WADDELL & REED FINANCIAL, INC. (a Delaware corporation) 5.60% Notes due 2011 UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2006 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • New York
Waddell & Reed Financial, Inc., a Delaware corporation (the “Company”), confirms its agreement with Banc of America Securities LLC (“Banc of America”) and J.P. Morgan Securities Inc. (“JPMorgan”) and each of the other underwriters named on Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Banc of America and JPMorgan are acting as Representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth on Schedule A hereto of $200,000,000 aggregate principal amount of the Company’s 5.60% Notes due 2011 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of January 18, 2001 between the Company and J.P. Morgan Trust Company, National Association (as successor to Chase Manhattan Trust Compa
