Ally Financial Inc. Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTAlly Financial Inc. • March 25th, 2011 • Finance lessors • New York
Ally Financial Inc. (f/k/a GMAC Inc.), a Delaware corporation (the “Company”), has issued to GM Preferred Finance Co. Holdings LLC, a Delaware limited liability company (“GM HoldCo”) and an indirect wholly-owned subsidiary of General Motors Company, 1,021,764 shares of Fixed Rate Perpetual Preferred Stock, Series A with a liquidation amount of $1,000 per share (the “Outstanding Securities”). Prior to the settlement of the offering of the Securities (as defined below), the Outstanding Securities will be amended and designated Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A with a liquidation amount of $25 per a share (the “Securities”), and the number of shares to be sold by the Selling Securityholder will be adjusted to 40,870,560. GM HoldCo (the “Selling Securityholder”) proposes, upon the terms and conditions set forth herein, to sell the Securities to the several underwriters named in Schedule III hereto (the “Underwriters”), for whom you (the “Representatives”) are act
