
<PAGE>
                             ALLEGIANCE CORPORATION

                       $________ ___% NOTES DUE 200_
                       $________ ___% DEBENTURES DUE 200_
                       $________ ___% DEBENTURES DUE 200_

                    ----------------------------------------
                             UNDERWRITING AGREEMENT
                                                                October __, 1996
Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
Smith Barney Inc.
BA Securities, Inc.
First Chicago Capital Markets, Inc.
NationsBank Capital Markets, Inc.
    As representatives of the several Underwriters
    named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:
 
    Allegiance Corporation, a Delaware corporation (the "Company"), proposes, 
subject to the terms and conditions stated herein, to issue and sell to the 
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 
$________ principal amount of the ___% Notes due 200_ (the "Notes"), 
$________ principal amount of the ___% Debentures due 200_ (the "200_ 
Debentures") and $________ principal amount of the ___% Debentures due 200_ 
(the "200_ Debentures") of the Company (the Notes, the 200_ Debentures and 
the 200_ Debentures, collectively, the "Securities").
 
    1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
 
        (a) A registration statement on Form S-1 (File No. 333-___) (including
    all pre-effective amendments thereto, if any, the "Initial Registration
    Statement") in respect of the Securities has been filed with the Securities
    and Exchange Commission (the "Commission"); the Initial Registration
    Statement and any post-effective amendment thereto, each in the form
    heretofore delivered to you, and, excluding exhibits thereto, to you for
    each of the other Underwriters, have been declared effective by the
    Commission in such form; other than a registration statement, if any,
    increasing the size of the offering (a "Rule 462(b) Registration
    Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933,
    as amended (the "Act"), which will become effective upon filing, no other
    document with respect to the Initial Registration Statement has heretofore
    been filed with the Commission; and no stop order suspending the
    effectiveness of the Initial Registration Statement, any post-effective
    amendment thereto or the Rule 462(b) Registration Statement, if any, has
    been issued and no proceeding for that purpose has been initiated or
    threatened by the Commission (any preliminary prospectus included in

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    the Initial Registration Statement and incorporated by reference in the Rule
    462(b) Registration Statement, if any, or filed with the Commission 
    pursuant to Rule 424(a) of the rules and regulations of the Commission 
    under the Act, is hereinafter called a "Preliminary Prospectus"; the 
    various parts of the Initial Registration Statement and the Rule 462(b) 
    Registration Statement, if any, including all exhibits thereto but 
    excluding Form T-1 and including the information contained in the form of 
    final prospectus filed with the Commission pursuant to Rule 424(b) under 
    the Act in accordance with Section 5(a) hereof and deemed by virtue of 
    Rule 430A under the Act to be part of the Initial Registration Statement 
    at the time it was declared effective or the Rule 462(b) Registration 
    Statement, if any, at the time it became effective, each as amended at 
    the time such part of such registration statement became effective, are 
    hereinafter collectively called the "Registration Statement"; and such 
    final prospectus, in the form first filed pursuant to Rule 424(b) under 
    the Act, is hereinafter called the "Prospectus";
 
        (b) No order preventing or suspending the use of any Preliminary
    Prospectus has been issued by the Commission, and each Preliminary
    Prospectus, at the time of filing thereof, conformed in all material
    respects to the requirements of the Act and the Trust Indenture Act of 1939,
    as amended (the "Trust Indenture Act"), and the rules and regulations of the
    Commission thereunder, and did 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, in the light of the circumstances
    under which they were made, not misleading; PROVIDED, HOWEVER, that this
    representation and warranty shall not apply to any statements or omissions
    made in reliance upon and in conformity with information furnished in
    writing to the Company by an Underwriter through Goldman, Sachs & Co.
    expressly for use therein;
 
        (c) The Registration Statement conforms, and the Prospectus and any
    further amendments or supplements to the Registration Statement or the
    Prospectus will conform, in all material respects to the requirements of the
    Act and the Trust Indenture Act and the rules and regulations of the
    Commission thereunder and do not and will not, as of the applicable
    effective date as to the Registration Statement and any amendment thereto
    and as of the applicable filing date as to the Prospectus and any amendment
    or supplement thereto, 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; PROVIDED, HOWEVER, that this
    representation and warranty shall not apply to any statements or omissions
    made in reliance upon and in conformity with information furnished in
    writing to the Company by an Underwriter through Goldman, Sachs & Co.
    expressly for use therein;
 
        (d) Neither the Company nor any of its subsidiaries has sustained since
    the date of the latest audited financial statements included in the
    Prospectus any material loss or interference with its business from fire,
    explosion, flood or other calamity, whether or not covered by insurance, or
    from any labor dispute or court or governmental action, order or decree,
    otherwise than as set forth or contemplated in the Prospectus; and, since
    the respective dates as of which information is given in the Registration
    Statement and the Prospectus, there has not been any change in the capital
    stock or long-term debt of the Company or any of its subsidiaries or any
    material adverse change, or any development involving a prospective material
    adverse change, in or affecting the general affairs, management, financial
    position, stockholders' equity or results of operations of the Company and
    its subsidiaries, otherwise than as set forth or contemplated in the
    Prospectus;
 
        (e) 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
    power and authority (corporate and other) to own its properties and conduct
    its business as described in the Prospectus, and
 
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    has been duly qualified as a foreign corporation for the transaction of
    business and is in good standing under the laws of each other jurisdiction
    in which it owns or leases properties or conducts any business so as to
    require such qualification, or is subject to no material liability or
    disability by reason of the failure to be so qualified in any such
    jurisdiction;
 
        (f) The Company has an authorized capitalization as set forth in the
    Prospectus, and all of the issued shares of capital stock of the Company
    have been duly and validly authorized and issued and are fully paid and non-
    assessable;
 
        (g) The Securities have been duly authorized and, when issued and
    delivered pursuant to this Agreement, will have been duly executed,
    authenticated, issued and delivered and will constitute valid and legally
    binding obligations of the Company entitled to the benefits provided by the
    indenture to be dated as of October 1, 1996 (the "Indenture") between the
    Company and PNC Bank, Kentucky, Inc., as Trustee (the "Trustee"), under
    which they are to be issued, which will be substantially in the form filed
    as an exhibit to the Registration Statement; the Indenture has been duly
    authorized and duly qualified under the Trust Indenture Act and, when
    executed and delivered by the Company and the Trustee, will constitute a
    valid and legally binding instrument, enforceable in accordance with its
    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; and the Securities and the
    Indenture will conform to the descriptions thereof in the Prospectus;
 
        (h) The issue and sale of the Securities and the compliance by the
    Company with all of the provisions of the Securities, the Indenture and this
    Agreement and the consummation of the transactions herein and therein
    contemplated will not conflict with or result in a breach or violation of
    any of the terms or provisions of, or constitute a default under, any
    indenture, mortgage, deed of trust, loan agreement or other agreement or
    instrument to which the Company or any of its subsidiaries is a party or by
    which the Company or any of its subsidiaries is 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
    Certificate of Incorporation or By-laws of the Company or any statute or any
    order, rule or regulation of any court or governmental agency or body having
    jurisdiction over the Company or any of its subsidiaries or any of their
    properties; and no consent, approval, authorization, order, registration or
    qualification of or with any such court or governmental agency or body is
    required for the issue and sale of the Securities or the consummation by the
    Company of the transactions contemplated by this Agreement or the Indenture,
    except the registration under the Act of the Securities, such as have been
    obtained under the Trust Indenture Act and such consents, approvals,
    authorizations, registrations or qualifications as may be required under
    state securities or Blue Sky laws in connection with the purchase and
    distribution of the Securities by the Underwriters;
 
        (i) Neither the Company nor any of its subsidiaries is in violation of
    its Certificate of Incorporation or By-laws or in default in the performance
    or observance of any material obligation, covenant or condition contained in
    any indenture, mortgage, deed of trust, loan agreement, lease or other
    agreement or instrument to which it is a party or by which it or any of its
    properties may be bound;
 
        (j) The statements set forth in the Prospectus under the caption
    "Description of Notes and Debentures", insofar as they purport to constitute
    a summary of the terms of the Securities, are accurate, complete and fair;
 
                                       3

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        (k) Other than as set forth in the Prospectus, there are no legal or
    governmental proceedings pending to which the Company or any of its
    subsidiaries is a party or of which any property of the Company or any of
    its subsidiaries is the subject which, if determined adversely to the
    Company or any of its subsidiaries, would individually or in the aggregate
    have a material adverse effect on the current or future financial position,
    stockholders' equity or results of operations of the Company and its
    subsidiaries; and, to the best of the Company's knowledge, no such
    proceedings are threatened or contemplated by governmental authorities or
    threatened by others;
 
        (l) The Company is not and, after giving effect to the offering and sale
    of the Securities, will not be an "investment company" or an entity
    "controlled" by an "investment company", as such terms are defined in the
    Investment Company Act of 1940, as amended (the "Investment Company Act");
 
        (m) Neither the Company nor any of its affiliates does business with the
    government of Cuba or with any person or affiliate located in Cuba within
    the meaning of Section 517.075, Florida Statutes; and
 
        (n) Price Waterhouse LLP, who have certified certain financial
    statements of the Company and its subsidiaries, are, independent public
    accountants as required by the Act and the rules and regulations of the
    Commission thereunder.
 
    2. Subject to the terms and conditions herein set forth, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of ___% of the principal amount thereof, plus accrued interest[, IF ANY,]
from ___________, 1996 to the Time of Delivery hereunder, the principal amount
of Securities set forth opposite the name of such Underwriter in Schedule I
hereto.
 
    3. Upon the authorization by you of the release of the Securities, the
several Underwriters propose to offer the Securities for sale upon the terms and
conditions set forth in the Prospectus.
 
    4. (a) The Securities to be purchased by each Underwriter hereunder will be
represented by one or more definitive global Securities in book-entry form which
will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
Securities to Goldman, Sachs & Co., for the account of each Underwriter, against
payment by or on behalf of such Underwriter of the purchase price therefor by
certified or official bank check or checks, payable to the order of the Company
in Federal (same day) funds, by causing DTC to credit the Securities to the
account of Goldman, Sachs & Co. at DTC. The Company will cause the certificates
representing the Securities to be made available to Goldman, Sachs & Co. for
checking at least twenty-four hours prior to the Time of Delivery (as defined
below) at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be 9:30 a.m., New
York City time, on ___________, 1996 or such other time and date as Goldman,
Sachs & Co. and the Company may agree upon in writing. Such time and date are
herein called the "Time of Delivery".
 
    (b) The documents to be delivered at the Time of Delivery by or on behalf of
the parties hereto pursuant to Section 7 hereof, including the cross-receipt for
the Securities and any additional documents requested by the Underwriters
pursuant to Section 7(j) hereof, will be delivered at the offices of McDermott,
Will & Emery, 277 W. Monroe, Chicago, Illinois 60606 (the "Closing Location"),
and the Securities will be delivered at the Designated Office, all at the Time
of Delivery. A meeting will be held at the Closing Location at 3:00 p.m.,
Chicago time, on the New York Business Day next
 
                                       4

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preceding the Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to close.
 
    5. The Company agrees with each of the Underwriters:
 
    (a) To prepare the Prospectus in a form approved by you and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's
close of business on the second business day following the execution and
delivery of this Agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus which shall be
disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish you with
copies thereof; to advise you, promptly after it receives notice thereof, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus, of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus or suspending any
such qualification, to promptly use its best efforts to obtain the withdrawal of
such order;
 
    (b) Promptly from time to time to take such action as you may reasonably
request to qualify the Securities for offering and sale under the securities
laws of such jurisdictions as you may request and to comply with such laws so as
to permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of the Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;
 
    (c) Prior to 11:00 a.m., New York City time, on the New York Business Day
next succeeding the date of this Agreement and from time to time, to furnish the
Underwriters with copies of the Prospectus in New York City in such quantities
as you may reasonably request, and, if the delivery of a prospectus is required
at any time prior to the expiration of nine months after the time of issue of
the Prospectus in connection with the offering or sale of the Securities and if
at such time any event shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made
when such Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary during such same period to amend or supplement the
Prospectus in order to comply with the Act or the Trust Indenture Act, to notify
you and upon your request to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as you may from time
to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance; and in case any Underwriter is required to deliver a prospectus in
connection with sales of any of the Securities at any time nine months or more
after the time of issue of the Prospectus, upon your request but at the expense
of such Underwriter, to prepare and deliver to such Underwriter as many copies
as you may request of an amended or supplemented Prospectus complying with
Section 10(a)(3) of the Act;
 
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    (d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c)), an earnings
statement of the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule 158);
 
    (e) During the period beginning from the date hereof and continuing to and
including the later of the Time of Delivery and such earlier time as you may
notify the Company, not to offer, sell, contract to sell or otherwise dispose
of, except as provided hereunder any securities of the Company that are
substantially similar to the Securities;
 
    (f) To use the net proceeds received by it from the sale of the Securities
pursuant to this Agreement in the manner specified in the Prospectus under the
caption "Use of Proceeds";
 
    (g) If the Company elects to rely upon Rule 462(b), to file a Rule 462(b)
Registration Statement with the Commission in compliance with Rule 462(b) by
10:00 P.M., Washington, D.C. time, on the date of this Agreement, and at the
time of filing either to pay to the Commission the filing fee for the Rule
462(b) Registration Statement or to give irrevocable instructions for the
payment of such fee pursuant to Rule 111(b) under the Act; and
 
    (h) To file with the Commission such reports on Form SR as may be required
by Rule 463 under the Act.
 
    6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, the Indenture, the Blue Sky Memoranda,
closing documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) the filing fees incident to, and the fees and disbursements of counsel for
the Underwriters in connection with, any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.
 
    7. The obligations of the Underwriters hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of Delivery, true
and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:
 
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    (a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) within the applicable time period prescribed for such filing by the
rules and regulations under the Act and in accordance with Section 5(a) hereof;
if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M. Washington,
D.C., time, on the date of this Agreement; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your reasonable
satisfaction;
 
    (b) Sullivan & Cromwell, counsel for the Underwriters, shall have furnished
to you such opinion or opinions, dated the Time of Delivery, with respect to
incorporation of the Company, the validity of the Indenture, the validity of the
Securities being delivered at such Time of Delivery, the Registration Statement,
the Prospectus, and such other related matters as you may reasonably request,
and such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
 
    (c) William L. Feather, Esq., General Counsel of the Company, shall have
furnished to you his written opinion, dated the Time of Delivery, in the form
presented to you prior to the execution of this Agreement and in form and
substance satisfactory to you, 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, with
    corporate power and authority to own its properties and conduct its business
    as described in the Prospectus;
 
         (ii) The Company has an authorized capitalization as set forth in the
    Prospectus, and all of the issued shares of capital stock of the Company
    have been duly and validly authorized and issued and are fully paid and non-
    assessable;
 
        (iii) To the best of such counsel's knowledge and other than as set
    forth in the Prospectus, there are no legal or governmental proceedings
    pending to which the Company or any of its subsidiaries is a party or of
    which any property of the Company or any of its subsidiaries is the subject
    which, if determined adversely to the Company or any of its subsidiaries,
    would individually or in the aggregate have a material adverse effect on the
    current or future consolidated financial position, stockholders' equity or
    results of operations of the Company and its subsidiaries; and, to the best
    of such counsel's knowledge, no such proceedings are threatened or
    contemplated by governmental authorities or threatened by others;
 
        (iv) The issue and sale of the Securities and the compliance by the
    Company with all of the provisions of the Securities, the Indenture and this
    Agreement and the consummation of the transactions herein and therein
    contemplated will not conflict with or result in a breach or violation of
    any of the terms or provisions of, or constitute a default under, any
    indenture, mortgage, deed of trust, loan agreement or other agreement or
    instrument known to such counsel to which the Company or any of its
    subsidiaries is a party or by which the Company or any of its subsidiaries
    is bound or to which any of the property or assets of the Company or any of
    its subsidiaries is subject, nor will such actions result in any violation
    of the provisions of the Certificate of Incorporation or By-laws of the
    Company or any statute 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 subsidiaries or any of their properties;
 
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        (v) No consent, approval, authorization, order, registration or
    qualification of or with any such court or governmental agency or body is
    required for the issue and sale of the Securities or the consummation by the
    Company of the transactions contemplated by this Agreement or the Indenture,
    except such as have been obtained under the Act and the Trust Indenture Act
    and such consents, approvals, authorizations, registrations or
    qualifications as may be required under state securities or Blue Sky laws in
    connection with the purchase and distribution of the Securities by the
    Underwriters;
 
        (vi) Neither the Company nor any of its subsidiaries is in violation of
    its Certificate of Incorporation or By-laws or in default in the performance
    or observance of any material obligation, covenant or condition contained in
    any indenture, mortgage, deed of trust, loan agreement, lease or other
    agreement or instrument to which it is a party or by which it or any of its
    properties may be bound; and
 
        (vii) Although such counsel does not assume any responsibility for the
    accuracy, completeness or fairness of the statements contained in the
    Registration Statement or the Prospectus such counsel has no reason to
    believe that, as of its effective date, the Registration Statement or any
    further amendment thereto made by the Company prior to the Time of Delivery
    (other than the financial statements and related schedules therein, as to
    which such counsel need express no opinion) 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,
    as of its date, the Prospectus or any further amendment or supplement
    thereto made by the Company prior to the Time of Delivery (other than the
    financial statements and related schedules therein, as to which such counsel
    need express no opinion) contained an untrue statement of a material fact or
    omitted to state a material fact necessary to make the statements therein,
    in the light of the circumstances under which they were made, not misleading
    or that, as of the Time of Delivery, either the Registration Statement or
    the Prospectus or any further amendment or supplement thereto made by the
    Company prior to the Time of Delivery (other than the financial statements
    and related schedules therein, as to which such counsel need express no
    opinion) contains an untrue statement of a material fact or omits to state a
    material fact necessary to make the statements therein, in the light of the
    circumstances under which they were made, not misleading; and such counsel
    does not know of any amendment to the Registration Statement required to be
    filed or of any contracts or other documents of a character required to be
    filed as an exhibit to the Registration Statement or of any legal proceeding
    required to be described in the Registration Statement or the Prospectus
    which are not filed or described as required.
 
    (d) McDermott, Will & Emery, counsel for the Company, shall have furnished
to you their written opinion, dated the Time of Delivery, in the form presented
to you prior to the execution of this Agreement and in form and substance
satisfactory to you, to the effect that:
 
         (i) The Company is validly existing as a corporation in good standing
    under the laws of the State of Delaware;
 
         (ii) This Agreement has been duly authorized, executed and delivered by
    the Company;
 
        (iii) The Securities have been duly authorized, executed, authenticated,
    issued and delivered and constitute valid and legally binding obligations of
    the Company entitled to the benefits provided by the Indenture; and the
    Securities and the Indenture conform to the descriptions thereof in the
    Prospectus;
 
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        (iv) The Indenture has been duly authorized, executed and delivered by
    the parties thereto and constitutes a valid and legally binding instrument,
    enforceable in accordance with its 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; and the Indenture has been duly qualified under the Trust
    Indenture Act;
 
        (v) The statements set forth in the Prospectus under the caption
    "Description of Notes and Debentures" have been reviewed by such counsel
    and, insofar as they purport to constitute a summary of the terms of the
    Securities, are accurate summaries of the material terms of the Securities;
 
        (vi) The Registration Statement and the Prospectus and any further
    amendments and supplements thereto made by the Company prior to the Time of
    Delivery (other than the financial statements and related schedules therein,
    as to which such counsel need express no opinion) comply as to form in all
    material respects with the requirements of the Act and the Trust Indenture
    Act and the rules and regulations thereunder; although they do not assume
    any responsibility for the accuracy, completeness or fairness of the
    statements contained in the Registration Statement or the Prospectus, except
    for those referred to in the opinion in subsection (viii) of this Section
    7(d), they have no reason to believe that, as of its effective date, the
    Registration Statement or any further amendment thereto made by the Company
    prior to the Time of Delivery (other than the financial statements and
    related schedules therein, as to which such counsel need express no opinion)
    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, as of its date, the Prospectus or
    any further amendment or supplement thereto made by the Company prior to the
    Time of Delivery (other than the financial statements and related schedules
    therein, as to which such counsel need express no opinion) contained an
    untrue statement of a material fact or omitted to state a material fact
    necessary to make the statements therein, in the light of the circumstances
    under which they were made, not misleading or that, as of the Time of
    Delivery, either the Registration Statement or the Prospectus or any further
    amendment or supplement thereto made by the Company prior to the Time of
    Delivery (other than the financial statements and related schedules therein,
    as to which such counsel need express no opinion) contains an untrue
    statement of a material fact or omits to state a material fact necessary to
    make the statements therein, in the light of the circumstances under which
    they were made, not misleading;
 
    (e) On the date of the Prospectus at a time prior to the execution of this
Agreement, at 9:30 a.m., New York City time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at the Time of Delivery, Price Waterhouse LLP
shall have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in the form presented to you prior to the execution of this
Agreement and in form and substance satisfactory to you, to the effect set forth
in Annex I hereto;
 
    (f)  (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus, and (ii) since the respective dates as
of which information is given in the Prospectus there shall not have been any
change in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change,
in or affecting the general affairs, management, financial position,
stockholders' equity or results of
 
                                       9

<PAGE>

operations of the Company and its subsidiaries, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case described
in Clause (i) or (ii), is in the judgment of the Representatives so material and
adverse as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and in the manner
contemplated in the Prospectus;
 
    (g) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities;
 
    (h) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on The New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York State authorities; or (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any such event
specified in this Clause (iv) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Securities on the terms and in the manner contemplated in the Prospectus;
 
    (i) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement; and
 
    (j) The Company shall have furnished or caused to be furnished to you at the
Time of Delivery certificates of officers of the Company satisfactory to you as
to the accuracy of the representations and warranties of the Company herein at
and as of such Time of Delivery, as to the performance by the Company of all of
its obligations hereunder to be performed at or prior to such Time of Delivery,
as to the matters set forth in subsections (a) and (f) of this Section and as to
such other matters as you may reasonably request.
 
    8. (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 Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, 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 for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; 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 in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein.
 
    (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,
 
                                       10

<PAGE>

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 Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, 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 in any Preliminary Prospectus, the Registration
Statement or the Prospectus or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such
Underwriter through Goldman, Sachs & Co. expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.
 
    (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
therein 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 expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.
 
    (d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
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. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits 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 (or
actions in respect thereof), 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
 
                                       11

<PAGE>

the offering (before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by the Underwriters, in
each case as set forth in the table on the cover page of the Prospectus. 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 on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this subsection
(d) were determined by PRO RATA allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in 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 such action or claim.
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 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 are several in proportion to their respective underwriting
obligations and not joint.
 
    (e) The obligations of the Company under this Section 8 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; and the obligations of the Underwriters under
this Section 8 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 officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.
 
    9. (a) If any Underwriter shall default in its obligation to purchase the
Securities which it has agreed to purchase hereunder, you may in your discretion
arrange for you or another party or other parties to purchase such Securities on
the terms contained herein. If within thirty-six hours after such default by any
Underwriter you do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of thirty-six hours within which
to procure another party or other parties satisfactory to you to purchase such
Securities on such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the purchase of
such Securities, or the Company notifies you that it has so arranged for the
purchase of such Securities, you or the Company shall have the right to postpone
the Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments to the Registration Statement or
the Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Securities.
 
    (b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed
 
                                       12

<PAGE>

one-eleventh of the aggregate principal amount of all the Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Securities which such Underwriter agreed to
purchase hereunder and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the principal amount of Securities
which such Underwriter agreed to purchase hereunder) of the Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.
 
    (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Securities, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase
Securities of a defaulting Underwriter or Underwriters, then this Agreement
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
 
    10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
 
    11. If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason, the
Securities are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Underwriters through you for all out-of-pocket
expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be
under no further liability to any Underwriter except as provided in Sections 6
and 8 hereof.
 
    12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you.
 
    All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives 85 Broad Street, New York,
New York 10004, Attention: Registration Department; and if to the Company shall
be delivered or sent by mail, telex or facsimile transmission to the address of
the Company set forth in the Registration Statement, Attention: Secretary;
PROVIDED, HOWEVER, that any notice to an Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by mail, telex or facsimile transmission to
such Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by you upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
 
    13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent provided in Sections 8 and
10 hereof, the officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective heirs,
 
                                       13

<PAGE>

executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Securities from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.
 
    14. Time shall be of the essence of this Agreement. As used herein, the term
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business.
 
    15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
 
    16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same
instrument.
 
                                       14

<PAGE>

    If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.
 
                                          Very truly yours,
                                          ALLEGIANCE CORPORATION
                                          By:
                                          --------------------------------------
                                             Name:
                                             Title:
 
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Smith Barney Inc.
BA Securities, Inc.
First Chicago Capital Markets, Inc.
NationsBank Capital Markets, Inc.

By:
- --------------------------------------
         (Goldman, Sachs & Co.)
 
        On behalf of each of the
              Underwriters
 
                                       15

<PAGE>

                                   SCHEDULE I
 
<TABLE>
<CAPTION>
                                                             PRINCIPAL         PRINCIPAL            PRINCIPAL
                                                             AMOUNT OF         AMOUNT OF            AMOUNT OF
                                                               NOTES        200 DEBENTURES       200 DEBENTURES
                                                               TO BE             TO BE                TO BE
                       UNDERWRITER                           PURCHASED         PURCHASED            PURCHASED
- ---------------------------------------------------------  -------------  -------------------  -------------------
<S>                                                        <C>            <C>                  <C>
GOLDMAN, SACHS & CO......................................   $
J.P. MORGAN SECURITIES INC...............................
SMITH BARNEY INC.........................................
BA SECURITIES, INC.......................................
FIRST CHICAGO CAPITAL MARKETS, INC.......................
NATIONSBANK CAPITAL MARKETS, INC.........................
        TOTAL............................................   $
</TABLE>
 
                                       16

<PAGE>

                                                                         ANNEX I
 
Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall
furnish letters to the Underwriters to the effect that:
 
        (i) They are independent public accountants with respect to
    the Company and its subsidiaries within the meaning of the Act and the
    applicable published rules and regulations thereunder;
 
        (ii) In their opinion, the financial statements examined by them and 
    included in the Prospectus or the Registration Statement comply as to form 
    in all material respects with the applicable accounting requirements of 
    the Act and the related published rules and regulations thereunder; 
 
        (iii) They have made a review in accordance with standards established
    by the American Institute of Certified Public Accountants of the unaudited
    condensed statements of income, consolidated balance sheets and
    consolidated statements of cash flows included in the Prospectus and
    on the basis of specified procedures including inquiries of officials of the
    Company who have responsibility for financial and accounting matters
    regarding whether the unaudited condensed financial statements
    referred to below comply as to form in all material respects with the 
    applicable accounting requirements of the Act and the related published 
    rules and regulations, nothing came to their attention that cause them to 
    believe that (i) the unaudited condensed consolidated financial statements 
    do not comply as to form in all material respects with the applicable 
    accounting requirements of the Act and the related published rules and 
    regulations or (ii) any material modifications should be made to the 
    unaudited condensed consolidated statements of income, consolidated 
    balance sheets and consolidated statements of cash flows included in the 
    Prospectus for them to be in conformity with generally accepted accounting 
    principles;
 
        (iv) They have compared the information in the Prospectus under 
    selected captions with the disclosure requirements of Regulation S-K and 
    on the basis of limited procedures specified in such letter nothing came 
    to their attention as a result of the foregoing procedures that caused 
    them to believe that this information does not conform in all material 
    respects with the disclosure requirements of Items 301 and 402, 
    respectively, of Regulation S-K;
 
        (v) On the basis of limited procedures, not constituting an examination
    in accordance with generally accepted auditing standards, consisting of a
    reading of the unaudited financial statements and other information referred
    to below, a reading of the latest available interim financial statements of
    the Company and its subsidiaries, inspection of the minute books of the
    Company and its subsidiaries since the date of the latest audited financial
    statements included in the Prospectus, inquiries of officials of the Company
    and its subsidiaries responsible for financial and accounting matters and
    such other inquiries and procedures as may be specified in such letter,
    nothing came to their attention that caused them to believe that:
 
           (A) any unaudited income statement data and balance sheet items 
       for the years ended December 31, 1992 and 1991 included in the 
       Prospectus do not agree with the corresponding items in the unaudited 
       consolidated financial statements from which such data and items 
       were derived;

<PAGE>

           (B) any unaudited pro forma condensed financial statements included 
       in the Prospectus do not comply as to form in all material respects 
       with the applicable accounting requirements of Rule 11-02 of Regulation 
       S-X or the pro forma adjustments have not been properly applied to the 
       historical amounts in the compilation of those statements;

           (C) as of the latest month and for which the applicable unaudited 
       condensed combined financial data is available, there was any increase 
       in long-term debt of the Company or any decreases in the net current 
       assets or equity of the Company as compared with amounts shown in the 
       latest balance sheet included in the Prospectus, except in all instances
       for increases and decreases that the Registration Statement discloses 
       have occurred or may occur and except as described in such letter for 
       the period from the latest balance sheet included in the Prospectus, 
       except in all instances for increases and decreases that the 
       Registration Statement discloses have occurred or may occur and except 
       as described in such letter;

          (D) for the period from the latest balance sheet included in the 
       Prospectus to the last day of the latest month and for which the 
       applicable condensed combined financial data is available, there were 
       any decreases, as compared with the corresponding period in the 
       preceding year, in net sales or net income, except in all instances for 
       decreases that the Registration Statement discloses have occurred or 
       may occur and except as described in such letter; and
     
           (E) as of a specified date not more than five days prior to the date
       of such letter, there has been any increase in the consolidated long-
       term debt of the Company and its subsidiaries, as compared with amounts 
       shown in the latest balance sheet included in the Prospectus, except in 
       each case for increases which the Prospectus discloses have
       occurred or may occur or which are described in such letter; and
 
        (vi) In addition to the examination referred to in their report(s)
    included in the Prospectus and the limited procedures, inspection of minute
    books, inquiries and other procedures referred to in paragraphs (iii) and
    (vi) above, they have carried out certain specified procedures, not
    constituting an examination in accordance with generally accepted auditing
    standards, with respect to certain amounts, percentages and financial
    information specified by the Representatives, which are derived from the
    general accounting records of the Company and its subsidiaries, subject 
    to the Company's system of internal accounting control which appear
    in the Prospectus, or in Part II of, or in exhibits and schedules to, the
    Registration Statement specified by the Representatives, and have compared
    certain of such amounts, percentages and financial information with the
    accounting records of the Company and its subsidiaries and have found them
    to be in agreement except as described in such letter.


                                       2

