriters shall be the total amount of
Securities, and Warrants, if any, set forth in Schedule B hereto less the
aggregate amount of Contract Securities.

         The Securities, and the Warrants, if any, to be purchased by the
Underwriters will be delivered by the Company to you for the accounts of the
several Underwriters at the office specified in Schedule A hereto against
payment of the purchase price therefor by wire or interbank transfer of
immediately available funds to an account specified by the Company (or, if so
specified in Schedule A hereto, by certified or official bank check or checks in
immediately available funds payable to the order of the Company at the office
specified in Schedule A hereto) on the date and at the time specified in such
Schedule A, or at such other time not later than eight full business days
thereafter as you and the Company determine, such time being herein referred to
as the "Closing Date". Schedule A may specify a Closing Date for any Option
Securities to be different than the Closing Date for the Registered Securities,
in which case references herein to "Closing Date" shall refer to each such date
as the context requires. Such Securities, and Warrants, if any, will be prepared
in definitive form and in such authorized denominations and registered in such
names as you may require upon at least two business days' prior notice to the
Company and will be made available for checking and packaging at the office at
which they are to be delivered on the Closing Date (or such other office as may
be specified for that purpose in Schedule A) at least one business day prior to
the Closing Date.

         It is understood that you, acting individually and not in a 
representative capacity, may (but shall not

                                        5

<PAGE>   6



be obligated to) make payment to the Company on behalf of any other Underwriter
for Securities, and Warrants, if any, to be purchased by such Underwriter. Any
such payment by you shall not relieve any such Underwriter of any of its
obligations hereunder.

         The Company will pay to you on the Closing Date for the accounts of the
Underwriters any fee, commission or other compensation which is specified in
Schedule A hereto. Such payment will be made by wire or interbank transfer of
immediately available funds to an account that you specify (or, if so specified
in Schedule A hereto, by certified or official bank check or checks in New York
Clearing House funds to your order at the office specified in Schedule A
hereto).

         4. Covenants. The Company covenants and agrees with each Underwriter
that:

                  (a) The Company will cause the Prospectus Supplement to be
         filed pursuant to Rule 424 under the Act and will notify you promptly
         of such filing. During the period in which a prospectus relating to the
         Securities, the Warrants, if any, the Warrant Securities, if any, and
         the Converted Securities, if any, is required to be delivered under the
         Act, the Company will notify you promptly of the time when any
         amendment to the Registration Statement has become effective or any
         subsequent supplement to the Prospectus has been filed and of any
         request by the Commission for any amendment of or supplement to the
         Registration Statement or Prospectus or for additional information; it
         will prepare and file with the Commission, promptly upon your request,
         any amendments or supplements to the Registration Statement or
         Prospectus which, in your opinion, may be necessary or advisable in
         connection with the distribution of the Securities, and the Warrants,
         if any, by the Underwriters; it will file no amendment or supplement to
         the Registration Statement or Prospectus (other than any prospectus
         supplement relating to the offering of securities other than the
         Securities, the Warrants, if any, the Warrant Securities, if any, and
         the Converted Securities, if any, registered under the Registration
         Statement or any document required to be filed under the Exchange Act
         which upon filing is deemed to be incorporated by reference therein) to
         which you shall reasonably object by notice to the Company after having
         been furnished a copy a reasonable time prior to the filing; and it
         will furnish to you a reasonable time prior to the filing thereof a
         copy of any such prospectus supplement or any document which upon
         filing is deemed to be incorporated by reference in the Registration
         Statement or Prospectus.

                  (b) The Company will advise you, promptly after it shall
         receive notice or obtain knowledge thereof, of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement, of the suspension of the qualification of the
         Securities, the Warrants, if any, the Warrant Securities, if any, and
         the Converted Securities, if any, for offering or sale in any
         jurisdiction, or of the initiation or threatening of any proceeding for
         any such purpose; and it will promptly use its best efforts to prevent
         the issuance of any stop order or to obtain its withdrawal if such a
         stop order should be issued.

                  (c) Within the time during which a prospectus relating to the
         Securities, the Warrants, if any, the Warrant Securities, if any, and
         the Converted Securities, if any, is required to be delivered under the
         Act, the Company will comply as far as it is able with all requirements
         imposed upon it by the Act, as now and hereafter amended, and by the
         Rules and Regulations, as from time to time in force, so far as
         necessary to permit the continuance of sales of or dealings in the
         Securities, the Warrants, if any, the Warrant Securities, if any, and
         the Converted Securities, if any, as contemplated by the provisions
         hereof and the Prospectus. If during such period any event occurs as a
         result of which

                                        6

<PAGE>   7



         the Prospectus as then amended or supplemented would include an untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in the light of the circumstances then
         existing, not misleading, or if during such period it is necessary to
         amend or supplement the Registration Statement or Prospectus to comply
         with the Act, the Company will promptly notify you in writing and will
         amend or supplement the Registration Statement or Prospectus (at the
         expense of the Company) so as to correct such statement or omission or
         effect such compliance.

                  (d) The Company will use its best efforts to qualify the
         Securities, the Warrants, if any, the Warrant Securities, if any, and
         the Converted Securities, if any, for sale under the securities laws of
         such jurisdictions as you reasonably designate and to continue such
         qualifications in effect so long as required for the distribution of
         the Securities, the Warrants, if any, the Warrant Securities, if any,
         and the Converted Securities, if any, except that the Company shall not
         be required in connection therewith to qualify as a foreign corporation
         or to execute a general consent to service of process in any state. The
         Company will also arrange for the determination of the eligibility for
         investment for the Securities, the Warrants, if any, the Warrant
         Securities, if any, and the Converted Securities, if any, under the
         laws of such jurisdictions as you may reasonably request.

                  (e) The Company will furnish to the Underwriters copies of the
         Registration Statement and Prospectus (including all documents
         incorporated by reference therein), and all amendments and supplements
         to the Registration Statement or Prospectus which are filed with the
         Commission during the period in which a prospectus relating to the
         Securities, the Warrants, if any, the Warrant Securities, if any, and
         the Converted Securities, if any, is required to be delivered under the
         Act (including all documents filed with the Commission during such
         period which are deemed to be incorporated by reference therein), in
         each case in such quantities as you may from time to time reasonably
         request.

                  (f) So long as any of the Securities, the Warrant Securities,
         if any, and the Converted Securities, if any, are outstanding, the
         Company agrees to furnish to you as soon as available, copies of all
         financial reports to the Company's security holders generally (other
         than Associates First Capital Corporation or other affiliated
         corporations) and all reports and financial statements filed by or on
         behalf of the Company with the Commission and the New York Stock
         Exchange.

                  (g) The Company will make generally available to its security
         holders as soon as practicable, but in any event not later than 15
         months after the end of the Company's current fiscal quarter, an
         earnings statement (which need not be audited) covering a 12-month
         period beginning after the date upon which the Prospectus Supplement is
         filed pursuant to Rule 424 under the Act which shall satisfy the
         provisions of Section 11(a) of the Act.

                  (h) The Company, whether or not the transactions contemplated
         hereunder are consummated or this Agreement is terminated, will pay all
         expenses incident to the performance of its obligations hereunder, will
         pay the expenses of printing all documents relating to the offering,
         and will reimburse the Underwriters for any expenses (including fees
         and disbursements of counsel) incurred by them in connection with the
         matters referred to in Section 4(d) hereof and the preparation of
         memoranda relating thereto, for any filing fee of the National
         Association of Securities Dealers, Inc. relating to the Securities, the
         Warrants, if any, and the Warrant Securities, if any, and for any fees
         charged by investment rating agencies for rating the Securities, and
         the Warrant Securities, if any.

                                        7

<PAGE>   8



         If the sale of the Securities, and the Warrants, if any, provided for
         in this Agreement is not consummated by reason of any failure, refusal
         or inability on the part of the Company to perform any agreement on its
         part to be performed, or because any other condition of the
         Underwriters' obligations hereunder required to be fulfilled by the
         Company is not fulfilled, the Company will reimburse the Underwriters
         for all reasonable out-of-pocket disbursements (including fees and
         disbursements of counsel) incurred by the Underwriters in connection
         with their preparing to market and marketing the Securities, and the
         Warrants, if any, or in contemplation of performing their obligations
         hereunder. The Company shall not in any event be liable to any of the
         Underwriters for loss of anticipated profits from the transactions
         covered by this Agreement.

                  (i) The Company will apply the net proceeds of the sale of the
         Securities, the Warrants, if any, and the Warrant Securities, if any,
         as set forth in the Prospectus.

                  (j) The Company will not, without your consent, (i) offer for
         sale, sell or otherwise dispose of, directly or indirectly, any shares
         of the common stock of the Company or permit the registration under the
         Securities Act of any shares of the common stock of the Company (other
         than the Securities and shares issued pursuant to employee benefit
         plans, qualified stock option plans or other employee compensation
         plans), (ii) sell or grant options, rights or warrants with respect to
         any shares of the common stock of the Company (other than the
         Securities and the grant of options pursuant to employee benefit
         plans), or (iii) offer for sale, sell or otherwise dispose of, directly
         or indirectly, any securities convertible into or, exchangeable or
         exercisable for shares of the common stock of the Company (other than
         the Securities), in each case until after the date specified in
         Schedule A hereto; provided, however, that the Company may, without
         such consent, offer and sell shares of the common stock of the Company
         in transactions exempt from the registration requirements of the
         Securities Act, provided that the purchasers in such transactions are
         prohibited from offering for sale, selling or otherwise disposing of,
         directly or indirectly, any of the shares of the common stock of the
         Company so acquired by them until after the date specified in Schedule
         A hereto.

         5. Conditions of the Underwriters' Obligations. The obligations of the
Underwriters to purchase and pay for the Securities, and the Warrants, if any,
as provided herein shall be subject to the accuracy, as of the date hereof and
the Closing Date (as if made at the Closing Date), of the representations and
warranties of the Company herein, to the performance by the Company of its
obligations hereunder and to the following additional conditions:

                  (a) No stop order suspending the effectiveness of the
         Registration Statement shall have been issued and no proceeding for
         that purpose shall have been instituted or, to the knowledge of the
         Company or any Underwriter, threatened by the Commission, and any
         request of the Commission for additional information (to be included in
         the Registration Statement or the Prospectus or otherwise) shall have
         been complied with to your reasonable satisfaction.

                  (b) No Underwriter shall have advised the Company that the
         Registration Statement or Prospectus, or any amendment or supplement
         thereto, contains an untrue statement of fact which in your opinion is
         material, or omits to state a fact which in your opinion is material
         and is required to be stated therein or is necessary to make the
         statements therein not misleading.

                  (c) Except as contemplated in the Prospectus, subsequent to
         the respective dates as of which information is given in the
         Registration Statement and the Prospectus, there shall not have been
         any

                                        8

<PAGE>   9



         material adverse change, on a consolidated basis, in the capital stock,
         short-term debt or long-term debt of the Company and its subsidiaries,
         or any material adverse change, or any development involving a
         prospective material adverse change in the condition (financial or
         other), business, net worth or results of operations of the Company and
         its subsidiaries, taken as a whole, or a downgrade in the rating
         assigned to any securities of the Company, which, in any such case, is,
         in your reasonable judgment, so material and adverse as to make it
         impracticable or inadvisable to proceed with the completion of the sale
         of and payment for the Securities, and the Warrants, if any, on the
         terms and in the manner contemplated in the Prospectus.

                  (d) You shall have received the opinion of the General Counsel
         or an Assistant General Counsel to the Company, dated the Closing Date
         and any later date, if any, on which Option Securities are purchased,
         to the effect that:

                  (i) The Company has been duly incorporated and is an existing
                  corporation in good standing under the laws of its
                  jurisdiction of incorporation; the Company's subsidiaries have
                  been duly incorporated and are existing corporations in good
                  standing under the laws of their respective jurisdictions of
                  incorporation; each of the Company and its subsidiaries has
                  full power and authority (corporate and other) to conduct its
                  business as described in the Registration Statement and
                  Prospectus; and each of the Company and its subsidiaries is
                  duly qualified to do business in each jurisdiction in which it
                  owns or leases real property or in which the conduct of its
                  business requires such qualification, except to the extent
                  that the failure to so qualify would not have a material
                  adverse effect on the financial condition or results of
                  operations of the Company and its subsidiaries taken as a
                  whole; and all of the outstanding shares of capital stock of
                  each of the Company's subsidiaries have been duly authorized
                  and validly issued, are fully paid and non-assessable and the
                  Company owns all outstanding shares of capital stock of each
                  significant subsidiary (as defined in Rule 405 under the Act)
                  (except as otherwise stated in the Registration Statement) in
                  each such case subject to no security interest, other
                  encumbrance, or adverse claim;

                  (ii) The Warrant Agreement, if any, the Securities, the
                  Warrants, if any, the Warrant Securities, if any, and the
                  Converted Securities, if any, have been duly authorized, and
                  the Warrant Agreement, if any, constitutes, and the
                  Securities, the Warrants, if any, and the Warrant Securities,
                  if any, when duly executed, issued and delivered as
                  contemplated hereby, by the Delayed Delivery Contracts (as
                  hereinafter defined), if any, and by the Warrant Agreement, if
                  any, will constitute valid and legally binding obligations of
                  the Company in accordance with their terms subject, as to
                  enforcement, to bankruptcy, insolvency, reorganization and
                  other laws of general applicability relating to or affecting
                  creditors' rights and to general equity principles; the
                  Warrant Securities, if any, have been duly reserved for
                  issuance upon the exercise of the Warrants, if any, and, when
                  issued, will be duly and validly issued, fully-paid and
                  non-assessable; the common stock, if any, and the preferred
                  stock, if any, described in the Agreement, when issued, will
                  be duly and validly issued, fully-paid and non-assessable and
                  will not be subject to any preemptive or similar rights; if
                  the Converted Securities, if any, are shares of capital stock
                  of the Company, such shares of Converted Securities have been
                  duly authorized by the Company, have been duly reserved for
                  issuance upon conversion of the Securities and, when issued
                  upon conversion of the Securities, will be duly and validly
                  issued, fully paid and non-assessable and will not be subject
                  to any preemptive or similar rights; and the Securities, the
                  Warrants, if any, the

                                        9

<PAGE>   10



                  Warrant Securities, if any, and the Converted Securities, if
                  any, conform to the description thereof in the Prospectus;

                  (iii) The Registration Statement has become effective under
                  the Act and, to the best knowledge of such counsel, no stop
                  order suspending the effectiveness of the Registration
                  Statement has been issued and no proceeding for that purpose
                  has been instituted or, to the knowledge of such counsel,
                  threatened by the Commission;

                  (iv) Each part of the registration statement, when such part
                  became effective, and the Registration Statement and the
                  Prospectus, and any amendment or supplement thereto, complied
                  as to form in all material respects with the requirements of
                  the Act, the Trust Indenture Act and the Rules and
                  Regulations; such counsel has no reason to believe that either
                  any part of the registration statement when such part became
                  effective, or the Registration Statement and the Prospectus or
                  any amendment or supplement thereto contained an untrue
                  statement of a material fact or omitted to state a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading; and the documents
                  incorporated by reference in the Registration Statement or
                  Prospectus, when they became effective under the Act or were
                  filed with the Commission under the Exchange Act, as the case
                  may be, complied as to form in all material respects with the
                  requirements of the Act or the Exchange Act, as applicable,
                  and the rules and regulations of the Commission thereunder; it
                  being understood that such counsel need express no opinion as
                  to the financial statements or other financial data included
                  in any of the documents mentioned in this clause;

                  (v) The descriptions in the Registration Statement and
                  Prospectus of statutes, legal and governmental proceedings,
                  contracts and other documents are accurate and fairly present
                  the information required to be shown; and such counsel does
                  not know of any statutes or legal or governmental proceedings
                  required to be described in the Prospectus which are not
                  described as required, or of any contracts or documents of a
                  character required to be described in the Registration
                  Statement or Prospectus (or then required to be filed under
                  the Exchange Act if upon such filing they would be
                  incorporated by reference therein) or to be filed as exhibits
                  to the Registration Statement which are not described and
                  filed as required; and

                  (vi) This Agreement and any Delayed Delivery Contracts have
                  been duly authorized, executed and delivered by the Company;
                  the performance thereof and the consummation of the
                  transactions therein contemplated (including, without
                  limitation, the issuance of the Warrant Securities, if any,
                  upon the exercise of the Warrants, if any, or the issuance of
                  the Converted Securities, if any, upon conversion of the
                  Securities or Warrant Securities) will not result in a breach
                  or violation of any of the terms and provisions of, or
                  constitute a default under, any statute, any agreement or
                  instrument known to such counsel to which the Company or any
                  of its subsidiaries is a party or by which it is bound or to
                  which any of the property of the Company or any of its
                  subsidiaries is subject, the Company's charter or by-laws, or
                  any order, rule or regulation known to such counsel of any
                  court or governmental agency or body having jurisdiction over
                  the Company or any of its properties; and no consent,
                  approval, authorization or order of, or filing with, any court
                  or governmental agency or body is required for the
                  consummation of the transactions contemplated by this
                  Agreement and any Delayed Delivery Contracts in connection
                  with the issuance or sale of

                                       10

<PAGE>   11



                  the Securities (including the Contract Securities, if any),
                  the Warrants, if any, or the Warrant Securities, if any, by
                  the Company, except such as have been obtained under the Act
                  and such as may be required under state securities laws in
                  connection with the sale of the Securities, the Warrants, if
                  any, the Warrant Securities, if any, and the Converted
                  Securities, if any.

                  (e) You shall have received from LeBoeuf, Lamb, Greene &
         MacRae, L.L.P., counsel for the Underwriters, such opinion or opinions,
         dated the Closing Date, with respect to the incorporation of the
         Company, the validity of the Securities, the Warrants, if any, the
         Warrant Securities, if any, the Converted Securities, if any, the
         Registration Statement, the Prospectus and other related matters as you
         reasonably may request, and such counsel shall have received such
         papers and information as they request to enable them to pass upon such
         matters.

                  (f) You shall have received, on the Closing Date, a letter
         from Coopers & Lybrand LLP, dated the Closing Date, confirming that
         they are independent auditors with respect to the Company within the
         meaning of the Act and the applicable published rules and regulations
         thereunder, and stating, as of the date of such letter (or, with
         respect to matters involving changes or developments since the
         respective dates as of which specified financial information is given
         in the Registration Statement and Prospectus, as of a date not more
         than three business days prior to the date of such letter), the
         conclusions and findings of such firm with respect to the financial
         information and other matters concerning the Company covered by its
         draft letter reviewed by the Representatives prior to the execution of
         this Agreement, and affirming, in form and substance satisfactory to
         the Representatives and in all material respects, the conclusions and
         findings set forth in such draft letter.

                  (g) You shall have received from the Company a certificate,
         signed by the Chairman of the Board, a Vice Chairman, the President or
         a Vice President, and by the principal financial or accounting officer,
         dated the Closing Date and on any later date, if any, on which Option
         Securities are purchased, to the effect that, to the best of their
         knowledge based upon reasonable investigation:

                  (i) The representations and warranties of the Company in this
                  Agreement are true and correct, as if made at and as of the
                  Closing Date, and the Company has complied with all the
                  agreements and satisfied all the conditions on its part to be
                  performed or satisfied at or prior to the Closing Date;

                  (ii) No stop order suspending the effectiveness of the
                  Registration Statement has been issued, and no proceeding for
                  that purpose has been instituted or is threatened by the
                  Commission; and

                  (iii) Since the date of this Agreement, there has occurred no
                  event required to be set forth in an amendment or supplement
                  to the Registration Statement or Prospectus which has not been
                  so set forth, and there has been no document required to be
                  filed under the Exchange Act and the rules and regulations
                  thereunder that upon such filing would be deemed to be
                  incorporated by reference in the Prospectus that has not been
                  so filed.

                  (h) The Company shall have furnished to you such further
         certificates and documents as you shall have reasonably requested.

                                       11

<PAGE>   12



All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are in form and substance
reasonably satisfactory to you. The Company will furnish you with such conformed
copies of such opinions, certificates, letters and other documents as you shall
reasonably request.

         6. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
part of the registration statement when such part became effective, or in the
Registration Statement, the Prospectus, or any amendment or supplement thereto,
or any related preliminary prospectus supplement, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and will reimburse each Underwriter, as incurred, for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
against such loss, claim, damage, liability or action; provided, however, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by you, or by any Underwriter through you specifically for use in
the preparation thereof and provided further that the Company shall not be
liable to any Underwriter under the indemnity agreement in this subsection (a)
with respect to any preliminary prospectus to the extent that any loss, claim,
damage or liability of such Underwriter results from the fact that such
Underwriter sold Securities or Warrants, if any, to a person as to whom it is
established that there was not sent or given, at or prior to written
confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or of the Prospectus as then amended or supplemented
(excluding documents incorporated by reference) in any case where such delivery
is required by the Act if the Company notified you in writing in accordance with
Section 4(c) hereof and previously furnished copies of the Prospectus (excluding
documents incorporated by reference) or of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference) in the quantity
requested in accordance with Section 4(e) hereof to such Underwriter and the
loss, claim, damage or liability of such Underwriter results from an untrue
statement or omission of a material fact contained in the preliminary prospectus
and corrected in the Prospectus or the Prospectus as then amended or
supplemented.

         (b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any part of the registration statement when such part became
effective, or in the Registration Statement, the Prospectus or any amendment or
supplement thereto, or any related preliminary prospectus supplement, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made therein in reliance upon and in conformity with written
information furnished to the Company by you, or by such Underwriter through you,
specifically for use in the preparation thereof; and will reimburse the Company
for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending against any such loss, claim, damage, liability
or action.


                                       12

<PAGE>   13



         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
in, and, to the extent that it shall wish, jointly with any other indemnifying
party, similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatening proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and 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.

         (d) If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (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 from the
offering of the Securities, and the Warrants, if any, or (ii) if the allocation
provided by clause (i) above 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 the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, 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 shall be deemed
to be in the same proportion as the total net proceeds from the offering of the
Securities (before deducting expenses) received by the Company bear to the total
compensation or profit (before deducting expenses) received or realized by the
Underwriters from the purchase and resale, or underwriting, of the Securities,
and the Warrants, if any. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity, and
actions and inaction, to correct or prevent such untrue statement or omission.
The Company and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this subsection (d) were to be 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 in the first sentence of this subsection
(d). The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim (which shall be limited as provided in subsection (c) above if the
indemnifying party has assumed the defense of any such action in accordance with
the provisions thereof) which is the subject of this subsection (d).

                                       13

<PAGE>   14



Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities, and the Warrants, if any, 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
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 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute shall be several in proportion to their
respective underwriting obligations and not joint. Promptly after receipt by an
indemnified party under this subsection (d) of notice of the commencement of any
action against such party in respect of which a claim for contribution may be
made against an indemnifying party under this subsection (d), such indemnified
party shall notify the indemnifying party in writing of the commencement thereof
if the notice specified in subsection (c) above has not been given with respect
to such action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under this subsection (d).

         (e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act or the Exchange Act; and the
obligations of the Underwriters under this Section 6 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall extend,
upon the same terms and conditions, to each director of the Company (including
any person who, with his consent, is named in the Registration Statement as
about to become a director of the Company), to each officer of the Company who
has signed the Registration Statement and to each person, if any, who controls
the Company within the meaning of the Act or the Exchange Act.

         7. Representations and Agreements to Survive Delivery. All
representations, warranties, and agreements of the Company herein or in
certificates delivered pursuant hereto, and the agreements of the several
Underwriters contained in Section 6 hereof, shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
Underwriter or any controlling persons, or the Company or any of its officers,
directors or any controlling persons, and shall survive delivery of and payment
for the Securities, and the Warrants, if any.

         8. Substitution of Underwriters. (a) If any Underwriter or Underwriters
shall fail to take up and pay for the amount of Securities, and Warrants, if
any, agreed by such Underwriter or Underwriters to be purchased hereunder, upon
tender of such Securities, and Warrants, if any, in accordance with the terms
hereof, and the amount of Securities, and Warrants, if any, not purchased does
not aggregate more than 10% of the total amount of Securities, and Warrants, if
any, set forth in Schedule B hereto, the remaining Underwriters shall be
obligated to take up and pay for (in proportion to their respective underwriting
obligations hereunder as set forth in Schedule B, except as may otherwise be
determined by you) the Securities, and the Warrants, if any, which the
withdrawing or defaulting Underwriter or Underwriters agreed but failed to
purchase.

         (b) If any Underwriter or Underwriters shall fail to take up and pay
for the amount of Securities, and Warrants, if any, agreed by such Underwriter
or Underwriters to be purchased hereunder, upon tender of such Securities, and
Warrants, if any, in accordance with the terms hereof, and the amount of
Securities, and Warrants, if any, not purchased aggregates more than 10% of the
total amount of Securities, and Warrants, if any, set forth in Schedule B
hereto, and arrangements satisfactory to you and the Company for the

                                       14

<PAGE>   15



purchase of such Securities, and Warrants, if any, by other persons are not made
within 36 hours thereafter, this Agreement shall terminate. In the event of a
default by any Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not to exceed seven full business days, as
you shall determine in order that the required changes in the Registration
Statement and the Prospectus or in any other documents or arrangements may be
effected. In the event of any such termination, the Company shall not be under
any liability to any Underwriter (except to the extent provided in Section 4(h)
and Section 6) nor shall any Underwriter (other than an Underwriter who shall
have failed, otherwise than for some reason permitted under this Agreement, to
purchase the amount of Securities, and Warrants, if any, agreed by such
Underwriter to be purchased under this Agreement) be under any liability to the
Company (except to the extent provided in Section 6 hereof). Nothing contained
in this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company and any non-defaulting Underwriter for damages occasioned by
its default hereunder.

         9. Termination. You shall have the right to terminate this Agreement by
giving notice as hereinafter specified at any time at or prior to the Closing
Date if (i) trading generally on the New York Stock Exchange, the American Stock
Exchange or the NASDAQ National Market shall have been suspended or materially
limited, (ii) trading in the Company's securities on the New York Stock Exchange
has been suspended or materially limited, (iii) a banking moratorium shall have
been declared by Federal or New York authorities, or (iv) there shall have
occurred since the execution of this Agreement an outbreak or material
escalation of major hostilities in which the United States is involved, a
declaration of war by Congress or other calamity or crisis and, in the case of
any such event specified in clauses (i) through (iv) above, the effect of such
event, in your reasonable judgment, makes it impractical or inadvisable to
proceed with the completion of the sale of and payment for the Securities, and
the Warrants, if any, on the terms and in the manner contemplated in the
Prospectus. Any such termination shall be without liability of any party to any
other party except that the provisions of Section 4(h) and Section 6 shall at
all times be effective. If you elect to terminate this Agreement as provided in
this Section, the Company shall be notified promptly by you by telephone or
telegram, confirmed by letter.

         10. Notices. All notices or communications hereunder shall be in
writing and if sent to you shall be mailed, delivered or telegraphed and
confirmed to you at your address set forth for that purpose in Schedule A
hereto, or if sent to the Company, shall be mailed, delivered or sent by
facsimile transmission and confirmed to the Company at 250 East Carpenter
Freeway, Irving, Texas 75062-2729. Notices to any Underwriter pursuant to
Section 6 hereof shall be mailed, delivered or sent by facsimile transmission
and confirmed to such Underwriter's address furnished to the Company in writing
for the purpose of communications hereunder. Any party to this Agreement may
change such address for notices by sending to the parties to this Agreement
written notice of a new address for such purpose.

         11. Parties. This Agreement shall inure to the benefit of and be
binding upon the Company and the Underwriters and their respective successors
and the controlling persons, officers and directors referred to in Section 6 and
no other person will have any right or obligation hereunder.

         In all dealings with the Company under this Agreement, you shall act on
behalf of each of the several Underwriters, and any action under this Agreement
taken by you or by any one of you designated in Schedule A hereto will be
binding upon all the Underwriters.

         12. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                       15

<PAGE>   16




         13. Counterparts. This Agreement may be executed by one or more of you
in one or more counterparts, each of which shall constitute an original and all
of which taken together shall constitute one and the same Agreement.

         If the foregoing correctly sets forth our agreement, please so indicate
in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between the Company and the several Underwriters.
Alternatively, the execution of this Agreement by the Company and its acceptance
by or on behalf of the Underwriters may be evidenced by an exchange of
telegraphic or other written communications.



                                Very truly yours,

                                ASSOCIATES FIRST CAPITAL CORPORATION


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


ACCEPTED at New York, New York as of the date 
first above written on behalf of ourselves and
as Representatives of the other Underwriters, 
if any, named in Schedule B hereto.


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



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


                                       16

<PAGE>   17








                                                                       EXHIBIT I

                      ASSOCIATES FIRST CAPITAL CORPORATION

                      ------------------------------------
                     {Insert specific title of securities*}

                            DELAYED DELIVERY CONTRACT

                                                                               *
                                                            --------------------

                                             {Insert date of initial public
                                             offering}

ASSOCIATES FIRST CAPITAL CORPORATION
c/o*

         Ladies and Gentlemen:

         The undersigned hereby agrees to purchase from Associates First Capital
Corporation (hereinafter called the "Company"), and the Company agrees to sell
to the undersigned, {If one delayed closing, insert -- as of the date hereof,
for delivery on          , 19 (the "Delivery Date")}

                                                            shares
                                                 ----------

of the Company's {title of Securities and related Warrants, if any} (the
"Securities"), offered by the Company's Prospectus relating thereto, receipt of
a copy of which is hereby acknowledged, at a purchase price of ________ per
share and on the further terms and conditions set forth in this contract.

         {If two or more delayed closings, insert the following:

         The undersigned will purchase from the Company as of the date hereof,
for delivery on the dates set forth below, Securities in the amounts set forth
below:

                     Delivery Date                Shares
                     -------------                ------

Each of such delivery dates is hereinafter referred to as a "Delivery Date".}

     Payment for the Securities which the undersigned has agreed to purchase for
delivery on {the} {each} Delivery Date shall be made to the Company or its order
by certified or official bank check in New York Clearing House funds at the
office of           at         . M.,         time, on such Delivery Date upon
delivery to the undersigned of the Securities to be purchased by the undersigned
for delivery on such Delivery Date in definitive form and in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to such Delivery Date. If no designation is received, the
Securities will be registered in the name of the undersigned and issued in a
denomination equal to the aggregate amount of Securities to be purchased by the
undersigned on such Delivery Date.

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


* To be completed when the Underwriting Agreement is executed by the parties
  thereto.



<PAGE>   18



         The obligation of the undersigned to take delivery of and make payment
for, Securities on {the} {each} Delivery Date shall be subject only to the
conditions that (1) investment in the Securities shall not at such Delivery Date
be prohibited under the laws of any jurisdiction in the United States to which
the undersigned is subject, which investment the undersigned represents is not
prohibited on the date hereof, and (2) the Company shall have delivered to the
Underwriters the amount of the Securities to be purchased by them pursuant to
the Underwriting Agreement referred to in the Prospectus mentioned above and
received payment therefor.

         Promptly after completion of the sale to the Underwriters the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.

         This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

         It is understood that the acceptance of this contract and any other
similar contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-serve basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding contract
between the Company and the undersigned when such counterpart is mailed or
delivered.

         This contract shall be governed by, and construed in accordance with,
the laws of the State of New York.

                                Very truly yours,

                                ------------------------------------------------
                                (Name of Purchaser)


                                By 
                                   ---------------------------------------------

                                ------------------------------------------------
                                (Title of Signatory)


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

                                ------------------------------------------------
                                (Address of Purchaser)

Accepted, as of the above date.

ASSOCIATES FIRST CAPITAL CORPORATION


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

                                        2

<PAGE>   19



                                   SCHEDULE A

Underwriting Agreement dated:

Registration Statement No.:

Representatives:

Title of Securities including par value, if any:

Number of Shares to be Issued:

FOR PREFERRED STOCK:

Voting Rights:

Dividend:

Redemption:

Sinking fund:

Liquidation Preference:

Conversion:

Other Terms:

Market or Exchange:

Date Designated pursuant to Section 4(j):

Price to Public:

Underwriting Discounts and Commissions:

Proceeds to Company

Over-allotment Option:

FOR COMMON STOCK:

Other Terms:

Market or Exchange:

Date Designated pursuant to Section 4(j):

Price to Public:

Underwriting Discounts and Commissions:

Proceeds to Company:

Over-allotment Option:

FOR WARRANT SECURITIES:

Title of Warrant Securities:

Amount of Warrant Securities:

Title of Warrant Agreement:

Warrant Agent:

Number of Warrants:      per each $    principal amount of Warrant Securities



<PAGE>   20



FOR CONVERTED SECURITIES:

Title of Converted Securities:

Amount of Converted Securities

Voting Rights:

Dividends:

Redemption:

Sinking Fund:

Liquidation Preference:

Conversion:

Other Terms:

Market or Exchange:

Date Designated pursuant to Section 4(j):




Delayed Delivery:

                       Fee:
                       Minimum principal amount of each Contract: 
                       Maximum aggregate principal amount of all Contracts:

Closing:

         Office for delivery of Securities, and Warrants, if any:

         Office for payment for Securities, and Warrants, if any: LeBoeuf, Lamb
Greene & MacRae, L.L.P.

         Date and time of Closing                    at 10:00 A.M.

         Office for checking Securities, and Warrants, if any: The Chase 
         Manhattan Bank

Address for notices per Section 10:

Name of Underwriter to act per Section 11:



<PAGE>   21


                                   SCHEDULE B


<TABLE>
<CAPTION>
                                                                               Number of Shares
                                                                           (with Warrants, if any)
 UNDERWRITER        ..........................................                 to be purchased
                                                               ---------------------------------------------
<S>                                                            <C>
                                                                                --------------

                                                                                ==============
</TABLE>