ALLY FINANCIAL INC. [ ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • March 27th, 2014 • Ally Financial Inc. • Finance lessors • New York
The United States Department of Treasury (the “Selling Stockholder”) proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.01 par value (“Common Stock”; said Common Stock to be sold by the Selling Stockholder being hereinafter called, the “Underwritten Securities”), of Ally Financial Inc., a corporation organized under the laws of Delaware (the “Company”). The Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover Common Stock over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). Certain terms used herein are defined in Section 22 hereof.
