80,000,000 Shares GENWORTH FINANCIAL, INC. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2005 • Genworth Financial Inc • Life insurance • New York
Citigroup Global Markets Inc., in connection with an offering by its affiliate, Citigroup Funding Inc., of Variable Rate Exchangeable Notes Due 2008
CITIGROUP FUNDING INC. 29,166,667 SYNDECSSM (Debt Exchangeable for Common StockSM) Variable Rate Exchangeable Notes Due September 27, 2008 (Subject to Exchange into Shares of Class A Common Stock of Genworth Financial, Inc.) Payments Due from...Underwriting Agreement • September 27th, 2005 • Genworth Financial Inc • Life insurance • New York
The undersigned understands that (1) Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Common Stock Representatives”) propose to enter into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with Genworth Financial, Inc., a Delaware corporation (the “Company”), and GE Financial Assurance Holdings, Inc., a Delaware corporation (the “Selling Stockholder”), providing for the public offering (the “Common Stock Offering”) of shares of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”), and (2) Citigroup Global Markets Inc. (the “SynDECS Representative”) propose to enter into an Underwriting Agreement (the “SynDECS Underwriting Agreement”, and together with the Common Stock Underwriting Agreement, the “Underwriting Agreements”) with the Company and the Selling Stockholder, providing for the public offering (the “SynDECS Offering”, and
