Exhibit 1.1
BENEFICIAL CORPORATION
(a Delaware Corporation)
Medium-Term Notes, Series I
TERMS AGREEMENT
February 10, 1998
Beneficial Corporation
One Xxxxxxxxx Centre
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Re: Distribution Agreement dated July 25, 1997
The undersigned ("UBS") agrees to purchase the following principal
amount (in the specified currency or currency unit) of Notes:
Trade Date: February 10, 1998
Time of Delivery: February 18, 1998
Principal Amount: $300,000,000
Price to Public: Varying prices to be determined at the
time of sale
Specified Currency: US dollars
Interest Rate: Prior to February 18, 2003: 6.25%. On
and after February 18, 2003, as
described in the Pricing Supplement
under "Interest Rate and Interest
Payment Dates" to the extent the Call
Option is exercised by the Callholder
Price to be Paid to
Beneficial Corporation: 102.186% of Principal Amount, which
includes compensation for Call Option
Aggregate Price to be paid
to Beneficial Corporation
(in immediately available
funds) consisting of
consideration for purchase
of Notes which includes
compensation for Call Option: $306,558,000.00
Interest Payment Dates: February 18 and August 18, commencing
August 18, 1998
Call Option: The Notes may be called by the
Callholder prior to maturity as
described in the Pricing Supplement
under "Call Option; Put Option."
Put Option: The Notes may be required to be repaid
pursuant to the Put Option prior to
maturity as described in the Pricing
Supplement under "Call Option; Put
Option."
Put/Call Date: February 18, 2003
Maturity of Note: February 18, 2013, subject to the Put
Option as described in the Pricing
Supplement
Form: Book-Entry
Settlement Date: February 18, 1998
You hereby assign, transfer, convey and set over to Union Bank of
Switzerland, London branch all of your right, title and interest in, to
and under the Call Option relating to the Notes. You agree that the
assignment contained in this paragraph is irrevocable, and that you
will not take any action that is inconsistent with such assignment or
make any other assignment inconsistent herewith. You will, from time
to time upon the request of the Trustee, execute all instruments of
further assurance and all such supplemental instruments with respect to
this assignment as the Trustee may specify.
Reference is made to the Distribution Agreement referred to above
for a more complete description of the rights and obligations of the
parties hereto.
Capitalized terms used herein shall have the respective meanings
set forth in the Pricing Supplement.
This Agreement shall be governed by and construed in accordance
with the laws of New York.
UBS Securities LLC
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
By: /s/ Xxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
Accepted:
BENEFICIAL CORPORATION
By: /s/ Xxxxxx X. XxXxxxxx
-----------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Senior Vice President
and Treasurer
UNION BANK OF SWITZERLAND,
LONDON BRANCH, solely for
purposes of the assignment
of the Call Option
By: /s/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
Title: Executive Director
By: /s/ Xxxxxxx XxXxxxx
-----------------------------
Name: Xxxxxxx XxXxxxx
Title: Director
