
<PAGE>   1
                                                                     Exhibit 1.1



                               2,750,000 Shares

                                   CALMAT CO.

                             A Delaware corporation

                                  Common Stock

                            (Par Value $1 Per Share)


                               PURCHASE AGREEMENT

                                                                          , 1994


Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Lazard Freres & Co.
  as Representatives of the several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
  Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281

Dear Sirs:

         CalMat Co., a Delaware corporation (the "Company"), confirms its
agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Lazard Freres & Co. ("Lazard") 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 Merrill Lynch and Lazard
are acting as representatives (in such capacity, Merrill Lynch and Lazard shall
hereinafter be referred to as the "Representatives"), with respect to the sale
by the Company and the purchase by the Underwriters, acting severally and not
jointly, of the respective numbers of shares of Common Stock, par value $1 per
share, of the Company ("Common Stock") set forth in said Schedule A, and with
respect to the grant by the Company to the Underwriters, acting severally and
not jointly, of the option described in Section 2(b) hereof to purchase all or
any part of 412,500 additional shares of Common Stock to cover
over-allotments, 
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in each case except as may otherwise be provided in the Pricing Agreement, as 
hereinafter defined.  The aforesaid 2,750,000 shares of Common Stock (the 
"Initial Securities") to be purchased by the Underwriters and all or any part 
of the 412,500 shares of Common Stock subject to the option described in 
Section 2(b) hereof (the "Option Securities") are collectively hereinafter 
called the "Securities".

         Prior to the purchase and public offering of the Securities by the
several Underwriters, the Company and the Representatives, acting on behalf of
the several Underwriters, shall enter into an agreement substantially in the
form of Exhibit A hereto (the "Pricing Agreement").  The Pricing Agreement may
take the form of an exchange of any standard form of written telecommunication
between the Company and the Representatives and shall specify such applicable
information as is indicated in Exhibit A hereto.  The offering of the
Securities will be governed by this Agreement, as supplemented by the Pricing
Agreement.  From and after the date of the execution and delivery of the
Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing
Agreement.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 33- _______) and a
related preliminary prospectus for the registration of the Securities under the
Securities Act of 1933 (the "1933 Act"), has filed such amendments thereto, if
any, and such amended preliminary prospectuses as may have been required to the
date hereof, and will file such additional amendments thereto and such amended
prospectuses as may hereafter be required.  Such registration statement (as
amended, if applicable) and the prospectus constituting a part thereof
(including in each case all documents incorporated or deemed to be incorporated
by reference therein and the information, if any, deemed to be part thereof
pursuant to Rule 430A(b) of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations")), as from time to time amended or
supplemented pursuant to the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), or otherwise, are hereinafter referred to as the
"Registration Statement" and the "Prospectus", respectively, except that if any
revised prospectus shall be provided to the Underwriters by the Company for use
in connection with the offering of the Securities which differs from the
Prospectus on file at the Commission at the time the Registration
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Statement becomes effective (whether or not such revised prospectus is required
to be filed by the Company pursuant to Rule 424(b) of the 1933 Act
Regulations), the term "Prospectus" shall refer to such revised prospectus from
and after the time it is first provided to the Underwriters for such use.  All
references in this Agreement to financial statements and schedules and other
information which is "contained," "included" or "stated" in the Registration
Statement or the Prospectus (and all other references of like import) shall be
deemed to mean and include all such financial statements and schedules and
other information which is or is deemed to be incorporated by reference in the
Registration Statement or the Prospectus, as the case may be; and all
references in this Agreement to amendments or supplements to the Registration
Statement or the Prospectus, shall be deemed to mean and include the filing of
any document under the 1934 Act which is or is deemed to be incorporated by
Reference in the Registration Statement or the Prospectus, as the case may be.

         The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
the Registration Statement becomes effective and the Pricing Agreement has been
executed and delivered.

         SECTION 1. Representations and Warranties.

         (a)  The Company represents and warrants to each Underwriter as of the
date hereof and as of the date of the Pricing Agreement (such latter date being
hereinafter referred to as the "Representation Date") as follows:

                 (i)  At the time the Registration Statement becomes effective
         and at the Representation Date, the Registration Statement will comply
         in all material respects with the requirements of the 1933 Act and the
         1933 Act Regulations 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.
         The Prospectus, at the Representation Date (unless the term
         "Prospectus" refers to a prospectus which has been provided to the
         Underwriters by the Company for use in connection with the offering of
         the Securities which differs from the Prospectus on file at the
         Commission at the time the Registration Statement becomes effective,
         in which case at the time it is
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                                                                               4


         first provided to the Underwriters for such use) and at Closing Time
         referred to in Section 2 hereof, will not include an untrue statement
         of a material fact or 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; provided, however, that
         the representations and warranties in this subsection shall not apply
         to statements in or omissions from the Registration Statement or
         Prospectus made in reliance upon and in conformity with information
         furnished to the Company in writing by any Underwriter through Merrill
         Lynch and Lazard expressly for use in the Registration Statement or
         Prospectus.

                 (ii)  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.

                 (iii)  The financial statements included in the Registration
         Statement and the Prospectus present fairly the financial position of
         the Company and its consolidated subsidiaries as at the dates
         indicated and the results of their operations for the periods
         specified; except as otherwise stated in the Registration Statement,
         said financial statements have been prepared in conformity with
         generally accepted accounting principles applied on a consistent
         basis; and the supporting schedules included in the Registration
         Statement present fairly the information required to be stated
         therein.

                 (iv)  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, (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 regular quarterly dividends on Common
         Stock in amounts per share that are consistent with
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         past practice, there has been no dividend or distribution of any kind
         declared, paid or made by the Company on any class of its capital
         stock.

                 (v)  The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware with 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 Pricing Agreement; and the Company is duly qualified
         as a foreign corporation to transact business and is in good standing
         in each 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 to so qualify would not have a
         material adverse effect on the condition, financial or otherwise, or
         the earnings, business affairs or business prospects of the Company
         and its subsidiaries considered as one enterprise.

                 (vi)  Each subsidiary of the Company has been duly 
         incorporated and is validly existing as a corporation in good
         standing under the laws of the jurisdiction of its incorporation, has
         corporate power and authority to own, lease and operate its properties
         and to conduct its business as described in the Prospectus and is duly
         qualified as a foreign corporation to transact business and is in good
         standing in each 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 to so qualify would not
         have a material adverse effect on the condition, financial or
         otherwise, or the earnings, business affairs or business prospects of
         the Company and its subsidiaries considered as one enterprise; all of
         the issued and outstanding capital stock of each such subsidiary has
         been duly authorized and validly issued, is fully paid and
         non-assessable and is owned by the Company, directly or through
         subsidiaries, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance, claim or equity.
<PAGE>   6
                                                                               6


                 (vii)  The authorized, issued and outstanding capital stock of
         the Company is as set forth in the Prospectus under "Capitalization"
         (except for subsequent issuances, if any, pursuant to this Agreement
         or pursuant to reservations, agreements or employee benefit plans
         referred to in the Prospectus); the shares of issued and outstanding
         Common Stock have been duly authorized and validly issued and are
         fully paid and non-assessable; the Securities have been duly
         authorized for issuance and sale to the Underwriters pursuant to this
         Agreement and, when issued and delivered by the Company pursuant to
         this Agreement against payment of the consideration set forth in the
         Pricing Agreement, will be validly issued and fully paid and
         non-assessable; the Common Stock conforms to all statements relating
         thereto contained in the Prospectus; and the issuance of the
         Securities is not subject to preemptive or other similar rights.

                 (viii)  Neither the Company nor any of its subsidiaries is in
         violation of its charter or in default in the performance or
         observance of any material obligation, agreement, covenant or
         condition contained in any contract, indenture, mortgage, loan
         agreement, note, lease or other 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
         of its subsidiaries is subject; and the execution, delivery and
         performance of this Agreement and the Pricing Agreement and the
         consummation of the transactions contemplated herein and therein and
         compliance by the Company with its obligations hereunder and
         thereunder have been duly authorized by all necessary corporate action
         and will not conflict with or constitute a breach of, or default
         under, or result in the creation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of its
         subsidiaries pursuant to, any contract, indenture, mortgage, loan
         agreement, note, lease or other 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
         of its subsidiaries is subject, nor will such action result in any
         violation of the provisions of the charter or by-laws of the Company
         or any applicable law, administrative regulation or administrative or
         court decree.
<PAGE>   7
                                                                               7


                 (ix)  No labor dispute with the employees of the Company or
         any of its subsidiaries exists or, to the knowledge of the Company, is
         imminent; and the Company is not aware of any existing or imminent
         labor disturbance by the employees of any of its principal suppliers,
         manufacturers or contractors which might be expected to result in 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.

                 (x)  There is no action, suit or proceeding before or 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 of its subsidiaries, which is required to
         be disclosed in the Registration Statement (other than as disclosed
         therein), or which might result in 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, or which might materially and adversely
         affect the properties or assets thereof or which might materially and
         adversely affect the consummation of this Agreement; 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, are,
         considered by the Company in the aggregate, not material; and there
         are no contracts or documents of the Company or any of its
         subsidiaries which are required to be filed as exhibits to the
         Registration Statement by the 1933 Act or by the 1933 Act Regulations
         which have not been so filed.

                 (xi)  The Company and its subsidiaries own or possess, or can
         acquire on reasonable terms, the patents, patent rights, licenses,
         inventions, copyrights, know-how (including trade secrets and other
         unpatented and/or unpatentable proprietary or confidential
         information, systems or procedures), trademarks, service marks and
         trade names (collectively, "patent and proprietary rights") presently
         employed by them in connection with the business now operated by them,
         and neither the Company
<PAGE>   8
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         nor any of its subsidiaries has received any notice or is otherwise
         aware of any infringement of or conflict with asserted rights of
         others with respect to any patent or proprietary rights, or of any
         facts which would render any patent and proprietary rights invalid or
         inadequate to protect the interest of the Company or any of its
         subsidiaries therein, and which infringement or conflict (if the
         subject of any unfavorable decision, ruling or finding) or invalidity
         or inadequacy, singly or in the aggregate, would result in 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.

                 (xii)  No authorization, approval or consent of any court or
         governmental authority or agency is necessary in connection with the
         offering, issuance or sale of the Securities hereunder, except such as
         may be required under the 1933 Act or the 1933 Act Regulations or
         state securities laws.

                 (xiii)  The Company and its subsidiaries possess such
         certificates, authorities or permits issued by the appropriate state,
         federal or foreign regulatory agencies or bodies (including, without
         limitation, environmental authorities) necessary to conduct the
         business now operated by them, and neither the Company nor any of its
         subsidiaries has received any notice of proceedings relating to the
         revocation or modification of any such certificate, authority or
         permit which, singly or in the aggregate, if the subject of an
         unfavorable decision, ruling or finding, would materially and
         adversely affect the condition, financial or otherwise, or the
         earnings, business affairs or business prospects of the Company and
         its subsidiaries considered as one enterprise.

                 (xiv)  This Agreement has been, and, at the Representation
         Date, the Pricing Agreement will have been, duly executed and
         delivered by the Company.

                 (xv)  There are no persons with registration or other similar
         rights to have any securities registered pursuant to the Registration
         Statement or otherwise registered by the Company under the 1933 Act.
<PAGE>   9
                                                                               9


                 (xvi)  The documents incorporated or deemed to be incorporated
         by reference in the Prospectus, as 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 under the 1934 Act (the "1934 Act
         Regulations"), and, when read together with the other information in
         the Prospectus, at the time the Registration Statement and any
         amendments thereto become effective and at the Closing Time, will not
         contain any 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, in the light of the circumstances under which they
         were made, not misleading.

         (b)  Any certificate signed by any officer of the Company and
delivered to the Representatives or to counsel for the Underwriters shall be
deemed a representation and warranty by the Company to each Underwriter as to
the matters covered thereby.

         SECTION 2. Sale and Delivery to Underwriters; Closing.

         (a)  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 per share set forth in the Pricing Agreement, the number of Initial
Securities set forth in Schedule A opposite the name of such Underwriter
(except as otherwise provided in the Pricing Agreement), plus any additional
number of Initial Securities which such Underwriter may become obligated to
purchase pursuant to the provisions of Section 10 hereof.

                 (1)  If the Company has elected not to rely upon Rule 430A
         under the 1933 Act Regulations, the initial public offering price and
         the purchase price per share to be paid by the several Underwriters
         for the Securities have each been determined and set forth in the
         Pricing Agreement, dated the date hereof, and an amendment to the
         Registration Statement and the Prospectus will be filed before the
         Registration Statement becomes effective.
<PAGE>   10
                                                                              10


                 (2)  If the Company has elected to rely upon Rule 430A under
         the 1933 Act Regulations, the purchase price per share to be paid by
         the several Underwriters for the Securities shall be an amount equal
         to the initial public offering price, less an amount per share to be
         determined by agreement between the Representatives and the Company.
         The initial public offering price per share of the Securities shall be
         a fixed price to be determined by agreement between the
         Representatives and the Company.  The initial public offering price
         and the purchase price, when so determined, shall be set forth in the
         Pricing Agreement.  In the event that such prices have not been agreed
         upon and the Pricing Agreement has not been executed and delivered by
         all parties thereto by the close of business on the fourth business
         day following the date of this Agreement, this Agreement shall
         terminate forthwith, without liability of any party to any other
         party, unless otherwise agreed to by the Company and the
         Representatives.

         (b) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company hereby grants an option to the Underwriters, severally and not jointly,
to purchase up to an additional 412,500 shares of Common Stock at the price
per share set forth in the Pricing Agreement, less an amount per share equal to
any dividends declared by the Company and payable on the Initial Securities but
not payable on the Option Securities.  The option hereby granted will expire 30
days after (i) the date the Registration Statement becomes effective, if the
Company has elected not to rely on Rule 430A under the 1933 Act Regulations, or
(ii) the Representation Date, if the Company has elected to rely on Rule 430A
under the 1933 Act regulations, and may be exercised in whole or in part from
time to time only for the purpose of covering over-allotments which may be made
in connection with the offering and distribution of the Initial Securities upon
notice by the Representatives to the Company setting forth the number of Option
Securities as to which the several Underwriters are then exercising the option
and the time and date of payment and delivery for such Option Securities.  Any
such time and date of delivery (a "Date of Delivery") shall be determined by
the Representatives, but shall not be later than seven full business days after
the exercise of said option, nor in any event prior to the Closing Time, as
hereinafter defined, unless otherwise agreed by the
<PAGE>   11
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Representatives and the Company.  If the option is exercised as to all or any
portion of the Option Securities, each of the Underwriters, acting severally
and not jointly, will purchase that proportion of the total number of Option
Securities then being purchased which the number of Initial Securities set
forth in Schedule A opposite the name of such Underwriter bears to the total
number of Initial Securities (except as otherwise provided in the Pricing
Agreement), subject in each case to such adjustments as the Representatives in
their discretion shall make to eliminate any sales or purchases of fractional
shares.

         (c)     Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the office of 
Merrill Lynch & Co, New York, New York, or at such other place as
shall be agreed upon by the Representatives and the Company, at 7:00 A.M.
(California time) on the fifth business day (unless postponed in accordance
with the provisions of Section 10) following the date the Registration
Statement becomes effective (or, if the Company has elected to rely upon Rule
430A of the 1933 Act Regulations, the fifth business day after execution of the
Pricing Agreement), or such other time not later than ten business days after
such date as shall be agreed upon by the Representatives and the Company (such
time and date of payment and delivery being herein called "Closing Time").  In
addition, in the event that any or all of the Option Securities are purchased
by the Underwriters, payment of the purchase price for, and delivery of
certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives
and the Company, on each Date of Delivery as specified in the notice from the
Representatives to the Company.  Payment shall be made to the Company by
certified or official bank check or checks drawn in New York Clearing House
funds or similar next day funds payable to the order of the Company, against
delivery to the Representatives for the respective accounts of the Underwriters
of certificates for the Securities to be purchased by them.  Certificates for
the Initial Securities and the Option Securities, if any, shall be in such
denominations and registered in such names as the Representatives may request
in writing at least two business days before the Closing Time or the relevant
Date of Delivery, as the case may be.  It is understood that each Underwriter
has authorized the Representatives, for its account, to accept delivery of,
receipt for, and make payment of the purchase price for, the Initial Securities
<PAGE>   12
                                                                              12


and the Option Securities, if any, which it has agreed to purchase.  Merrill
Lynch and Lazard, individually and not as representatives of the Underwriters,
may (but shall not be obligated to) make payment of the purchase price for the
Initial Securities or the Option Securities, if any, to be purchased by any
Underwriter whose check has not been received by the Closing Time or the
relevant Date of Delivery, as the case may be, but such payment shall not
relieve such Underwriter from its obligations hereunder.  The certificates for
the Initial Securities and the Option Securities, if any, will be made
available for examination and packaging by the Representative not later than
10:00 A.M. (California time) on the last business day prior to the Closing Time
or the relevant Date of Delivery, as the case may be.

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

                 (a)  The Company will notify the Representatives immediately,
         and confirm the notice in writing, (i) of the effectiveness of the
         Registration Statement and any amendment thereto (including any
         post-effective amendment), (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 the initiation of any
         proceedings for that purpose.  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)  The Company will give the Representatives notice of its
         intention to file or prepare any amendment to the Registration
         Statement (including any post-effective amendment) or any amendment or
         supplement to the Prospectus (including any revised prospectus which
         the Company proposes for use by the Underwriters in connection with
         the offering of the Securities which differs from the prospectus on
         file at the Commission at the time the Registration Statement becomes
         effective, whether or not such revised prospectus is required to be
         filed pursuant to Rule 424(b) of the 1933 Act Regulations), whether
<PAGE>   13
                                                                              13


         pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the
         Representatives with copies of any such amendment or supplement a
         reasonable amount of time prior to such proposed filing or use, as the
         case may be, and will not file any such amendment or supplement or use
         any such prospectus to which the Representatives or counsel for the
         Underwriters shall object.

                 (c)  The Company will deliver to the Representatives as many
         signed 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) as the Representatives may
         reasonably request and will also deliver to the Representatives a
         conformed copy of the Registration Statement as originally filed and
         of each amendment thereto (without exhibits) for each of the
         Underwriters.

                 (d)  The Company will furnish to each Underwriter, from time
         to time 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 supplemented) as such Underwriter may
         reasonably request for the purposes contemplated by the 1933 Act or
         the 1934 Act or the respective applicable rules and regulations of the
         Commission thereunder.

                 (e)  If any event shall occur as a result of which it is
         necessary, in the opinion of counsel for the Underwriters, to amend or
         supplement the Prospectus in order to make the Prospectus not
         misleading in the light of the circumstances existing at the time it
         is delivered to a purchaser, the Company will forthwith amend or
         supplement the Prospectus (in form and substance satisfactory to
         counsel for the Underwriters) so that, as so amended or supplemented,
         the Prospectus will not include an untrue statement of a material fact
         or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances existing at the
         time it is delivered to a purchaser, not misleading, and the Company
         will furnish to the Underwriters a reasonable number of copies of such
         amendment or supplement.
<PAGE>   14
                                                                              14


                 (f)  The Company will endeavor, in cooperation with the
         Underwriters, to qualify the Securities for offering and sale under
         the applicable securities laws of such states and other jurisdictions
         of the United States as the Representatives may designate; provided,
         however, that the Company shall not be obligated to qualify as a
         foreign corporation in any jurisdiction in which it is not so
         qualified.  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.

                 (g)  The Company will make generally available to its security
         holders as soon as practicable, but not later than 50 days after the
         close of the period covered thereby, an earnings statement (in form
         complying with the provisions of Rule 158 of the 1933 Act Regulations)
         covering a twelve month period beginning not later than the first day
         of the Company's fiscal quarter next following the "effective date"
         (as defined in said Rule 158) of the Registration Statement.

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

                 (i)  If, at the time that the Registration Statement becomes
         effective, any information shall have been omitted therefrom in
         reliance upon Rule 430A of the 1933 Act Regulations, then immediately
         following the execution of the Pricing Agreement, the Company will
         prepare, and file or transmit for filing with the Commission in
         accordance with such Rule 430A and Rule 424(b) of the 1933 Act
         Regulations, copies of an amended Prospectus, or, if required by such
         Rule 430A, a post-effective amendment to the Registration Statement
         (including an amended Prospectus), containing all information so
         omitted.

                 (j)  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
         Section 13,
<PAGE>   15
                                                                              15


         14 or 15 of the 1934 Act within the time periods required by the 1934
         Act and the 1934 Act Regulations.

                 (k)  The Company will use its best efforts to effect the
         listing of the Common Stock on the New York, Pacific and Chicago Stock
         Exchanges.

                 (l)  During a period of 180 days from the date of the Pricing
         Agreement, the Company will not, without the Representatives' prior
         written consent, directly or indirectly, sell, offer to sell, grant
         any option for the sale of, or otherwise dispose of, any Common Stock
         or any security convertible into or exchangeable into or exercisable
         for Common Stock (except for Common Stock issued pursuant to this
         Agreement or pursuant to reservations, agreements or employee benefit
         plans referred to in Section 1(a)(vii) hereof).  [Lock ups for Dan
         Murphy Foundation and certain officers and directors to be discussed]

         SECTION 4. Payment of Expenses.  The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the printing and filing of the Registration Statement as originally filed
and of each amendment thereto, (ii) the printing of this Agreement and the
Pricing Agreement, (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 and accountants, (v) the qualification
of the Securities under securities laws in accordance with the provisions of
Section 3(f) hereof, including filing fees and the fees and disbursements of
counsel for the Underwriters in connection therewith and in connection with the
preparation of the Blue Sky Survey, (vi) the printing and delivery to the
Underwriters of copies of the Registration Statement as originally filed and of
each amendment thereto, of each preliminary prospectus, and of the Prospectus
and any amendments or supplements thereto, (vii) the printing and delivery to
the Underwriters of copies of the Blue Sky Survey, and (viii) the fee of the
National Association of Securities Dealers, Inc., and (ix) the fees and
expenses incurred in connection with the listing of the Securities on the New
York, Pacific and Chicago Stock Exchanges.

         If this Agreement is terminated by the Representatives 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,
<PAGE>   16
                                                                              16


including the reasonable fees and disbursements of counsel for the Underwriters.

         SECTION 5. Conditions of Underwriters' Obligations.   The obligations
of the Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company herein contained, to the
performance by the Company of its obligations hereunder, and to the following
further conditions:

                 (a)  The Registration Statement shall have become effective
         not later than 5:30 P.M. on the date hereof, or with the consent of
         the Representatives, at a later time and date, not later, however,
         than 5:30 P.M. on the first business day following the date hereof, or
         at such later time and date as may be approved by a majority in
         interest of the Underwriters; and at 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.  If the Company has elected to rely upon
         Rule 430A of the 1933 Act Regulations, the price of the Securities and
         any price-related information previously omitted from the effective
         Registration Statement pursuant to such Rule 430A shall have been
         transmitted to the Commission for filing pursuant to Rule 424(b) of
         the 1933 Act Regulations within the prescribed time period and prior
         to Closing Time the Company shall have provided evidence satisfactory
         to the Representatives of such timely filing, or a post-effective
         amendment providing such information shall have been promptly filed
         and declared effective in accordance with the requirements of Rule
         430A of the 1933 Act Regulations.

                 (b)  At Closing Time the Representatives shall have received:

                          (1)  The favorable opinion, dated as of Closing Time,
                 of Latham & Watkins [to be discussed; certain items may be
                 more appropriate for Mr. Stanford], counsel for the Company,
                 in
<PAGE>   17
                                                                              17


                 form and substance satisfactory to counsel for the 
                 Underwriters, to the effect that:

                                  (i)  The Company has been duly incorporated
                          and is validly existing as a corporation in good
                          standing under the laws of the State of Delaware.

                                  (ii)  The Company has corporate power and
                          authority to own, lease and operate its properties
                          and to conduct its business as described in the
                          Registration Statement and to enter into and perform
                          its obligations under this Agreement and the Pricing
                          Agreement.

                                  (iii)  To the best of their knowledge and
                          information, the Company is duly qualified as a
                          foreign corporation to transact business and is in
                          good standing in each jurisdiction in which such
                          qualification is required.

                                  (iv)  The authorized, issued and outstanding
                          capital stock of the Company is as set forth in the
                          Prospectus under "Capitalization" (except for
                          subsequent issuances, if any, pursuant to
                          reservations, agreements or employee benefit plans
                          referred to in the Prospectus), and the shares of
                          issued and outstanding Common Stock have been duly
                          authorized and validly issued and are fully paid and
                          non-assessable.

                                  (v)  The Securities have been duly authorized
                          for issuance and sale to the Underwriters pursuant to
                          this Agreement and, when issued and delivered by the
                          Company pursuant to this Agreement against payment of
                          the consideration set forth in the Pricing Agreement,
                          will be validly issued and fully paid and
                          non-assessable.

                                  (vi)  The issuance of the Securities is not
                          subject to preemptive or other similar rights arising
                          by operation of law, under the charter or by-laws of
                          the Company or, to the best of their knowledge and
                          information, otherwise.
<PAGE>   18
                                                                              18


                                  (vii)  Each subsidiary of the Company has
                          been duly incorporated and is validly existing as a
                          corporation in good standing under the laws of the
                          jurisdiction of its incorporation, has corporate
                          power and authority to own, lease and operate its
                          properties and to conduct its business as described
                          in the Registration Statement and, to the best of
                          their knowledge and information, is duly qualified as
                          a foreign corporation to transact business and is in
                          good standing in each jurisdiction in which such
                          qualification is required; all of the issued and
                          outstanding capital stock of each such subsidiary has
                          been duly authorized and validly issued, is fully
                          paid and non-assessable and, to the best of their
                          knowledge and information, is owned by the Company
                          [any subsidiaries not wholly owned?], directly or
                          through subsidiaries, free and clear of any security
                          interest, mortgage, pledge, lien, encumbrance, claim
                          or equity.

                                  (viii)  This Agreement and the Pricing
                          Agreement have each been duly authorized, executed
                          and delivered by the Company.

                                  (ix)  The Registration Statement is effective
                          under the 1933 Act and, to the best of their
                          knowledge and information, no stop order suspending
                          the effectiveness of the Registration Statement has
                          been issued under the 1933 Act or proceedings
                          therefor initiated or threatened by the Commission.

                                  (x)  At the time the Registration Statement
                          became effective and at the Representation Date, the
                          Registration Statement (other than the financial
                          statements and supporting schedules included therein,
                          as to which no opinion need be rendered) complied as
                          to form in all material respects with the
                          requirements of the 1933 Act and the 1933 Act
                          Regulations.

                                  (xi)  The Common Stock conforms to the
                          description thereof contained in the Prospectus, and
                          the form of certificate used to
<PAGE>   19
                                                                              19


                          evidence the Common Stock is in due and proper form
                          and complies with all applicable statutory 
                          requirements.

                                  (xii)  To the best of their knowledge and
                          information, there are no legal or governmental
                          proceedings pending or threatened which are required
                          to be disclosed in the Registration Statement, other
                          than those disclosed therein, and all pending legal
                          or governmental proceedings to which the Company or
                          any subsidiary is a party or to which any of their
                          property is subject which are not described in the
                          Registration Statement, including ordinary routine
                          litigation incidental to the business, are,
                          considered in the aggregate, not material.

                                  (xiii)  The information in the Prospectus, to
                          the extent that it constitutes matters of law,
                          summaries of legal matters, documents or proceedings,
                          or legal conclusions, has been reviewed by them and
                          is correct in all material respects.

                                  (xiv)  To the best of their knowledge and
                          information, there are no contracts, indentures,
                          mortgages, loan agreements, notes, leases or other
                          instruments required to be described or referred to
                          in the Registration Statement or to be filed as
                          exhibits thereto other than those described or
                          referred to therein or filed as exhibits thereto, the
                          descriptions thereof or references thereto are
                          correct, and no default exists in the due performance
                          or observance of any material obligation, agreement,
                          covenant or condition contained in any contract,
                          indenture, mortgage, loan agreement, note, lease or
                          other instrument so described, referred to, or filed.

                                  (xv)  No authorization, approval, consent or
                          order of any court or governmental authority or
                          agency is required in connection with the offering,
                          issuance or sale of the Securities to the
                          Underwriters, except such as may be required under
                          the 1933 Act or the
<PAGE>   20
                                                                              20


                          1933 Act Regulations or state securities law; and, to
                          the best of their knowledge and information, the
                          execution, delivery and performance of this Agreement
                          and the Pricing Agreement and the consummation of the
                          transactions contemplated herein and therein and
                          compliance by the Company with its obligations
                          hereunder and thereunder will not conflict with or
                          constitute a breach of, or default under, or result
                          in the creation or imposition of any lien, charge or
                          encumbrance upon any property or assets of the
                          Company or any of its subsidiaries pursuant to, any
                          contract, indenture, mortgage, loan agreement, note,
                          lease or other 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 of its subsidiaries
                          is subject, nor will such action result in any
                          violation of the provisions of the charter or by-
                          laws of the Company, or any applicable law,
                          administrative regulation or administrative or court
                          decree.

                                  (xvi)  To the best of their knowledge and
                          information, there are no persons with registration
                          or other similar rights to have any securities
                          registered pursuant to the Registration Statement or
                          otherwise registered by the Company under the 1933
                          Act.

                                  (xvii)  Each document filed pursuant to the
                          1934 Act (other than the financial statements and
                          supporting schedules included therein, as to which no
                          opinion need be rendered) and incorporated or deemed
                          to be incorporated by reference in the Prospectus
                          complied when so filed as to form in all material
                          respects with the 1934 Act and the 1934 Act
                          Regulations.

                          (2)     Such opinion or opinions, dated as of Closing
                 Time, of Cravath, Swaine & Moore, counsel for the
                 Underwriters, with respect to the Registration Statement, the
                 Prospectus and other related matters as you may require, and
                 the Company shall have furnished to such counsel such
<PAGE>   21
                                                                              21


                 documents and information as they request for the purpose of
                 enabling them to pass upon such matters.

                          (3)  In giving their opinions required by subsections
                 (b)(1) and (b)(2), respectively, of this Section, Latham &
                 Watkins and Cravath, Swaine & Moore shall each additionally
                 state that nothing has come to their attention that would lead
                 them to believe that the Registration Statement (except for
                 financial statements and schedules and other financial or
                 statistical data included or incorporated by reference
                 therein, as to which counsel need make no statement), at the
                 time it became effective or at the Representation Date,
                 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 or
                 that the Prospectus (except for financial statements and
                 schedules and other financial or statistical data included or
                 incorporated by reference therein, as to which counsel need
                 make no statement), at the Representation Date (unless the
                 term "Prospectus" refers to a prospectus which has been
                 provided to the Underwriters by the Company for use in
                 connection with the offering of the Securities which differs
                 from the Prospectus on file at the Commission at the time the
                 Registration Statement becomes effective, in which case at the
                 time it is first provided to the Underwriters for such use) or
                 at Closing Time, included or includes an untrue statement of a
                 material fact or omitted or omits 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.

                 (c)      At 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 Representatives shall have received a certificate of
         the President or a Vice President of the Company and of
<PAGE>   22
                                                                              22


         the chief financial or chief accounting officer of the Company, dated
         as of Closing Time, to the effect that (i) there has been no such
         material adverse change, (ii) the representations and warranties in
         Section 1 hereof are true and correct with the same force and effect
         as though expressly made at and as of Closing Time, (iii) the Company
         has complied with all agreements and satisfied all conditions 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 initiated or threatened by the Commission.  As used in this
         Section 5(c), the term "Prospectus" means the Prospectus in the form
         first used to confirm sales of the securities.

                  (d)     At the time of the execution of this Agreement, the
         Representatives shall have received from Coopers & Lybrand a letter
         dated such date, in form and substance satisfactory to the
         Representatives, to the effect that (i) they are independent public
         accountants with respect to the Company and its subsidiaries within
         the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is
         their opinion that the financial statements and supporting schedules
         included in the Registration Statement and covered by their opinions
         therein comply as to form in all material respects with the applicable
         accounting requirements of the 1933 Act and the 1933 Act Regulations;
         (iii) based upon limited procedures set forth in detail in such
         letter, nothing has come to their attention which causes them to
         believe that (A) the unaudited financial statements and supporting
         schedules of the Company and its subsidiaries included in the
         Registration Statement do not comply as to form in all material
         respects with the applicable accounting requirements of the 1933 Act
         and the 1933 Act Regulations or are not presented in conformity with
         generally accepted accounting principles applied on a basis
         substantially consistent with that of the audited financial statements
         included in the Registration Statement, (B) the unaudited amounts of
         revenues, net income and net income per share set forth under
         "Selected Consolidated Financial Information" in the Prospectus were
         not determined on a basis substantially consistent with that used in
         determining the corresponding amounts in the audited financial
         statements included in the Registration
<PAGE>   23
                                                                              23


         Statement, or (C) at a specified date not more than five days prior to
         the date of this Agreement, there has been any change in the capital
         stock of the Company or any increase in the consolidated long term
         debt of the Company and its subsidiaries or any decrease in
         consolidated net current assets or net assets as compared with the
         amounts shown in the December 31, 1993 balance sheet included in the
         Registration Statement or, during the period from December 31, 1993 to
         a specified date not more than five days prior to the date of this
         Agreement, there were any decreases, as compared with the
         corresponding period in the preceding year, in consolidated revenues,
         net income or net income per share of the Company and its
         subsidiaries, except in all instances for changes, increases or
         decreases which the Registration Statement and the Prospectus disclose
         have occurred or may occur; and (iv) in addition to the examination
         referred to in their opinions and the limited procedures referred to
         in clause (iii) above, they have carried out certain specified
         procedures, not constituting an audit, with respect to certain
         amounts, percentages and financial information which are included in
         the Registration Statement and Prospectus and which are specified by
         the Representative, and have found such amounts, percentages and
         financial information to be in agreement with the relevant accounting,
         financial and other records of the Company and its subsidiaries
         identified in such letter.

                 (e)  At Closing Time the Representatives shall have received
         from Coopers & Lybrand a letter, dated as of Closing Time, to the
         effect that they reaffirm the statements made in the letter furnished
         pursuant to subsection (d) of this Section, except that the specified
         date referred to shall be a date not more than five days prior to
         Closing Time and, if the Company has elected to rely on Rule 430A of
         the 1933 Act Regulations, to the further effect that they have carried
         out procedures as specified in clause (iv) of subsection (d) of this
         Section with respect to certain amounts, percentages and financial
         information specified by the Representatives and deemed to be a part
         of the Registration Statement pursuant to





<PAGE>   24
                                                                              24


         Rule 430(A)(b) and have found such amounts, percentages and financial
         information to be in agreement with the records specified in such
         clause (iv).

                 (f)  At the Closing Time the Securities shall have been
         approved for listing on the New York, Pacific and Chicago Stock
         Exchanges upon notice of issuance.

                 (g)  At Closing Time and at each Date of Delivery, if any,
         counsel for the Underwriters shall have been furnished with such
         documents and opinions as they may require for the purpose of enabling
         them to provide the opinions 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.

                 (h)  In the event that the Underwriters exercise their option
         provided in Section 2(b) hereof to purchase all or any portion of the
         Option Securities, the representations and warranties of the Company
         contained herein and the statements in any certificates furnished by
         the Company hereunder shall be true and correct as of each Date of
         Delivery and, at the relevant Date of Delivery, the Representatives
         shall have received:

                            (1)  A certificate, dated such Date of Delivery, of
                      the President or a Vice President of the Company and of
                      the chief financial or chief accounting officer of the
                      Company confirming that the certificate delivered at the
                      Closing Time pursuant to Section 5(c) hereof remains true
                      and correct as of such Date of Delivery.

                            (2)  The favorable opinion of [Latham & Watkins; 
                      see comment on page 16], counsel for the Company, in form
                      and substance satisfactory to counsel for the 
                      Underwriters, dated such Date of Delivery, relating to
                      the Option Securities to be purchased on such Date of
                      Delivery and otherwise to the same
<PAGE>   25
                                                                              25


                      effect as the opinion required by Sections 5(b)(1) and
                      5(b)(3) hereof.

                            (3)  The favorable opinion of Cravath, Swaine
                      & Moore, counsel for the Underwriters, dated such Date
                      of Delivery, relating to the Option Securities to be
                      purchased on such Date of Delivery and otherwise to the
                      same effect as the opinion required by Sections 5(b)(2)
                      and 5(b)(3) hereof.

                            (4)  A letter from Coopers & Lybrand, in form and
                      substance satisfactory to the Representatives and dated
                      such Date of Delivery, substantially the same in form and
                      substance as the letter furnished to the Representatives 
                      pursuant to Section 5(e) hereof, except that the 
                      "specified date" in the letter furnished pursuant to 
                      this Section 5(h)(4) shall be a date not more than five 
                      days prior to such Date of Delivery.

         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 Representatives 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 hereof.

         SECTION 6. Indemnification.

         (a)  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 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
         information deemed to be part of the Registration Statement pursuant
         to Rule 430A(b) of the 1933 Act Regulations, if applicable, 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
<PAGE>   26
                                                                              26


         alleged untrue statement of a material fact contained 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, if such settlement is effected with the written consent of
         the Company; and

                 (iii) against any and all expense whatsoever, as incurred
         (including, subject to Section 6(c) hereof, the fees and disbursements
         of counsel chosen by Merrill Lynch and Lazard), 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 Merrill Lynch or Lazard expressly for use in the
Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

         (b)     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 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
<PAGE>   27
                                                                              27


omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) 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 Merrill Lynch or Lazard 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)     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 which it may have otherwise than on account of this
indemnity agreement.  An indemnifying party may participate at its own expense
in the defense of any such action.  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.

         SECTION 7. Contribution.  In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 hereof is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company and the
Underwriters shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Company and one or more of the Underwriters, as incurred, in
such proportions that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount appearing on the
cover page of the Prospectus bears to the initial public offering price
appearing thereon and the Company is responsible for the balance; provided,
however, that 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 an Underwriter
within the meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as such Underwriter, and each
<PAGE>   28
                                                                              28


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 shall have the same rights to
contribution as the Company.

         SECTION 8. Representations, Warranties and Agreements to Survive
Delivery.  All representations, warranties and agreements contained in this
Agreement and the Pricing Agreement, or contained in certificates of officers
of the Company 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)     The Representatives may terminate this Agreement, by notice to
the Company, at any time at or prior to Closing Time (i) if there has been,
since the date 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 elsewhere or any outbreak of hostilities or escalation
thereof or other calamity or crisis the effect of which is such as to make it,
in the judgment of the Representatives, impracticable to market the Securities
or to enforce contracts for the sale of the Securities, or (iii) if trading in
the Common Stock has been suspended by the Commission, or if trading generally
on the New York Stock Exchange has been suspended, or minimum or maximum 
prices for trading have been fixed, or maximum ranges for prices for 
securities have been required, by said Exchange or by order of the Commission 
or any other governmental authority, or if a banking moratorium has been 
declared by either Federal, New York or California authorities.  As used in 
this Section 9(a), the term "Prospectus" means the Prospectus in the form 
first used to confirm sales of the Securities.

         (b)  If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any
<PAGE>   29
                                                                              29


party to any other party except as provided in Section 4 hereof.
Notwithstanding any such termination, the provisions of Sections 6 and 7 shall
remain in effect.

         SECTION 10.  Default by One or More of the Underwriters.  If one or
more of the Underwriters shall fail at Closing Time to purchase the Initial
Securities which it or they are obligated to purchase under this Agreement and
the Pricing Agreement (the "Defaulted Securities"), the Representatives 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
Representatives shall not have completed such arrangements within such 24-hour
period, then:

                 (a)      if the number of Defaulted Securities does not exceed
         10% of the number of Initial Securities, each of the non- defaulting
         Underwriters shall be obligated, 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 number of Defaulted Securities exceeds 10% of
         the number of Initial Securities, 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 Representatives 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.

         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
<PAGE>   30
                                                                              30


Underwriters shall be directed to the Representatives at Merrill Lynch & Co.,
10900 Wilshire Boulevard, 9th Floor, Los Angeles, California 90024, attention
of Matthew Pendo, Director; notices to the Company shall be directed to it at
3200 San Fernando Road, Los Angeles, CA 90065, attention of Paul Sanford,
Senior Vice President.

         SECTION 12.  Parties.  This Agreement and the Pricing Agreement shall
each 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 or the Pricing 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 representatives, any legal or equitable right, remedy or claim under or
in respect of this Agreement or the Pricing Agreement or any provision herein
or therein contained.  This Agreement and the Pricing Agreement and all
conditions and provisions hereof and thereof are intended to be for the sole
and exclusive benefit of the Underwriters and the Company and their respective
successors, and said controlling 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 and the Pricing
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be performed in said
State. Except as otherwise set forth herein, specified times of day refer to
New York City time.

         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
<PAGE>   31
                                                                              31


between the Underwriters and the Company in accordance with its terms.

                                                   Very truly yours,

                                                   CALMAT CO.

                                                   By ________________________
                                                      Title:

CONFIRMED AND ACCEPTED,
  as of the date first above written:


Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
  Smith Incorporated
Lazard Freres & Co.

By Merrill Lynch, Pierce, Fenner &
  Smith, Incorporated


______________________________
     Authorized Signatory


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