Table of Cont ent s

Filed Pursuant to Rule 4 24 (b)(5)

Reg istratio n Statement No . 333- 16 56 0 8 and 333- 16 56 0 8 - 0 1

CALCULAT ION OF REGIST RAT ION FEE

Pro po s e d Pro po s e d
Ma ximum Ma ximum
T itle o f Ea c h Cla s s o f Amo unt to be O ffe ring Pric e Ag g re g a te Amo unt o f
S e c uritie s to be Re g is te re d Re g is te re d Pe r Unit O ffe ring Pric e Re g is tra tio n Fe e (1)
8.125% Fixed Rate/Flo ating Rate Trust Preferred
Securities, Series 2 o f GMAC Capital Trust I 106,680,000 $25 $2,667,000,000 $309,638.70
Guarantee o f 8.125% Fixed Rate/Flo ating Rate Trust
Preferred Securities, Series 2 o f GMAC Capital Trust I (2)
(1) Calculated in acco rdance with Rule 4 57(r) under the Securities Act o f 1933, as amended.
(2) Pursuant to Rule 4 57(n), no additio nal reg istratio n fee is due fo r the g uarantees.
Table of Cont ent s

PROSPECT US SUPPLEMENT
T O PROSPECT US DAT ED MARCH 1, 20 11

106,680,000 Trust Preferred Securities

GMAC Capital Trust I
8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2
Liquidation Amount $25 Per Trust Preferred Security
Guaranteed to the extent set forth herein by

Ally Financial Inc.

The United States Department o f the Treasury (Treasury o r the Selling Securityho lder) is selling the 8.125% Fixed
Rate/Flo ating Rate Trust Preferred Securities, Series 2 o f GMAC Capital Trust I (the Series 2 Trust Preferred Securities). Ally
Financial Inc. (Ally o r the Co mpany) will no t receive any pro ceeds fro m the sale o f Series 2 Trust Preferred Securities by the
Selling Securityho lder.
A brief descriptio n o f the Series 2 Trust Preferred Securities can be fo und under Summary Info rmatio n Q&A in this
pro spectus supplement.
So me o r all o f the Series 2 Trust Preferred Securities may be redeemed at any time o n o r after February 15, 2016. In additio n, the
Series 2 Trust Preferred Securities may be redeemed, in who le o r in part, at any time if certain chang es in tax o r investment co mpany
law o r interpretatio n o ccur and certain o ther co nditio ns are satisfied. Ho wever, Ally will no t have the rig ht prio r to February 15, 2016 to
cause the redemptio n o f the Series 2 Trust Preferred Securities as a result o f chang es in bank reg ulato ry law o r interpretatio n.
The Series 2 Trust Preferred Securities have been appro ved fo r listing o n the New Yo rk Sto ck Exchang e (NYSE) under the
trading symbo l ALLY PRA, subject to no tice o f issuance. The Series 2 Trust Preferred Securities are expected to beg in trading o n
the NYSE within 30 days after they are first issued.
T he Series 2 T rust Preferred Securities are rated belo w investment g rade and are subject to risks asso ciated with no n-
investment g rade securities. Yo u are urg ed to carefully read the Risk Facto rs sectio n in the acco mpanying pro spectus,
where specific risks asso ciated with these Series 2 T rust Preferred Securities are described, alo ng with the o ther
info rmatio n in this pro spectus supplement and the acco mpanying pro spectus befo re yo u make yo ur investment decisio n.
Neither the Securities and Exchang e Co mmissio n no r any state securities co mmissio n has appro ved o r disappro ved o f these
securities o r determined if this pro spectus supplement o r the acco mpanying pro spectus is truthful o r co mplete. Any representatio n to
the co ntrary is a criminal o ffense.
These securities are no t depo sits o r saving s acco unts. These securities are no t insured o r g uaranteed by the Federal Depo sit
Insurance Co rpo ratio n o r any o ther g o vernmental ag ency o r instrumentality.

Pe r S e rie s 2 T rus t
Pre fe rre d S e c urity T o ta l
Public o ffering price $ 25.00 $2,667,000,000
Underwriting co mmissio ns (1) $ 0.4 0(2) $ 28,170,000(2)
Pro ceeds to the Selling Securityho lder $ 24 .60(2) $2,638,830,000(2)

(1) As part o f the amendment to the GMAC Capital Trust I, which resulted in the Series 2 Trust Preferred Securities, Ally paid Treasury
a $28,170,000 o ne-time, no n-refundable distributio n fee, which was calculated to equal all disco unts, underwriting co mmissio ns,
transfer taxes and transactio n fees applicable to the sale o f Series 2 Trust Preferred Securities.
(2) The Underwriters will receive co mmissio ns o f $0.4 0 per Series 2 Trust Preferred Security, except that fo r sales to certain
institutio ns, the co mmissio ns will be $0.25 per Series 2 Trust Preferred Securities; o r $28,170,000 fo r all Series 2 Trust Preferred
Securities.
Distributio ns o n the Series 2 Trust Preferred Securities will accrue fro m March 7, 2011 to the date o f delivery. Distributio ns accrued
prio r to March 7, 2011 were paid to the Selling Securityho lder.
Ally and the Selling Securityho lder expect that the Series 2 Trust Preferred Securities will be ready fo r delivery in bo o k-entry fo rm
o nly thro ug h The Depo sito ry Trust Co mpany, Clearstream and Euro clear o n o r abo ut March 7, 2011.

Joint Book-Running Managers

Citi Deutsche Bank Securities J.P. Morgan Morgan Stanley
Barclays Capital Goldman, Sachs & Co.
Co-Managers
Aladdin Capital LLC CastleOak Securities, L.P.
 Blaylo ck Ro bert Van, LLC C.L. King & Asso ciates Lo o p Capital Markets
MFR Securities, Inc. Muriel Siebert & Co ., Inc. Ramirez & Co ., Inc. T he Williams Capital Gro up, L.P.
March 2, 2011
Table of Cont ent s

T ABLE OF CONT ENT S

Pro spectus Supplement

Summary Info rmatio n Q&A S-1

Ratio o f Earning s to Fixed Charg es and Ratio o f Earning s to Fixed Charg es Including Preferred Sto ck Dividends S-6
Where Yo u Can Find Mo re Info rmatio n S-7
Fo rward-Lo o king Statements S-8
Ally Financial Inc. S-9
Selling Securityho lder S-11
Use o f Pro ceeds S-13
Descriptio n o f the Series 2 Trust Preferred Securities S-14
Descriptio n o f the Series 2 Debentures S-29
United States Federal Inco me Tax Co nsideratio ns S-4 1
Benefit Plan Investo r Co nsideratio ns S-4 7
Underwriting S-4 9
Leg al Matters S-55
Experts S-55

Pro spectus

This Pro spectus ii

Info rmatio n Inco rpo rated by Reference; Where Yo u Can Find Mo re Info rmatio n iii
Cautio nary Statement Reg arding Fo rward-Lo o king Statements iv
Summary 1
Ratio s o f Earning s to Fixed Charg es 8
Risk Facto rs 9
Descriptio n o f the Series 1 Trust Preferred Securities 14
Descriptio n o f the Series 2 Trust Preferred Securities 30
Descriptio n o f the Series 1 Debentures 45
Descriptio n o f the Series 2 Debentures 57
Descriptio n o f the Guarantees 70
Effect o f Oblig atio ns under the Debentures and the Guarantees 74
Use o f Pro ceeds 76
Selling Securityho lders 77
Plan o f Distributio n 79
Leg al Matters 81
Experts 81

We have no t autho rized anyo ne to pro vide any info rmatio n o ther than that co ntained in this pro spectus supplement,
the acco mpanying pro spectus o r in any free writing pro spectus prepared by o r o n behalf o f us o r to which we have referred
to yo u. We take no respo nsibility fo r, and can pro vide no assurance as to the reliability o f, any o ther info rmatio n that o thers
may g ive yo u. We are no t making an o ffer o r so liciting a purchase o f these securities in any jurisdictio n in which the o ffer o r
so licitatio n is no t autho rized o r in which the perso n making the o ffer o r so licitatio n is no t qualified to do so o r to anyo ne to
who m it is unlawful to make the o ffer o r so licitatio n. Yo u sho uld no t assume that the info rmatio n in this pro spectus o r any
pro spectus supplement is accurate as o f any date o ther than the date o n the co ver o f the applicable do cument. Our
business, financial co nditio n, results o f o peratio ns and pro spects may have chang ed since that date.

S-i
Table of Cont ent s

The distributio n o r po ssessio n o f this pro spectus supplement in o r fro m certain jurisdictio ns may be restricted by law. Perso ns
into who se po ssessio n this pro spectus supplement co mes are required by Ally to info rm themselves abo ut, and to o bserve any such
restrictio ns, and Ally accepts no liability in relatio n thereto . See Underwriting .

This pro spectus supplement and acco mpanying pro spectus are no t an o ffer to sell these Series 2 Trust Preferred Securities and
are no t so liciting an o ffer to buy these Series 2 Trust Preferred Securities in any jurisdictio n where the o ffer o r sale is no t permitted o r
where the perso n making the o ffer o r sale is no t qualified to do so o r to any perso n to who m it is no t permitted to make such o ffer o r
sale. See Underwriting .

Unless the co ntext o therwise requires, references in this pro spectus supplement to the Co mpany, we, us, and
o ur refer to Ally Financial Inc. and its direct and indirect subsidiaries (including Residential Capital, LLC, o r ResCap)
o n a co nso lidated basis, references to Ally refer o nly to Ally Financial Inc., and references to the T rust refer to GMAC
Capital T rust I.

S-ii
Table of Cont ent s

SUMMARY INFORMAT ION Q&A

This summary pro vides a brief o verview o f the key aspects o f Ally, GMAC Capital Trust I, and the Series 2 Trust Preferred
Securities. Yo u sho uld carefully read this pro spectus supplement and the acco mpanying pro spectus to understand fully the terms
o f the Series 2 Trust Preferred Securities as well as the tax and o ther co nsideratio ns that are impo rtant to yo u in making a decisio n
abo ut whether to invest in the Series 2 Trust Preferred Securities. Yo u sho uld pay special attentio n to the Risk Facto rs sectio n in
the acco mpanying pro spectus to determine whether an investment in the Series 2 Trust Preferred Securities is appro priate fo r yo u.

What Are the Series 2 T rust Preferred Securities?

The Series 2 Trust Preferred Securities and the 8.125% Fixed Rate/Flo ating Rate Co mmo n Securities, Series 2 (the Series 2
Co mmo n Securities and, to g ether with the Series 2 Trust Preferred Securities, the series 2 securities) represent undivided
beneficial interests in Allys 8.125% Fixed Rate/Flo ating Rate Junio r Subo rdinated Deferrable Interest Debentures due 204 0 (the
Series 2 Debentures).

The Series 2 Debentures are the o nly assets desig nated to series 2 o f the Trust (Series 2). The Series 2 Debentures, alo ng
with Allys 8.0% Junio r Subo rdinated Deferrable Interest Debentures due 204 0 (the Series 1 Debentures and, to g ether with the
Series 2 Debentures, the Debentures) are currently the o nly assets o f the Trust.

Each Series 2 Trust Preferred Security has a liquidatio n amo unt o f $25 and entitles the ho lder to receive perio dic cash
distributio ns as described in this pro spectus supplement and the acco mpanying pro spectus.

Who Is GMAC Capital T rust I?

GMAC Capital Trust I (referred to in this pro spectus supplement as the Trust) is a Delaware statuto ry trust. Its principal
place o f business is c/o Ally Financial Inc., 200 Renaissance Center, Detro it, Michig an 4 8265, and its telepho ne number is
(866) 710-4 623.

All o f the co mmo n securities o f the Trust are o wned by Ally. The Series 1 Debentures and the Series 2 Debentures are
currently the o nly assets o f the Trust. The Series 2 Debentures have the same financial terms as the Series 2 Trust Preferred
Securities.

Who Is Ally?
Ally (fo rmerly kno wn as GMAC Inc.) was o rig inally fo unded in 1919 as a who lly-o wned subsidiary o f General Mo to rs
Co rpo ratio n (currently General Mo to rs Co mpany o r GM). Allys primary lines o f business are Glo bal Auto mo tive Services and
Mo rtg ag e. We became a bank ho lding co mpany o n December 24 , 2008, under the Bank Ho lding Co mpany Act o f 1956, as
amended. Our banking subsidiary, Ally Bank, is an indirect who lly o wned subsidiary o f Ally Financial Inc.

The mailing address o f Allys principal executive o ffice is 200 Renaissance Center, P.O. Bo x 200, Detro it, Michig an 4 8265,
and its telepho ne number is (866) 710-4 623.

When Will Yo u Receive Distributio ns o n the Series 2 T rust Preferred Securities?

The o nly so urce o f cash o f Series 2 to make payments o n the Series 2 Trust Preferred Securities are payments o n the Series
2 Debentures it o wns.

S-1
Table of Cont ent s

If yo u purchase the Series 2 Trust Preferred Securities, yo u are entitled to receive cumulative cash distributio ns o n the
liquidatio n amo unt o f $25 per Series 2 Trust Preferred Security as fo llo ws:
fro m March 7, 2011 to but excluding February 15, 2016, at an annual rate o f 8.125% payable quarterly in arrears o n
February 15, May 15, Aug ust 15 and No vember 15 o f each year, beg inning Aug ust 15, 2011; and
fro m and including February 15, 2016 to but excluding February 15, 204 0, at an annual rate equal to three-mo nth LIBOR
plus 5.785% payable quarterly in arrears o n February 15, May 15, Aug ust 15 and No vember 15, beg inning May 15, 2016.

Distributio ns accrued prio r to March 7, 2011 were paid to the Selling Securityho lder.

When Will Payment o f Yo ur Distributio ns Be Deferred?

If Ally defers interest payments o n the Series 2 Debentures, Series 2 g enerally will defer distributio ns o n the Series 2 Trust
Preferred Securities. A deferral may be fo r up to 20 co nsecutive quarters, but a deferral o f distributio ns canno t extend beyo nd
February 15, 204 0.

What Are the Co nsequences o f an Extensio n Perio d?

During any perio d in which Ally defers interest o n the Series 2 Debentures, which we refer to as an extensio n perio d, except as
described beg inning o n pag e S-15, Ally will no t, and will no t permit its subsidiaries to :
declare o r pay a dividend o n, o r make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n
payment relating to , any o f Allys capital sto ck, o r make any g uarantee payments relating to the fo reg o ing ; o r
make any payment o f interest, principal o r premium o n, o r repay, repurchase o r redeem, any o f its debt securities o r
g uarantees that rank equally with o r junio r to the Series 2 Debentures.

When Can Series 2 Redeem the Series 2 T rust Preferred Securities?

Series 2 will redeem the Series 2 Trust Preferred Securities o n the dates and to the extent the Series 2 Debentures are
redeemed. Thus, the Series 2 Trust Preferred Securities may be redeemed, in who le o r in part, at the o ptio n o f Ally at any time o n
o r after February 15, 2016 at a redemptio n price equal to 100% o f the principal amo unt being redeemed, plus accrued and unpaid
interest thro ug h the date o f redemptio n. The Series 2 Trust Preferred Securities may also be redeemed, in who le o r in part, at any
time if certain chang es in tax o r investment co mpany law o r interpretatio ns o ccur and certain o ther co nditio ns are satisfied at a
redemptio n price equal to 100% o f the liquidatio n amo unt being redeemed, plus accrued and unpaid distributio ns thro ug h the date
o f redemptio n. Under current rules and reg ulatio ns, Ally wo uld need the appro val o f the Bo ard o f Go verno rs o f the Federal Reserve
System to redeem the Series 2 Debentures prio r to the maturity o f the Series 2 Debentures. See Risk Facto rs Yo u sho uld no t
rely o n the distributio ns fro m the Trust Preferred Securities thro ug h their maturity date they may be redeemed at any time if
certain chang es in tax o r investment co mpany law o ccur and Descriptio n o f the Series 2 Trust Preferred Securities Special
Event Redemptio n in the acco mpanying pro spectus.

Ally will no t have the rig ht prio r to February 15, 2016 to redeem the Series 2 Debentures as a result o f chang es in bank
reg ulato ry law o r interpretatio n.

Series 2 must redeem all o f the o utstanding Series 2 Trust Preferred Securities no later than February 15, 204 0.

S-2
Table of Cont ent s

What Is Allys Guarantee o f the Series 2 T rust Preferred Securities?

Pursuant to certain amended and restated g uarantee ag reements (the Amended and Restated Guarantee Ag reements), Ally
will pro vide fo r full and unco nditio nal g uarantees, o n a subo rdinated basis, fo r the benefit o f the ho lders o f the respective series o f
trust preferred securities, o f the payment o f certain amo unts due o n that series o f trust preferred securities to the extent no t paid
by o r o n behalf o f such series (the Guarantees).

Allys Guarantee o f the Series 2 Trust Preferred Securities co nsists o f its o blig atio ns to make the fo llo wing payments due o n
the Series 2 Trust Preferred Securities, to the extent that Series 2 has no t made such payments:
any accrued and unpaid distributio ns that are required to be paid o n the Series 2 Trust Preferred Securities;
the redemptio n price o f $25 per Series 2 Trust Preferred Security, plus all accrued and unpaid distributio ns to the date o f
redemptio n, relating to any Series 2 Trust Preferred Securities called fo r redemptio n; and
the lesser o f the liquidatio n distributio n fo r Series 2 Trust Preferred Securities and the value o f assets o f Series 2
remaining available fo r distributio n to ho lders o f Series 2 Trust Preferred Securities after the satisfactio n o f certain
liabilities to credito rs o f Series 2, as required by law. upo n disso lutio n, winding -up o r terminatio n o f Series 2.

Ally has irrevo cably g uaranteed that if Series 2 has funds available but, fo r any reaso n, Series 2 do es no t make the distributio n
o r redemptio n payment to the ho lders o f the Series 2 Trust Preferred Securities, then Ally will make the payments directly to the
ho lders o f the Series 2 Trust Preferred Securities. The Guarantee do es no t co ver payments when Series 2 do es no t have sufficient
funds available to make payments o n the Series 2 Trust Preferred Securities.

Allys o blig atio ns under the Guarantees are subo rdinated as described in Descriptio n o f the Guarantees in the acco mpanying
pro spectus.

What Is the Anticipated U.S. Federal Inco me T ax T reatment o f the Series 2 T rust Preferred Securities?
Based o n the advice o f co unsel, Davis Po lk & Wardwell LLP, the Trust intends to treat (i) each series as a separate entity, and
(ii) Series 2 as a g ranto r trust, in each case fo r U.S. federal inco me tax purpo ses. By purchasing a Series 2 Trust Preferred Security,
a ho lder is deemed to ag ree to the fo reg o ing treatment. Under this treatment, fo r U.S. federal inco me tax purpo ses, a ho lder will
be treated as o wning an undivided beneficial interest in the Series 2 Debentures. Ho wever, the treatment o f the Trust and Series 2 is
uncertain, and the Trust o r Series 2 co uld be treated as a partnership fo r U.S. federal inco me tax purpo ses. If the Trust o r Series 2
were treated as a partnership, we do no t expect that such treatment wo uld materially chang e a ho lders U.S. federal inco me tax
treatment with respect to the Series 2 Trust Preferred Securities, except that a ho lder mig ht no t be able to make certain electio ns
that wo uld be available if the Trust o r Series 2 were no t treated as a partnership. See United States Federal Inco me Tax
Co nsideratio ns Classificatio n o f the Trust o n pag e S-4 1 o f this pro spectus supplement.

In co nnectio n with the issuance o f the Series 2 Trust Preferred Securities, Davis Po lk & Wardwell LLP, special tax co unsel to
Ally, will render its o pinio n that, while there is no autho rity directly o n po int and the issue is no t free fro m do ubt, the Series 2
Debentures will be treated fo r U.S. federal inco me tax purpo ses as indebtedness o f Ally. This o pinio n is subject to certain
custo mary co nditio ns. By investing in the Series 2 Trust Preferred Securities, each beneficial o wner o f Series 2 Trust Preferred
Securities ag rees to treat the Series 2 Debentures as indebtedness fo r U.S. federal inco me tax purpo ses. See United States
Federal Inco me Tax Co nsideratio ns Classificatio n o f the Series 2 Debentures o n pag e S-4 1 o f this pro spectus supplement.

S-3
Table of Cont ent s

Based o n the fo reg o ing and Allys belief that the likeliho o d o f its exercising its o ptio n to defer interest payments is remo te
within the meaning o f applicable Treasury reg ulatio ns, interest payments o n the Series 2 Debentures sho uld be taxable to United
States ho lders as o rdinary interest inco me at the time that such payments are accrued o r are received (in acco rdance with such
ho lders metho d o f tax acco unting ). If the likeliho o d o f Ally exercising its o ptio n to defer interest payments was determined no t to
be remo te, o r if a deferral o f an interest payment o ccurred, United States ho lders wo uld be required to accrue o rdinary inco me
fo r U.S. federal inco me tax purpo ses with respect to the Series 2 Debentures, in the fo rm o f o rig inal issue disco unt, even tho ug h
cash distributio ns may be deferred and even tho ug h such ho lders may be cash-basis taxpayers. See United States Federal Inco me
Tax Co nsideratio ns o n pag e S-4 1 o f this pro spectus supplement.

When Co uld the Series 2 Debentures Be Distributed to Yo u?

Ally has the rig ht to disso lve Series 2 at any time, subject to any required appro val o f the Bo ard o f Go verno rs o f the Federal
Reserve o r the g o vernmental ag ency with primary o versig ht o f reg ulato ry capital fo r Ally (the Capital Reg ulato r). If Ally
terminates Series 2 and do es no t cause the Series 2 Trust Preferred Securities to be redeemed fo r cash, Series 2 will redeem the
Series 2 Trust Preferred Securities by distributing the Series 2 Debentures to ho lders o f the Series 2 Trust Preferred Securities and
the Series 2 Co mmo n Securities o n a ratable basis.

Will the Series 2 T rust Preferred Securities be Listed o n a Sto ck Exchang e?

The Series 2 Trust Preferred Securities have been appro ved fo r listing o n the NYSE under the trading symbo l ALLY PRA,
subject to no tice o f issuance. The Series 2 Trust Preferred Securities are expected to beg in trading o n the NYSE within 30 days
after they are first issued.

Will Ho lders o f the Series 2 T rust Preferred Securities Have Any Vo ting Rig hts?
Generally, the ho lders o f the Series 2 Trust Preferred Securities will no t have any vo ting rig hts. See Descriptio n o f the Series
2 Trust Preferred Securities Vo ting Rig hts in the acco mpanying pro spectus.

Ho w Will the Series 2 Debentures Rank?

Allys o blig atio ns under the Series 2 Debentures and the g uarantee rank junio r to all o f Allys senio r indebtedness (as defined in
Descriptio n o f the Series 2 Debentures in the acco mpanying pro spectus). This means that Ally canno t make any payments o n the
Series 2 Debentures o r the Guarantee if it defaults o n a payment o f senio r indebtedness and do es no t cure the default within the
applicable g race perio d o r if the senio r indebtedness beco mes immediately due because o f a default and has no t yet been paid in
full. In additio n, Allys o blig atio ns under the Series 2 Debentures and the Guarantee are structurally subo rdinated to all existing and
future liabilities o f Allys subsidiaries.

Are T here Any ERISA Co nsequences?

An emplo yee benefit plan subject to the Emplo yee Retirement Inco me Security Act o f 1974 , as amended, co mmo nly
referred to as ERISA, o r a plan o r acco unt to which Sectio n 4 975 o f the Internal Revenue Co de o f 1986, as amended, o r the Co de,
applies o r any entity who se underlying assets include the assets o f any such plan o r acco unt will be permitted to purchase, ho ld o r
dispo se o f the securities o nly subject to the co nditio ns described in Benefit Plan Investo r Co nsideratio ns beg inning o n pag e S-
4 7 o f this pro spectus supplement. Purchases by g o vernmental and o ther plans subject to any substantially similar law will also be
subject to similar co nditio ns. Please refer to Benefit Plan Investo r Co nsideratio ns o n pag e S-4 7 o f this pro spectus supplement
fo r further info rmatio n.

S-4
Table of Cont ent s

In What Fo rm Will the Series 2 T rust Preferred Securities in this Offering Be Issued?
The Series 2 Trust Preferred Securities will be represented by o ne o r mo re g lo bal securities that will be depo sited with and
reg istered in the name o f The Depo sito ry Trust Co mpany o r its no minee. This means that yo u will no t receive a certificate fo r yo ur
Series 2 Trust Preferred Securities and that yo ur bro ker will maintain yo ur po sitio n in the Series 2 Trust Preferred Securities. Ally
and the Selling Securityho lder expect that the Series 2 Trust Preferred Securities will be ready fo r delivery in bo o k-entry fo rm o nly
thro ug h DTC, Clearstream and Euro clear o n o r abo ut March 7, 2011.

S-5
Table of Cont ent s

RAT IO OF EARNINGS T O FIXED CHARGES AND

RAT IO OF EARNINGS T O FIXED CHARGES
INCLUDING PREFERRED ST OCK DIVIDENDS

The fo llo wing table sho ws (1) the co nso lidated ratio o f earning s to fixed charg es and (2) the co nso lidated ratio o f earning s to
fixed charg es including preferred sto ck dividends o f Ally fo r each o f the five mo st recent fiscal years.
Ye a r e nde d De c e mbe r 3 1,
2 0 10
($ in millions) (a ) 2 0 0 9 (a ) 2 0 0 8 (a ) 2 0 0 7 (a ) 2 0 0 6 (a )
Earning s
Co nso lidated net inco me (lo ss) fro m co ntinuing o peratio ns $1,026 $(7,033) $ 4 ,873 $ (1,918) $ 1,84 0
Inco me tax expense (benefit) fro m co ntinuing o peratio ns 153 74 (136) 4 96 22
Equity-metho d investee distributio n 111 65 651
Equity-metho d investee (lo sses) earning s (57) (10) 533 5 (512)
Mino rity interest expense 1 1 1 2 9
Co nso lidated inco me (lo ss) fro m co ntinuing o peratio ns befo re
inco me taxes, mino rity interest, and inco me o r lo ss fro m equity
investees 1,123 (6,968) 5,382 (1,350) 2,010
Fixed charg es 6,915 7,202 10,218 13,725 14 ,705
Earning s available fo r fixed charg es $8,038 $ 234 $15,600 $12,375 $ 16,715
Fixed charg es
Interest, disco unt, and issuance expense o n debt $6,883 $ 7166 $10,166 $13,665 $14 ,639
Po rtio n o f rentals representative o f the interest facto r 32 36 52 60 66
To tal fixed charg es 6,915 7,202 10,218 13,725 14 ,705
Preferred dividend requirements 2,138 1,224 192 22
To tal fixed charg es and preferred dividend requirements $9,053 $ 8,4 26 $10,218 $13,917 $14 ,727
Ratio o f earning s to fixed charg es (b) 1.16 0.03 1.53 0.90 1.14
Ratio o f earning s to fixed charg es and preferred dividend
requirements (c) 0.89 0.03 1.53 0.89 1.13

(a) During 2009, we co mmitted to sell certain o peratio ns o f o ur Internatio nal Auto mo tive Finance o peratio ns, Insurance o peratio ns,
Mo rtg ag e o peratio ns, and Co mmercial Finance Gro up. We repo rt these businesses separately as disco ntinued o peratio ns in the
Co nso lidated Financial Statements. Refer to No te 2 to the Co nso lidated Financial Statements fo r further discussio n o f o ur
disco ntinued o peratio ns. All repo rted perio ds o f the calculatio n o f the ratio o f earning s to fixed charg es exclude disco ntinued
o peratio ns.
(b) The ratio calculatio n indicates a less than o ne-to -o ne co verag e fo r the years ended December 31, 2009 and 2007. Earning s
available fo r fixed charg es fo r the years ended December 31, 2009 and 2007, were inadequate to co ver to tal fixed charg es. The
deficient amo unt fo r the ratio were $6,968 millio n fo r 2009 and $1,350 millio n fo r 2007.
(c) The ratio calculatio n indicates a less than o ne-to -o ne co verag e fo r the years ended December 31, 2010, 2009 and 2007. Earning s
available fo r fixed charg es fo r the years ended December 31, 2010, 2009 and 2007, were inadequate to co ver to tal fixed
charg es. The deficient amo unt fo r the ratio was $1,015 millio n fo r 2010, $8,192 millio n fo r 2009 and $1,54 2 millio n fo r 2007.

S-6
Table of Cont ent s

WHERE YOU CAN FIND MORE INFORMAT ION

Ally and the Trust have filed a Reg istratio n Statement o n Fo rm S-3 (as amended, the Reg istratio n Statement o n Fo rm S-3) under
the Securities Act o f 1933, as amended (the Securities Act) with the SEC with respect to the securities being o ffered pursuant to this
pro spectus supplement. This pro spectus supplement o mits certain info rmatio n co ntained in the Reg istratio n Statement o n Fo rm S-3, as
permitted by the SEC. Refer to the Reg istratio n Statement o n Fo rm S-3, including the exhibits, fo r further info rmatio n abo ut Ally, the
Trust and the securities being o ffered pursuant to this pro spectus supplement. Statements in the acco mpanying pro spectus reg arding
the pro visio ns o f do cuments filed with, o r inco rpo rated by reference in, the Reg istratio n Statement o n Fo rm S-3 are no t necessarily
co mplete and each statement is qualified in all respects by that reference. Co pies o f all o r any part o f the Reg istratio n Statement o n
Fo rm S-3 including the do cuments inco rpo rated by reference herein o r the exhibits, may be o btained upo n payment o f the prescribed
rates at the o ffices o f the SEC listed belo w and thro ug h the SECs website.

Ally files annual, quarterly and current repo rts, pro xy statements and o ther info rmatio n with the SEC. Yo u may read and co py any
do cument Ally files at the SECs public reference ro o m at 100 F Street, N.E., Washing to n, D.C. 2054 9. Yo u can also request co pies o f
these do cuments, upo n payment o f a duplicating fee, by writing to the Public Reference Sectio n o f the SEC. Please call the SEC at 1-
800-SEC-0330 fo r further info rmatio n o n the public reference ro o m. These SEC filing s are also available to the public fro m the SECs
web site at http://www.sec.g o v.

The SEC allo ws Ally to inco rpo rate by reference the info rmatio n it files with the SEC, which means that it can disclo se impo rtant
info rmatio n to yo u by referring yo u to tho se do cuments. The info rmatio n inco rpo rated by reference herein is co nsidered to be part o f
this pro spectus supplement. Info rmatio n that Ally files with the SEC will auto matically update the info rmatio n in this pro spectus
supplement. In all cases, yo u sho uld rely o n the later info rmatio n o ver different info rmatio n included in this pro spectus supplement. Ally
inco rpo rates by reference the do cuments listed belo w:
Annual Repo rt o n Fo rm 10-K fo r the fiscal year ended December 31, 2010; and
Current Repo rts o n Fo rm 8-K filed o n January 14 , 2011, February 11, 2011 and February 28, 2011.

All do cuments Ally files pursuant to Sectio n 13(a), 13(c), 14 o r 15(d) o f the Exchang e Act o f 1934 , as amended (the Exchang e
Act) after the date o f this pro spectus supplement and befo re the co mpletio n o f the o ffering o f the securities described in this
pro spectus supplement shall also be inco rpo rated by reference in this pro spectus supplement fro m the date o f filing o f such
do cuments. In no event, ho wever, will any o f the info rmatio n that Ally furnishes to , pursuant to Item 2.02 o r Item 7.01 o f any Current
Repo rt o n Fo rm 8-K (including exhibits related thereto ) o r o ther applicable SEC rules, rather than files with, the SEC be inco rpo rated by
reference o r o therwise be included herein, unless such info rmatio n is expressly inco rpo rated herein by a reference in such furnished
Current Repo rt o n Fo rm 8-K o r o ther furnished do cument.

Yo u may also o btain a co py o f any o r all o f the do cuments referred to abo ve that may have been o r may be inco rpo rated by
reference into this pro spectus supplement (excluding certain exhibits to the do cuments) at no co st to yo u by writing o r telepho ning us
at the fo llo wing address and telepho ne number:

Ally Financial Inc.

Attentio n: Investo r Relatio ns
4 4 0 So uth Church Street, 14 th Flo o r
Charlo tte, No rth Caro lina 28202
Tel: (866) 710-4 623

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Table of Cont ent s

FORWARD- LOOKING ST AT EMENT S

This pro spectus supplement co ntains o r inco rpo rates by reference do cuments co ntaining vario us fo rward-lo o king statements
within the meaning o f applicable federal securities laws, including the Private Securities Litig atio n Refo rm Act o f 1995, that are based
upo n o ur current expectatio ns and assumptio ns co ncerning future events, which are subject to a number o f risks and uncertainties that
co uld cause actual results to differ materially fro m tho se anticipated.

The wo rds expect, anticipate, estimate, fo recast, initiative, o bjective, plan, g o al, pro ject, o utlo o k,
prio rities, targ et, intend, evaluate, pursue, seek, may, wo uld, co uld, sho uld, believe, po tential, co ntinue, o r
the neg ative o f any o f tho se wo rds o r similar expressio ns is intended to identify fo rward-lo o king statements. All statements co ntained
in o r inco rpo rated by reference into this pro spectus supplement, o ther than statements o f histo rical fact, including , witho ut limitatio n,
statements abo ut o ur plans, strateg ies, pro spects and expectatio ns reg arding future events and o ur financial perfo rmance, are fo rward-
lo o king statements that invo lve certain risks and uncertainties.

While these statements represent o ur current judg ment o n what the future may ho ld, and we believe these judg ments are
reaso nable, these statements are no t g uarantees o f any events o r financial results, and o ur actual results may differ materially due to
numero us impo rtant facto rs that are described in Item 1A o f o ur Annual Repo rt o n Fo rm 10-K fo r the fiscal year ended December 31,
2010, as updated by o ur subsequent Annual Repo rts o n 10-K, Quarterly Repo rts o n Fo rm 10-Q, Current Repo rts o n Fo rm 8-K and the
o ther do cuments specifically inco rpo rated by reference herein. See Where Yo u Can Find Mo re Info rmatio n. Many o f these risks,
uncertainties and assumptio ns are beyo nd o ur co ntro l, and may cause o ur actual results and perfo rmance to differ materially fro m o ur
expectatio ns. Acco rding ly, yo u sho uld no t place undue reliance o n the fo rward-lo o king statements co ntained o r inco rpo rated by
reference in this pro spectus supplement. These fo rward-lo o king statements speak o nly as o f the date o f this pro spectus supplement.
We undertake no o blig atio n to update publicly o r o therwise revise any fo rward-lo o king statements, except where expressly required by
law.

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Table of Cont ent s

ALLY FINANCIAL INC.

Ally (fo rmerly kno wn as GMAC Inc.) was o rig inally fo unded in 1919 as a who lly-o wned subsidiary o f General Mo to rs Co rpo ratio n
(currently General Mo to rs Co mpany o r GM). We became a bank ho lding co mpany o n December 24 , 2008, under the Bank Ho lding
Co mpany Act o f 1956, as amended. Our banking subsidiary, Ally Bank, is an indirect who lly o wned subsidiary o f Ally Financial Inc. Our
principal executive o ffices are lo cated at 200 Renaissance Center, Detro it, Michig an 4 8265, and o ur telepho ne number is (866) 710-
4 623.

Our Business
Glo bal Auto mo tive Services and Mo rtg ag e are o ur primary lines o f business.

Global Automotive Services

Our Glo bal Auto mo tive Services o peratio ns o ffer a wide rang e o f financial services and insurance pro ducts to o ver 18,000
auto mo tive dealerships and their retail custo mers. We have deep dealer relatio nships that have been built o ver o ur 90-year histo ry and
o ur dealer-fo cused business mo del enco urag es dealers to use o ur bro ad rang e o f pro ducts thro ug h incentive pro g rams like o ur Dealer
Rewards pro g ram, which rewards individual dealers based o n the depth and breadth o f o ur relatio nship. Our auto mo tive finance services
include pro viding retail installment sales co ntracts, lo ans, and leases, o ffering term lo ans to dealers, financing dealer flo o rplans and
o ther lines o f credit to dealers, fleet leasing , and vehicle remarketing services. We also o ffer vehicle service co ntracts and
co mmercial insurance primarily co vering dealers who lesale vehicle invento ries in the United States and internatio nally. We are a leading
pro vider o f vehicle service co ntracts with mechanical breakdo wn and maintenance co verag es.

We have sig nificantly streamlined o ur internatio nal presence in recent years to fo cus o n strateg ic o peratio ns and impro ve financial
perfo rmance. Our Internatio nal Auto mo tive Finance o peratio ns will fo cus the majo rity o f o rig inatio ns in five co re internatio nal markets:
Germany, the United King do m, Brazil, Mexico , and o ur jo int venture in China.

A sig nificant po rtio n o f o ur Glo bal Auto mo tive Services business is co nducted with o r thro ug h GM- and Chrysler Gro up LLC
(Chrysler)-franchised dealers and their custo mers.

On No vember 30, 2006, we entered into an ag reement with GM that, subject to certain co nditio ns and limitatio ns, whenever GM
o ffers vehicle financing and leasing incentives to custo mers, it wo uld do so exclusively thro ug h Ally. Mo st recently, this ag reement
was mo dified o n May 22, 2009. As a result o f these mo dificatio ns: (1) thro ug h December 31, 2010, GM co uld o ffer retail financing
incentive pro g rams thro ug h a third-party financing so urce under certain specified circumstances and, in so me cases, subject to the
limitatio n that pricing o ffered by the third party meets certain restrictio ns, and after December 31, 2010, GM can o ffer any incentive
pro g rams o n a g raduated basis thro ug h third parties o n a no nexclusive, side-by-side basis with Ally pro vided that the pricing o f the third
parties meets certain requirements; (2) Ally will have no o blig atio n to pro vide o perating lease financing pro ducts; and (3) Ally will have
no targ ets ag ainst which it co uld be assessed penalties. The mo dified ag reement will expire o n December 31, 2013. A primary
o bjective o f Ally under the ag reement co ntinues to be suppo rting distributio n and marketing o f GM pro ducts.

On Aug ust 6, 2010, we entered into an ag reement with Chrysler (which replaced a term sheet that was o rig inally effective o n
April 30, 2009) to make available auto mo tive financing pro ducts and services to Chrysler dealers and custo mers. We are Chryslers
preferred pro vider o f new who lesale financing fo r dealer invento ry in the United States, Canada, and Mexico , alo ng with o ther
internatio nal markets upo n the mutual ag reement o f the parties. We pro vide dealer financing and services and retail financing to qualified
Chrysler dealers and custo mers

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Table of Cont ent s

as we deem appro priate acco rding to o ur credit po licies and in o ur so le discretio n. Chrysler is o blig ated to pro vide us with certain
exclusivity privileg es including the use o f Ally fo r desig nated minimum thresho ld percentag es o f certain Chrysler retail financing
subventio n pro g rams. The ag reement extends thro ug h April 30, 2013, with auto matic o ne-year renewals unless either we o r Chrysler
pro vides sufficient no tice o f no nrenewal. During 2010, Chrysler also selected Ally to be the preferred financing pro vider fo r Fiat
vehicles in the United States. Under this ag reement, o ur No rth American Auto mo tive Finance o peratio ns will o ffer retail financing ,
leasing , who lesale financing , wo rking capital and facility lo ans, and remarketing services fo r Fiat vehicles in the United States.

In 2010, we also further diversified o ur Glo bal Auto mo tive Services custo mer base by establishing ag reements with o ther
manufacturers. In March 2010, we were selected by Spyker Cars N.V., which purchased Saab Auto mo bile fro m GM, as the preferred
so urce o f who lesale and retail financing fo r qualified Saab dealers and custo mers in No rth America and internatio nally. Additio nally, in
No vember 2010, we were selected as the reco mmended pro vider o f finance and insurance pro ducts and services fo r Saab dealerships
in the United States. In April 2010, we were selected by Tho r Industries, Inc. (Tho r) as the preferred financial pro vider fo r its
recreatio nal vehicles. Tho r is the wo rlds larg est manufacturer o f recreatio n vehicles, including brands such as Damo n, Fo ur Winds,
Airstream, Dutchmen, Ko mfo rt, Breckenridg e, Cro ssRo ads, General Co ach, and Keysto ne RV.

Mortgage
Our Orig inatio n and Servicing o peratio ns is o ne o f the leading o rig inato rs o f co nfo rming and g o vernment-insured residential
mo rtg ag e lo ans in the United States. We also o rig inate and purchase hig h-quality g o vernment-insured residential mo rtg ag e lo ans in
Canada. We are o ne o f the larg est residential mo rtg ag e lo an servicers in the United States and we pro vide co llateralized lines o f credit
to o ther mo rtg ag e o rig inato rs, which we refer to as wareho use lending . We finance o ur mo rtg ag e lo an o rig inatio ns primarily in Ally
Bank in the United States and in ResMo r Trust in Canada.

Our Leg acy Po rtfo lio and Other o peratio ns primarily co nsists o f lo ans o rig inated prio r to January 1, 2009, and includes no nco re
business activities including disco ntinued o peratio ns, po rtfo lio s in runo ff, and cash held in the ResCap leg al entity.

Corporate and Other

Our Co mmercial Finance Gro up is included within o ur Co rpo rate and Other seg ment. Our Co mmercial Finance Gro up pro vides
senio r secured co mmercial lending pro ducts to small and medium sized businesses primarily in the United States. Co rpo rate and Other
also includes certain equity investments, the amo rtizatio n o f the disco unt asso ciated with new debt issuances and bo nd exchang es,
mo st no tably fro m the December 2008 bo nd exchang e, as well as the residual impacts o f o ur co rpo rate funds-transfer-pricing (FTP)
and treasury asset liability manag ement (ALM) activities.

Ally Bank
Ally Bank, o ur direct banking platfo rm, pro vides o ur Auto mo tive Finance and Mo rtg ag e o peratio ns with a stable, lo w-co st funding
so urce and facilitates prudent asset g ro wth. Ally Bank funded 64 % o f o ur U.S. retail auto mo tive lo ans in the fo urth quarter o f 2010. Ally
Bank raises depo sits directly fro m custo mers o ver the internet and by telepho ne, referred to as direct banking . Ally Bank has quickly
beco me a leader in o nline banking with o ur reco g nizable brand, accessible 24 /7 custo mer service, and a full spectrum o f co mpetitively
priced pro ducts. We have attempted to disting uish Ally Bank with o ur Talk Straig ht, Do Rig ht, Be Obvio usly Better branding and
pro ducts that are Easy to Use with No Fine Print, Hidden Fees, Rules, o r Penalties. Our pro ducts and custo mer experience have
earned to p ho no rs fro m Mo ney Mag azine, Kipling ers Perso nal Finance Mag azine, and Chang e Sciences Gro up.

S-10
Table of Cont ent s

SELLING SECURIT YHOLDER

The United States Department o f the Treasury ( Treasury o r the Selling Securityho lder) acquired the Series 2 Trust Preferred
Securities o ffered by this pro spectus supplement fro m Ally in co nnectio n with Allys participatio n in the Tro ubled Asset Relief Pro g ram
(TARP). TARP was established pursuant to the Emerg ency Eco no mic Stabilizatio n Act o f 2008, as amended (EESA), which was
enacted into law o n Octo ber 3, 2008 in respo nse to the financial crisis. See Summary Securities Being Offered The Trust
Preferred Securities in the acco mpanying pro spectus.

Allys relatio nship with Treasury includes, amo ng o ther thing s, (i) the transactio ns and arrang ements entered into in co nnectio n
with Treasurys acquisitio n o f Trust Preferred Securities fro m the Trust and Ally; (ii) the transactio ns and arrang ements entered into in
co nnectio n with Treasurys acquisitio n o f appro ximately $11.4 billio n in ag g reg ate liquidatio n preference o f o ur Fixed Rate Cumulative
Mandato rily Co nvertible Preferred Sto ck, Series F-2 and the recent co nversio n o f 110,000,000 shares o f Allys Fixed Rate Cumulative
Mandato rily Co nvertible Preferred Sto ck, Series F-2 into 531,850 shares o f Allys co mmo n sto ck; (iii) the arrang ements established by
the Amended and Restated Go vernance Ag reement, dated as o f May 21, 2009, by and amo ng Ally, Treasury and Allys o ther co mmo n
sto ckho lders (the Go vernance Ag reement); (iv) the Master Transactio n Ag reement entered into amo ng Ally, Treasury, Chrysler and
U.S. Dealer Auto mo tive Receivables Transitio n LLC o n May 21, 2009, in co nnectio n with the Master Auto mo tive Financing Ag reement
between Ally and Chrysler; and (v) Treasurys o wnership o f appro ximately 73.8% o f Allys o utstanding co mmo n sto ck.

Allys o peratio ns are reg ulated by vario us U.S. g o vernmental autho rities, including in certain respects, by Treasury. Additio nally,
as o f February 25, 2011, Treasury held 981,971 shares o f Allys co mmo n sto ck, 118,750,000 shares o f Fixed Rate Cumulative
Mandato rily Co nvertible Preferred Sto ck, Series F-2 and 2,667,000 8.0% Trust Preferred Securities. As part o f the amendment to the
GMAC Capital Trust I, Ally paid a $28,170,000 o ne-time, no n-refundable distributio n fee, which was calculated to equal all disco unts,
underwriting co mmissio ns, transfer taxes and transactio n fees applicable to the sale o f the Series 2 Trust Preferred Securities. Treasury
and Ally are also parties to certain ag reements.

The fo llo wing descriptio n o f the Selling Securityho lder was pro vided by Treasury and derived fro m Treasurys website. Treasury
is the executive ag ency o f the U.S. g o vernment respo nsible fo r pro mo ting eco no mic pro sperity and ensuring the financial security o f
the United States. Treasury is respo nsible fo r a wide rang e o f activities, such as advising the President o n eco no mic and financial
issues, enco urag ing sustainable eco no mic g ro wth and fo stering impro ved g o vernance in financial institutio ns. Treasury o perates and
maintains systems that are critical to the natio ns financial infrastructure, such as the pro ductio n o f co in and currency, the disbursement
o f payments to the American public, revenue co llectio n and the bo rro wing o f funds necessary to run the federal g o vernment. Treasury
wo rks with o ther federal ag encies, fo reig n g o vernments and internatio nal financial institutio ns to enco urag e g lo bal eco no mic g ro wth,
raise standards o f living and, to the extent po ssible, predict and prevent eco no mic and financial crises. Treasury also perfo rms a critical
and far-reaching ro le in enhancing natio nal security by implementing eco no mic sanctio ns ag ainst fo reig n threats to the United States,
identifying and targ eting the financial suppo rt netwo rks o f natio nal security threats and impro ving the safeg uards o f o ur financial
systems. In additio n, under EESA, Treasury was g iven certain autho rity and facilities to resto re the liquidity and stability o f the financial
system.

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Table of Cont ent s

The fo llo wing table pro vides info rmatio n reg arding the beneficial o wnership o f the Series 2 Trust Preferred Securities by the
Selling Securityho lder, as o f the date hereo f. The number o f Series 2 Trust Preferred Securities set fo rth in the table belo w represents
all the Series 2 Trust Preferred Securities o wned by the Selling Securityho lder.
Numbe r o f S e rie s 2 Numbe r o f S e rie s 2
T rus t Pre fe rre d Numbe r o f S e rie s 2 T rus t Pre fe rre d
S e c uritie s B e ne fic ia lly T rus t Pre fe rre d S e c uritie s B e ne fic ia lly
O wne d Prio r to the S e c uritie s B e ing O wne d Afte r the
S e lling S e c urity ho lde r O ffe ring O ffe re d O ffe ring
United States Department o f the Treasury 106,680,000 106,680,000 0

Go vernmental Immunity
The do ctrine o f so vereig n immunity, as limited by the Federal To rt Claims Act, as amended (the FTCA), pro vides that claims
may no t be bro ug ht ag ainst the United States o r any ag ency o r instrumentality thereo f unless specifically permitted by act o f Co ng ress.
The FTCA bars claims fo r fraud o r misrepresentatio n. The co urts have held, in cases invo lving federal ag encies and instrumentalities,
that the United States may assert its so vereig n immunity to claims bro ug ht under the federal securities laws. Thus, any attempt to assert
a claim ag ainst Treasury alleg ing a vio latio n o f the federal securities laws, including the Securities Act and the Exchang e Act, resulting
fro m an alleg ed material misstatement in o r material o missio n fro m this pro spectus supplement o r the Reg istratio n Statement o n Fo rm
S-3 o f which this pro spectus is a part, o r any o ther act o r o missio n in co nnectio n with the o ffering by Treasury to which this pro spectus
relates, likely wo uld be barred. In additio n, Treasury has advised us that Treasury and its members, o fficers, ag ents and emplo yees are
exempt fro m liability fo r any vio latio n o r alleg ed vio latio n o f the anti-fraud pro visio ns o f Sectio n 10(b) o f the Exchang e Act by virtue
o f Sectio n 3(c) thereo f. Acco rding ly, any attempt to assert such a claim ag ainst the members, o fficers, ag ents o r emplo yees o f
Treasury fo r a vio latio n o f the Securities Act o r the Exchang e Act resulting fro m an alleg ed material misstatement in o r material
o missio n fro m this pro spectus supplement o r the Reg istratio n Statement o n Fo rm S-3 o f which this pro spectus supplement is a part o r
resulting fro m any o ther act o r o missio n in co nnectio n with the o ffering o f the Series 2 Trust Preferred Securities likely wo uld be
barred.

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Table of Cont ent s

USE OF PROCEEDS

Neither Ally no r the Trust will receive any pro ceeds fro m the sale o f the Series 2 Trust Preferred Securities by the Selling
Securityho lder.

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Table of Cont ent s

DESCRIPT ION OF T HE SERIES 2 T RUST PREFERRED SECURIT IES

The trust preferred securities and co mmo n securities o f Series 2 will be desig nated the 8.125% Fixed Rate/Flo ating Rate Trust
Preferred Securities, Series 2 (the Series 2 Trust Preferred Securities) and the 8.125% Fixed Rate/Flo ating Rate Co mmo n
Securities, Series 2 (the Series 2 Co mmo n Securities), respectively, pursuant to the Amended and Restated Declaratio n. The
institutio nal trustee fo r Series 2 under the Amended and Restated Declaratio n, The Bank o f New Yo rk Mello n, will act as indenture
trustee fo r Series 2 under the Amended and Restated Declaratio n, fo r purpo ses o f co mpliance with the pro visio ns o f the Trust
Indenture Act o f 1939, as amended (the Trust Indenture Act). The terms o f the Series 2 Trust Preferred Securities include tho se
stated in the Amended and Restated Declaratio n and tho se made part o f the Amended and Restated Declaratio n by the Trust Indenture
Act. The fo llo wing summary o f the material terms and pro visio ns o f the Series 2 Trust Preferred Securities is no t intended to be
co mplete and is qualified by the Amended and Restated Declaratio n, the Statuto ry Trust Act o f the State o f Delaware and the Trust
Indenture Act. Certain pro visio ns o f the Amended and Restated Declaratio n applicable to all series 2 securities, are described in this
pro spectus supplement o nly with respect to the Series 2 Trust Preferred Securities. The fo rm o f the Amended and Restated
Declaratio n is filed as an exhibit to the reg istratio n statement o f which this pro spectus is a part.

General
The Amended and Restated Declaratio n autho rizes the administrative trustees fo r Series 2 to act, o n behalf o f Series 2, with
respect to the Series 2 Co mmo n Securities and the Series 2 Trust Preferred Securities (co llectively, the series 2 securities, and
to g ether with the series 1 securities (as defined belo w), the trust securities). The series 2 securities represent undivided beneficial
interests in Allys 8.125% Fixed Rate/Flo ating Rate Junio r Subo rdinated Deferrable Interest Debentures due 204 0 (the Series 2
Debentures), which will be the o nly assets desig nated to Series 2. All o f the Series 2 Co mmo n Securities are o wned by Ally. The
Series 2 Co mmo n Securities rank equally, and payments will be made o n the Series 2 Co mmo n Securities o n a ratable basis, with the
Series 2 Trust Preferred Securities. If a default under the Amended and Restated Declaratio n applicable to Series 2 o ccurs and
co ntinues, ho wever, the rig hts o f the ho lders o f the Series 2 Co mmo n Securities to receive payment o f perio dic distributio ns and
payments upo n liquidatio n, redemptio n and o therwise will be subo rdinated to the rig hts o f the ho lders o f the Series 2 Trust Preferred
Securities.

The Series 1 Debentures are the o nly assets desig nated to series 1 o f the Trust (Series 1). The 8.0% Trust Preferred Securities,
Series 1 o f the Trust (the Series 1 Trust Preferred Securities) and the 8.0% Co mmo n Securities, Series 1 (the Series 1 Co mmo n
Securities and, to g ether with the Series 1 Trust Preferred Securities, the series 1 securities) represent undivided beneficial interests
in the Series 1 Debentures.

Pursuant to the Amended and Restated Declaratio n, the institutio nal trustee fo r Series 2 ho lds title to the Series 2 Debentures fo r
the benefit o f the ho lders o f the series 2 securities. The payment o f distributio ns o ut o f mo ney held by Series 2 with respect to the
Series 2 Trust Preferred Securities, and payments upo n redemptio n o f the Series 2 Trust Preferred Securities o r liquidatio n o f Series 2
o ut o f mo ney held by Series 2 with respect to the Series 2 Trust Preferred Securities, are g uaranteed by Ally to the extent described
under Descriptio n o f the Guarantees. The Series 2 Guarantee is held by The Bank o f New Yo rk Mello n, the g uarantee trustee fo r the
Series 2 Guarantee, fo r the benefit o f the ho lders o f the Series 2 Trust Preferred Securities. The Series 2 Guarantee do es no t co ver
payment o f distributio ns when Series 2 do es no t have sufficient funds available to pay such distributio ns. In such event, the remedy o f a
ho lder o f Series 2 Trust Preferred Securities is to :
vo te to direct the institutio nal trustee fo r Series 2 to exercise any trust o r po wer under the Amended and Restated
Declaratio n, including the enfo rcement o f the institutio nal trustees rig hts under the Series 2 Debentures; o r
if the failure o f Series 2 to pay distributio ns is attributable to the failure o f Ally to pay interest o r principal o n the Series 2
Debentures, sue Ally, o n o r after the respective due dates specified in the Series 2 Debentures, fo r enfo rcement o f payment
to such ho lder o f the principal o r interest o n the Series 2 Debentures having a principal amo unt equal to the ag g reg ate
liquidatio n amo unt o f the Series 2 Trust Preferred Securities o f such ho lder.

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Table of Cont ent s

Distributio ns
Distributio ns o n the Series 2 Trust Preferred Securities are payable o n the stated liquidatio n amo unt o f $25 per Series 2 Trust
Preferred Security as fo llo ws:
fro m March 7, 2011 to but excluding February 15, 2016, at an annual rate o f 8.125% payable quarterly in arrears o n
February 15, May 15, Aug ust 15 and No vember 15 o f each year, beg inning Aug ust 15, 2011; and
fro m and including February 15, 2016 to but excluding February 15, 204 0, at an annual rate equal to three-mo nth LIBOR plus
5.785% payable quarterly in arrears o n February 15, May 15, Aug ust 15 and No vember 15 o f each year, beg inning May 15,
2016.

Distributio ns accrued prio r to March 7, 2011 were paid to the Selling Securityho lder.

Distributio ns no t paid when due, o r when they wo uld be due if no t fo r any extensio n perio d o r default by Ally o n the Series 2
Debentures, will bear interest, co mpo unded quarterly at the applicable co upo n rate and witho ut reg ard fo r any extensio n perio d. When
this pro spectus refers to any payment o f distributio ns, distributio ns include any such interest payable unless o therwise stated. The
amo unt o f distributio ns accruing fro m March 7, 2011 to but excluding February 15, 2016 will be co mputed o n the basis o f a 360-day
year co nsisting o f twelve 30-day mo nths. The amo unt o f distributio ns accruing fro m and including February 15, 2016 to but excluding
February 15, 204 0 will be co mputed o n the basis o f a 360-day year and the actual number o f days elapsed.

Distributio ns o n the Series 2 Trust Preferred Securities are cumulative and will be made by the institutio nal trustee fo r Series 2,
except as o therwise described belo w, when, as and if available fo r payment.

The distributio n rate and the distributio n payment dates and o ther payment dates fo r the Series 2 Trust Preferred Securities
co rrespo nd to the interest rate and interest payment dates and o ther payment dates o n the Series 2 Debentures.

Deferral of Distributions. Ally has the rig ht under the Amended and Restated Indenture to defer interest payments o n the Series 2
Debentures fo r an extensio n perio d no t exceeding 20 co nsecutive quarters, subject to certain co nditio ns, during which no interest shall
be due and payable. A deferral o f interest payments canno t extend, ho wever, beyo nd the maturity o f the Series 2 Debentures. An
extensio n perio d beg ins in the quarter in which no tice o f the extensio n perio d is g iven. As a co nsequence o f Allys extensio n o f the
interest payment perio d, distributio ns o n the Series 2 Trust Preferred Securities wo uld be deferred during any such extended interest
payment perio d. During an extensio n perio d, the amo unt o f distributio ns due to ho lders o f Series 2 Trust Preferred Securities will
co ntinue to accumulate and such deferred distributio ns will themselves accrue interest to the extent and in the amo unt that interest
accrues and co mpo unds o n the underlying Series 2 Debentures.

In the event that Ally exercises its rig ht to extend an interest payment perio d, then:
(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:
(a) redemptio ns, purchases o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;
(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

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(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;
(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;
(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and
(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium o n, o r repay, repurchase o r redeem, any debt securities o r g uarantees issued by Ally that rank
equally with o r junio r to the Series 2 Debentures (Series 2 Junio r Subo rdinated Indebtedness, and to g ether with Series 1 Junio r
Subo rdinated Indebtedness, the Junio r Subo rdinated Indebtedness) o ther than:
(a) redemptio ns, purchases o r o ther acquisitio ns o f Junio r Subo rdinated Indebtedness in co nnectio n with the administratio n
o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;
(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;
(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Junio r Subo rdinated Indebtedness fo r any o ther class
o r series o f Junio r Subo rdinated Indebtedness;
(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and
(e) any payment o f interest o n Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 2 Debentures
such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but unpaid interest
per like-amo unt o f Series 2 Debentures and all Junio r Subo rdinated Indebtedness bear to each o ther.

These restrictio ns, ho wever, will no t apply (1) to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as
that o n which the dividend is being paid o r (2) dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-
o wned subsidiary o f Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally. Series 2 shall have the rig ht to make partial distributio ns
during an extensio n perio d if a co rrespo nding payment o f interest is made o n the Series 2 Debentures. Prio r to the terminatio n o f any
extensio n perio d, Ally may further extend such extensio n perio d, so lo ng as such extensio n perio d, to g ether with all such o ther
extensio n perio ds, do es no t exceed 20 co nsecutive quarters. An extensio n perio d canno t extend, ho wever, beyo nd the maturity o f the
Series 2 Debentures.

Upo n the terminatio n o f any extensio n perio d with respect to Series 2 and the payment o f all amo unts then due, Ally may
co mmence a new extensio n perio d with respect to the Series 2 Debentures, which must co mply with the abo ve requirements.
Co nsequently, there co uld be several extensio n perio ds o f varying leng ths thro ug ho ut the term o f the Series 2 Debentures. The
administrative trustees fo r Series 2 shall g ive the ho lders o f the Series 2 Trust Preferred Securities no tice o f any extensio n perio d upo n
their receipt o f no tice thereo f fro m Ally. If distributio ns are deferred, the deferred distributio ns and accrued interest o n such
distributio ns will be paid to ho lders o f reco rd o f the Series 2 Trust Preferred Securities as they appear o n the securities reg ister o f
Series 2 o n the reco rd date immediately preceding the terminatio n o f the related extensio n perio d. See Descriptio n o f the Series 2
Debentures Interest and Optio n to Extend Interest Payment Perio d.

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Payment of Distributions. Distributio ns o n the Series 2 Trust Preferred Securities are payable to the extent that Series 2 has funds
available fo r the payment o f such distributio ns. The funds o f Series 2 available fo r distributio n to the ho lders o f the Series 2 Trust
Preferred Securities are limited to payments received fro m Ally o n the Series 2 Debentures. The payment o f distributio ns o ut o f
mo nies held by Series 2 with respect to the Series 2 Trust Preferred Securities is g uaranteed by Ally o nly to the extent set fo rth under
Descriptio n o f the Guarantees. See also Descriptio n o f the Series 2 Debentures.

Distributio ns o n the Series 2 Trust Preferred Securities are payable to the ho lders named o n the securities reg ister o f Series 2 at
the clo se o f business o n the relevant reco rd dates. While the Series 2 Trust Preferred Securities are in definitive, fully-reg istered fo rm,
subject to the rules o f any securities exchang e o n which the Series 2 Trust Preferred Securities are listed, the relevant reco rd dates shall
be 15 days prio r to the relevant distributio n dates o r such o ther reco rd date fixed by the administrative trustee fo r Series 2 that is no t
mo re than 60 no r less than 10 days prio r to such relevant distributio n dates. If the Series 2 Trust Preferred Securities are in bo o k-entry
o nly fo rm, the reco rd date will be o ne business day befo re the relevant distributio n dates. Distributio ns will be paid thro ug h the
institutio nal trustee fo r Series 2 who will ho ld amo unts received in respect o f the Series 2 Debentures in the pro perty acco unt fo r the
benefit o f the ho lders o f the series 2 securities. Unless any applicable laws and reg ulatio ns and the pro visio ns o f the Amended and
Restated Declaratio n state o therwise, each such payment will be made as described under Fo rm o f Certificates belo w.

In the event that any date o n which distributio ns are to be made o n the Series 2 Trust Preferred Securities o n o r prio r to
February 15, 2016 is no t a business day, then payment o f the distributio ns payable o n such date will be made o n the next succeeding
day that is a business day, and witho ut any interest o r o ther payment in respect o f any such delay. If any date o n which distributio ns are
to be made o n the Series 2 Trust Preferred Securities after February 15, 2016 is no t a business day, then payment o f the distributio n
payable o n such date will be made o n the next succeeding day that is a business day and interest will accrue to but excluding the date
interest is paid. Ho wever, if such business day is in the next succeeding calendar mo nth, such payment shall be made o n, and interest
will accrue to but excluding , the immediately preceding business day. A business day means any day o ther than a Saturday, Sunday o r
any o ther day o n which banking institutio ns in the State o f New Yo rk g enerally are autho rized o r required by law o r o ther g o vernmental
actio n to clo se.

Exchang es
If at any time Ally o r any o f its affiliates is the ho lder o r beneficial o wner o f any Series 2 Trust Preferred Securities, Ally o r such
affiliate, as applicable, has the rig ht to deliver to the institutio nal trustee fo r Series 2 all o r such po rtio n o f its Series 2 Trust Preferred
Securities as it elects and, subject to the terms o f the Amended and Restated Indenture, receive, in exchang e therefo r, Series 2
Debentures having an ag g reg ate principal amo unt equal to the ag g reg ate Liquidatio n Amo unt o f the Series 2 Trust Preferred Securities
exchang ed therefo r. After such exchang e, such Series 2 Trust Preferred Securities shall be cancelled and shall no lo ng er be deemed to
be o utstanding and all rig hts o f Ally o r such affiliate, as applicable, as ho lder with respect to such Series 2 Trust Preferred Securities
shall cease. In the event o f any such exchang e, Ally shall also have a similar o ptio n with respect to a pro po rtio nate amo unt o f the Series
2 Co mmo n Securities that it ho lds.

Redemptio n o f Series 2 T rust Preferred Securities

The Series 2 Trust Preferred Securities have no stated maturity date but will be redeemed upo n the maturity o f the Series 2
Debentures. In additio n, the Series 2 Trust Preferred Securities may be redeemed prio r to maturity o f the Series 2 Debentures o n the
dates and to the extent the Series 2 Debentures are redeemed. See Descriptio n o f the Series 2 Debentures Optio nal Redemptio n.
The Series 2 Debentures will mature o n February 15, 204 0 (see Descriptio n o f the Series 2 Debentures General) and, subject to
o btaining any required reg ulato ry appro val, may be redeemed, in who le o r in part, at any time o n o r after February 15, 2016, o r at any
time, in who le o r in part, in certain circumstances upo n the o ccurrence o f a Tax Event o r an Investment Co mpany Event with respect to
Series 2. See Special Event Redemptio n belo w.

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If then required, Ally will o btain the co ncurrence o r appro val o f the Bo ard o f Go verno rs o f the Federal Reserve System (the
FRB) befo re exercising its redemptio n rig hts described in the preceding parag raph.

Upo n the maturity o f the Series 2 Debentures, the pro ceeds o f their repayment will simultaneo usly be applied to redeem all
o utstanding Series 2 Trust Preferred Securities at the redemptio n price. Upo n the redemptio n o f the Series 2 Debentures, whether in
who le o r in part, either at the o ptio n o f Ally o r pursuant to a Special Event, Series 2 will use the cash it receives upo n the redemptio n to
redeem Series 2 Trust Preferred Securities and Series 2 Co mmo n Securities having an ag g reg ate liquidatio n amo unt equal to the
ag g reg ate principal amo unt o f the Series 2 Debentures so redeemed at the redemptio n price. Befo re such redemptio n, ho lders o f
Series 2 Trust Preferred Securities will be g iven no t less than 30 no r mo re than 60 days no tice. Prio r to any redemptio n with respect to
Series 2, Ally will o btain any required reg ulato ry appro val. In the event that fewer than all o f the o utstanding Series 2 Trust Preferred
Securities are to be redeemed, the Series 2 Trust Preferred Securities will be redeemed o n a ratable basis as described under Fo rm
o f Certificates belo w. See Special Event Redemptio n and Descriptio n o f the Series 2 Debentures Optio nal Redemptio n.

Special Event Redemptio n

Tax Event means that the administrative trustees fo r Series 2 will have received an o pinio n o f a natio nally reco g nized
independent tax co unsel experienced in such matters that states that, as a result o f any:
amendment to , o r chang e (including any anno unced pro spective chang e) in, the laws o r asso ciated reg ulatio ns o f the United
States o r any po litical subdivisio n o r taxing autho rity o f the United States o n o r after December 30, 2009; o r
amendment to , o r chang e in, an interpretatio n o r applicatio n o f such laws o r reg ulatio ns by any leg islative bo dy, co urt,
g o vernmental ag ency o r reg ulato ry autho rity, including the enactment o f any leg islatio n and the publicatio n o f any judicial
decisio n, reg ulato ry determinatio n, o r administrative pro no uncement o n o r after December 30, 2009,

there is mo re than an insubstantial risk that:

Series 2 wo uld be subject to U.S. federal inco me tax relating to interest accrued o r received o n the Series 2 Debentures;
interest payable to Series 2 o n the Series 2 Debentures wo uld no t be deductible, in who le o r in part, by Ally fo r U.S. federal
inco me tax purpo ses; o r
Series 2 wo uld be subject to mo re than a minimal amo unt o f o ther taxes, duties o r o ther g o vernmental charg es.

Investment Co mpany Event means that the administrative trustees fo r Series 2 will have received an o pinio n o f a natio nally
reco g nized independent co unsel experienced in such matters to the effect that, as a result o f the o ccurrence o f a chang e in law o r
reg ulatio n o r a written chang e in interpretatio n o r applicatio n o f law o r reg ulatio n by any leg islative bo dy, co urt, g o vernmental ag ency
o r reg ulato ry autho rity, there is mo re than an insubstantial risk that the Trust o r Series 2 is o r will be co nsidered an investment
co mpany that is required to be reg istered under the Investment Co mpany Act o f 194 0 (the 194 0 Act), which chang e beco mes
effective o n o r after December 30, 2009.

This pro spectus refers to a Tax Event o r an Investment Co mpany Event as a Special Event. Pro vided that Ally o btains any
required reg ulato ry appro val, if a Special Event o ccurs and co ntinues, Ally may, upo n no t less than 30 no r mo re than 60 days no tice,
redeem the Series 2 Debentures, in who le o r in part, fo r cash within 90 days fo llo wing the o ccurrence o f such Special Event. Fo llo wing
such redemptio n, series 2 securities with an ag g reg ate liquidatio n amo unt equal to the ag g reg ate principal amo unt o f the Series 2
Debentures so redeemed shall be redeemed by Series 2 at the redemptio n price o n a ratable basis. If, ho wever, at the time there is
available

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Table of Cont ent s

to Ally o r the Trust acting with respect to Series 2 the o ppo rtunity to eliminate, within such 90-day perio d, the Special Event by taking
so me ministerial actio n, such as filing a fo rm o r making an electio n o r pursuing so me o ther similar reaso nable measure that will have no
adverse effect o n Series 2, Ally o r the ho lders o f the Series 2 Trust Preferred Securities o r the Series 2 Debentures, then Ally o r the
Trust acting with respect to Series 2 will pursue such measure instead o f redemptio n.

Distributio n o f the Series 2 Debentures

Ally will have the rig ht to disso lve Series 2, subject to the receipt o f any required reg ulato ry appro vals. Pursuant to the Amended
and Restated Indenture, Ally has ag reed no t to do so o ther than in co nnectio n with a Special Event o r in co nnectio n with certain
merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n. In the event o f any disso lutio n o f the
Trust o r Series 2 and after satisfactio n o f the claims and o blig atio ns o f Series 2 as pro vided by applicable law, the Trust acting with
respect to Series 2 may cause the Series 2 Debentures to be distributed to the ho lders o f the Series 2 Trust Preferred Securities in an
ag g reg ate stated principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f such securities then o utstanding . Prio r to any
such distributio n, Ally must o btain any required reg ulato ry appro vals.

If the Series 2 Trust Preferred Securities are listed o n the NYSE o r o n any o ther natio nal securities exchang e and if the Series 2
Debentures are distributed to the ho lders o f the Series 2 Trust Preferred Securities upo n disso lutio n o f Series 2, then Ally will use its
best effo rts to cause the Series 2 Debentures to be listed o n the NYSE o r o n such o ther exchang e as the Series 2 Trust Preferred
Securities are then listed.

After the date fo r any distributio n o f Series 2 Debentures upo n disso lutio n o f Series 2:
the Series 2 Trust Preferred Securities will no lo ng er be deemed to be o utstanding ;
if any g lo bal securities have been issued, the securities depo sitary o r its no minee, as the reco rd ho lder o f the Series 2 Trust
Preferred Securities, will receive a reg istered g lo bal certificate o r certificates representing the Series 2 Debentures to be
delivered upo n such distributio n; and
any certificates representing Series 2 Trust Preferred Securities no t held by the depo sitary o r its no minee will be deemed to
represent Debentures having an ag g reg ate principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f, with an
interest rate identical to the co upo n rate o f, and with accrued and unpaid interest equal to accrued and unpaid distributio ns o n,
such Series 2 Trust Preferred Securities until such certificates are presented to Ally o r its ag ent fo r transfer o r reissuance.

Redemptio n Pro cedures

Series 2 may no t redeem fewer than all o f the o utstanding Series 2 Trust Preferred Securities unless all accrued and unpaid
distributio ns have been paid o n all Series 2 Trust Preferred Securities fo r all distributio n perio ds terminating o n o r prio r to the date o f
redemptio n.

If (i) the Trust acting with respect to Series 2 g ives an irrevo cable no tice o f redemptio n o f the Series 2 Trust Preferred
Securities, and (ii) if Ally has paid to the institutio nal trustee fo r Series 2 a sufficient amo unt o f cash in co nnectio n with the related
redemptio n o r maturity o f the Series 2 Debentures, then (x) if the Series 2 Trust Preferred Securities are in bo o k-entry fo rm, by 12:00
no o n, New Yo rk City time, o n the redemptio n date, the institutio nal trustee fo r Series 2 will irrevo cably depo sit with the depo sitary o r
its no minee funds sufficient to pay the applicable redemptio n price and will also g ive the depo sitary irrevo cable instructio ns and
autho rity to pay the redemptio n price to the ho lders o f the Series 2 Trust Preferred Securities o r (y) if the Series 2 Trust Preferred
Securities are in definitive fo rm, the institutio nal trustee fo r Series 2 will pay the applicable redemptio n price to the applicable ho lder o f
Series 2 Trust Preferred Securities by check mailed to such ho lder.

Once no tice o f redemptio n is g iven and redemptio n funds are depo sited, distributio ns will cease to accrue and all rig hts o f ho lders
o f the Series 2 Trust Preferred Securities called fo r redemptio n will cease, except the

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Table of Cont ent s

rig ht o f the ho lders to receive the redemptio n price, but witho ut interest o n such redemptio n price. If any redemptio n date is no t a
business day, then payment o f the redemptio n price payable o n such date will be made o n the next succeeding day that is a business
day, witho ut any interest o r o ther payment in respect o f any such delay, except that if such business day falls in the next calendar year,
such payment will be made o n the immediately preceding business day, in each case with the same fo rce and effect as if made o n such
date.

If payment o f the redemptio n price fo r any Series 2 Trust Preferred Securities is impro perly withheld o r refused and no t paid
either by Series 2 o r by Ally pursuant to the Series 2 Guarantee, distributio ns o n such Series 2 Trust Preferred Securities will co ntinue to
accrue at the then applicable rate fro m the o rig inal redemptio n date to the date o f payment. In this case, the actual payment date will be
the redemptio n date fo r purpo ses o f calculating the redemptio n price. See Fo rm o f Certificates.

In the event that fewer than all o f the o utstanding Series 2 Trust Preferred Securities are to be redeemed, the Series 2 Trust
Preferred Securities held by the depo sitary o r its no minee will be redeemed in acco rdance with the depo sitarys o r no minees standard
pro cedures. See Fo rm o f Certificates.

Ally o r its affiliates may, at any time, and fro m time to time, purchase o utstanding Series 2 Trust Preferred Securities by tender, in
the o pen market o r by private ag reement.

Liquidatio n Distributio n upo n Disso lutio n

This pro spectus refers to any vo luntary o r invo luntary liquidatio n, disso lutio n, winding -up o r terminatio n o f the Trust o r any series
o f the Trust as a liquidatio n. If a liquidatio n o ccurs with respect to the Trust o r Series 2, the ho lders o f the Series 2 Trust Preferred
Securities will be entitled to receive o ut o f the assets o f Series 2, after satisfactio n o f claims and o blig atio ns o f Series 2, pursuant to
applicable law, distributio ns in an amo unt equal to the ag g reg ate o f the stated liquidatio n amo unt o f $25 per Series 2 Trust Preferred
Security plus accumulated and unpaid distributio ns thereo n to the date o f payment. Ho wever, such ho lders will no t receive such
distributio n if Ally instead distributes o n a ratable basis to the ho lders o f the Series 2 Trust Preferred Securities, the Series 2 Debentures
in an ag g reg ate stated principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f, with an interest rate identical to the
distributio n rate o f, and with accrued and unpaid interest equal to accrued and unpaid distributio ns o n, the Series 2 Trust Preferred
Securities o utstanding at such time. See Distributio n o f the Series 2 Debentures.

If this distributio n can be paid o nly in part because Series 2 has insufficient assets available to pay in full the ag g reg ate distributio n,
then the amo unts directly payable with respect to Series 2 shall be paid o n a ratable basis. The ho lders o f the Series 2 Co mmo n
Securities will be entitled to receive distributio ns upo n any such liquidatio n o n a ratable basis with the ho lders o f the Series 2 Trust
Preferred Securities. Ho wever, if a declaratio n default (as defined belo w) with respect to Series 2 has o ccurred and is co ntinuing , the
Series 2 Trust Preferred Securities will have a preference o ver the Series 2 Co mmo n Securities with reg ard to such distributio ns.

Pursuant to the Amended and Restated Declaratio n, the Trust will disso lve and wind up its affairs o n the date fo llo wing the date
upo n which the last series o f the Trust has terminated.

Pursuant to the Amended and Restated Declaratio n, Series 2 will terminate:

(i) o n December 30, 2064 , the expiratio n o f the term o f Series 2;

(ii) upo n the bankruptcy o f Ally o r any ho lder o f the Series 2 Co mmo n Securities;

(iii) upo n the filing o f a certificate o f disso lutio n o r its equivalent with respect to Ally o r the revo catio n o f Allys charter and the
expiratio n o f 90 days after the date o f revo catio n witho ut a reinstatement thereo f;

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Table of Cont ent s

(iv) upo n the entry o f a decree o f judicial disso lutio n o f any ho lder o f the Series 2 Co mmo n Securities, Ally, the Trust o r Series 2;

(v) subject to o btaining any required reg ulato ry appro val, when all o f the series 2 securities have been called fo r redemptio n;

(vi) subject to o btaining any required reg ulato ry appro val, upo n the exchang e o f all o f the then-o utstanding Series 2 Trust
Preferred Securities; o r

(vii) subject to o btaining any required reg ulato ry appro val, when Series 2 shall have been disso lved in acco rdance with the terms
o f the Series 2 Trust Preferred Securities upo n electio n by Ally o f its rig ht to terminate Series 2 and distribute all o f the Series 2
Debentures to the ho lders o f the Series 2 Trust Preferred Securities in exchang e fo r all o f the Series 2 Trust Preferred Securities.

Declaratio n Defaults
An indenture default with respect to Series 2 is a default under the Amended and Restated Indenture (as defined belo w in
Descriptio n o f the Series 2 Debentures) relating to the Series 2 Debentures and also co nstitutes a declaratio n default with respect
to Series 2, which is a default under the Amended and Restated Declaratio n relating to Series 2. Pursuant to the Amended and Restated
Declaratio n, the ho lder o f the Series 2 Co mmo n Securities will be deemed to have waived all declaratio n defaults relating to the Series
2 Co mmo n Securities until all declaratio n defaults relating to the Series 2 Trust Preferred Securities have been cured, waived o r
o therwise eliminated. Until such declaratio n defaults relating to the Series 2 Trust Preferred Securities have been cured, waived o r
o therwise eliminated, the institutio nal trustee fo r Series 2 will be deemed to be acting so lely o n behalf o f the ho lders o f the Series 2
Trust Preferred Securities and o nly the ho lders o f the Series 2 Trust Preferred Securities will have the rig ht to direct the institutio nal
trustee fo r Series 2 as to matters under the Amended and Restated Declaratio n, and therefo re the Amended and Restated Indenture. In
the event that any declaratio n default relating to the Series 2 Trust Preferred Securities is waived by the ho lders o f the Series 2 Trust
Preferred Securities as pro vided in the Amended and Restated Declaratio n, such waiver also co nstitutes a waiver o f such declaratio n
default relating to the Series 2 Co mmo n Securities fo r all purpo ses under the Amended and Restated Declaratio n witho ut any further
act, vo te o r co nsent o f the ho lders o f Series 2 Co mmo n Securities. See Vo ting Rig hts.

To the fullest extent permitted by law, if the institutio nal trustee fo r Series 2 fails to enfo rce its rig hts under the Series 2
Debentures, any ho lder o f Series 2 Trust Preferred Securities may directly institute a leg al pro ceeding ag ainst Ally to enfo rce these
rig hts witho ut first suing the institutio nal trustee fo r Series 2 o r any o ther perso n o r entity. If a declaratio n default has o ccurred and is
co ntinuing with respect to Series 2 and such event is attributable to the failure o f Ally to pay interest o r principal (o r premium, if any) o n
the Series 2 Debentures o n the date such interest o r principal (o r premium, if any) is o therwise payable, o r in the case o f redemptio n, o n
the redemptio n date, then a ho lder o f Series 2 Trust Preferred Securities may also bring a direct actio n. This means that a ho lder may
directly sue fo r enfo rcement o f payment to such ho lder o f the principal o f o r interest (o r premium, if any) o n the Series 2 Debentures
having a principal amo unt equal to the ag g reg ate liquidatio n amo unt o f the Series 2 Trust Preferred Securities o f such ho lder o n o r after
the respective due date specified in the Series 2 Debentures. Such ho lder need no t first (i) direct the institutio nal trustee fo r Series 2 to
enfo rce the terms o f the Series 2 Debentures o r (ii) sue Ally to enfo rce the institutio nal trustees rig hts under the Series 2 Debentures.
The ho lders o f Series 2 Trust Preferred Securities will no t be able to exercise directly any o ther remedy available to the ho lders o f the
Series 2 Debentures.

In co nnectio n with such direct actio n, Ally will be subro g ated to the rig hts o f such ho lder o f Series 2 Trust Preferred Securities
under the Amended and Restated Declaratio n to the extent o f any payment made by Ally to such ho lder o f Series 2 Trust Preferred
Securities in such direct actio n. This means that Ally will be entitled to

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payment o f amo unts that a ho lder o f Series 2 Trust Preferred Securities receives in respect o f an unpaid distributio n that resulted in the
bring ing o f a direct actio n to the extent that such ho lder receives o r has already received full payment relating to such unpaid
distributio n fro m Series 2.

Upo n the o ccurrence o f an indenture event o f default with respect to the Series 2 Debentures, the indenture trustee o r the
institutio nal trustee fo r Series 2, as the so le ho lder o f the Series 2 Debentures, will have the rig ht under the Amended and Restated
Indenture to declare the principal o f and interest o n the Series 2 Debentures to be immediately due and payable, pro vided that if such a
declaratio n is no t made, the ho lders o f at least 25% in ag g reg ate liquidatio n amo unt o f the Series 2 Trust Preferred Securities then
o utstanding will have the rig ht to make such declaratio n. See Descriptio n o f the Series 2 Debentures Indenture Events o f Default
and Acceleratio n.

Ally and Series 2 are each required to file annually with the institutio nal trustee fo r Series 2 an o fficers certificate as to its
co mpliance with all co nditio ns and co venants under the Amended and Restated Declaratio n.

Vo ting Rig hts

Except as described in the next succeeding parag raph, in Mo dificatio n o f the Amended and Restated Declaratio n, and in this
pro spectus under Descriptio n o f the Guarantees Mo dificatio n o f the Guarantees; Assig nment, and except as pro vided under the
Statuto ry Trust Act, the Trust Indenture Act, the Amended and Restated Declaratio n and as o therwise required by law, the ho lders o f
the Series 2 Trust Preferred Securities have no vo ting rig hts.

The ho lders o f a majo rity in ag g reg ate liquidatio n amo unt o f the Series 2 Trust Preferred Securities, vo ting separately as a class,
have the rig ht to direct the exercise o f any trust o r po wer co nferred upo n the institutio nal trustee fo r Series 2 o r to direct any
pro ceeding fo r any remedy available to the institutio nal trustee fo r Series 2 so lo ng as the institutio nal trustee fo r Series 2 receives the
tax o pinio n discussed belo w, including the rig ht to direct the institutio nal trustee fo r Series 2, as ho lder o f the Series 2 Debentures, to :
(i) direct any pro ceeding fo r any remedy available to the indenture trustee, o r exercise any trust o r po wer co nferred o n the
indenture trustee, with respect to the Series 2 Debentures;

(ii) waive any past indenture default with respect to the Series 2 Debentures that is waivable under Sectio n 5.6 o f the Amended and
Restated Indenture;

(iii) exercise any rig ht to rescind o r annul an acceleratio n o f the maturity o f the Series 2 Debentures; o r

(iv) co nsent to any amendment, mo dificatio n o r terminatio n o f the Amended and Restated Indenture o r the Series 2 Debentures
where such co nsent is required.

Where a co nsent o r actio n under the Amended and Restated Indenture wo uld require the co nsent o r act o f ho lders o f mo re than a
majo rity in principal amo unt o f the Series 2 Debentures, o r a super majo rity, then o nly ho lders o f that super majo rity o f Series 2 Trust
Preferred Securities may direct the institutio nal trustee fo r Series 2 to g ive such co nsent o r take such actio n. Further, the institutio nal
trustee fo r Series 2 can refrain fro m fo llo wing any directio ns o f the ho lders that vio late the Amended and Restated Declaratio n o r
co nflict with any applicable rule o f law o r wo uld invo lve the institutio nal trustee fo r Series 2 in perso nal liability ag ainst which indemnity
wo uld, in its o pinio n, no t be adequate. If the institutio nal trustee fo r Series 2 fails to enfo rce its rig hts under the Series 2 Debentures,
any reco rd ho lder o f Series 2 Trust Preferred Securities may directly sue Ally to enfo rce the institutio nal trustees rig hts under the
Series 2 Debentures. The reco rd ho lder do es no t have to sue the institutio nal trustee fo r Series 2 o r any o ther perso n o r entity befo re
bring ing such a direct actio n.

The institutio nal trustee fo r Series 2 is required to no tify all ho lders o f the Series 2 Trust Preferred Securities o f any default
actually kno wn to certain o fficers o f the institutio nal trustee and o f any no tice o f default with

S-22
Table of Cont ent s

respect to the Series 2 Debentures received fro m the indenture trustee. The no tice is required to state that the default with respect to
the Series 2 Debentures also co nstitutes a declaratio n default with respect to the Series 2 Trust Preferred Securities. Except fo r
directing the time, metho d and place o f co nducting a pro ceeding fo r a remedy available to the institutio nal trustee fo r Series 2, the
institutio nal trustee fo r Series 2, as ho lder o f the Series 2 Debentures, will no t take any o f the actio ns described in clauses (i), (ii),
(iii) o r (iv) abo ve unless the institutio nal trustee fo r Series 2 receives an o pinio n o f a natio nally reco g nized independent tax co unsel to
the effect that, such actio n will no t (x) cause the Trust o r Series 2 (as applicable) to be classified (i) as o ther than either a g ranto r trust
o r a partnership o r (ii) as an entity taxable as a co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r (y) materially reduce
the likeliho o d o f the Trust o r Series 2 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses.

If the co nsent o f the institutio nal trustee fo r Series 2, as ho lder o f the Series 2 Debentures, is required under the Amended and
Restated Indenture fo r any amendment, mo dificatio n o r terminatio n o f the Amended and Restated Indenture o r the Series 2
Debentures, the institutio nal trustee fo r Series 2 is required to request the written directio n o f the ho lders o f the series 2 securities. The
institutio nal trustee fo r Series 2 will vo te as directed by a majo rity in liquidatio n amo unt o f the series 2 securities vo ting to g ether as a
sing le class. Where any amendment, mo dificatio n o r terminatio n under the Amended and Restated Indenture wo uld require the co nsent
o f a super majo rity, ho wever, the institutio nal trustee fo r Series 2 may o nly g ive such co nsent at the directio n o f the ho lders o f the
same supermajo rity o f the ho lders o f the series 2 securities. The institutio nal trustee fo r Series 2 is no t required to take any such actio n
in acco rdance with the directio ns o f the ho lders o f the series 2 securities unless the institutio nal trustee fo r Series 2 has o btained a tax
o pinio n to the effect described abo ve.

A waiver o f an indenture default with respect to the Series 2 Debentures by the institutio nal trustee fo r Series 2 at the directio n o f
the ho lders o f the Series 2 Trust Preferred Securities will co nstitute a waiver o f the co rrespo nding declaratio n default with respect to
Series 2.

Any required appro val o r directio n o f ho lders o f Series 2 Trust Preferred Securities may be g iven at a separate meeting o f
ho lders o f Series 2 Trust Preferred Securities co nvened fo r such purpo se, at a meeting o f all o f the ho lders o f series 2 securities o r by
written co nsent. The administrative trustees fo r Series 2 will mail to each ho lder o f reco rd o f Series 2 Trust Preferred Securities a
no tice o f any meeting at which such ho lders are entitled to vo te, o r o f any matter upo n which actio n by written co nsent o f such ho lders
is to be taken. Each such no tice will include a statement setting fo rth the fo llo wing info rmatio n:
the date o f such meeting o r the date by which such actio n is to be taken;
a descriptio n o f any reso lutio n pro po sed fo r ado ptio n at such meeting o n which such ho lders are entitled to vo te o r o f such
matter upo n which written co nsent is so ug ht; and
instructio ns fo r the delivery o f pro xies o r co nsents.

No vo te o r co nsent o f the ho lders o f Series 2 Trust Preferred Securities will be required fo r the Trust acting with respect to
Series 2 to redeem and cancel Series 2 Trust Preferred Securities o r distribute Series 2 Debentures in acco rdance with the Amended
and Restated Declaratio n and the terms o f the Series 2 Trust Preferred Securities.

Despite the fact that ho lders o f Series 2 Trust Preferred Securities are entitled to vo te o r co nsent under the circumstances
described abo ve, any Series 2 Trust Preferred Securities that are o wned at the time by Ally o r any entity directly o r indirectly
co ntro lling o r co ntro lled by, o r under direct o r indirect co mmo n co ntro l with, Ally, will no t be entitled to vo te o r co nsent. Instead,
these Series 2 Trust Preferred Securities will be treated as if they were no t o utstanding .

Vo ting and co nsensual rig hts available to o r in favo r o f ho lders o r beneficial o wners o f Series 2 Trust Preferred Securities may, to
the extent permitted by applicable rule o r law, be exercised o nly by a United States

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Perso n that is a beneficial o wner o f a Series 2 Trust Preferred Security o r by a United States Perso n acting as irrevo cable ag ent with
discretio nary po wers fo r the beneficial o wner o f a Series 2 Trust Preferred Security that is no t a United States perso n. Beneficial
o wners o f a Series 2 Trust Preferred Security that are no t United States Perso ns must, to the extent permitted by applicable rule o r law,
irrevo cably appo int a United States Perso n with discretio nary po wers to act as their ag ent with respect to such vo ting and co nsensual
rig hts.

The pro cedures by which ho lders o f Series 2 Trust Preferred Securities may exercise their vo ting rig hts are described belo w. See
Fo rm o f Certificates.

Ho lders o f the Series 2 Trust Preferred Securities g enerally have no rig hts to appo int o r remo ve the administrative trustees fo r
Series 2. Instead, these trustees fo r Series 2 may be appo inted, remo ved o r replaced so lely by Ally as the indirect o r direct ho lder o f
all o f the Series 2 Co mmo n Securities.

Mo dificatio n o f the Amended and Restated Declaratio n

The Amended and Restated Declaratio n may be mo dified and amended if appro ved by the administrative trustees fo r Series 2,
and in certain circumstances, the institutio nal trustee fo r Series 2 and/o r the Delaware trustee. If, ho wever, any pro po sed amendment
pro vides fo r, o r the administrative trustees fo r Series 2 o therwise pro po se to effect:
(i) any actio n that wo uld adversely affect the po wers, preferences o r rig hts o f the series 2 securities, whether by way o f
amendment to the Amended and Restated Declaratio n o r o therwise o r

(ii) the disso lutio n, winding -up o r terminatio n o f Series 2 o ther than pursuant to the terms o f the Amended and Restated
Declaratio n,

then the ho lders o f the series 2 securities vo ting to g ether as a sing le class will be entitled to vo te o n such amendment o r pro po sal.
Such amendment o r pro po sal shall no t be effective except with the appro val o f ho lders o f at least a majo rity in liquidatio n amo unt o f
the series 2 securities affected thereby. If, ho wever, any amendment o r pro po sal referred to in clause (i) abo ve wo uld adversely affect
o nly the Series 2 Trust Preferred Securities o r o nly the Series 2 Co mmo n Securities, then o nly ho lders o f the affected class will be
entitled to vo te o n such amendment o r pro po sal, and such amendment o r pro po sal shall no t be effective except with the appro val o f
ho lders o f a majo rity in liquidatio n amo unt o f such class.

Despite the fo reg o ing , no amendment o r mo dificatio n may be made to the Amended and Restated Declaratio n if such
amendment o r mo dificatio n wo uld:
(i)(x) cause the Trust o r Series 2 (as applicable) to be classified (a) as o ther than either a g ranto r trust o r a partnership o r (b) as an
entity taxable as a co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r (y) materially reduce the likeliho o d o f the Trust
o r Series 2 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses;

(ii) reduce o r o therwise adversely affect the po wers o f the institutio nal trustee fo r Series 2 in co ntraventio n o f the Trust Indenture
Act; o r

(iii) cause the Trust o r Series 2 to be deemed an investment co mpany that is required to be reg istered under the 194 0 Act.

Merg ers, Co nso lidatio ns o r Amalg amatio ns

The Trust may no t co nso lidate, amalg amate, merg e with o r into , o r be replaced by, o r co nvey, transfer o r lease its pro perties and
assets substantially as an entirety to , any co rpo ratio n o r o ther bo dy except as described belo w. The Trust may, with the unanimo us
co nsent o f the administrative trustees fo r each series o f the Trust and

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Table of Cont ent s

witho ut the co nsent o f the ho lders o f the trust securities o f any series o f the Trust, the Delaware trustee o r the institutio nal trustee fo r
any series, co nso lidate, amalg amate, merg e with o r into , o r be replaced by a trust o rg anized as such under the laws o f any State,
pro vided that:
(i) such successo r entity either:
(a) expressly assumes all o f the o blig atio ns o f the Trust with respect to each series o f trust securities o r
(b) substitutes fo r the Trust Preferred Securities o f each series o ther successo r securities having substantially the same
terms as that series o f Trust Preferred Securities, so lo ng as the successo r securities rank the same as that series o f Trust
Preferred Securities rank reg arding distributio ns and payments upo n liquidatio n, redemptio n and o therwise;

(ii) Ally expressly ackno wledg es with respect to each series o f the Trust a trustee fo r each such series o f the successo r entity that
po ssesses the same po wers and duties as the institutio nal trustee fo r such series;

(iii) the Trust Preferred Securities o f each series o r any successo r securities o f such series are listed, o r any successo r securities
o f such series will be listed upo n no tificatio n o f issuance, o n any natio nal securities exchang e o r with ano ther o rg anizatio n o n which the
Trust Preferred Securities o f such series are then listed o r quo ted;

(iv) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t cause the Trust Preferred Securities o f any series,
including any successo r securities o f such series, to be do wng raded by any natio nally reco g nized statistical rating o rg anizatio n;

(v) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t adversely affect the rig hts, preferences and privileg es o f
the ho lders o f the trust securities o f any series, including any successo r securities with respect to such series, in any material respect,
o ther than in co nnectio n with any dilutio n o f the ho lders interest in the new entity;

(vi) such successo r entity has a purpo se substantially identical to that o f the Trust with respect to each series o f the Trust;

(vii) prio r to such merg er, co nso lidatio n, amalg amatio n o r replacement, each series o f the Trust has received an o pinio n o f a
natio nally reco g nized independent co unsel to the Trust acting fo r each such series experienced in such matters, to the effect that:
(a) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t adversely affect the rig hts, preferences and
privileg es o f the ho lders o f the trust securities o f any series, including any successo r securities o f such series, in any material
respect, o ther than in co nnectio n with any dilutio n o f the ho lders interest in the new entity;
(b) fo llo wing such merg er, co nso lidatio n, amalg amatio n o r replacement, neither the Trust no r such successo r entity no r any
series o f the Trust will be required to reg ister as an investment co mpany under the 194 0 Act; and
(c) (x) fo llo wing such merg er, co nso lidatio n, amalg amatio n o r replacement, the Trust o r any series (o r any successo r
thereto ), as applicable, will be classified, fo r U.S. federal inco me tax purpo ses, as either a g ranto r trust o r a partnership, and no t as
an entity taxable as a co rpo ratio n, and (y) such merg er, co nso lidatio n, amalg amatio n o r replacement will no t materially reduce the
likeliho o d o f the Trust o r any series (o r any successo r thereto ), as applicable, being classified as a g ranto r trust fo r U.S. federal
inco me tax purpo ses; and

(viii) Ally g uarantees the o blig atio ns o f such successo r entity with respect to each series o f the Trust under the successo r
securities with respect to each such series at least to the extent pro vided by the relevant Amended and Restated Guarantee Ag reement.

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Fo rm o f Certificates
The Series 2 Trust Preferred Securities were initially in the fo rm o f definitive, fully reg istered Trust Preferred Security Certificates
(the Definitive Trust Preferred Security Certificates). The Series 2 Trust Preferred Securities have, upo n the instructio n o f Ally, been
issued in the fo rm o f o ne o r mo re fully reg istered g lo bal Series 2 Trust Preferred Security Certificates, witho ut distributio n co upo ns
(each, a Glo bal Certificate). Each Glo bal Certificate has been depo sited with, o r o n behalf o f, The Depo sito ry Trust Co mpany
(DTC), a securities depo sitary, and reg istered in the name o f DTC o r a no minee o f DTC. DTC will thus be the o nly reg istered ho lder
o f these Series 2 Trust Preferred Securities and will be co nsidered the so le o wner o f the Series 2 Trust Preferred Securities fo r
purpo ses o f the Amended and Restated Declaratio n. The Trust acting with respect to Series 2 and the trustees shall have no o blig atio n
to the beneficial o wners o f the Series 2 Trust Preferred Securities.

If the Series 2 Trust Preferred Securities are held as Glo bal Certificates, purchasers o f Series 2 Trust Preferred Securities may
ho ld interests in the g lo bal Series 2 Trust Preferred Securities o nly thro ug h DTC, if they are a participant in the DTC system. Purchasers
may also ho ld interests thro ug h a securities intermediary banks, bro kerag e ho uses and o ther institutio ns that maintain securities
acco unts fo r custo mers that has an acco unt with DTC o r its no minee (participants). DTC will maintain acco unts sho wing the Series
2 Trust Preferred Securities ho lding s o f its participants, and these participants will in turn maintain acco unts sho wing the Series 2 Trust
Preferred Securities ho lding s o f their custo mers. So me o f these custo mers may themselves be securities intermediaries ho lding
Series 2 Trust Preferred Securities fo r their custo mers. Thus, each beneficial o wner o f a bo o k-entry Series 2 Trust Preferred Security
will ho ld such Series 2 Trust Preferred Security indirectly thro ug h a hierarchy o f intermediaries, with DTC at the to p and the beneficial
o wners o wn securities intermediary at the bo tto m.

If the Series 2 Trust Preferred Securities are held as Glo bal Certificates, the Series 2 Trust Preferred Securities o f each beneficial
o wner will be evidenced so lely by entries o n the bo o ks o f the beneficial o wners securities intermediary. The actual purchaser o f the
Series 2 Trust Preferred Securities will g enerally no t be entitled to have the Series 2 Trust Preferred Securities represented by the
Glo bal Certificates reg istered in its name and will no t be co nsidered the o wner under the Amended and Restated Declaratio n.

In this pro spectus supplement, fo r bo o k-entry Series 2 Trust Preferred Securities, references to actio ns taken by securityho lders
will mean actio ns taken by DTC upo n instructio ns fro m its participants, and references to payments and no tices o f redemptio n to
securityho lders will mean payments and no tices o f redemptio n to DTC as the reg istered ho lder o f the Series 2 Trust Preferred
Securities fo r distributio n to participants in acco rdance with DTCs pro cedures.

If the Series 2 Trust Preferred Securities are held as Glo bal Certificates, a beneficial o wner o f bo o k-entry securities represented
by a Glo bal Certificate may exchang e the Series 2 Trust Preferred Securities fo r Definitive Trust Preferred Security Certificates o nly if:
(1) DTC elects to disco ntinue its services as depo sitary with respect to the Series 2 Trust Preferred Securities and the
administrative trustees fo r Series 2 do no t appo int replacement fo r DTC within 90 days; o r

(2) the administrative trustees fo r Series 2 elect after co nsultatio n with Ally and subject to the pro cedures o f DTC to terminate the
bo o k entry system thro ug h the DTC with respect to the Series 2 Trust Preferred Securities.

Upo n surrender o f Glo bal Certificates fo r exchang e, the administrative trustees fo r Series 2 and the securities reg istrar shall cause
Definitive Trust Preferred Security Certificates to be delivered to the beneficial o wners o f Series 2 Trust Preferred Securities in
acco rdance with the instructio ns o f DTC.

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DTC is a limited purpo se trust co mpany o rg anized under the laws o f the State o f New Yo rk, a banking o rg anizatio n within the
meaning o f the New Yo rk banking law, a member o f the Federal Reserve System, a clearing co rpo ratio n within the meaning o f the
New Yo rk Unifo rm Co mmercial Co de and a clearing ag ency reg istered under Sectio n 17A o f the Exchang e Act. The rules applicable
to DTC and its participants are o n file with the SEC.

Ally and the administrative trustees fo r Series 2 will no t have any respo nsibility o r liability fo r any aspect o f the reco rds relating to ,
o r payments made o n acco unt o f, beneficial o wnership interest in the bo o k-entry securities o r fo r maintaining , supervising o r reviewing
any reco rds relating to the beneficial o wnership interests.

If Glo bal Certificates are issued in the future, DTC may disco ntinue pro viding its services as securities depo sitary with respect to
the Series 2 Trust Preferred Securities. Under such circumstances, in the event that a successo r securities depo sitary is no t o btained,
Definitive Trust Preferred Security Certificates are required to be printed and delivered. Additio nally, the administrative trustees fo r
Series 2, with the co nsent o f Ally, may decide to disco ntinue use o f the system o f bo o k-entry transfers thro ug h DTC o r any successo r
depo sitary with respect to the Series 2 Trust Preferred Securities. In that event, certificates fo r the Series 2 Trust Preferred Securities
will be printed and delivered.

The info rmatio n in this sectio n co ncerning DTC and DTCs bo o k-entry system has been o btained fro m so urces that Ally and the
Trust acting with respect to Series 2 believe to be reliable, but neither Ally no r the Trust acting with respect to Series 2 takes
respo nsibility fo r the accuracy thereo f.

Info rmatio n Co ncerning the Institutio nal T rustee

Prio r to the o ccurrence o f a default with respect to Series 2, the institutio nal trustee fo r Series 2 undertakes to perfo rm o nly such
duties with respect to Series 2 as are specifically set fo rth in the Amended and Restated Declaratio n. After a default with respect to
Series 2, the institutio nal trustee fo r Series 2 will exercise the rig hts and po wers vested in it by the Amended and Restated Declaratio n
using the same deg ree o f care and skill as a prudent individual wo uld exercise in the co nduct o f his o r her o wn affairs. The institutio nal
trustee fo r Series 2 is under no o blig atio n to exercise any o f the rig hts o r po wers vested in it by the Amended and Restated Declaratio n
at the request o f any ho lder o f Series 2 Trust Preferred Securities unless o ffered security and indemnity reaso nably satisfacto ry to it by
such ho lder ag ainst the co sts, expenses and liabilities that mig ht be incurred thereby. Despite the fo reg o ing , the institutio nal trustee fo r
Series 2, upo n the o ccurrence o f a declaratio n default with respect to Series 2, shall no t be relieved o f its o blig atio n to exercise the
rig hts and po wers vested in it by the Amended and Restated Declaratio n. The institutio nal trustee fo r Series 2 will no t be liable fo r any
special, indirect o r co nsequential lo ss o r damag e o f any kind (including lo st pro fits), no r will it be respo nsible o r liable fo r any failure o r
delay in the perfo rmance o f its o blig atio ns arising o ut o f fo rces beyo nd its reaso nable co ntro l.

Paying Ag ent/Security Reg istrar

While the Series 2 Trust Preferred Securities are in definitive fo rm, the fo llo wing pro visio ns apply:
the institutio nal trustee fo r Series 2 may autho rize o ne o r mo re paying ag ents fo r Series 2 and desig nate o r remo ve an
additio nal o r substitute paying ag ent at any time;
the security reg istrar fo r Series 2 will affect the reg istratio n o f transfers o f Series 2 Trust Preferred Securities witho ut
charg e, but o nly upo n payment, with the g iving o f such indemnity as the security reg istrar may require, in respect o f any tax
o r o ther g o vernment charg es that may be impo sed in relatio n to the reg istratio n o f transfers; and
neither the administrative trustees fo r Series 2 no r the Trust acting with respect to Series 2 will be required to reg ister o r
cause to be reg istered the transfer o f Series 2 Trust Preferred Securities after such Series 2 Trust Preferred Securities have
been called fo r redemptio n.

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Table of Cont ent s

Go verning Law
The Amended and Restated Declaratio n fo r all purpo ses will be g o verned by and co nstrued in acco rdance with the laws o f the
State o f Delaware.

Miscellaneo us
The administrative trustees fo r Series 2 are autho rized in carrying o ut the activities o f the Trust pro vided fo r in the Amended and
Restated Declaratio n to take any actio n, no t inco nsistent with the Amended and Restated Declaratio n o r applicable law, that they
determine to be necessary o r desirable in carrying o ut such activities with respect to Series 2 including , but no t limited to (i) causing the
Trust and Series 2 no t to be deemed to be an investment co mpany required to be reg istered under the 194 0 Act, (ii) taking any
actio n to the extent necessary o r prudent to (x) ensure that the Trust o r Series 2 (as applicable) will be classified, fo r U.S. federal
inco me tax purpo ses, as either a g ranto r trust o r a partnership, and no t as an entity taxable as a co rpo ratio n, o r (y) increase the
likeliho o d o f the Trust o r Series 2 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses, and
(iii) co o perating with Ally to ensure that the Series 2 Debentures will be treated as indebtedness o f Ally fo r U.S. federal inco me tax
purpo ses. Ho wever, the administrative trustees fo r Series 2 may no t take such actio n if do ing so wo uld adversely affect the interests
o f the ho lders o f the Series 2 Trust Preferred Securities.

Ho lders o f the Series 2 Trust Preferred Securities have no preemptive rig hts.

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DESCRIPT ION OF T HE SERIES 2 DEBENT URES

Set fo rth belo w is a descriptio n o f the specific terms o f the Series 2 Debentures in which Series 2 o f the Trust has invested the
pro ceeds fro m the issuance and sale o f the series 2 securities. The terms o f the Series 2 Debentures include tho se stated in the
Amended and Restated Indenture and by the Trust Indenture Act. The fo llo wing descriptio n is no t intended to be co mplete and is
qualified by the Amended and Restated Indenture and by the Trust Indenture Act. The fo rm o f the Amended and Restated Indenture is
filed as an exhibit to the reg istratio n statement o f which this pro spectus is a part. Several capitalized terms used herein are defined in the
Amended and Restated Indenture. Wherever particular sectio ns o r defined terms o f the Amended and Restated Indenture are referred
to , such sectio ns o r defined terms are inco rpo rated herein by reference as part o f the statement made, and the statement is qualified in
its entirety by such reference.

Under circumstances discussed mo re fully belo w invo lving the disso lutio n o f the Trust o r Series 2, pro vided that any required
reg ulato ry appro val is o btained, the Series 2 Debentures will be distributed to the ho lders o f the series 2 securities in liquidatio n o f the
Trust o r Series 2. See Descriptio n o f the Series 2 Trust Preferred Securities Distributio n o f the Series 2 Debentures.

General
The Series 2 Debentures will be issued by Ally as Fixed Rate/Flo ating Rate Junio r Subo rdinated Deferrable Interest Debentures
due 204 0 pursuant to the Amended and Restated Indenture. The Series 2 Debentures are unsecured debt under the Amended and
Restated Indenture and represent an ag g reg ate principal amo unt equal to the sum o f the ag g reg ate stated liquidatio n amo unt o f the
Series 2 Trust Preferred Securities and Series 2 Co mmo n Securities.

The entire principal amo unt o f the Series 2 Debentures will mature and beco me due and payable, to g ether with any accrued and
unpaid interest thereo n including co mpo und interest o n February 15, 204 0.

If the Series 2 Debentures are distributed to ho lders o f the Series 2 Trust Preferred Securities in liquidatio n o f such ho lders
interests in Series 2, such Series 2 Debentures may be issued in the fo rm o f o ne o r mo re g lo bal securities (as described belo w) o r in
certificated fo rm. If the Series 2 Debentures are issued in the fo rm o f g lo bal securities, the Series 2 Debentures may be issued in
certificated fo rm in exchang e fo r a g lo bal security as described belo w under Disco ntinuance o f the Depo sitarys Services. In the
event that the Series 2 Debentures are issued in certificated fo rm, such Series 2 Debentures will be in deno minatio ns o f $25 and integ ral
multiples thereo f and may be transferred o r exchang ed at the o ffices described belo w. Payments o n Series 2 Debentures issued as a
g lo bal security will be made to DTC, to a successo r depo sitary o r, in the event that no depo sitary is used, to a paying ag ent fo r the
Series 2 Debentures. In the event the Series 2 Debentures are issued in certificated fo rm, principal and interest will be payable, the
transfer o f the Series 2 Debentures will be reg istrable and the Series 2 Debentures will be exchang eable fo r Series 2 Debentures o f
o ther deno minatio ns o f a like ag g reg ate principal amo unt at the co rpo rate trust o ffice o f the indenture trustee in New Yo rk, New Yo rk.
Payment o f interest may be made at the o ptio n o f Ally by check mailed to the address o f the perso ns entitled thereto . See Bo o k-
Entry and Settlement.

Ally has no t issued, and do es no t intend to issue, the Series 2 Debentures to anyo ne o ther than the Trust.

Subo rdinatio n
The Amended and Restated Indenture pro vides that the Series 2 Debentures are subo rdinated and junio r, bo th in liquidatio n and in
prio rity o f payment, to the extent specified in the Amended and Restated Indenture, to all Senio r Indebtedness (as defined belo w) o f
Ally. This means that no payment o f principal, including redemptio n payments, premium, if any, o r interest o n the Series 2 Debentures
may be made if:
any Senio r Indebtedness o f Ally has no t been paid when due and any applicable g race perio d relating to such default has
ended and such default has no t been cured o r been waived o r ceased to exist; o r

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the maturity o f any Senio r Indebtedness o f Ally has been accelerated because o f a default.

Upo n any payment by Ally o r distributio n o f assets o f Ally to credito rs upo n any disso lutio n, winding -up, liquidatio n o r
reo rg anizatio n, whether vo luntary o r invo luntary, o r in bankruptcy, inso lvency, receivership o r o ther pro ceeding s, all principal,
premium, if any, and interest due o r to beco me due o n all Senio r Indebtedness o f Ally must be paid in full befo re the ho lders o f Series
2 Debentures are entitled to receive o r retain any payment. Subject to satisfactio n o f all claims related to all Senio r Indebtedness o f
Ally, the rig hts o f the ho lders o f the Series 2 Debentures will be subro g ated to the rig hts o f the ho lders o f Senio r Indebtedness o f Ally
to receive payments o r distributio ns applicable to Senio r Indebtedness until all amo unts o wing o n the Series 2 Debentures are paid in
full.

The term Senio r Indebtedness means, with respect to Ally, the principal, premium, if any, and interest (including interest
accruing o n o r after the filing o f any petitio n in bankruptcy o r fo r reo rg anizatio n relating to Ally, whether o r no t such claim fo r po st-
petitio n interest is allo wed in such pro ceeding ) o n and o f all indebtedness and o blig atio ns in respect o f:
(i) (a) indebtedness fo r mo ney bo rro wed and (b) indebtedness evidenced by securities, no tes, debentures, bo nds o r o ther similar
instruments issued by Ally including all indebtedness (whether no w o r hereafter o utstanding ) issued under the subo rdinated debt
indenture, dated as o f December 31, 2008, between Ally and The Bank o f New Yo rk Mello n, as trustee, as the same may be amended,
mo dified o r supplemented fro m time to time;

(ii) all capital lease o blig atio ns o f Ally;

(iii) all o blig atio ns o f Ally issued o r assumed as the deferred purchase price o f pro perty, all co nditio nal sale o blig atio ns o f Ally
and all o blig atio ns o f Ally under any co nditio nal sale o r title retentio n ag reement;

(iv) all o blig atio ns, co nting ent o r o therwise, o f Ally in respect o f any letters o f credit, bankers acceptance, security purchase
facilities and similar credit transactio ns;

(v) all o blig atio ns o f Ally in respect o f interest rate swap, cap o r o ther ag reements, interest rate future o r o ptio n co ntracts,
currency swap ag reements, currency future o r o ptio ns co ntracts and o ther similar ag reements;

(vi) all o blig atio ns o f the type referred to in clauses (i) thro ug h (v) abo ve o f o ther perso ns fo r the payment o f which Ally is
respo nsible o r liable as o blig o r, g uaranto r o r o therwise; and

(vii) all o blig atio ns o f the type referred to in clauses (i) thro ug h (vi) abo ve o f o ther perso ns secured by any lien o n any pro perty
o r asset o f Ally, whether o r no t such o blig atio n is assumed by Ally;

except that Senio r Indebtedness do es no t include o blig atio ns in respect o f:

(i) any indebtedness issued under the Amended and Restated Indenture;

(ii) any g uarantee entered into by Ally in respect o f any series o f preferred securities, capital securities o r preference sto ck o f the
Trust (o r any similar trust established fo r the purpo se o f issuing trust preferred securities in co nnectio n with the issuance o f securities
under the Amended and Restated Indenture);

(iii) any acco unts payable o r o ther liabilities to trade credito rs (including g uarantees thereo f o r instruments evidencing such
liabilities); o r

(iv) any indebtedness o r any g uarantee that is by its terms subo rdinated to , o r ranks equally with, the Series 2 Debentures and the
issuance o f which (x) has received the co ncurrence o r appro val o f the FRB o r its staff o r (y) do es no t at the time o f issuance prevent
the Series 2 Debentures fro m qualifying fo r Tier 1 capital treatment

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(irrespective o f any limits o n the amo unt o f Allys Tier 1 capital) under applicable capital adequacy g uidelines, reg ulatio ns, po licies,
published interpretatio ns, o r has received the co ncurrence o r appro val o f the FRB o r its staff.

The Series 2 Debentures rank senio r to all o f Allys equity securities, including preferred sto ck.

The Amended and Restated Indenture do es no t limit the ag g reg ate amo unt o f Senio r Indebtedness that may be issued by Ally.

No twithstanding the abo ve and anything to the co ntrary in this pro spectus, ho lders o f Senio r Indebtedness do no t have any rig hts
under the Amended and Restated Indenture to enfo rce any o f the co venants in the Amended and Restated Indenture.

Optio nal Redemptio n

Ally will have the rig ht to redeem the Series 2 Debentures, in who le o r in part, at any time (i) o n o r after February 15, 2016 o r (ii) in
certain circumstances, upo n the o ccurrence o f a Special Event with respect to Series 2, as described in Descriptio n o f the Series 2
Trust Preferred Securities Special Event Redemptio n. Any o ptio nal redemptio n must be made upo n no t less than 30 no r mo re than
60 days no tice and, with respect to a redemptio n upo n a Special Event, within 90 days fo llo wing the o ccurrence o f such Special Event.

Ally may no t redeem the Series 2 Debentures unless it receives the prio r appro val o f the FRB to do so , if such appro val is then
required by the FRB.

The redemptio n price will be equal to 100% o f the principal amo unt to be redeemed plus any accrued and unpaid interest to the
redemptio n date. If the Series 2 Trust Preferred Securities are listed o n a natio nal securities exchang e and a partial redemptio n o f the
Series 2 Trust Preferred Securities resulting fro m a partial redemptio n o f the Series 2 Debentures wo uld result in the delisting o f the
Series 2 Trust Preferred Securities, Ally may o nly redeem the Series 2 Debentures in who le.

Interest
The Series 2 Debentures bear interest (i) fro m and including March 7, 2011 to but excluding February 15, 2016 at an annual rate o f
8.125%, payable quarterly in arrears o n February 15, May 15, Aug ust 15 and No vember 15 o f each year, beg inning o n Aug ust 15, 2011;
and (ii) fro m and including February 15, 2016 to but excluding February 15, 204 0, at an annual rate equal to three-mo nth LIBOR plus
5.785%, payable quarterly in arrears o n February 15, May 15, Aug ust 15 and No vember 15 o f each year, beg inning o n May 15, 2016.
Each date o n which interest is payable is called an interest payment date. Interest will be paid to the perso n in who se name such Series
2 Debentures are reg istered, with limited exceptio ns, at the clo se o f business o n the business day preceding such interest payment
date. In the event the Series 2 Debentures shall be held in bo o k-entry fo rm by a party o ther than the institutio nal trustee fo r Series 2, the
reco rd date shall be the date 15 days prio r to the interest payment date, o r such o ther reco rd date fixed by the administrative trustees
fo r Series 2 o f the Trust that is no t mo re than 60 no r less than 10 days prio r to such interest payment date.

The amo unt o f interest payable fo r any perio d ending o n o r befo re February 15, 2016 will be co mputed o n the basis o f a 360-day
year o f twelve 30-day mo nths, and fo r any perio d after February 15, 2016 will be co mputed o n the basis o f a 360-day year and the
actual number o f days elapsed, including the first day o f such perio d but excluding the date o f maturity. In the event that any interest
payment date o n o r prio r to February 15, 2016 is no t a business day, then payment o f the interest payable o n such interest payment date
will be made o n the next succeeding day that is a business day, and witho ut any interest o r o ther payment in respect o f any such delay.
In the event that any interest payment date after February 15, 2016 is no t a business day, then the interest payable o n such interest
payment date will be made o n the next succeeding day that is a business day, and

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interest will accrue to but excluding the date interest is paid. Ho wever, if such business day is in the next succeeding calendar mo nth,
such payment shall be made o n, and interest will accrue to but excluding , the immediately preceding business day, in each case with the
same fo rce and effect as if made o n such date.

Fo r the purpo ses o f calculating interest accruing o n the Series 2 Debentures fro m and including February 15, 2016:
Three-mo nth LIBOR means, with respect to any quarterly interest perio d, the rate (expressed as a percentag e per annum) fo r
depo sits in United States do llars fo r a three-mo nth perio d, as applicable, co mmencing o n the first day o f that quarterly interest perio d
that appears o n the Reuters Screen LIBOR as o f 11:00 a.m. (Lo ndo n time) o n the LIBOR determinatio n date fo r that quarterly interest
perio d, as the case may be. If such rate do es no t appear o n Reuters Screen LIBOR, three-mo nth LIBOR will be determined o n the basis
o f the rates at which depo sits in United States do llars fo r a three-mo nth perio d co mmencing o n the first day o f that quarterly interest
perio d, as applicable, and in a principal amo unt o f no t less than $1 millio n are o ffered to prime banks in the Lo ndo n interbank market by
fo ur majo r banks in the Lo ndo n interbank market selected by the Calculatio n Ag ent (after co nsultatio n with Ally), at appro ximately 11:00
a.m., Lo ndo n time, o n the LIBOR determinatio n date fo r that quarterly interest perio d. The Calculatio n Ag ent will request the principal
Lo ndo n o ffice o f each o f such banks to pro vide a quo tatio n o f its rate. If at least two such quo tatio ns are pro vided, three-mo nth LIBOR
with respect to that quarterly interest perio d, as applicable, will be the arithmetic mean (ro unded upward if necessary to the nearest
who le multiple o f 0.00001%) o f such quo tatio ns. If fewer than two quo tatio ns are pro vided, three-mo nth LIBOR with respect to that
quarterly interest perio d, as applicable, will be the arithmetic mean (ro unded upward if necessary to the nearest who le multiple o f
0.00001%) o f the rates quo ted by three majo r banks in New Yo rk City selected by the Calculatio n Ag ent, at appro ximately 11:00 a.m.,
New Yo rk City time, o n the first day o f that quarterly interest perio d, as applicable, fo r lo ans in United States do llars to leading
Euro pean banks fo r a three-mo nth perio d, as applicable, co mmencing o n the first day o f that quarterly interest perio d and in a principal
amo unt o f no t less than $1 millio n. Ho wever, if fewer than three banks selected by the Calculatio n Ag ent to pro vide quo tatio ns are
quo ting as described abo ve, three-mo nth LIBOR fo r that quarterly interest perio d, as applicable, will be the same as three-mo nth LIBOR
as determined fo r the previo us interest perio d o r, in the case o f the quarterly interest perio d beg inning o n February 15, 2016,
0.29000%. The establishment o f three-mo nth LIBOR fo r each quarterly interest perio d, as applicable, by the Calculatio n Ag ent shall (in
the absence o f manifest erro r) be final and binding ;

Calculatio n Ag ent means The Bank o f New Yo rk Mello n o r any o ther successo r appo inted by Ally, acting as calculatio n ag ent;

LIBOR determinatio n date means the seco nd Lo ndo n banking day immediately preceding the first day o f the relevant quarterly
interest perio d;

Lo ndo n banking day means any day o n which co mmercial banks are o pen fo r g eneral business (including dealing s in depo sits in
United States do llars) in Lo ndo n; and Reuters Screen LIBOR means the display desig nated o n the Reuters Screen LIBOR (o r such
o ther pag e as may replace Reuters Screen LIBOR o n the service o r such o ther service as may be no minated by the British Bankers
Asso ciatio n fo r the purpo se o f displaying Lo ndo n interbank o ffered rates fo r United States do llar depo sits).

Optio n to Extend Interest Payment Perio d

Ally has the rig ht to defer interest payments by extending the interest payment perio d o f the Series 2 Debentures fo r an extensio n
perio d no t exceeding 20 co nsecutive quarters, so lo ng as no event o f default with respect to the Series 2 Debentures has o ccurred and
is co ntinuing . Ho wever, no extensio n perio d may extend beyo nd the maturity o f the Series 2 Debentures. At the end o f any extensio n
perio d, Ally will pay all interest then accrued and unpaid, to g ether with interest thereo n at the rate specified fo r the Series 2 Debentures
to the extent permitted by applicable law. An extensio n perio d beg ins in the quarter in which no tice o f the extensio n perio d is g iven.

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During any such extensio n perio d:

(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:
(a) redemptio ns, purchases o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;
(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;
(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;
(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;
(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and
(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium, if any, o n, o r repay, repurchase o r redeem any Junio r Subo rdinated Indebtedness (as defined
in the Descriptio n o f the Series 2 Trust Preferred Securities) o ther than:
(a) redemptio ns, purchases o r o ther acquisitio ns o f Junio r Subo rdinated Indebtedness in co nnectio n with the administratio n
o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;
(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;
(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Junio r Subo rdinated Indebtedness fo r any o ther class
o r series o f Junio r Subo rdinated Indebtedness;
(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and
(e) any payment o f interest o n Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 2 Debentures
such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but unpaid interest
per like-amo unt o f the Series 2 Debentures and all Junio r Subo rdinated Indebtedness bear to each o ther.

The fo reg o ing , ho wever, will no t apply to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as that o n which
the dividend is being paid, o r dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-o wned subsidiary o f
Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally. Prio r to the terminatio n o f any extensio n perio d, Ally may further defer
payments o f interest by extending such extensio n perio d. Such extensio n perio d, including all such o ther extensio ns, ho wever, may no t
exceed 20 co nsecutive quarters, including the interest perio d in which no tice o f such extensio n perio d is g iven. No extensio n perio d
may extend beyo nd the maturity o r early redemptio n o f the Series 2 Debentures. At the terminatio n o f any extensio n perio d and upo n
the payment o f all amo unts then due, Ally may co mmence a new

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extensio n perio d, if co nsistent with the terms set fo rth in this sectio n. No interest during an extensio n perio d, except at the end o f such
perio d, shall be due and payable. Ho wever, Ally has the rig ht to prepay all o r any po rtio n o f accrued interest during an extensio n perio d.

Ally has no present intentio n o f exercising its rig ht to defer payments o f interest by extending the interest payment perio d o n the
Series 2 Debentures.

If the institutio nal trustee fo r Series 2 o f the Trust is the so le ho lder o f the Series 2 Debentures at the time Ally selects an
extended interest payment perio d, Ally will g ive the administrative trustees and institutio nal trustee fo r Series 2 no tice o f its selectio n
o f such extensio n perio d at least o ne business day prio r to the earlier o f:
(i) the next date o n which distributio ns o n the Series 2 Trust Preferred Securities wo uld be payable, if no t fo r such extensio n
perio d, o r

(ii) the date the administrative trustees fo r Series 2 are required to g ive no tice to the NYSE o r o ther applicable self-reg ulato ry
o rg anizatio n o r to ho lders o f the Series 2 Trust Preferred Securities o f the reco rd date o r the date such distributio ns are payable;

provided, that, in any event, Ally is no t required to g ive the administrative trustees fo r Series 2 o r the institutio nal trustee fo r Series 2
no tice o f its selectio n o f such extensio n perio d mo re than 15 business days, and must g ive such no tice no less than 5 business days,
befo re the next succeeding interest payment date o n the Series 2 Debentures. The administrative trustees fo r Series 2 Trust Preferred
Securities will g ive no tice o f Allys selectio n o f such extensio n perio d to the ho lders o f the Series 2 Trust Preferred Securities.

If the institutio nal trustee fo r Series 2 is no t the so le ho lder o f the Series 2 Debentures at the time Ally selects an extended interest
payment perio d, Ally will g ive the ho lders o f the Series 2 Debentures, the administrative trustees fo r Series 2 and the indenture trustee
fo r Series 2 no tice o f its selectio n o f such extensio n perio d at least ten business days befo re the earlier o f:
(i) the next succeeding interest payment date; o r

(ii) the date upo n which Ally is required to g ive no tice to the NYSE o r o ther applicable self-reg ulato ry o rg anizatio n o r to ho lders
o f the Series 2 Debentures o f the reco rd o r payment date o f such related interest payment.

provided, that, in any event, Ally is no t required to g ive the ho lders o f the Series 2 Debentures, the administrative trustees fo r Series 2
o r the indenture trustee fo r Series 2 no tice o f its selectio n o f such extensio n perio d mo re than 15 business days, and must g ive such
no tice no less than 5 business days, befo re the next succeeding interest payment date.

Indenture Events o f Default and Acceleratio n

The Amended and Restated Indenture pro vides that the fo llo wing are indenture events o f default with respect to the Series 2
Debentures:
(i) failure to pay in full interest accrued o n any Series 2 Debenture upo n the co nclusio n o f a perio d co nsisting o f 20 co nsecutive
quarters co mmencing with the earliest quarter fo r which interest (including interest accrued o n deferred payments) has no t been paid in
full and co ntinuance o f such failure to pay fo r a perio d o f 30 days; o r

(ii) specified events o f bankruptcy, inso lvency o r reo rg anizatio n, o r co urt appo intment o f a receiver, liquidato r o r trustee o f Ally.

If any indenture event o f default with respect to the Series 2 Debentures shall o ccur and be co ntinuing , the indenture trustee o r the
institutio nal trustee fo r Series 2, as the so le ho lder o f the Series 2 Debentures, will have

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the rig ht to declare the principal o f all the Series 2 Debentures then o utstanding to be immediately due and payable, upo n which the
principal and the accrued interest o n the Series 2 Debentures shall be immediately due and payable. The institutio nal trustee fo r Series 2
may also enfo rce its o ther rig hts as a credito r relating to the Series 2 Debentures.

If, upo n an indenture event o f default with respect to the Series 2 Debentures, the indenture trustee o r the institutio nal trustee fo r
Series 2, as the so le ho lder o f the Series 2 Debentures, fails to declare the principal o f all the Series 2 Debentures then o utstanding to
be immediately due and payable, the ho lders o f at least 25% in ag g reg ate liquidatio n amo unt o f the Series 2 Trust Preferred Securities
then o utstanding will have the rig ht to do so .

Indenture Defaults
The Amended and Restated Indenture pro vides that the fo llo wing are indenture defaults with respect to the Series 2 Debentures:
(i) an indenture event o f default with respect to the Series 2 Debentures;

(ii) a failure o f Ally to pay the principal o f, o r premium, if any, o n, any Series 2 Debenture when and as the same shall beco me
payable;

(iii) a failure o f Ally to pay any installment o f interest o n any Series 2 Debenture when and as the same shall beco me payable,
which failure shall have (taking into acco unt any extensio n perio d) co ntinued unremedied fo r 30 days;

(iv) the failure o f Ally fo r 90 days fo llo wing written no tice o f such failure to o bserve and perfo rm any o ther co venant o r
Ag reement in respect o f the Series 2 Debentures; and

(v) the Trust o r Series 2 shall have vo luntarily o r invo luntarily disso lved, wo und up its business o r o therwise terminated its
existence, except in co nnectio n with (a) the distributio n o f the Series 2 Debentures to ho lders o f the series 2 securities in liquidatio n o f
their interests in Series 2, (b) the redemptio n o f all o f the o utstanding series 2 securities o r (c) certain merg ers, co nso lidatio ns o r
amalg amatio ns permitted by the Amended and Restated Declaratio n o f Series 2.

There is no rig ht o f acceleratio n with respect to indenture defaults with respect to the Series 2 Debentures, except fo r tho se that
are indenture events o f default with respect to the Series 2 Debentures. An indenture default with respect to the Series 2 Debentures
also co nstitutes a declaratio n default with respect to the series 2 securities. The ho lders o f Series 2 Trust Preferred Securities in limited
circumstances have the rig ht to direct the institutio nal trustee fo r Series 2 to exercise its rig hts as the ho lder o f the Series 2 Debentures.
See Descriptio n o f the Series 2 Trust Preferred Securities Declaratio n Defaults and Vo ting Rig hts.

Any deferral o f interest o n the Series 2 Debentures made in acco rdance with the pro visio ns described abo ve in Optio n to
Extend Interest Payment Perio d will no t co nstitute a default under the Amended and Restated Indenture fo r the Series 2 Debentures.

The indenture trustee may withho ld no tice to the ho lders o f the Series 2 Debentures o f any default with respect thereto , except a
default in the payment o f principal, premium o r interest, if it co nsiders such withho lding to be in the interest o f such ho lders. The
indenture trustee shall be under no o blig atio n to exercise any o f the rig hts o r po wers vested in it by the Amended and Restated
Indenture at the request o r directio n o f any o f the ho lders pursuant to the Amended and Restated Indenture, unless such ho lders shall
have o ffered to the indenture trustee security o r indemnity satisfacto ry to the indenture trustee ag ainst the co sts, expenses and
liabilities which mig ht be incurred by it in co mpliance with such request o r directio n.

Despite the fo reg o ing , if an indenture default has o ccurred and is co ntinuing with respect to Series 2 and such event is attributable
to the failure o f Ally to pay interest o r principal (o r premium, if any) o n the Series 2

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Debentures when such interest o r principal (o r premium, if any) is o therwise payable, o r in the case o f redemptio n, the redemptio n date,
Ally ackno wledg es that, in such event, a ho lder o f Series 2 Trust Preferred Securities may sue fo r payment o n o r after the respective
due date specified in the Series 2 Debentures. Despite any payment made to such ho lder o f Series 2 Trust Preferred Securities by Ally
in co nnectio n with a direct actio n, Ally shall remain o blig ated to pay the principal o f o r interest o n the Series 2 Debentures held by
Series 2 o r the institutio nal trustee fo r Series 2. Ally shall be subro g ated to the rig hts o f the ho lder o f such Series 2 Trust Preferred
Securities relating to payments o n the Series 2 Trust Preferred Securities to the extent o f any payments made by Ally to such ho lder in
any direct actio n. The ho lders o f the Series 2 Trust Preferred Securities will no t be able to exercise directly any o ther remedy available
to the ho lders o f the Series 2 Debentures.

Mo dificatio ns and Amendments

Mo dificatio ns and amendments to the Amended and Restated Indenture with respect to Series 2 thro ug h a supplemental indenture
may be made by Ally and the indenture trustee with the co nsent o f the ho lders o f a majo rity in principal amo unt o f the Series 2
Debentures at the time o utstanding (o r, with respect to certain actio ns, witho ut such co nsent). Ho wever, no such mo dificatio n o r
amendment may, witho ut the co nsent o f the ho lder o f each Series 2 Debenture affected thereby:
(i) mo dify certain terms o f payment o f principal, premium, o r interest o n such Series 2 Debentures;

(ii) reduce the percentag e o f principal amo unt o f Series 2 Debentures the co nsent o f who se ho lders is necessary to mo dify o r
amend the Amended and Restated Indenture o r waive co mpliance by Ally with any co venant o r past default o n the Series 2 Debentures;

(iii) subject to certain exceptio ns, mo dify pro visio ns o f the Amended and Restated Indenture relating to (a) the ability to enter
into certain supplemental indentures, (b) the rig hts o f ho lders o f Series 2 Debentures to direct the pro ceeding fo r any remedy available
to the indenture trustee o r the exercise o f any trust o r po wer co nferred upo n the indenture trustee with respect to the Series 2
Debentures, o r (c) the ability o f ho lders o f Series 2 Debentures to waive certain past defaults; o r

(iv) remo ve o r impair the rig hts o f any ho lder o f a Series 2 Debenture to bring a direct actio n ag ainst Ally upo n the o ccurrence o f
certain indenture defaults. (See Indenture Defaults abo ve.)

If the Series 2 Debentures are held by Series 2 o r a trustee o f Series 2, such supplemental indenture shall no t be effective until the
ho lders o f a majo rity in liquidatio n preference o f the series 2 securities shall have co nsented to such supplemental indenture. If the
co nsent o f the ho lder o f each o utstanding Series 2 Debenture is required, such supplemental indenture shall no t be effective until each
ho lder o f the series 2 securities shall have co nsented to such supplemental indenture.

Discharg e and Defeasance

Ally may discharg e mo st o f its o blig atio ns to ho lders o f the Series 2 Debentures under the Amended and Restated Indenture if all
such Series 2 Debentures that have no t already been delivered to the indenture trustee fo r cancellatio n have beco me due and payable o r
are by their terms due and payable within o ne year, o r are to be called fo r redemptio n within o ne year. Ally discharg es its o blig atio ns by
depo siting with the indenture trustee an amo unt sufficient to pay when due the principal o f and premium, if any, and interest o n all
o utstanding Series 2 Debentures and to make any mandato ry scheduled installment payments thereo n when due.

Unless o therwise specified in this pro spectus relating to the Series 2 Debentures, Ally, at its o ptio n:
(i) will be released fro m any and all o blig atio ns in respect o f the Series 2 Debentures, which is kno wn as defeasance and
discharg e; o r

(ii) need no t co mply with certain co venants specified herein reg arding the Series 2 Debentures, which is kno wn as co venant
defeasance.

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If Ally exercises its co venant defeasance o ptio n, the failure to co mply with any defeased co venant co ntained in the Amended and
Restated Indenture o r any supplemental indenture will no lo ng er be a default under the Amended and Restated Indenture.

To exercise either its defeasance and discharg e o r co venant defeasance o ptio n, Ally must:
(i) depo sit with the indenture trustee, in trust, cash o r U.S. g o vernment o blig atio ns in an amo unt sufficient to pay all the principal o f
and premium, if any, and any interest o n the Series 2 Debentures when such payments are due and deliver a written certificatio n o f a
natio nally reco g nized acco unting firm that the amo unt depo sited is sufficient; and

(ii) deliver an o pinio n o f co unsel (that, in the case o f a defeasance and discharg e, must be based upo n a ruling o r administrative
pro no uncement o f the Internal Revenue Service (the IRS), o r a chang e in applicable U.S. federal inco me tax law) to the effect that
the ho lders o f the Series 2 Debentures will no t reco g nize inco me, g ain o r lo ss fo r U.S. federal inco me tax purpo ses as a result o f such
depo sit o r defeasance and will be required to pay U.S. federal inco me tax in the same manner as if such defeasance had no t o ccurred.

When there is a defeasance and discharg e, the Amended and Restated Indenture will no lo ng er g o vern the Series 2 Debentures,
Ally will no lo ng er be liable fo r payment, and the ho lders o f such Series 2 Debentures will be entitled o nly to the depo sited funds. When
there is a co venant defeasance, ho wever, Ally will co ntinue to be o blig ated fo r payments when due if the depo sited funds are no t
sufficient to pay the ho lders.

The o blig atio ns under the Amended and Restated Indenture to pay all expenses o f the Trust relating to Series 2, to reg ister the
transfer o r exchang e o f Series 2 Debentures, to replace mutilated, defaced, destro yed, lo st o r sto len Series 2 Debentures, and to
maintain paying ag ents and ho ld mo nies fo r payment in trust will co ntinue even if Ally exercises its defeasance and discharg e o r
co venant defeasance o ptio n.

Co ncerning the Indenture T rustee

Ally and certain o f its subsidiaries may also maintain bank acco unts, bo rro w mo ney and have o ther custo mary co mmercial banking
o r investment banking relatio nships with the indenture trustee in the o rdinary co urse o f business.

Co nso lidatio n, Merg er and Sale o f Assets

The Amended and Restated Indenture pro vides that Ally will no t co nso lidate with o r merg e into ano ther co rpo ratio n o r co nvey,
transfer o r lease its assets substantially as an entirety unless:
(i) the successo r is a co rpo ratio n o rg anized in the United States and expressly assumes the due and punctual payment o f the
principal o f, and premium, if any, and interest o n all the Series 1 Debentures and the Series 2 Debentures and the perfo rmance o f every
o ther co venant o f the Amended and Restated Indenture o n the part o f Ally; and

(ii) immediately thereafter no indenture default and no event that, after no tice o r lapse o f time, o r bo th, wo uld beco me an
indenture default with respect to either Series 1 Debentures o r Series 2 Debentures, shall have happened and be co ntinuing .

Upo n any such co nso lidatio n, merg er, co nveyance o r transfer, the successo r co rpo ratio n shall succeed to and be substituted fo r
and may exercise every rig ht and po wer o f Ally under the Amended and Restated Indenture. Thereafter the predecesso r co rpo ratio n
shall be relieved o f all o blig atio ns and co venants under the Amended and Restated Indenture and the Series 2 Debentures.

Bo o k- Entry and Settlement

The Series 2 Debentures will be issued in fully reg istered certificated fo rm witho ut interest co upo ns. If distributed to ho lders o f
the Series 2 Trust Preferred Securities in co nnectio n with the invo luntary o r vo luntary

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disso lutio n, winding -up o r liquidatio n o f Series 2 as a result o f the o ccurrence o f a Special Event, (i) any definitive certificates
representing the Series 2 Debentures held by Series 2 o r the institutio nal trustee fo r Series 2 will be presented to the institutio nal trustee
in exchang e fo r o ne o r mo re g lo bal certificates reg istered in the name o f the depo sitary o r its no minee in an ag g reg ate principal
amo unt o f all o utstanding Series 2 Debentures issued to Series 2 and (ii) any definitive certificates representing the Series 2 Trust
Preferred Securities (except any Series 2 Trust Preferred Securities held by DTC, its no minee o r any o ther clearing ag ency o r its
no minee) will be deemed to represent beneficial interests in the Series 2 Debentures having an ag g reg ate principal amo unt equal to the
ag g reg ate liquidatio n amo unt o f, with an interest rate identical to the distributio n rate o f, the Series 2 Trust Preferred Securities, and
accrued and unpaid interest equal to accrued and unpaid distributio ns o n such Series 2 Trust Preferred Securities until such certificates
are presented to Ally o r its ag ent fo r transfer o r reissue.

Each g lo bal certificate is referred to as a g lo bal security. Except under the limited circumstances described belo w under
Disco ntinuance o f the Depo sitarys Services, the Series 2 Debentures represented by a g lo bal security will no t be exchang eable fo r,
and will no t o therwise be issuable as, the Series 2 Debentures in definitive fo rm. The g lo bal securities may no t be transferred except by
the depo sitary to a no minee o f the depo sitary o r by a no minee o f the depo sitary to the depo sitary o r ano ther no minee o f the
depo sitary o r to a successo r depo sitary o r its no minee.

The laws o f so me jurisdictio ns require that certain purchasers o f securities take physical delivery o f such securities in definitive
fo rm. These laws may impair the ability to transfer o r pledg e beneficial interests in a g lo bal security.

Except as pro vided belo w, o wners o f beneficial interests in a g lo bal security will no t be entitled to receive physical delivery o f the
Series 2 Debentures in definitive fo rm and will no t be co nsidered the ho lders, as defined in the Amended and Restated Indenture, o f the
g lo bal security fo r any purpo se under the Amended and Restated Indenture. A g lo bal security representing Series 2 Debentures is o nly
exchang eable fo r ano ther g lo bal security o f like deno minatio n and teno r to be reg istered in the name o f the depo sitary o r its no minee
o r to a successo r depo sitary o r its no minee. This means that each beneficial o wner must rely o n the pro cedures o f the depo sitary, o r if
such perso n is no t a participant, o n the pro cedures o f the participant thro ug h which such perso n o wns its interest, to exercise any rig hts
o f a ho lder under the Amended and Restated Indenture.

T he Depo sitary
If the Series 2 Debentures are issued in the fo rm o f a g lo bal certificate, DTC will act as securities depo sitary fo r the Series 2
Debentures. As o f the date o f this pro spectus, the descriptio n in this pro spectus o f DTCs bo o k-entry system and DTCs practices as
they relate to purchases, transfers, no tices and payments relating to the Series 2 Trust Preferred Securities apply in all material respects
to any debt o blig atio ns represented by o ne o r mo re g lo bal securities held by DTC. Ally may appo int a successo r to DTC o r any
successo r depo sitary in the event DTC o r such successo r depo sitary is unable o r unwilling to co ntinue as a depo sitary fo r the g lo bal
securities. Fo r a descriptio n o f DTC and the specific terms o f the depo sitary arrang ements, see Descriptio n o f the Series 2 Trust
Preferred Securities Fo rm o f Certificates and Descriptio n o f the Series 2 Trust Preferred Securities Fo rm o f Certificates.

No ne o f Ally, the Trust, the indenture trustee, any paying ag ent and any o ther ag ent o f Ally o r the indenture trustee will have any
respo nsibility o r liability fo r any aspect o f the reco rds relating to o r payments made o n acco unt o f beneficial o wnership interests in a
g lo bal security fo r such Series 2 Debentures o r fo r maintaining , supervising o r reviewing any reco rds relating to such beneficial
o wnership interests.

Disco ntinuance o f the Depo sitarys Services

A g lo bal security shall be exchang eable fo r the Series 2 Debentures reg istered in the names o f perso ns o ther than the depo sitary
o r its no minee o nly if:
(i) the depo sitary no tifies Ally that it is unwilling o r unable to co ntinue as a depo sitary fo r the Series 1 Debentures and/o r the Series
2 Debentures and no successo r depo sitary shall have been appo inted within 90 days o f the depo sitary so no tifying Ally;

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(ii) the depo sitary, at any time, ceases to be reg istered o r in g o o d standing under the Exchang e Act o r o ther applicable statute o r
reg ulatio n and no successo r depo sitary shall have been appo inted within 90 days o f Ally beco ming aware o f the co nditio n; o r

(iii) Ally, in its so le discretio n, determines that such g lo bal security shall be so exchang eable.

Any g lo bal security that is exchang eable pursuant to the preceding sentence shall be exchang eable fo r the Series 2 Debentures
reg istered in such names and in such autho rized deno minatio ns as the depo sitary shall direct. It is expected that such instructio ns will be
based upo n directio ns received by the depo sitary fro m its direct o r indirect participants o r o therwise relating to o wnership o f beneficial
interests in such g lo bal security.

Certain Co venants
If there shall have o ccurred and be co ntinuing a default under the Amended and Restated Indenture with respect to the Series 2
Debentures, o r Ally shall have g iven no tice o f its electio n to defer payments o f interest o n the Series 2 Debentures by extending the
interest payment perio d and such perio d, o r any extensio n o f such perio d, shall be co ntinuing , then:
(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:
(a) redemptio ns, purchases o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;
(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;
(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;
(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;
(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and
(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium, if any, o n, o r repay, repurchase o r redeem any Junio r Subo rdinated Indebtedness o ther than:
(a) redemptio ns, purchases o r o ther acquisitio ns o f Junio r Subo rdinated Indebtedness in co nnectio n with the administratio n
o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;
(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;
(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Junio r Subo rdinated Indebtedness fo r any o ther class
o r series o f Junio r Subo rdinated Indebtedness;

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(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and
(e) any payment o f interest o n Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 2 Debentures
such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but unpaid interest
per like-amo unt o f Series 2 Debentures and all Junio r Subo rdinated Indebtedness bear to each o ther.

These restrictio ns, ho wever, will no t apply to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as that
o n which the dividend is being paid o r dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-o wned
subsidiary o f Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally.

So lo ng as the series 2 securities remain o utstanding , Ally will co venant to :

(i) directly o r indirectly maintain 100% o wnership o f the Series 2 Co mmo n Securities, unless a permitted successo r o f Ally
succeeds to Allys o wnership o f the Series 2 Co mmo n Securities;

(ii) no t vo luntarily disso lve, wind up o r terminate Series 2 o r the Trust, except in co nnectio n with:
(a) a distributio n o f the Series 2 Debentures upo n a Special Event; o r
(b) certain merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n;

(iii) timely perfo rm its duties as spo nso r o f Series 2;

(iv) use its reaso nable effo rts to cause Series 2 to remain a statuto ry trust, except in co nnectio n with the distributio n o f the Series
2 Debentures to the ho lders o f series 2 securities in liquidatio n o f their interests in Series 2, the redemptio n o f all o f the o utstanding
series 2 securities, o r merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n; and

(v) no t kno wing ly take any actio n that wo uld (x) cause the Trust o r Series 2 (as applicable) to be classified (a) as o ther than either
a g ranto r trust o r a partnership o r (b) as an entity taxable as a co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r
(y) materially reduce the likeliho o d o f the Trust o r Series 2 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax
purpo ses.

Go verning Law
The Amended and Restated Indenture and the Series 2 Debentures fo r all purpo ses are g o verned by and co nstrued in acco rdance
with the laws o f the State o f New Yo rk.

Fees and Expenses

The Amended and Restated Indenture pro vides that Ally will pay certain fees and expenses o f Series 2, including all fees and
expenses related to :
(i) the co sts and expenses o f Series 2 including , but no t limited to , the co sts and expenses related to the o rg anizatio n o f the
Trust;

(ii) the fees and expenses o f the institutio nal trustee, the administrative trustees fo r Series 2 and the Delaware trustee;

(iii) the co sts and expenses relating to the o peratio n, maintenance and disso lutio n o f Series 2; and

(iv) the enfo rcement by the institutio nal trustee fo r Series 2 o f the rig hts o f the ho lders o f the Series 2 Trust Preferred Securities.

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UNIT ED ST AT ES FEDERAL INCOME T AX CONSIDERAT IONS

General
The fo llo wing is a g eneral summary o f U.S. federal inco me tax co nsequences o f the purchase, o wnership and dispo sitio n o f
Series 2 Trust Preferred Securities. The summary is based o n:
laws;
reg ulatio ns;
ruling s; and
decisio ns no w in effect,

all o f which may chang e, po ssibly with retro active effect. This summary deals o nly with a beneficial o wner o f Series 2 Trust Preferred
Securities that purchases the Series 2 Trust Preferred Securities in this o ffering at the initial o ffering price and who will ho ld the Series 2
Trust Preferred Securities as capital assets. This summary do es no t address all o f the U.S. federal inco me tax co nsideratio ns that may
be relevant to a beneficial o wner o f Series 2 Trust Preferred Securities. Fo r example, this summary do es no t address tax
co nsideratio ns applicable to investo rs to who m special tax rules may apply, including :
banks o r o ther financial institutio ns;
tax-exempt entities;
insurance co mpanies;
reg ulated investment co mpanies;
co mmo n trust funds;
entities that are treated fo r U.S. federal inco me tax purpo ses as partnerships o r o ther passthro ug h entities (o r investo rs in
such entities);
co ntro lled fo reig n co rpo ratio ns;
U.S. expatriates;
dealers in securities;
perso ns subject to alternative minimum tax;
perso ns that will ho ld the Series 2 Trust Preferred Securities as a part o f an integ rated investment, including a straddle o r
co nversio n transactio n, co nsisting o f Series 2 Trust Preferred Securities and o ne o r mo re o ther po sitio ns; o r
United States ho lders (as defined belo w) that have a functio nal currency o ther than the U.S. do llar.

As used in this summary, a United States ho lder is a beneficial o wner o f Series 2 Trust Preferred Securities who is, fo r U.S.
federal inco me tax purpo ses:
an individual who is a citizen o r resident o f the United States;
a co rpo ratio n o r o ther entity treated as a co rpo ratio n created o r o rg anized in o r under the laws o f the United States, any state
thereo f o r the District o f Co lumbia;
an estate, if U.S. federal inco me taxatio n is applicable to the inco me o f such estate reg ardless o f the inco mes so urce; o r
a trust if a United States co urt is able to exercise primary supervisio n o ver the Trusts administratio n and o ne o r mo re United
States perso ns have the autho rity to co ntro l all o f the Trusts substantial decisio ns, o r if the trust has made a valid electio n to
be treated as a do mestic trust.

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As used in this summary, the term no n-United States ho lder means a beneficial o wner o f Series 2 Trust Preferred Securities that,
fo r U.S. federal inco me tax purpo ses, is an individual, co rpo ratio n, estate o r trust and is no t a United States ho lder.

Pro spective investo rs sho uld co nsult their tax adviso rs in determining the tax co nsequences to them o f purchasing , ho lding and
dispo sing o f the Series 2 Trust Preferred Securities, including the applicatio n to their particular situatio n o f the U.S. federal inco me tax
co nsideratio ns discussed belo w, as well as the applicatio n o f state, lo cal, fo reig n o r o ther tax laws (including federal estate and g ift tax
law).

Classificatio n o f the Series 2 Debentures

In co nnectio n with the issuance o f the Series 2 Debentures, Davis Po lk & Wardwell LLP, special tax co unsel to Ally will render its
o pinio n g enerally to the effect that, under then current law and assuming full co mpliance with the terms o f the indenture and o ther
relevant do cuments, and based o n the facts, assumptio ns and co nditio ns co ntained in such o pinio n, while there is no autho rity directly
o n po int and the issue is no t free fro m do ubt, the Series 2 Debentures held by Series 2 will be classified fo r U.S. federal inco me tax
purpo ses as indebtedness o f Ally.

Classificatio n o f the T rust

Assuming full co mpliance with the terms o f the Amended and Restated Declaratio n, the indenture and o ther relevant do cuments, in
the o pinio n o f Davis Po lk & Wardwell LLP (Tax Co unsel), the Trust o r Series 2 (as applicable) will be classified, fo r U.S. federal
inco me tax purpo ses, as either a g ranto r trust o r a partnership, and no t as an entity taxable as a co rpo ratio n. In additio n, based o n the
advice o f Tax Co unsel, the Trust intends to treat (i) each series as a separate entity, and (ii) Series 2 as a g ranto r trust, in each case fo r
U.S. federal inco me tax purpo ses. By purchasing a Series 2 Trust Preferred Security, a ho lder is deemed to ag ree to the fo reg o ing
treatment.

Under the fo reg o ing treatment, fo r U.S. federal inco me tax purpo ses, a ho lder will be treated as o wning an undivided beneficial
interest in the Series 2 Debentures, and will be required to include in its g ro ss inco me all interest o r o rig inal issue disco unt (OID) and
all g ain o r lo ss reco g nized relating to its allo cable share o f the Series 2 Debentures, as discussed belo w.

Altho ug h the Trust intends to treat (i) each series as a separate entity, and (ii) Series 2 as a g ranto r trust, in each case fo r U.S.
federal inco me tax purpo ses, the treatment o f the Trust is uncertain and no ruling reg arding the treatment o f the Trust has been so ug ht
fro m the Internal Revenue Service (the IRS). As a result, the IRS co uld take the po sitio n that the Trust o r Series 2 is a partnership fo r
U.S. federal inco me tax purpo ses. If the IRS were successfully to assert that the Trust o r Series 2 is treated as a partnership fo r U.S.
federal inco me tax purpo ses, we do no t expect that such treatment wo uld materially chang e a ho lders U.S. federal inco me tax
treatment with respect to a Series 2 Trust Preferred Security, except that a ho lder mig ht no t be able to make certain electio ns with
respect to market disco unt and acquisitio n premium that wo uld be available if the Trust were no t treated as a partnership. United States
ho lders sho uld co nsult their o wn tax adviso rs reg arding the classificatio n o f the Trust fo r U.S. federal inco me tax purpo ses and the
effect, if any, that such classificatio n may have o n the U.S. federal inco me tax co nsequences o f purchasing , o wning and dispo sing o f
the Series 2 Trust Preferred Securities.

The balance o f this summary assumes that each series o f the Trust is treated as a separate entity, and that Series 2 is a g ranto r
trust, in each case fo r U.S. federal inco me tax purpo ses.

United States Ho lders

Issue Price of the Series 2 Debentures
The U.S. federal inco me tax co nsequences described herein depend in part upo n whether the mo dificatio n o f the Series 2
Debentures, immediately prio r to their sale in this o ffering , will be treated as a sig nificant

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Table of Cont ent s

mo dificatio n, under applicable Treasury Reg ulatio ns, causing the Series 2 Debentures to be treated as a newly issued series o f
indebtedness fo r U.S. federal inco me tax purpo ses, rather than as a no ntaxable mo dificatio n o f the debt securities underlying the Trust
Preferred Securities previo usly held by Treasury. If the Series 2 Debentures are treated as a newly issued series o f indebtedness, it is
expected that such indebtedness will have an issue price fo r U.S. federal inco me tax purpo ses that is equal to its fair market value, which
is expected to be appro ximately equal to its principal amo unt. If the Series 2 Debentures are no t treated as a newly issued series o f
indebtedness fo r U.S. federal inco me tax purpo ses, the issue price o f the Series 2 Debentures sho uld equal the price at which Treasury
o rig inally acquired its Trust Preferred Securities, as determined fo r U.S. federal inco me tax purpo ses, which Ally believes was
appro ximately 95% o f the principal amo unt o f the Series 2 Debentures. Ally believes that the mo dificatio n o f the Series 2 Debentures
will be co nsidered sig nificant fo r U.S. federal inco me tax purpo ses.

Interest Income and Original Issue Discount

Under applicable Treasury reg ulatio ns, a remo te po ssibility that stated interest will no t be timely paid will be ig no red in
determining whether a debt instrument is issued with OID. Ally believes that the likeliho o d o f it exercising its o ptio n to defer payments
is remo te within the meaning o f Treasury reg ulatio ns. Based o n the fo reg o ing , Ally believes that the Series 2 Debentures will no t be
co nsidered to be issued with OID at the time o f their o rig inal issuance and, acco rding ly, that each United States ho lder o f Series 2 Trust
Preferred Securities will be required to include in g ro ss inco me such United States ho lders allo cable share o f interest o n the Series 2
Debentures in acco rdance with the United States ho lders reg ular metho d o f tax acco unting .

Under the reg ulatio ns, if Allys exercise o f its o ptio n to defer any payment o f interest was determined no t to be remo te, o r if
Ally actually exercised its o ptio n to defer any payment o f interest, the Series 2 Debentures wo uld be treated as issued with OID at the
time o f issuance o r at the time o f the exercise, as the case may be. Then, all stated interest o n the Series 2 Debentures wo uld thereafter
be treated as OID as lo ng as the Series 2 Debentures remained o utstanding . In such event, all o f a United States ho lders taxable
interest inco me relating to the Series 2 Debentures wo uld co nstitute OID that wo uld have to be included in inco me o n an eco no mic
accrual basis befo re the receipt o f the cash attributable to the interest, reg ardless o f such United States ho lders reg ular metho d o f tax
acco unting , and actual distributio ns o f stated interest wo uld no t be treated as taxable inco me. Co nsequently, a United States ho lder o f
Series 2 Trust Preferred Securities wo uld be required to include OID in g ro ss inco me (as o rdinary inco me) even tho ug h Ally wo uld no t
make any actual cash payments during an extensio n perio d. In additio n, if the issue price o f the Series 2 Debentures was less than their
principal amo unt as described abo ve under Issue Price o f the Series 2 Debentures, a ho lder wo uld be required to include such
disco unt as part o f the OID that wo uld be required to be accrued o n an eco no mic accrual basis. The amo unt o f OID that wo uld be
required to be accrued in any perio d, ho wever, wo uld be reduced by the accrued po rtio n o f any acquisitio n premium with respect to
such Series 2 Debentures, which wo uld equal the excess, if any, o f the ho lders purchase price fo r its Series 2 Trust Preferred
Securities o ver the adjusted issue price o f the related Series 2 Debentures.

No ruling s o r o ther interpretatio ns have been issued by the IRS that have addressed the meaning o f the term remo te as used in
the applicable Treasury reg ulatio ns as they may be applied to an instrument such as the Series 2 Debentures, and it is po ssible that the
IRS co uld take a po sitio n co ntrary to the interpretatio n in this pro spectus supplement.

Co rpo rate ho lders o f Series 2 Trust Preferred Securities will no t be entitled to a dividends-received deductio n relating to inco me
reco g nized relating to the Series 2 Trust Preferred Securities, and individual ho lders will no t be entitled to a lo wer inco me tax rate under
current law in respect o f certain dividends (which rate will expire o n December 31, 2012 unless leg islatively extended), relating to any
inco me reco g nized relating to the Series 2 Trust Preferred Securities.

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Table of Cont ent s

Receipt of Series 2 Debentures or Cash upon Liquidation of the Trust

Under the circumstances described in this pro spectus supplement, Series 2 Debentures may be distributed to ho lders in exchang e
fo r Series 2 Trust Preferred Securities upo n the liquidatio n o f Series 2. Under current law, such a distributio n, fo r U.S. federal inco me
tax purpo ses, wo uld be treated as a no ntaxable event to each United States ho lder, and each United States ho lder wo uld receive an
ag g reg ate tax basis in the Series 2 Debentures equal to the ho lders ag g reg ate tax basis in its Series 2 Trust Preferred Securities. A
United States ho lders ho lding perio d in the Series 2 Debentures received in liquidatio n o f the Trust wo uld include the perio d during
which the Series 2 Trust Preferred Securities were held by the ho lder. See Descriptio n o f the Series 2 Trust Preferred Securities
Distributio n o f the Series 2 Debentures.

Under the circumstances described in this pro spectus supplement, the Series 2 Debentures may be redeemed by Ally fo r cash and
the pro ceeds o f the redemptio n distributed by Series 2 to ho lders in redemptio n o f their Series 2 Trust Preferred Securities. Under
current law, such a redemptio n wo uld, fo r U.S. federal inco me tax purpo ses, co nstitute a taxable dispo sitio n o f the redeemed Series 2
Trust Preferred Securities. Acco rding ly, a United States ho lder wo uld reco g nize g ain o r lo ss as if it had so ld the redeemed Series 2
Trust Preferred Securities fo r cash. See Descriptio n o f the Series 2 Trust Preferred Securities Special Event Redemptio n and
Sale Exchang e, o r Other Dispo sitio n o f Series 2 Trust Preferred Securities belo w.

Sale, Exchange, or Other Disposition of Series 2 Trust Preferred Securities

Upo n the sale, exchang e, retirement o r o ther taxable dispo sitio n (co llectively, a dispo sitio n) o f Series 2 Trust Preferred
Securities, a United States ho lder will be co nsidered to have dispo sed o f all o r part o f its ratable share o f the Series 2 Debentures. The
United States ho lder will reco g nize g ain o r lo ss equal to the difference between its adjusted tax basis in the Series 2 Trust Preferred
Securities and the amo unt realized o n the dispo sitio n o f the Series 2 Trust Preferred Securities (excluding any accrued and unpaid
interest no t treated as OID, which will be taxable as o rdinary inco me to the extent no t previo usly taxed). Assuming that Ally do es no t
exercise its o ptio n to defer payment o f interest o n the Series 2 Debentures and that the Series 2 Debentures are no t deemed to be
issued with OID, a United States ho lders adjusted tax basis in a Series 2 Trust Preferred Security g enerally will be its initial purchase
price. If the Series 2 Debentures are deemed to be issued with OID (o r the deferral o ptio n is exercised), a United States ho lders tax
basis in a Series 2 Trust Preferred Security g enerally will be its initial purchase price, increased by OID previo usly includible in such
United States ho lders g ro ss inco me to the date o f dispo sitio n and decreased by distributio ns o r o ther payments received o n the
Series 2 Trust Preferred Securities in respect o f OID. This g ain o r lo ss g enerally will be capital g ain o r lo ss and g enerally will be lo ng -
term capital g ain o r lo ss if the Series 2 Trust Preferred Securities have been held fo r mo re than o ne year.

Sho uld Ally exercise its o ptio n to defer payment o f interest o n the Series 2 Debentures, the Series 2 Trust Preferred Securities
may trade at a price that do es no t fully reflect the accrued but unpaid interest relating to the underlying Series 2 Debentures. In the event
o f such a deferral, a United States ho lder that dispo ses o f its Series 2 Trust Preferred Securities will be required to include in inco me as
o rdinary inco me accrued but unpaid interest o n the Series 2 Debentures to the date o f dispo sitio n and to add that amo unt to its adjusted
tax basis in its ratable share o f the underlying Series 2 Debentures deemed dispo sed o f. To the extent the selling price is less than the
ho lders adjusted tax basis, the ho lder will reco g nize a capital lo ss. Capital lo sses g enerally canno t be applied to o ffset o rdinary
inco me in the case o f United States ho lders that are co rpo ratio ns fo r U.S. federal inco me tax purpo ses, and can o ffset o nly a limited
amo unt (g enerally $3,000) o f o rdinary inco me in the case o f all o ther United States ho lders.

Under Treasury reg ulatio ns that address repo rtable transactio ns, a United States ho lder that reco g nizes a lo ss that meets certain
thresho ld amo unts upo n the dispo sitio n o f a Series 2 Trust Preferred Security may be required to disclo se the lo ss-g enerating
transactio n to the IRS. Yo u sho uld co nsult yo ur tax adviso r co ncerning any po ssible disclo sure o blig atio n with respect to yo ur
dispo sitio n o f the Series 2 Trust Preferred Securities.

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Table of Cont ent s

Information Reporting and Backup Withholding

Generally, inco me o n the Series 2 Trust Preferred Securities is expected to be repo rted to the IRS and to ho lders o n Fo rms 1099-
INT (o r Fo rms 1099-OID, if applicable), which fo rms sho uld be mailed to ho lders o f Series 2 Trust Preferred Securities by January 31
o f each relevant calendar year. In additio n, United States ho lders may be subject to backup withho lding o n such amo unts if they do no t
pro vide their taxpayer identificatio n numbers to the Trustee in the manner required, fail to certify that they are no t subject to backup
withho lding , o r o therwise fail to co mply with applicable backup withho lding rules. United States ho lders g enerally also will be subject to
info rmatio n repo rting and backup withho lding with respect to the pro ceeds fro m a dispo sitio n (including pursuant to a cash liquidatio n)
o f the Series 2 Trust Preferred Securities. Any amo unts withheld under the backup withho lding rules will be allo wed as a credit ag ainst
the United States ho lders U.S. federal inco me tax liability, pro vided the required info rmatio n is timely furnished to the IRS.

Possible U.S. Person Reporting Requirements

Assuming Series 2 is respected as a separate g ranto r trust fo r U.S. federal inco me tax purpo ses, Ally believes, based o n the
advice o f Tax Co unsel, that Series 2 sho uld be co nsidered a do mestic g ranto r trust fo r such purpo ses. Ho wever, it is po ssible that the
IRS co uld treat Series 2 as a fo reig n g ranto r trust. A U.S. perso n who is a beneficial o wner o f an interest in a fo reig n g ranto r trust is
required to repo rt its interest in the trust each year by including a pro perly co mpleted IRS Fo rm 3520 as part o f its U.S. federal inco me
tax return. Failure to file a Fo rm 3520 in any year in which such filing is required may result in a substantial penalty. U.S. perso ns
co nsidering an investment in the Series 2 Trust Preferred Securities sho uld co nsult their o wn tax adviso rs abo ut the fo reig n trust
repo rting requirements and penalties, as well as the advisability o f making pro tective filing s.

Recent Legislation
Under recently enacted leg islatio n, fo r taxable years beg inning after December 31, 2012, a U.S. perso n that is an individual o r
estate, o r a trust that do es no t fall into a special class o f trusts that is exempt fro m such tax, g enerally will be subject to a 3.8% tax (the
Medicare tax) o n the lesser o f (1) the U.S. perso ns net investment inco me fo r the relevant taxable year and (2) the excess o f the
U.S. perso ns mo dified adjusted g ro ss inco me fo r the taxable year o ver a certain thresho ld. A U.S. perso ns net investment inco me will
g enerally include its interest (o r OID) inco me and g ain upo n the sale o r redemptio n o f the Series 2 Trust Preferred Securities. If yo u are
a U.S. perso n that is an individual, estate o r trust, yo u are urg ed to co nsult yo ur tax adviso rs reg arding the applicability o f the Medicare
tax to yo ur investment in the Series 2 Trust Preferred Securities.

No n- United States Ho lders

Under current U.S. federal inco me tax law:
withho lding o f U.S. federal inco me tax will no t apply to a payment o f interest (including any OID) o n Series 2 Trust Preferred
Securities to a no n-United States ho lder, pro vided that:
(1) the no n-United States ho lder do es no t actually o r co nstructively o wn 10 percent o r mo re o f the to tal co mbined vo ting
po wer o f all classes o f sto ck o f Ally entitled to vo te and is no t a co ntro lled fo reig n co rpo ratio n related to Ally
thro ug h sto ck o wnership;
(2) such interest is no t effectively co nnected with the co nduct o f a U.S. trade o r business eng ag ed in by the no n-United
States ho lder;
(3) the no n-United States ho lder pro vides a statement sig ned under penalties o f perjury that includes its name and address
and certifies that it is a no n-United States perso n in co mpliance with applicable requirements; and
(4 ) the withho lding ag ent do es no t have actual kno wledg e o r reaso n to kno w that the no n-United States ho lder o f the
Series 2 Trust Preferred Securities is a United States ho lder.
withho lding o f U.S. federal inco me tax will g enerally no t apply to any g ain realized o n the dispo sitio n o f Series 2 Trust
Preferred Securities.

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Table of Cont ent s

If any payment o f interest that is no t effectively co nnected with a no n-United States ho lders trade o r business do es no t satisfy
the fo reg o ing requirements, such payment will be subject to U.S. federal withho lding tax o f 30%, unless an applicable inco me tax
treaty pro vides o therwise.

If a no n-United States ho lder is eng ag ed in a trade o r business in the United States (and, if o ne o f certain tax treaties applies, the
no n-United States ho lder maintains a permanent establishment within the United States) and the interest o n the Series 2 Trust Preferred
Securities is effectively co nnected with the co nduct o f that trade o r business (and, if o ne o f certain tax treaties applies, attributable to
that permanent establishment), the no n-United States ho lder will be subject to U.S. federal inco me tax o n the interest o n a net inco me
basis in the same manner as if the no n-United States ho lder were a United States ho lder. In additio n, in any year, a no n-United States
ho lder that is a fo reig n co rpo ratio n eng ag ed in a trade o r business in the United States may be subject to a 30% (o r such lo wer rate as
may apply under an applicable treaty) branch pro fits tax o n such ho lders effectively co nnected earning s and pro fits fo r such year
(subject to certain adjustments).

Any g ain realized o n the dispo sitio n o f Series 2 Trust Preferred Securities g enerally will no t be subject to U.S. federal inco me tax
unless:
that g ain is effectively co nnected with the no n-United States ho lders co nduct o f a trade o r business in the United States
(and, if o ne o f certain tax treaties applies, is attributable to a permanent establishment maintained by the no n-United States
ho lder within the United States), in which case such g ain g enerally will be taxed in the same manner as effectively co nnected
interest inco me (as described abo ve); o r
the no n-United States ho lder is an individual who is present in the United States fo r 183 days o r mo re in the taxable year o f
the dispo sitio n and certain o ther co nditio ns are met, in which case such g ain (net o f certain U.S.-so urce lo sses) g enerally will
be subject to a 30% tax.

In g eneral, backup withho lding and related info rmatio n repo rting will no t apply to a payment o f interest o n Series 2 Trust Preferred
Securities to a no n-United States ho lder, o r to pro ceeds fro m the dispo sitio n (including pursuant to a cash liquidatio n) o f Series 2 Trust
Preferred Securities by a no n-United States ho lder, in each case, if the ho lder certifies under penalties o f perjury that it is a no n-United
States perso n and the withho lding ag ent do es no t have actual kno wledg e, o r reaso n to kno w, to the co ntrary. Any amo unts withheld
under the backup withho lding rules will be refunded o r credited ag ainst the no n-United States ho lders U.S. federal inco me tax liability,
pro vided the required info rmatio n is timely furnished to the IRS.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY
AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDERS PARTICULAR SITUATION. HOLDERS SHOULD CONSULT
THEIR TAX ADVISORS IN DETERMINING THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE SERIES 2 TRUST PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE,
LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR
OTHER TAX LAWS.

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Table of Cont ent s

BENEFIT PLAN INVEST OR CONSIDERAT IONS

A fiduciary o f a pensio n, pro fit-sharing o r o ther emplo yee benefit plan g o verned by the Emplo yee Retirement Inco me Security
Act o f 1974 , as amended (ERISA), sho uld co nsider the fiduciary standards o f ERISA in the co ntext o f the ERISA plans particular
circumstances befo re autho rizing an investment in the Series 2 Trust Preferred Securities. Amo ng o ther facto rs, the fiduciary sho uld
co nsider whether such an investment is in acco rdance with the do cuments g o verning the ERISA plan and whether the investment is
appro priate fo r the ERISA plan in view o f its o verall investment po licy and diversificatio n o f its po rtfo lio .

Certain pro visio ns o f ERISA and the Internal Revenue Co de o f 1986, as amended (the Co de), pro hibit emplo yee benefit plans
(as defined in Sectio n 3(3) o f ERISA) that are subject to Title I o f ERISA, plans described in Sectio n 4 975(e)(1) o f the Co de
(including , witho ut limitatio n, retirement acco unts and Keo g h Plans), and entities who se underlying assets include plan assets by reaso n
o f a plans investment in such entities (including , witho ut limitatio n, as applicable, insurance co mpany g eneral acco unts) (co llectively,
plans) fro m eng ag ing in certain transactio ns invo lving plan assets with parties that are parties in interest under ERISA o r
disqualified perso ns under the Co de with respect to the plan o r entity. Go vernmental and o ther plans that are no t subject to ERISA o r
to the Co de may be subject to similar restrictio ns under state, federal, lo cal o r no n-U.S. law (co llectively, Similar Laws). Any
emplo yee benefit plan o r o ther entity, to which such pro visio ns o f ERISA, the Co de o r Similar Law apply, pro po sing to acquire the
o ffered securities sho uld co nsult with its leg al co unsel.

The U.S. Department o f Labo r has issued a reg ulatio n with reg ard to whether the underlying assets o f an entity in which emplo yee
benefit plans acquire equity interests are deemed to be plan assets (as mo dified by Sectio n 3(4 2) o f ERISA, the Plan Asset
Reg ulatio n). Under the Plan Asset Reg ulatio n, fo r purpo ses o f ERISA and Sectio n 4 975 o f the Co de, the assets o f the Trust wo uld be
deemed to be plan assets o f a plan who se assets were used to purchase Series 2 Trust Preferred Securities if the Series 2 Trust
Preferred Securities were co nsidered to be equity interests in the Trust and no exceptio n to plan asset status were applicable under such
reg ulatio n.

The Plan Asset Reg ulatio n defines an equity interest as any interest in an entity o ther than an instrument that is treated as
indebtedness under applicable lo cal law and which has no substantial equity features. Altho ug h it is no t free fro m do ubt, Series 2 Trust
Preferred Securities o ffered hereby wo uld likely be treated as equity interests fo r purpo ses o f the Plan Asset Reg ulatio n. One
exceptio n to plan asset status under the Plan Asset Reg ulatio n applies to a class o f equity interests that are (i) widely held (i.e., held
by 100 o r mo re investo rs who are independent o f the issuer and each o ther), (ii) freely transferable, and (iii) either (a) part o f a class o f
securities reg istered under Sectio n 12(b) o r 12(g ) o f the Exchang e Act, o r (b) so ld as part o f an o ffering o f securities to the public
pursuant to an effective reg istratio n statement under the Securities Act and such class is reg istered under the Exchang e Act within 120
days after the end o f the fiscal year o f the issuer during which the o ffering o f such securities to the public o ccurred (the Publicly
Offered Securities Exceptio n). Altho ug h no assurances can be g iven, the underwriters believe that the Publicly Offered Securities
Exceptio n will be applicable to the Series 2 Trust Preferred Securities o ffered hereby.

If, ho wever, the assets o f the Trust were deemed to be plan assets o f plans that are ho lders o f the Series 2 Trust Preferred
Securities, a plans investment in the Series 2 Trust Preferred Securities mig ht be deemed to co nstitute a deleg atio n under ERISA o f
the duty to manag e plan assets by a fiduciary investing in Series 2 Trust Preferred Securities. Also , Ally mig ht be co nsidered a party in
interest o r disqualified perso n relating to plans who se assets were used to purchase Series 2 Trust Preferred Securities. If this were
the case, an investment in Series 2 Trust Preferred Securities by a plan mig ht co nstitute, o r in the co urse o f the o peratio n o f the Trust
g ive rise to , o ne o r mo re pro hibited transactio ns under ERISA o r the Co de. In particular, it is likely that under such circumstances a
pro hibited extensio n o f credit to Ally wo uld be co nsidered to o ccur under ERISA and the Co de.

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Table of Cont ent s

In additio n, Ally mig ht be co nsidered a party in interest o r disqualified perso n fo r certain plans fo r reaso ns unrelated to the
o peratio n o f the Trust, e.g ., because o f the pro visio n o f services by Ally o r its affiliates to the plan. A purchase o f Series 2 Trust
Preferred Securities by any such plan wo uld be likely to result in a pro hibited extensio n o f credit to Ally, witho ut reg ard to whether the
assets o f the Trust co nstituted plan assets.

Acco rding ly, the Series 2 Trust Preferred Securities may be no t purchased, held o r dispo sed by any plan o r any perso n investing
plan assets o f any plan that is subject to the pro hibited transactio n rules o f ERISA o r Sectio n 4 975 o f the Co de o r any Similar Laws,
unless o ne o f the fo llo wing exemptio ns (o r a similar exemptio n o r exceptio n) applies to such purchase, ho lding and dispo sitio n:
Sectio n 4 08(b)(17) o f ERISA o r Sectio n 4 975(d)(20) o f the Co de fo r transactio ns with certain service pro viders (the
Service Pro vider Exemptio n),
Pro hibited Transactio n Class Exemptio n (PTCE) 96-23 fo r transactio ns determined by in-ho use asset manag ers,
PTCE 95-60 fo r transactio ns invo lving insurance co mpany g eneral acco unts,
PTCE 91-38 fo r transactio ns invo lving bank co llective investment funds,
PTCE 90-1 fo r transactio ns invo lving insurance co mpany separate acco unts, o r
PTCE 84 -14 fo r transactio ns determined by independent qualified pro fessio nal asset manag ers.

Any purchaser o f the Series 2 Trust Preferred Securities o r any interest therein will also be deemed to have represented and
warranted to the Trust o n each day fro m and including the date o f its purchase o f such Series 2 Trust Preferred Securities thro ug h and
including the date o f dispo sitio n o f such Series 2 Trust Preferred Securities that either
(a) it is no t a plan subject to Title I o f ERISA o r Sectio n 4 975 o f the Co de o r a g o vernmental plan (as defined in Sectio n 3 o f
ERISA) o r o ther plan that is subject to any Similar Law and is no t purchasing such securities o r interest therein o n behalf o f, o r
with plan assets o f, any such plan; o r
(b) its purchase, ho lding and dispo sitio n o f the Series 2 Trust Preferred Securities will no t co nstitute o r result in a no n-exempt
pro hibited transactio n under Sectio n 4 06 o f ERISA o r Sectio n 4 975 o f the Co de o r any Similar Law.

The discussio n set fo rth abo ve is g eneral in nature and is no t intended to be co mplete. Due to the co mplexity o f these rules and
the penalties impo sed upo n perso ns invo lved in pro hibited transactio ns, it is impo rtant that any perso n co nsidering the purchase o f
Series 2 Trust Preferred Securities with plan assets co nsult with its co unsel reg arding the co nsequences under ERISA and the Co de, o r
any applicable Similar Law, o f the acquisitio n and o wnership o f Series 2 Trust Preferred Securities and the availability o f exemptive
relief under the class exemptio ns listed abo ve. The sale o f the Series 2 Trust Preferred Securities to a plan is in no respect a
representatio n by the Trust o r the underwriters that such an investment meets all relevant leg al requirements with respect to investments
by plans g enerally o r any particular plan, o r that such an investment is appro priate fo r plans g enerally o r any particular plan.

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Table of Cont ent s

UNDERWRIT ING

The terms and co nditio ns set fo rth in the underwriting ag reement dated March 2, 2011 g o vern the sale and purchase o f the Series
2 Trust Preferred Securities. Each underwriter named belo w has severally ag reed to purchase fro m the Selling Securityho lder, and the
Selling Securityho lder has ag reed to sell to such underwriter, the number o f Series 2 Trust Preferred Securities set fo rth o ppo site the
name o f each underwriter.

Numbe r o f
S e rie s 2 T rus t
Pre fe rre d
Unde rwrite rs S e c uritie s
Citig ro up Glo bal Markets Inc. 19,202,4 00
Deutsche Bank Securities Inc. 19,202,4 00
J.P. Mo rg an Securities LLC 19,202,4 00
Mo rg an Stanley & Co . Inco rpo rated 19,202,4 00
Barclays Capital Inc. 10,668,000
Go ldman, Sachs & Co .. 10,668,000
Aladdin Capital LLC 1,280,160
CastleOak Securities, L.P. 1,280,160
Blaylo ck Ro bert Van, LLC 853,4 4 0
C.L. King & Asso ciates, Inc. 853,4 4 0
Lo o p Capital Markets LLC 853,4 4 0
MFR Securities, Inc. 853,4 4 0
Muriel Siebert & Co ., Inc. 853,4 4 0
Samuel A. Ramirez & Co mpany, Inc. 853,4 4 0
The Williams Capital Gro up, L.P. 853,4 4 0
T OT AL 106,680,000

The underwriting ag reement pro vides that the o blig atio ns o f the underwriters to pay fo r and accept delivery o f the Series 2 Trust
Preferred Securities are subject to the appro val o f leg al matters by their co unsel and to o ther co nditio ns. The underwriters are o blig ated
to take and pay fo r all o f the Series 2 Trust Preferred Securities if any are purchased. In the event o f default by any underwriter, the
underwriting ag reement pro vides that, in certain circumstances, purchase co mmitments o f the no n-defaulting underwriters may be
increased o r the underwriting ag reement may be terminated.

Underwriters, dealers and ag ents may be entitled, under ag reements with the Trust and Ally, to indemnificatio n by Ally ag ainst
liabilities relating to material misstatements and o missio ns. Underwriters, dealers and ag ents may be custo mers o f, eng ag e in
transactio ns with, o r perfo rm services fo r, the Selling Securityho lder, the Trust and Ally and affiliates o f the Selling Securityho lder, the
Trust and Ally in the o rdinary co urse o f business.

The Trust and Ally have ag reed, during the perio d beg inning o n the date hereo f and co ntinuing to and including the clo sing date fo r
the purchase o f the Series 2 Trust Preferred Securities, no t to sell, o ffer to sell, co ntract o r ag ree to sell, hypo thecate, pledg e, g rant
any o ptio n to sell o r o therwise dispo se o f o r ag ree to dispo se o f, directly o r indirectly, o r permit the reg istratio n under the Securities
Act o f, any securities o f Ally that are substantially similar to the Series 2 Trust Preferred Securities, except fo r the reg istratio n o f the
Series 2 Trust Preferred Securities and the sales thro ug h o r to the underwriters pursuant to the underwriting ag reement o r with the
co nsent o f Citig ro up Glo bal Markets Inc., Deutsche Bank Securities Inc., J.P. Mo rg an Securities LLC and Mo rg an Stanley & Co .
Inco rpo rated.

S-4 9
Table of Cont ent s

The fo llo wing table summarizes the co mmissio ns to be paid to the underwriters:

Pe r S e rie s 2 T rus t
Pre fe rre d S e c urity T o ta l
Public o ffering price $ 25.00 $2,667,000,000
Underwriting co mmissio ns $ 0.4 0(1) $ 28,170,000(1)
Pro ceeds to the Selling Securityho lder $ 24 .60(1) $2,638,830,000(1)

(1) The Underwriters will receive co mmissio ns o f $0.4 0 per Series 2 Trust Preferred Security, except that fo r sales to certain
institutio ns, the co mmissio ns will be $0.25 per Series 2 Trust Preferred Security; o r $28,170,000 fo r all Series 2 Trust Preferred
Securities.

As part o f the amendment to the GMAC Capital Trust I, which resulted in the Series 2 Trust Preferred Securities, Ally paid
Treasury a $28,170,000 o ne-time, no n-refundable distributio n fee, which was calculated to equal all disco unts, underwriting
co mmissio ns, transfer taxes and transactio n fees applicable to the sale o f Series 2 Trust Preferred Securities.

The underwriters pro po se to o ffer the Series 2 Trust Preferred Securities, in part, directly to the public at the initial public o ffering
price set fo rth o n the co ver pag e o f this pro spectus supplement. The underwriters may also o ffer the Series 2 Trust Preferred
Securities to dealers at a price that represents a co ncessio n no t in excess o f $0.25 per Series 2 Trust Preferred Security, pro vided
ho wever, that such co ncessio n fo r sales to certain institutio ns will no t be in excess o f $0.15 per Series 2 Trust Preferred Security. The
underwriters may allo w, and such dealers may re-allo w, a co ncessio n no t in excess o f $0.20 per Series 2 Trust Preferred Security to
bro kers and dealers, pro vided, ho wever, that fo r sales to certain institutio ns such reallo wance will no t be in excess o f $0.10 per Series 2
Trust Preferred Security. After the Series 2 Trust Preferred Securities are released fo r sale to the public, the o ffering price and o ther
selling terms may fro m time to time be varied by the representatives o f the underwriters.

Because the Financial Industry Reg ulato ry Autho rity, Inc. (FINRA) is expected to view the Series 2 Trust Preferred Securities
o ffered hereby as interests in a direct participatio n pro g ram, the o ffering is being made in co mpliance with FINRA Rule 2310.

Delivery o f the Series 2 Trust Preferred Securities is expected to be made ag ainst payment therefo r o n o r abo ut March 7, 2011.

In co nnectio n with this o ffering and in acco rdance with applicable law and industry practice, the underwriters may o ver-allo t o r
effect transactio ns that stabilize, maintain o r o therwise affect the market price o f the Series 2 Trust Preferred Securities at levels
abo ve tho se that mig ht o therwise prevail in the o pen market, including by entering stabilizing bids, effecting syndicate co vering
transactio ns o r impo sing penalty bids, each o f which is described belo w.
A stabilizing bid means the placing o f any bid, o r the effecting o f any purchase, fo r the purpo se o f peg g ing , fixing o r
maintaining the price o f a security.
A syndicate co vering transactio n means the placing o f any bid o n behalf o f the underwriting syndicate o r the effecting o f any
purchase to reduce a sho rt po sitio n created in co nnectio n with the o ffering .
A penalty bid means an arrang ement that permits the manag ing underwriter to reclaim a selling co ncessio n fro m a syndicate
member in co nnectio n with the o ffering when Series 2 Trust Preferred Securities o rig inally so ld by the syndicate member are
purchased in syndicate co vering transactio ns.

These transactio ns may be effected o n the NYSE, in the o ver-the-co unter market, o r o therwise. The underwriters are no t required
to eng ag e in any o f these activities, o r co ntinue such activities if co mmenced.

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The Series 2 Trust Preferred Securities have been appro ved fo r listing o n the NYSE under the trading symbo l ALLY PRA,
subject to no tice o f issuance. The Series 2 Trust Preferred Securities are expected to beg in trading o n the NYSE within 30 days after
they are first issued.

The underwriters have ag reed that they will no t o ffer, sell o r deliver any o f the Series 2 Trust Preferred Securities, directly o r
indirectly, o r distribute this pro spectus supplement o r any o ther o ffering material relating to the Series 2 Trust Preferred Securities, in
o r fro m any jurisdictio n, except when to the best kno wledg e and belief o f the underwriters it is permitted under applicable laws and
reg ulatio ns. In so do ing , the underwriters will no t impo se any o blig atio ns o n the Selling Securityho lder o r Ally, except as set fo rth in the
underwriting ag reement.

The underwriters and their respective affiliates are full service financial institutio ns eng ag ed in vario us activities, which may include
securities trading , co mmercial and investment banking , financial adviso ry, lending , investment manag ement, investment research,
principal investment, hedg ing , financing and bro kerag e activities. Certain o f the underwriters and their respective affiliates have, fro m
time to time, perfo rmed, currently perfo rm, and may in the future perfo rm, vario us financial adviso ry and investment banking services
fo r us, fo r which they have received custo mary co mpensatio n and may pro vide such services and receive custo mary co mpensatio n in
the future. Certain o f the relatio nships invo lve transactio ns that are material to us o r o ur affiliates and fo r which the underwriters and/o r
their respective affiliates have received sig nificant fees. In additio n, the underwriters and/o r their affiliates serve as ag ents and lenders
under certain o f o ur existing credit facilities.

In the o rdinary co urse o f their vario us business activities, the underwriters and their respective affiliates may make o r ho ld a bro ad
array o f investments and actively trade debt and equity securities (o r related derivative securities) and financial instruments (including
bank lo ans) fo r their o wn acco unt and fo r the acco unts o f their custo mers and such investment and securities activities may invo lve
securities and/o r instruments o f the issuer. The underwriters and their respective affiliates may also make investment reco mmendatio ns
and/o r publish o r express independent re-search views in respect o f such securities o r instruments and may at any time ho ld, o r
reco mmend to clients that they acquire, lo ng and/o r sho rt po sitio ns in such securities and instruments.

No tice to Pro spective Investo rs in the Euro pean Eco no mic Area
In relatio n to each Member State o f the Euro pean Eco no mic Area which has implemented the Pro spectus Directive (each, a
Relevant Member State), each underwriter has represented and ag reed that with effect fro m and including the date o n which the
Pro spectus Directive is implemented in that Relevant Member State (the Relevant Implementatio n Date) it has no t made and will no t
make an o ffer o f the Series 2 Trust Preferred Securities which are the subject o f the o ffering co ntemplated by this pro spectus to the
public in that Relevant Member State o ther than:
(a) to any leg al entity which is a qualified investo r as defined in the Pro spectus Directive;

(b) to fewer than 100 o r, if the Relevant Member State has implemented the relevant pro visio n o f the 2010 PD Amending
Directive, 150, natural o r leg al perso ns (o ther than qualified investo rs as defined in the Pro spectus Directive), as permitted under the
Pro spectus Directive; o r

(c) in any o ther circumstances falling within Article 3(2) o f the Pro spectus Directive,

pro vided that no such o ffer o f the Series 2 Trust Preferred Securities shall require the issuer o r any underwriter to publish a
pro spectus pursuant to Article 3 o f the Pro spectus Directive.

Fo r the purpo ses o f this pro visio n, the expressio n an o ffer o f Series 2 Trust Preferred Securities to the public in relatio n to any
no tes in any Relevant Member State means the co mmunicatio n in any fo rm and by any means o f sufficient info rmatio n o n the terms o f
the o ffer and the Series 2 Trust Preferred Securities to be o ffered so as to enable an investo r to decide to purchase o r subscribe the
no tes, as the same may be varied in that

S-51
Table of Cont ent s

Member State by any measure implementing the Pro spectus Directive in that Member State, the expressio n Pro spectus Directive
means Directive 2003/71/EC (and amendments thereto , including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expressio n 2010 PD
Amending Directive means Directive 2010/73/EU.

This pro spectus has been prepared o n the basis that any o ffer o f Series 2 Trust Preferred Securities in any Relevant Member State
will be made pursuant to an exemptio n under the Pro spectus Directive fro m the requirement to publish a pro spectus fo r o ffers o f Series
2 Trust Preferred Securities. Acco rding ly any perso n making o r intending to make an o ffer in that Relevant Member State o f Series 2
Trust Preferred Securities which are the subject o f the o ffering co ntemplated in this pro spectus may o nly do so in circumstances in
which no o blig atio n arises fo r the issuer o r any o f the underwriters to publish a pro spectus pursuant to Article 3 o f the Pro spectus
Directive, in each case, in relatio n to such Series 2 Trust Preferred Securities. Neither the issuer no r the underwriters have autho rised,
no r do they autho rise, the making o f any o ffer o f Series 2 Trust Preferred Securities in circumstances in which an o blig atio n arises fo r
the issuer o r underwriters to publish a pro spectus fo r such Series 2 Trust Preferred Securities.

No tice to Pro spective Investo rs in the United King do m

Each underwriter has represented and ag reed that:
(a) (i) it is a perso n who se o rdinary activities invo lve it in acquiring , ho lding , manag ing o r dispo sing o f investments (as principal o r
ag ent) fo r the purpo ses o f its business and (ii) it has no t o ffered o r so ld and will no t o ffer o r sell the Series 2 Trust Preferred Securities
o ther than to perso ns who se o rdinary activities invo lve them in acquiring , ho lding , manag ing o r dispo sing o f investments (as principal
o r as ag ent) fo r the purpo ses o f their businesses o r who it is reaso nable to expect will acquire, ho ld, manag e o r dispo se o f investments
(as principal o r ag ent) fo r the purpo ses o f their businesses where the issue o f the Series 2 Trust Preferred Securities wo uld o therwise
co nstitute a co ntraventio n o f Sectio n 19 o f the FSMA by the issuer;

(b) it has o nly co mmunicated o r caused to be co mmunicated and will o nly co mmunicate o r cause to be co mmunicated an
invitatio n o r inducement to eng ag e in investment activity (within the mean-ing o f Sectio n 21 o f the FSMA) received by it in co nnectio n
with the issue o r sale o f the Series 2 Trust Preferred Securities in circumstances in which Sectio n 21(1) o f the FSMA do es no t apply to
the issuer; and

(c) it has co mplied and will co mply with all applicable pro visio ns o f the FSMA with respect to anything do ne by it in relatio n to the
Series 2 Trust Preferred Securities in, fro m o r o therwise invo lving the United King do m.

No tice to Pro spective Investo rs in France

Neither this pro spectus supplement no r any o ther o ffering material relating to the Series 2 Trust Preferred Securities described in
this pro spectus supplement has been submitted to the clearance pro cedures o f the Autorit des Marchs Financiers o r o f the
co mpetent autho rity o f ano ther member state o f the Euro pean Eco no mic Area and no tified to the Autorit des Marchs Financiers. The
Series 2 Trust Preferred Securities have no t been o ffered o r so ld and will no t be o ffered o r so ld, directly o r indirectly, to the public in
France. Neither this pro spectus supplement no r any o ther o ffering material relating to the Series 2 Trust Preferred Securities has been
o r will be:
released, issued, distributed o r caused to be released, issued o r distributed to the public in France; o r
used in co nnectio n with any o ffer fo r subscriptio n o r sale o f the Series 2 Trust Preferred Securities to the public in France.

S-52
Table of Cont ent s

Such o ffers, sales and distributio ns will be made in France o nly:

to qualified investo rs (investisseurs qualifis) and/o r to a restricted circle o f investo rs (cercle restreint dinvestisseurs), in
each case investing fo r their o wn acco unt, all as defined in, and in acco rdance with, Article L.4 11-2, D.4 11-1, D.4 11-2,
D.734 -1, D.74 4 -1, D.754 -1 and D.764 -1 o f the French Co de mo ntaire et financier;
to investment services pro viders autho rized to eng ag e in po rtfo lio manag ement o n behalf o f third parties; o r
in a transactio n that, in acco rdance with article L.4 11-2-II-1-o r-2-o r 3 o f the French Code montaire et financier and article
211-2 o f the General Reg ulatio ns (Rglement Gnral) o f the Autorit des Marchs Financiers, do es no t co nstitute a public
o ffer (appel public lpargne).

The Series 2 Trust Preferred Securities may be reso ld directly o r indirectly, o nly in co mpliance with Articles L.4 11-1, L.4 11-2,
L.4 12-1 and L.621-8 thro ug h L.621-8-3 o f the French Co de montaire et financier.

No tice to Pro spective Investo rs in Ho ng Ko ng

The Series 2 Trust Preferred Securities may no t be o ffered o r so ld in Ho ng Ko ng by means o f any do cument o ther than (i) in
circumstances which do no t co nstitute an o ffer to the public within the meaning o f the Co mpanies Ordinance (Cap. 32, Laws o f Ho ng
Ko ng ), o r (ii) to pro fessio nal investo rs within the meaning o f the Securities and Futures Ordinance (Cap. 571, Laws o f Ho ng Ko ng )
and any rules made thereunder, o r (iii) in o ther circumstances which do no t result in the do cument being a pro spectus within the
meaning o f the Co mpanies Ordinance (Cap. 32, Laws o f Ho ng Ko ng ) and no advertisement, invitatio n o r do cument relating to the
Series 2 Trust Preferred Securities may be issued o r may be in the po ssessio n o f any perso n fo r the purpo se o f issue (in each case
whether in Ho ng Ko ng o r elsewhere), which is directed at, o r the co ntents o f which are likely to be accessed o r read by, the public in
Ho ng Ko ng (except if permitted to do so under the laws o f Ho ng Ko ng ) o ther than with respect to Series 2 Trust Preferred Securities
which are o r are intended to be dispo sed o f o nly to perso ns o utside Ho ng Ko ng o r o nly to pro fessio nal investo rs within the meaning
o f the Securities and Futures Ordinance (Cap. 571, Laws o f Ho ng Ko ng ) and any rules made thereunder.

No tice to Pro spective Investo rs in Japan

The Series 2 Trust Preferred Securities o ffered in this pro spectus supplement have no t been reg istered under the Financial
Instruments and Exchang e Law o f Japan. The Series 2 Trust Preferred Securities have no t been o ffered o r so ld and will no t be o ffered
o r so ld, directly o r indirectly, in Japan o r to o r fo r the acco unt o f any resident o f Japan, except (i) pursuant to an exemptio n fro m the
reg istratio n requirements o f the Financial Instruments and Exchang e Law and (ii) in co mpliance with any o ther applicable requirements
o f Japanese law.

No tice to Pro spective Investo rs in Sing apo re

This pro spectus supplement has no t been reg istered as a pro spectus with the Mo netary Autho rity o f Sing apo re. Acco rding ly, this
pro spectus supplement and any o ther do cument o r material in co nnectio n with the o ffer o r sale, o r invitatio n fo r subscriptio n o r
purchase, o f the Series 2 Trust Preferred Securities may no t be circulated o r distributed, no r may the Series 2 Trust Preferred
Securities be o ffered o r so ld, o r be made the subject o f an invitatio n fo r subscriptio n o r purchase, whether directly o r indirectly, to
perso ns in Sing apo re o ther than (i) to an institutio nal investo r under Sectio n 274 o f the Securities and Futures Act, Chapter 289 o f
Sing apo re (the SFA), (ii) to a relevant perso n pursuant to Sectio n 275(1), o r any perso n pursuant to Sectio n 275(1A), and in
acco rdance with the co nditio ns specified in Sectio n 275 o f the SFA o r (iii) o therwise pursuant to , and in acco rdance with the co nditio ns
o f, any o ther applicable pro visio n o f the SFA, in each case subject to co mpliance with co nditio ns set fo rth in the SFA.

S-53
Table of Cont ent s

Where the Series 2 Trust Preferred Securities are subscribed o r purchased under Sectio n 275 o f the SFA by a relevant perso n
which is:
a co rpo ratio n (which is no t an accredited investo r (as defined in Sectio n 4 A o f the SFA)) the so le business o f which is to
ho ld investments and the entire share capital o f which is o wned by o ne o r mo re individuals, each o f who m is an accredited
investo r; o r
a trust (where the Trustee is no t an accredited investo r) who se so le purpo se is to ho ld investments and each beneficiary o f
the Trust is an individual who is an accredited investo r,

shares, debentures and units o f shares and debentures o f that co rpo ratio n o r the beneficiaries rig hts and interest (ho wso ever
described) in that trust shall no t be transferred within six mo nths after that co rpo ratio n o r that trust has acquired the Series 2 Trust
Preferred Securities pursuant to an o ffer made under Sectio n 275 o f the SFA except
to an institutio nal investo r (fo r co rpo ratio ns, under Sectio n 274 o f the SFA) o r to a relevant perso n defined in Sectio n 275(2)
o f the SFA, o r to any perso n pursuant to an o ffer that is made o n terms that such shares, debentures and units o f shares and
debentures o f that co rpo ratio n o r such rig hts and interest in that trust are acquired at a co nsideratio n o f no t less than $200,000
(o r its equivalent in a fo reig n currency) fo r each transactio n, whether such amo unt is to be paid fo r in cash o r by exchang e o f
securities o r o ther assets, and further fo r co rpo ratio ns, in acco rdance with the co nditio ns specified in Sectio n 275 o f the
SFA;
where no co nsideratio n is o r will be g iven fo r the transfer; o r
where the transfer is by o peratio n o f law.

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Table of Cont ent s

LEGAL MAT T ERS

Davis Po lk & Wardwell LLP, New Yo rk, New Yo rk, and Richards, Layto n & Fing er, P.A., Delaware co unsel, will act as leg al
co unsel to Ally. Cahill Go rdo n & Reindel LLP, New Yo rk, New Yo rk, will act as leg al co unsel to the underwriters.

EXPERT S

The co nso lidated financial statements o f Ally, as o f December 31, 2010 and 2009, and fo r each o f the three years in the perio d
ended December 31, 2010, inco rpo rated in this pro spectus supplement by reference fro m the Co mpanys Annual Repo rt o n Fo rm 10-K
fo r the fiscal year ended December 31, 2010, and the effectiveness o f Allys internal co ntro l o ver financial repo rting , have been
audited by Delo itte & To uche LLP, an independent reg istered public acco unting firm, as stated in their repo rts, which are inco rpo rated
herein by reference. Such co nso lidated financial statements have been so inco rpo rated in reliance upo n the repo rts o f such firm g iven
upo n their autho rity as experts in acco unting and auditing .

S-55
Table of Cont ent s

PROSPECT US

GMAC Capital T rust I

8 .0 % T rust Preferred Securities, Series 1
Liquidatio n Amo unt $1,0 0 0 Per T rust Preferred Security
and
Fixed Rate/Flo ating Rate T rust Preferred Securities, Series 2
Liquidatio n Amo unt $25 Per T rust Preferred Security

Each series g uaranteed to the extent set fo rth herein by

Ally Financial Inc.

This pro spectus relates to 8.0% Trust Preferred Securities, Series 1 o f GMAC Capital Trust I (the Series 1 Trust Preferred
Securities) with a liquidatio n amo unt o f $1,000 per Series 1 Trust Preferred Security and Fixed Rate/Flo ating Rate Trust Preferred
Securities, Series 2 o f GMAC Capital Trust I (the Series 2 Trust Preferred Securities and, to g ether with the Series 1 Trust Preferred
Securities, the Trust Preferred Securities) with a liquidatio n amo unt o f $25 per Series 2 Trust Preferred Security.

Ally Financial Inc. has g uaranteed the Trust Preferred Securities to the extent described in this pro spectus.

The selling securityho lders who may sell o r o therwise dispo se o f the securities o ffered by this pro spectus include the United
States Department o f the Treasury (Treasury) and any o ther ho lders o f the securities co vered by this pro spectus to who m Treasury
has transferred its reg istratio n rig hts in acco rdance with the terms o f the securities purchase and exchang e ag reement between us and
Treasury. The selling securityho lders may o ffer the securities fro m time to time directly o r thro ug h underwriters, bro ker-dealers o r
ag ents, and in o ne o r mo re public o r private transactio ns and at fixed prices, at prevailing market prices, at prices related to prevailing
market prices, o r at neg o tiated prices. If these securities are so ld thro ug h underwriters, bro ker-dealers o r ag ents, the selling
securityho lders will be respo nsible fo r underwriting disco unts o r co mmissio ns o r ag ents co mmissio ns, if any. We will no t receive any
pro ceeds fro m the sale o f securities by the selling securityho lders.

The Trust Preferred Securities are no t currently listed o n any established securities exchang e o r quo tatio n system.

This pro spectus may no t be used to sell securities unless acco mpanied by a pro spectus supplement that will describe the metho d
o f sale and terms o f the related o ffering .

T he securities o ffered by this pro spectus are no t saving s acco unts, depo sits o r o ther o blig atio ns o f any bank and are
no t insured o r g uaranteed by the Federal Depo sit Insurance Co rpo ratio n o r any o ther g o vernment ag ency.

Investing in the securities o ffered by this pro spectus invo lves risks. See Risk Facto rs beg inning o n pag e 9 o f this
pro spectus and co ntained in o ur perio dic repo rts filed with the Securities and Exchang e Co mmissio n, as well as the o ther
info rmatio n co ntained o r inco rpo rated by reference in this pro spectus.

Neither the Securities and Exchang e Co mmissio n no r any state securities co mmissio n no r any o ther reg ulato ry bo dy
has appro ved o r disappro ved o f these securities o r passed upo n the adequacy o r accuracy o f this pro spectus. Any
representatio n to the co ntrary is a criminal o ffense.

The date o f this pro spectus is March 1, 2011.

Table of Cont ent s

T ABLE OF CONT ENT S

Pag e
This Pro spectus ii
Info rmatio n Inco rpo rated by Reference; Where Yo u Can Find Mo re Info rmatio n iii
Cautio nary Statement Reg arding Fo rward-Lo o king Statements iv
Summary 1
Ratio s o f Earning s to Fixed Charg es 8
Risk Facto rs 9
Descriptio n o f the Series 1 Trust Preferred Securities 14
Descriptio n o f the Series 2 Trust Preferred Securities 30
Descriptio n o f the Series 1 Debentures 45
Descriptio n o f the Series 2 Debentures 57
Descriptio n o f the Guarantees 70
Effect o f Oblig atio ns under the Debentures and the Guarantees 74
Use o f Pro ceeds 76
Selling Securityho lders 77
Plan o f Distributio n 79
Leg al Matters 81
Experts 81

i
Table of Cont ent s

T HIS PROSPECT US

This pro spectus is part o f a reg istratio n statement that we filed with the Securities and Exchang e Co mmissio n (the SEC) using a
shelf reg istratio n pro cess. Under this shelf reg istratio n pro cess, the selling securityho lders may fro m time to time sell o r o therwise
dispo se o f the securities described in this pro spectus in o ne o r mo re o ffering s.

This pro spectus pro vides yo u with a g eneral descriptio n o f the securities the selling securityho lders may o ffer. Each time the
selling securityho lders sell securities, we will pro vide a pro spectus supplement that will co ntain specific info rmatio n abo ut the terms o f
that o ffering . The pro spectus supplement may also add to , update o r chang e info rmatio n co ntained in this pro spectus and, acco rding ly,
to the extent inco nsistent, info rmatio n in this pro spectus will be superseded by the info rmatio n in the pro spectus supplement.

The pro spectus supplement to be attached to the fro nt o f this pro spectus may describe, as applicable: the initial public o ffering
price, the price paid fo r the securities, net pro ceeds and the o ther specific terms related to the o ffering o f these securities, and the
federal inco me tax co nsequences o f investing in the securities.

Unless the co ntext o therwise requires, references in this pro spectus to the Co mpany, we, us, and o ur refer to Ally
Financial Inc. and its direct and indirect subsidiaries (including Residential Capital, LLC, o r ResCap) o n a co nso lidated basis,
references to Ally refer o nly to Ally Financial Inc. and references to the Trust refer to GMAC Capital Trust I.

We have no t autho rized anyo ne to pro vide any info rmatio n o ther than that co ntained in this pro spectus o r in any
pro spectus supplement o r in any free writing pro spectus prepared by o r o n behalf o f us o r to which we have referred to yo u.
We take no respo nsibility fo r, and can pro vide no assurance as to the reliability o f, any o ther info rmatio n that o thers may
g ive yo u. We are no t making an o ffer o r so liciting a purchase o f these securities in any jurisdictio n in which the o ffer o r
so licitatio n is no t autho rized o r in which the perso n making the o ffer o r so licitatio n is no t qualified to do so o r to anyo ne to
who m it is unlawful to make the o ffer o r so licitatio n. Yo u sho uld no t assume that the info rmatio n in this pro spectus o r any
pro spectus supplement is accurate as o f any date o ther than the date o n the co ver o f the applicable do cument. Our
business, financial co nditio n, results o f o peratio ns and pro spects may have chang ed since that date.

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Table of Cont ent s

INFORMAT ION INCORPORAT ED BY REFERENCE; WHERE YOU CAN FIND MORE INFORMAT ION

The SEC allo ws us to inco rpo rate by reference into this pro spectus the info rmatio n in o ther do cuments that we file with the SEC,
which means that we can disclo se impo rtant info rmatio n to yo u by referring yo u to tho se do cuments. The info rmatio n inco rpo rated by
reference is co nsidered to be a part o f this pro spectus, and info rmatio n in do cuments that we file later with the SEC will auto matically
update and supersede info rmatio n co ntained in do cuments filed earlier with the SEC o r co ntained in this pro spectus o r a pro spectus
supplement. We inco rpo rate by reference in this pro spectus the do cuments listed belo w:

Annual Repo rt o n Fo rm 10-K fo r the fiscal year ended December 31, 2010; and

Current Repo rts o n Fo rm 8-K filed o n January 14 , 2011, February 11, 2011 and February 28, 2011.

We are also inco rpo rating by reference any future filing s we make with the SEC under Sectio ns 13(a), 13(c), 14 o r 15(d) o f the
Securities Exchang e Act o f 1934 , as amended (the Exchang e Act), after the date o f this pro spectus and prio r to the date o f any
supplement to this pro spectus, except that, unless o therwise indicated, we are no t inco rpo rating any info rmatio n furnished under
Item 2.02 o r Item 7.01 o f any Current Repo rt o n Fo rm 8-K. No twithstanding the fo reg o ing , we are no t inco rpo rating any do cument o r
info rmatio n deemed to have been furnished and no t filed in acco rdance with SEC rules.

Ally is subject to the info rmatio nal requirements o f the Exchang e Act and, in acco rdance therewith, files repo rts and info rmatio n
statements and o ther info rmatio n with the SEC. Yo u may read and co py any do cument Ally files with the SEC at the SECs public
reference ro o m at 100 F Street, N.E., Ro o m 1580, Washing to n, DC 2054 9. Yo u may also o btain co pies o f the same do cuments fro m
the public reference ro o m o f the SEC in Washing to n by paying a fee. Please call the SEC at 1-800-SEC-0330 o r visit the SECs website
at www.sec.g o v fo r further info rmatio n o n the public reference ro o m. Allys filing s are also electro nically available fro m the SECs
Electro nic Do cument Gathering and Retrieval System, which is co mmo nly kno wn by the acro nym EDGAR, and which may be
accessed at www.sec.g o v, as well as fro m co mmercial do cument retrieval services.

Yo u may also o btain a co py o f any o r all o f the do cuments referred to abo ve that may have been o r may be inco rpo rated by
reference into this pro spectus (excluding certain exhibits to the do cuments) at no co st to yo u by writing o r telepho ning us at the
fo llo wing address and telepho ne number:

Ally Financial Inc.

Attentio n: Investo r Relatio ns
4 4 0 So uth Church Street, 14 th Flo o r
Charlo tte, No rth Caro lina 28202
Tel: (866) 710-4 623

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Table of Cont ent s

CAUT IONARY ST AT EMENT REGARDING FORWARD- LOOKING ST AT EMENT S

This pro spectus co ntains o r inco rpo rates by reference do cuments co ntaining vario us fo rward-lo o king statements within the
meaning o f applicable federal securities laws, including the Private Securities Litig atio n Refo rm Act o f 1995, that are based upo n o ur
current expectatio ns and assumptio ns co ncerning future events, which are subject to a number o f risks and uncertainties that co uld
cause actual results to differ materially fro m tho se anticipated.

The wo rds expect, anticipate, estimate, fo recast, initiative, o bjective, plan, g o al, pro ject, o utlo o k,
prio rities, targ et, intend, evaluate, pursue, seek, may, wo uld, co uld, sho uld, believe, po tential, co ntinue, o r
the neg ative o f any o f tho se wo rds o r similar expressio ns is intended to identify fo rward-lo o king statements. All statements co ntained
in o r inco rpo rated by reference into this pro spectus, o ther than statements o f histo rical fact, including , witho ut limitatio n, statements
abo ut o ur plans, strateg ies, pro spects and expectatio ns reg arding future events and o ur financial perfo rmance, are fo rward-lo o king
statements that invo lve certain risks and uncertainties.

While these statements represent o ur current judg ment o n what the future may ho ld, and we believe these judg ments are
reaso nable as o f the date made, these statements are no t g uarantees o f any events o r financial results, and o ur actual results may differ
materially due to numero us impo rtant facto rs that are described in Item 1A o f o ur Annual Repo rt o n Fo rm 10-K fo r the year ended
December 31, 2010, as updated by o ur subsequent Annual Repo rts o n Fo rm 10-K, Quarterly Repo rts o n Fo rm 10-Q, Current Repo rts o n
Fo rm 8-K and the o ther do cuments specifically inco rpo rated by reference herein. See Info rmatio n Inco rpo rated by Reference; Where
Yo u Can Find Mo re Info rmatio n. Many o f these risks, uncertainties and assumptio ns are beyo nd o ur co ntro l, and may cause o ur actual
results and perfo rmance to differ materially fro m o ur expectatio ns. Acco rding ly, yo u sho uld no t place undue reliance o n the fo rward-
lo o king statements co ntained o r inco rpo rated by reference in this pro spectus. These fo rward-lo o king statements speak o nly as o f the
date o f this pro spectus. We undertake no o blig atio n to update publicly o r o therwise revise any fo rward-lo o king statements, except
where expressly required by law.

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Table of Cont ent s

SUMMARY

This summary highlights some of the information contained, or incorporated by reference, in this prospectus to help you
understand our business. It does not contain all of the information that may be important to you. You should carefully read this
prospectus in its entirety, including the information incorporated by reference into this prospectus, to understand fully the
considerations that are important to you in making your investment decision. You should pay special attention to the Risk Factors
beginning on page 9 and the section entitled Cautionary Statement Regarding Forward-Looking Statements beginning on page iv.

Our Co mpany

Ally (fo rmerly kno wn as GMAC Inc.) was o rig inally fo unded in 1919 as a who lly-o wned subsidiary o f General Mo to rs Co rpo ratio n
(currently General Mo to rs Co mpany o r GM). On December 24 , 2008, the Bo ard o f Go verno rs o f the Federal Reserve System (the
FRB) appro ved Allys applicatio n to beco me a bank ho lding co mpany under the Bank Ho lding Co mpany Act o f 1956, as amended.
Allys banking subsidiary is Ally Bank, which is an indirect who lly-o wned subsidiary o f Ally. Our principal executive o ffices are lo cated at
200 Renaissance Center, Detro it, Michig an 4 8265, and o ur telepho ne number is (866) 710-4 623.

Our Business

Glo bal Auto mo tive Services and Mo rtg ag e are o ur primary lines o f business.

T he T rust

GMAC Capital Trust I (the Trust) is a Delaware statuto ry trust and a who lly-o wned subsidiary o f Ally. It was created o n
December 22, 2009 fo r the purpo se o f issuing and selling trust preferred securities and co mmo n securities representing undivided
beneficial interests in the assets o f the Trust and acquiring certain debt securities fro m Ally. Currently, the Trusts o nly assets are the
8.00% junio r subo rdinated deferrable interest debentures issued by Ally o n December 30, 2009, the terms o f which are described in
Descriptio n o f the Series 1 Debentures belo w. Ally currently o wns all o f the co mmo n securities issued by the Trust.

As described in mo re detail belo w, it is intended that the existing amended and restated declaratio n o f trust o f the Trust (the
Declaratio n) will be further amended (such further amended and restated Declaratio n, the Amended and Restated Declaratio n) to
pro vide fo r the co ntinuatio n o f the Trust, as a statuto ry trust o rg anized in series, each series o f which shall be separate fro m the o ther
series o f the Trust as set fo rth in the Amended and Restated Declaratio n. The Amended and Restated Declaratio n will g enerally pro vide
that (i) the securities o f each series o f the Trust represent undivided beneficial interests in o nly the desig nated assets o f the Trust with
respect to such series, and will o nly have desig nated rig hts o r po wers, with respect to such series, (ii) the debts and liabilities incurred
with respect to a series shall be enfo rceable o nly ag ainst the assets o f such series and no t ag ainst the assets o f any o ther series, and
(iii) each series shall have separate trustees having separate rig hts, po wers and duties with respect to the o peratio n o f such series.

Securities Being Offered

The Trust Preferred Securities

On December 30, 2009, 2,54 0,000 8.00% trust preferred securities were issued by the Trust, a subsidiary o f Ally, to Treasury and
127,000 8.00% trust preferred securities were purchased by Treasury upo n the exercise o f a warrant issued by Ally to Treasury. All
issuances were part o f Treasurys Auto mo tive Industry Financing Pro g ram under the Tro ubled Asset Relief Pro g ram (TARP) created
under the Emerg ency Eco no mic Stabilizatio n Act o f 2008 (the EESA) in a private placement exempt fro m the reg istratio n
requirements o f the Securities Act o f 1933, as amended (the Securities Act).

In acco rdance with the Amended and Restated Declaratio n, the Trust will initially desig nate two series: series 1 (Series 1) and
series 2 (Series 2). It is intended that pursuant to the Amended and Restated

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Table of Cont ent s

Declaratio n, the o utstanding trust preferred securities will be desig nated 8.0% Trust Preferred Securities, Series 1 (the Series 1
Trust Preferred Securities). The Series 1 Trust Preferred Securities and the Series 1 Co mmo n Securities (as defined belo w) shall
represent undivided beneficial interests in the assets desig nated to Series 1. The Series 2 Trust Preferred Securities and the Series 2
Co mmo n Securities (each as defined belo w) shall represent undivided beneficial interests in the assets desig nated to Series 2.

Pursuant to the Amended and Restated Declaratio n, the ho lders o f the Series 1 Trust Preferred Securities will have the rig ht to
desig nate a po rtio n o f the Series 1 Trust Preferred Securities as trust preferred securities o f additio nal series having terms and
co nditio ns as ag reed amo ng Ally, the Trust and the ho lders o f the Series 1 Trust Preferred Securities at the time o f any such
desig natio n. Allys co nsent wo uld no t be required if 100% o f the ho lders o f the o utstanding Series 1 Trust Preferred Securities wish to
desig nate a po rtio n o f the Series 1 Trust Preferred Securities as a new series with the same terms as the Series 1 Trust Preferred
Securities in co nnectio n with a sale o f such new series in a transactio n exempt fro m reg istratio n under the Securities Act.

Treasury currently ho lds 100% o f the o utstanding 8.00% trust preferred securities. Ally and Treasury have ag reed to desig nate a
po rtio n o f the Series 1 Trust Preferred Securities to be Fixed Rate/Flo ating Rate Trust Preferred Securities, Series 2 o f GMAC Capital
Trust I (the Series 2 Trust Preferred Securities, and to g ether with the Series 1 Trust Preferred Securities, the Trust Preferred
Securities) at the time o f executio n o f the Amended and Restated Declaratio n. We refer to such desig natio n as the Desig natio n.

The Series 1 Trust Preferred Securities

Each Series 1 Trust Preferred Security has a liquidatio n amo unt o f $1,000 (the Series 1 Trust Preferred Liquidatio n Amo unt).
Cumulative cash distributio ns o n the Series 1 Trust Preferred Securities will accrue at a rate o f 8.00% per annum, co mpo unding
quarterly, o n the sum o f (1) the Series 1 Trust Preferred Liquidatio n Amo unt and (2) the amo unt o f any accrued and unpaid distributio ns
fo r any prio r distributio n perio d o n such Series 1 Trust Preferred Securities, if any, co mputed o n the basis o f a 360-day year co nsisting
o f twelve 30-day mo nths. During any perio d in which Ally elects to defer interest payments o n the Series 1 Debentures (described
belo w), Series 1 will defer distributio ns o n the Series 1 Trust Preferred Securities, but such distributio ns will co ntinue to accrue and
co mpo und thro ug h any such deferral perio d. The Series 1 Trust Preferred Securities have no stated maturity date, but must be
redeemed upo n the redemptio n o r maturity o f the Series 1 Debentures (which mature o n February 15, 204 0).

In the event o f any partial redemptio n o f the Series 1 Debentures, Series 1 will redeem Series 1 Trust Preferred Securities with a
liquidatio n amo unt equal to the principal balance o f the redeemed Series 1 Debentures. The redemptio n price fo r each Series 1 Trust
Preferred Security o n any redemptio n date will be equal to the sum o f (1) $1,000 per security, (2) accrued and unpaid distributio ns to
the redemptio n date and (3) the premium, if any, paid in co nnectio n with the redemptio n o f the co rrespo nding Series 1 Debentures.
Series 1 may no t redeem Series 1 Trust Preferred Securities prio r to December 30, 2014 , except upo n the o ccurrence o f certain
specified events described belo w o r while the Series 1 Trust Preferred Securities are held by the U.S. g o vernment as part o f assistance
pro vided to Ally under TARP o r a similar o r related U.S. g o vernment pro g ram, in each case subject to the receipt o f any required
appro vals fro m the FRB. On o r after December 30, 2014 , subject to the receipt o f any required appro vals fro m the FRB, Series 1 may
redeem all o r a po rtio n o f the Series 1 Trust Preferred Securities at the Series 1 Trust Preferred Securities liquidatio n preference at any
time, but may no t redeem less than all o f the Series 1 Trust Preferred Securities unless all accrued and unpaid distributio ns o n the Series
1 Trust Preferred Securities and the Series 1 Co mmo n Securities (as defined belo w) have been paid o n o r befo re the redemptio n date.

The o nly assets desig nated to Series 1 will be the Series 1 Debentures. The Series 1 Trust Preferred Securities and the Series 1
Co mmo n Securities shall represent undivided beneficial interests in the Series 1 Debentures. Subject to the receipt o f any required
appro val o f the FRB, Ally may disso lve Series 1 at any time, and cause the Series 1 Debentures to be distributed to the ho lders o f the
Series 1 Trust Preferred Securities and the Series 1 Co mmo n Securities.

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Table of Cont ent s

The Series 1 Trust Preferred Securities g enerally are no nvo ting , o ther than vo ting o n certain matters under certain circumstances,
including , g enerally, an amendment o f the Amended and Restated Declaratio n that is adverse to the ho lders o f Series 1 Trust Preferred
Securities and with respect to certain actio ns to be taken upo n the o ccurrence o f certain events o f default o n the Series 1 Trust
Preferred Securities o r, under certain circumstances, o n the Series 1 Debentures.

During any perio d in which any Series 1 Trust Preferred Securities remain o utstanding , but in which distributio ns o n the Series 1
Trust Preferred Securities have no t been fully paid, no ne o f Ally and its subsidiaries will (1) declare o r pay dividends o n, make any
distributio ns with respect thereto , o r redeem, purchase o r o therwise acquire, any o f Allys capital sto ck; o r (2) make any payments o f
principal, interest, o r premium o n, o r repay, repurchase o r redeem, any debt securities that rank o n a parity with o r junio r in interest to
the Series 1 Debentures, with certain specified exceptio ns in each case.

Fo r a full descriptio n o f the terms o f the Series 1 Trust Preferred Securities, see Descriptio n o f the Series 1 Trust Preferred
Securities belo w.

The Series 2 Trust Preferred Securities

Each Series 2 Trust Preferred Security has a liquidatio n amo unt o f $25 (the Series 2 Trust Preferred Liquidatio n Amo unt).

Fro m and including the date o f Desig natio n to but excluding February 15, 2016, cumulative cash distributio ns o n the Series 2 Trust
Preferred Securities will accrue at a fixed rate per annum to be ag reed amo ng Ally, Series 2 and Treasury at the time o f Desig natio n,
co mpo unding quarterly, o n the sum o f (1) the Series 2 Trust Preferred Liquidatio n Amo unt and (2) the amo unt o f any accrued and
unpaid distributio ns fo r any prio r distributio n perio d o n such Series 2 Trust Preferred Securities, if any, co mputed o n the basis o f a 360-
day year co nsisting o f twelve 30-day mo nths. Fro m and including February 15, 2016 to but excluding February 15, 204 0, cumulative
cash distributio ns o n the Series 2 Trust Preferred Securities will accrue at an annual rate equal to three-mo nth LIBOR plus a spread to be
ag reed amo ng Ally, Series 1 and Treasury at the time o f Desig natio n, co mpo unding quarterly, o n the sum o f (1) the Series 2 Trust
Preferred Liquidatio n Amo unt and (2) the amo unt o f any accrued and unpaid distributio ns fo r any prio r distributio n perio d o n such Series
2 Trust Preferred Securities, if any, co mputed o n the basis o f a 360-day year and the actual number o f days elapsed with respect to any
interest payment perio d. During any perio d in which Ally elects to defer interest payments o n the Series 2 Debentures (described
belo w), Series 2 will defer distributio ns o n the Series 2 Trust Preferred Securities, but such distributio ns will co ntinue to accrue and
co mpo und thro ug h any such deferral perio d. The Series 2 Trust Preferred Securities have no stated maturity date, but must be
redeemed upo n the redemptio n o r maturity o f the Series 2 Debentures (which mature o n February 15, 204 0).

In the event o f any partial redemptio n o f the Series 2 Debentures, Series 2 will redeem Series 2 Trust Preferred Securities with a
liquidatio n amo unt equal to the principal balance o f the redeemed Series 2 Debentures. The redemptio n price fo r each Series 2 Trust
Preferred Security o n any redemptio n date will be equal to the sum o f (1) $25 per security, (2) accrued and unpaid distributio ns to the
redemptio n date and (3) the premium, if any, paid in co nnectio n with the redemptio n o f the co rrespo nding Series 2 Debentures. Series
2 may no t redeem Series 2 Trust Preferred Securities prio r to February 15, 2016, except upo n the o ccurrence o f certain specified
events described belo w, subject to the receipt o f any required appro vals fro m the FRB. On o r after February 15, 2016, subject to the
receipt o f any required appro vals fro m the FRB, Series 2 may redeem all o r a po rtio n o f the Series 2 Trust Preferred Securities at the
Series 2 Trust Preferred Securities liquidatio n preference at any time, but may no t redeem less than all o f the Series 2 Trust Preferred
Securities unless all accrued and unpaid distributio ns o n the Series 2 Trust Preferred Securities and Series 2 Co mmo n Securities (as
defined belo w) have been paid o n o r befo re the redemptio n date.

The o nly assets desig nated to Series 2 will be the Series 2 Debentures. The Series 2 Trust Preferred Securities and the Series 2
Co mmo n Securities shall represent undivided beneficial interests in the Series 2 Debentures. Subject to the receipt o f any required
appro val o f the FRB, Ally may disso lve Series 2 at any time,

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Table of Cont ent s

and cause the Series 2 Debentures to be distributed to the ho lders o f the Series 2 Trust Preferred Securities and the Series 2 Co mmo n
Securities.

The Series 2 Trust Preferred Securities g enerally will be no nvo ting , o ther than vo ting o n certain matters under certain
circumstances, including , g enerally, an amendment o f the Amended and Restated Declaratio n that is adverse to ho lders o f the Series 2
Trust Preferred Securities and with respect to certain actio ns to be taken upo n the o ccurrence o f certain events o f default o n the Series
2 Trust Preferred Securities o r, under certain circumstances, o n the co rrespo nding Series 2 Debentures.

During any perio d in which any Series 2 Trust Preferred Securities remain o utstanding , but in which distributio ns o n the Series 2
Trust Preferred Securities have no t been fully paid, no ne o f Ally and its subsidiaries will (1) declare o r pay dividends o n, make any
distributio ns with respect thereto , o r redeem, purchase o r o therwise acquire any o f Allys capital sto ck; o r (2) make any payments o f
principal, interest, o r premium o n, o r repay, repurchase o r redeem, any debt securities that rank o n a parity with o r junio r in interest to
the Series 2 Debentures, with certain specified exceptio ns in each case.

Fo r a full descriptio n o f the terms o f the Series 2 Trust Preferred Securities, see Descriptio n o f the Series 2 Trust Preferred
Securities belo w.

The Debentures

The Trust used the pro ceeds received in co nnectio n with the sale o f the 8.00% trust preferred securities and the 8.00% co mmo n
securities o n December 30, 2009 to purchase an ag g reg ate principal amo unt o f $2,74 7,010,000 (equal to the sum o f the liquidatio n
preference o f all 8.00% trust preferred securities and the 8.00% co mmo n securities so ld o n that day) o f Allys 8.00% junio r
subo rdinated deferrable interest debentures due 204 0. The 8.00% junio r subo rdinated deferrable interest debentures due 204 0 were
issued pursuant to an indenture dated as o f December 30, 2009, as amended, between Ally and The Bank o f New Yo rk Mello n as
trustee (the Indenture).

Immediately upo n the effectiveness o f the Amended and Restated Declaratio n and the Desig natio n, all the assets o f the Trust
existing immediately prio r to the effectiveness will be desig nated to be assets with respect to Series 1 and all o f the claims and
o blig atio ns o f the Trust existing immediately prio r to the effectiveness will be claims and o blig atio ns with respect to Series 1. The
Indenture will be amended and restated (such amended and restated indenture, the Amended and Restated Indenture), upo n which
amendment Allys 8.00% junio r subo rdinated deferrable interest debentures due 204 0 shall be desig nated the Series 1 Debentures.
Immediately fo llo wing such desig natio n, a po rtio n o f the Series 1 Debentures with an ag g reg ate principal amo unt equal to the
ag g reg ate liquidatio n preference o f (1) the po rtio n o f Series 1 Trust Preferred Securities desig nated as Series 2 Trust Preferred
Securities, if any, and (2) the po rtio n o f Series 1 Co mmo n Securities desig nated as Series 2 Co mmo n Securities, if any, will be
desig nated as the Fixed Rate/Flo ating Rate Junio r Subo rdinated Deferrable Interest Debentures due 204 0 (the Series 2 Debentures,
and to g ether with the Series 1 Debentures, the Debentures). The Series 1 Debentures will be held by, and will co nstitute the o nly
assets o f, Series 1. The Series 2 Debentures will be held by, and will co nstitute the o nly assets o f Series 2.

The Series 1 Debentures

Interest will accrue o n the Series 1 Debentures at the rate o f 8.00% per annum, co mpo unding quarterly, o n the sum o f (1) the
principal amo unt o f the Debentures and (2) the amo unt o f any accrued and unpaid interest fo r any prio r interest payment perio d o n such
Series 1 Debentures, if any, co mputed o n the basis o f a 360-day year co nsisting o f twelve 30-day mo nths. Ally may elect to defer
interest payments o n the Series 1 Debentures fo r o ne o r mo re perio ds, in each case fo r up to 20 co nsecutive quarters, pro vided that no
event o f default with respect to the Series 1 Debentures g iving rise to acceleratio n rig hts has o ccurred and is co ntinuing , and provided
further that no such deferral may extend beyo nd the maturity date o f the Series 1 Debentures. During any such interest deferral perio d,
interest will co ntinue to accrue and co mpo und as set fo rth abo ve.

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Table of Cont ent s

The Series 1 Debentures mature and beco me due and payable, to g ether with any accrued and unpaid interest thereo n, o n
February 15, 204 0. Ally may no t redeem the Series 1 Debentures prio r to December 30, 2014 , except upo n the o ccurrence o f certain
specified events o r while the Series 1 Debentures are held by the U.S. g o vernment as part o f assistance pro vided to Ally under TARP o r
a similar o r related U.S. g o vernment pro g ram, in each case subject to the receipt o f any required appro vals fro m the FRB. On o r after
December 30, 2014 , subject to the receipt o f any required appro vals fro m the FRB, Ally may redeem the Series 1 Debentures at any
time o r fro m time to time, at a redemptio n price equal to 100% o f their principal amo unt plus accrued and unpaid interest.

Upo n the o ccurrence o f certain specified events o f default with respect to the Series 1 Debentures (including any no npayment o f
interest that co ntinues fo r 20 co nsecutive quarters o r certain events o f bankruptcy, inso lvency o r reo rg anizatio n o f Ally), the trustee
fo r the Series 1 Debentures o r the ho lders o f 25% o f the principal amo unt o f the Series 1 Debentures (o r, under certain circumstances,
the ho lders o f 25% o f the Series 1 Trust Preferred Securities) will have the rig ht to declare the principal amo unt o f the Series 1
Debentures, and any accrued interest, immediately due and payable.

The Series 1 Debentures are g enerally no nvo ting , with the exceptio n o f vo ting rig hts in co nnectio n with certain chang es to the
Series 1 Debentures o r the Amended and Restated Indenture, o r with respect to certain actio ns to be taken upo n the o ccurrence o f
certain events o f default with respect to the Series 1 Debentures.

The Series 1 Debentures are unsecured, and rank equally in rig ht o f payment with all o f Allys o ther existing and future junio r
subo rdinated indebtedness, junio r in rig ht o f payment to all o f Allys existing and future senio r o r subo rdinated indebtedness, and senio r
in rig ht o f payment to all o f Allys existing and future equity securities.

Fo r a full descriptio n o f the terms o f the Series 1 Debentures, see Descriptio n o f the Series 1 Debentures belo w.

The Series 2 Debentures

Fro m and including the date o f Desig natio n to but excluding February 15, 2016, interest will accrue o n the Series 2 Debentures at a
fixed rate per annum to be ag reed amo ng Ally, Series 1 and Treasury at the time o f Desig natio n, co mpo unding quarterly, o n the sum o f
(1) the principal amo unt o f the Series 2 Debentures and (2) the amo unt o f any accrued and unpaid interest fo r any prio r interest payment
perio d o n such Series 2 Debentures, if any, co mputed o n the basis o f a 360-day year co nsisting o f twelve 30-day mo nths. Fro m and
including February 15, 2016 to but excluding February 15, 204 0, interest will accrue o n the Series 2 Debentures at an annual rate equal to
three-mo nth LIBOR plus a spread to be ag reed amo ng Ally, Series 1 and Treasury at the time o f Desig natio n, co mpo unding quarterly,
o n the sum o f (1) the principal amo unt o f the Series 2 Debentures and (2) the amo unt o f any accrued and unpaid interest fo r any prio r
interest payment perio d o n such Series 2 Debentures, if any, co mputed o n the basis o f a 360-day year and the actual number o f days
elapsed with respect to any interest payment perio d. Ally may elect to defer interest payments o n the Series 2 Debentures fo r o ne o r
mo re perio ds, in each case fo r up to 20 co nsecutive quarters, pro vided that no event o f default with respect to the Series 2 Debentures
g iving rise to acceleratio n rig hts has o ccurred and is co ntinuing , and provided further that no such deferral may extend beyo nd the
maturity date o f the Series 2 Debentures. During any such interest deferral perio d, interest will co ntinue to accrue and co mpo und o n the
Series 2 Debentures as set fo rth abo ve.

The Series 2 Debentures mature and beco me due and payable, to g ether with any accrued and unpaid interest thereo n, o n
February 15, 204 0. Ally may no t redeem the Series 2 Debentures prio r to February 15, 2016, except upo n the o ccurrence o f certain
specified events, subject to the receipt o f any required appro vals fro m the FRB. Subject to the receipt o f any required appro vals fro m
the FRB, Ally may redeem the Series 2 Debentures at any time o r fro m time to time o n o r after February 15, 2016, at a redemptio n
price equal to 100% o f their principal amo unt plus accrued and unpaid interest.

Upo n the o ccurrence o f certain specified events o f default with respect to the Series 2 Debentures (including any no npayment o f
interest that co ntinues fo r 20 co nsecutive quarters o r certain events o f bankruptcy, inso lvency

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Table of Cont ent s

o r reo rg anizatio n o f Ally), the trustee fo r the Series 2 Debentures o r the ho lders o f 25% o f the principal amo unt o f the Series 2
Debentures (o r, under certain circumstances, the ho lders o f 25% o f the Series 2 Trust Preferred Securities) will have the rig ht to
declare the principal amo unt o f the Series 2 Debentures, and any accrued interest, immediately due and payable.

The Series 2 Debentures will g enerally be no nvo ting , with the exceptio n o f vo ting rig hts in co nnectio n with certain chang es to the
Series 2 Debentures o r the Amended and Restated Indenture, o r with respect to certain actio ns to be taken upo n the o ccurrence o f
certain events o f default with respect to the Series 2 Debentures.

The Series 2 Debentures are unsecured, and rank equally in rig ht o f payment with all o f Allys o ther existing and future junio r
subo rdinated indebtedness, junio r in rig ht o f payment to all o f Allys existing and future senio r o r subo rdinated indebtedness, and senio r
in rig ht o f payment to all o f Allys existing and future equity securities.

Fo r a full descriptio n o f the terms o f the Debentures, see Descriptio n o f the Series 2 Debentures belo w.

The Guarantees

Ally has, pursuant to a Guarantee Ag reement (the Guarantee Ag reement), fully and unco nditio nally g uaranteed, o n a
subo rdinated basis, fo r the benefit o f the ho lders o f the o utstanding 8.00% trust preferred securities o f the Trust, the payment o f
certain amo unts due o n such 8.00% trust preferred securities to the extent no t paid by o r o n behalf o f the Trust. Co ncurrently with the
Desig natio n, Ally intends to amend and restate the Guarantee Ag reement (the Amended and Restated Guarantee Ag reements) to
pro vide g uarantees with respect to each o f Series 1 and Series 2. The Amended and Restated Guarantee Ag reements will pro vide fo r
full and unco nditio nal g uarantees, o n a subo rdinated basis, fo r the benefit o f the ho lders o f the respective series o f Trust Preferred
Securities, o f the payment o f certain amo unts due o n the respective series o f Trust Preferred Securities to the extent no t paid by o r o n
behalf o f such series (the Guarantees).

With respect to each series o f Trust Preferred Securities, the g uaranteed amo unts include: (1) any accumulated and unpaid
distributio ns required to be paid to that series o f Trust Preferred Securities, to the extent that that series o f the Trust has funds that are
leg ally and immediately available to pay distributio ns o n the Trust Preferred Securities o f that series; (2) any redemptio n price required
to be paid to the ho lders o f that series o f Trust Preferred Securities, to the extent that that series o f the Trust has funds that are leg ally
and immediately available to pay such redemptio n price; and (3) upo n a terminatio n, winding -up o r liquidatio n o f that series o f the Trust,
if the Debentures o f a particular series are no t distributed to ho lders o f the co rrespo nding series o f Trust Preferred Securities in
exchang e fo r such Trust Preferred Securities, the lesser o f the liquidatio n distributio n fo r that series o f Trust Preferred Securities and
the value o f assets o f that series o f the Trust remaining available fo r distributio n to ho lders o f that series o f Trust Preferred Securities
after the satisfactio n o f certain liabilities to credito rs o f that series o f the Trust, as required by law.

Allys o blig atio ns with respect to the Guarantees may be satisfied either by direct payment o f such amo unt to the ho lders o f the
Trust Preferred Securities, o r by causing the relevant series o f the Trust to make such payment. It will co nstitute an event o f default
under the Guarantees if Ally fails to perfo rm any o f its payment o blig atio ns, o r o ther o blig atio ns under the Amended and Restated
Guarantee Ag reements. Fo llo wing any default with respect to a series o f Trust Preferred Securities, the ho lders o f a majo rity o f the
o utstanding Trust Preferred Securities o f that series have the rig ht to exercise o r pro ceed with certain rig hts, remedies o r actio ns
ag ainst Ally.

The Guarantees will be an unsecured o blig atio n o f Ally, and will have the same ranking with respect to Allys o ther indebtedness as
the Debentures. The Series 1 Guarantee will terminate upo n the earlier o f (1) the payment o f the g uaranteed amo unts with respect to the
Series 1 Trust Preferred Securities in full by either o r bo th o f Ally and Series 1 and (2) the distributio n o f the Series 1 Debentures to the
ho lders o f the Series 1 Trust Preferred Securities in exchang e fo r their Series 1 Trust Preferred Securities. The Series 2 Guarantee will
terminate upo n the earlier o f (1) the payment o f the g uaranteed amo unts with respect to the Series 2 Trust

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Table of Cont ent s

Preferred Securities in full by either o r bo th o f Ally and Series 2 and (2) the distributio n o f the Series 2 Debentures to the ho lders o f the
Series 2 Trust Preferred Securities in exchang e fo r their Series 2 Trust Preferred Securities.

Fo r a full descriptio n o f the terms o f the Guarantees, see Descriptio n o f the Guarantees belo w.

T he Co mmo n Securities

On December 30, 2009, Ally purchased fro m the Trust 80,010 8.00% co mmo n securities o f the Trust, which represented all the
o utstanding co mmo n securities issued by the Trust.

In co nnectio n with the Desig natio n, and pursuant to the Amended and Restated Declaratio n, all the o utstanding 8.00% co mmo n
securities o f the Trust will be desig nated 8.0% Co mmo n Securities, Series 1 (the Series 1 Co mmo n Securities) and immediately
thereafter a number o f the Series 1 Co mmo n Securities will be re-desig nated as the Fixed Rate/Flo ating Rate Co mmo n Securities,
Series 2 (the Series 2 Co mmo n Securities, and to g ether with the Series 1 Co mmo n Securities, the Co mmo n Securities). The
number o f Series 1 Co mmo n Securities that will be so re-desig nated will be determined pro rata to the number o f Series 1 Trust
Preferred Securities that will be re-desig nated as Series 2 Trust Preferred Securities.

T he Offering

This pro spectus relates to the o ffer and sale by the selling securityho lders named herein o f Series 1 Trust Preferred Securities and
Series 2 Trust Preferred Securities, fro m time to time, directly o r thro ug h o ne o r mo re underwriters, bro ker-dealers o r ag ents. If
securities are so ld thro ug h underwriters o r bro ker-dealers, the selling securityho lders will be respo nsible fo r underwriting disco unts o r
co mmissio ns o r ag ents co mmissio ns. The securities may be so ld in o ne o r mo re transactio ns at fixed prices, at prevailing market
prices at the time o f the sale, at varying prices determined at the time o f sale, o r at neg o tiated prices. Neither Ally no r the Trust no r any
series o f the Trust will receive any pro ceeds fro m the sale o f securities by the selling securityho lders. See Plan o f Distributio n.

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Table of Cont ent s

RAT IOS OF EARNINGS T O FIXED CHARGES

Our co nso lidated ratio s o f earning s to fixed charg es were as fo llo ws fo r the perio ds presented:
Ye a r Ende d De c e mbe r 3 1,
2 0 10 (a ) 2 0 0 9 (a ) 2 0 0 8 (a ) 2 0 0 7 (a ) 2 0 0 6 (a )
Ratio o f earning s to fixed charg es (b) 1.16 0.03 1.53 0.90 1.14

(a) During 2009, we co mmitted to sell certain o peratio ns o f o ur Internatio nal Auto mo tive Finance o peratio ns, Insurance o peratio ns,
Mo rtg ag e o peratio ns, and Co mmercial Finance Gro up. We repo rt these businesses separately as disco ntinued o peratio ns in the
Co nso lidated Financial Statements. Refer to No te 2 to the Co nso lidated Financial Statements fo r further discussio n o f o ur
disco ntinued o peratio ns. All repo rted perio ds o f the calculatio n o f the ratio o f earning s to fixed charg es exclude disco ntinued
o peratio ns.
(b) The ratio calculatio n indicates a less than o ne-to -o ne co verag e fo r the years ended December 31, 2009 and 2007. Earning s
available fo r fixed charg es fo r the years ended December 31, 2009 and 2007, were inadequate to co ver to tal fixed charg es. The
deficient amo unt fo r the ratio were $6,968 millio n fo r 2009 and $1,350 millio n fo r 2007.

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Table of Cont ent s

RISK FACT ORS

An investment in our securities is subject to certain risks. In consultation with your own financial, tax and legal advisors, you
should carefully consider, among other matters, the following discussions of risk before deciding whether an investment in the Trust
Preferred Securities is suitable for you. The risks described below are intended to highlight risks that are specific to the Trust Preferred
Securities, but are not the only risks we face. Additional risks, including those generally affecting the industry in which we operate, risks
that we currently deem immaterial and risks generally applicable to companies that have recently undertaken similar transactions, may
also impair our business, the value of your investment and our ability to make distributions on the Trust Preferred Securities. For a more
complete description of the risks that may affect our business, see our Annual Report on Form 10-K for the year ended December 31,
2010 (as amended or supplemented in subsequent reports on Form 10-K, Form 10-Q or Form 8-K). In addition to the risks described
below, we face other risks that are described from time to time in periodic reports that we file with the SEC. If any of the following risks
actually occur, the value of the Trust Preferred Securities could decline, and you may lose all or part of your investment. The risks
discussed below also include forward-looking statements, and our actual results may differ materially from those discussed in these
forward-looking statements.

Risks Relating to the T rust Preferred Securities

Ally is not required to pay you under the Guarantees and the Debentures unless it first makes other required payments.

Allys o blig atio ns under the Debentures and the Guarantees rank junio r to all o f Allys Senio r Indebtedness as such term is
defined under Descriptio n o f the Series 1 DebenturesSubo rdinatio n and Descriptio n o f the Series 2 DebenturesSubo rdinatio n.
This means that Ally canno t make any payments o n the Debentures o r the Guarantees if it defaults o n a payment o f Senio r Indebtedness
and do es no t cure the default within the applicable g race perio d o r if the Senio r Indebtedness beco mes immediately due because o f a
default and has no t yet been paid in full.

In the event o f the bankruptcy, liquidatio n o r disso lutio n o f Ally, its assets wo uld be available to pay o blig atio ns under the
Debentures and the Guarantees o nly after Ally made all payments o n its Senio r Indebtedness.

In additio n, Allys o blig atio ns under the Debentures and the Guarantees are structurally subo rdinated to all existing and future
liabilities o f Allys subsidiaries. This means that in the event o f an inso lvency, liquidatio n, bankruptcy o r o ther reo rg anizatio n o f any
subsidiary, ho lders o f the Debentures will be credito rs o f Ally o nly and will have no direct claim ag ainst any such subsidiary but may
o nly reco ver by virtue o f Allys equity interest. As a result, all existing and future liabilities o f Allys subsidiaries, including claims o f
lesso rs under capital and o perating leases, trade credito rs and ho lders o f preferred sto ck o f such subsidiaries have the rig ht to be
satisfied in full prio r to receipt by Ally o f any payment as a sto ckho lder o f its subsidiaries.

Neither the Trust Preferred Securities, the Debentures no r the Guarantees limit the ability o f Ally and its subsidiaries to incur
additio nal indebtedness, including indebtedness that ranks senio r in prio rity o f payment to the Debentures and the Guarantees. See
Descriptio n o f the GuaranteesStatus o f the Guarantees, Descriptio n o f the Series 1 DebenturesSubo rdinatio n and Descriptio n
o f the Series 2 DebenturesSubo rdinatio n belo w.

Ally is not required to pay you under the Guarantees if the relevant series of the Trust does not have cash available.

The ability o f a particular series o f the Trust to make payments o n such series o f Trust Preferred Securities is so lely dependent
upo n Ally making the related payments o n the co rrespo nding series o f Debentures when due.

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Table of Cont ent s

The Guarantees o nly g uarantee that Ally will make distributio n and redemptio n payments if the relevant series o f the Trust has
funds available to make the payments o n such series but fails to do so . If Ally defaults o n its o blig atio ns to make payments o n a series
o f Debentures, the co rrespo nding series o f the Trust will no t have sufficient funds available to make payments o n Trust Preferred
Securities o f such series. Therefo re, in tho se circumstances, ho lders o f Trust Preferred Securities o f such series will no t be able to rely
upo n the Guarantees fo r payment o f these amo unts. If this happens, the o ptio ns o f such ho lders are discussed under Descriptio n o f
the Series 1 Trust Preferred SecuritiesDeclaratio n Defaults and Descriptio n o f the Series 2 Trust Preferred SecuritiesDeclaratio n
Defaults belo w.

The U.S. federal income tax treatment of the trust is uncertain.

Based o n the advice o f co unsel, Davis Po lk & Wardwell LLP, the Trust intends to treat each series o f the Trust as a separate
g ranto r trust fo r U.S. federal inco me tax purpo ses, and by acquiring a Trust Preferred Security, a ho lder o f Trust Preferred Securities
will be deemed to have ag reed to such treatment. Under this treatment, fo r U.S. federal inco me tax purpo ses, a ho lder o f Trust
Preferred Securities o f a particular series will be treated as o wning an undivided beneficial o wnership interest in the Debentures o f such
series. Ho wever, the treatment o f the Trust is uncertain, and the Trust as a who le o r o ne o r mo re series thereo f co uld be treated as a
partnership fo r U.S. federal inco me tax purpo ses. If the Trust o r any series were treated as a partnership, we do no t expect that such
treatment wo uld materially chang e a ho lders U.S. federal inco me tax treatment with respect to the Trust Preferred Securities, except
that a ho lder mig ht no t be able to make certain electio ns that wo uld be available if the Trust o r such series were no t treated as a
partnership.

Deferral of distributions with respect to a series of Trust Preferred Securities would have adverse tax consequences for the holders of
Trust Preferred Securities of such series and might adversely affect the trading price of such Trust Preferred Securities.

If distributio ns o n a series o f Trust Preferred Securities are deferred, ho lders o f Trust Preferred Securities o f such series will be
required to reco g nize o rdinary inco me fo r U.S. federal inco me tax purpo ses in respect o f their ratable share o f the interest o n the
Debentures desig nated to such series o f the Trust befo re they receive any cash distributio ns relating to this interest. In additio n, such
ho lders will no t receive such cash distributio ns fro m the Trust if they sell their Trust Preferred Securities befo re the end o f any
extensio n perio d o r befo re the reco rd date relating to the distributio ns that are paid.

Ally has no current intentio n o f deferring interest payments o n the Debentures. Ho wever, if Ally exercises its deferral rig ht in the
future with respect to the Trust Preferred Securities o f any series, the Trust Preferred Securities o f such series may trade at a price that
do es no t fully reflect the value o f accrued but unpaid interest o n the Debentures. If a ho lder sells Trust Preferred Securities o f such
series during an extensio n perio d, such ho lder may no t receive the same return o n investment as so meo ne else who co ntinues to ho ld
the Trust Preferred Securities o f such series. In additio n, the existence o f Allys rig ht to defer payments o f interest o n the Debentures
means that the market price fo r the Trust Preferred Securities, which represent an undivided beneficial interest in the Debentures, may
be mo re vo latile than o ther securities that are no t subject to such a deferral rig ht.

The Trust Preferred Securities are rated below investment grade.

The Trust Preferred Securities are no t investment-g rade rated and may be subject to g reater price vo latility than hig her-rated
securities o f similar maturity.

You should not rely on the distributions from the Trust Preferred Securities through their maturity datethey may be redeemed at
the option of Ally.

The Series 1 Debentures may be redeemed, in who le o r in part, at any time, (i) o n o r after December 30, 2014 o r (ii) at any time
while the Series 1 Trust Preferred Securities are held by the U.S. g o vernment as part o f assistance pro vided to Ally under TARP o r a
similar o r related U.S. g o vernment pro g ram subject to the receipt o f

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Table of Cont ent s

any required appro vals fro m the FRB, at a redemptio n price equal to $1,000 per Series 1 Trust Preferred Security plus any accumulated
and unpaid distributio ns to the redemptio n date. The Series 2 Debentures may be redeemed, in who le o r in part, at any time o n o r after
February 15, 2016 at a redemptio n price equal to $25 per Series 2 Trust Preferred Security plus any accumulated and unpaid
distributio ns to the redemptio n date.

Yo u sho uld assume that this redemptio n o ptio n with respect to any series will be exercised if it is in the interest o f Ally to redeem
the Debentures. If a series o f Debentures is redeemed, the co rrespo nding series o f the Trust must redeem the Trust Preferred
Securities and Co mmo n Securities o f such series having an ag g reg ate liquidatio n amo unt equal to the ag g reg ate principal amo unt o f
Debentures to be redeemed. See Descriptio n o f the Series 1 Trust Preferred SecuritiesRedemptio n o f Series 1 Trust Preferred
Securities, Descriptio n o f the Series 2 Trust Preferred SecuritiesRedemptio n o f Series 2 Trust Preferred Securities, Descriptio n
o f the Series 1 DebenturesOptio nal Redemptio n and Descriptio n o f the Series 2 DebenturesOptio nal Redemptio n belo w.

Ally may view redemptio n o f the Debentures to be in its interest if certain chang es in reg ulato ry capital law o r interpretatio n have
effect o n o r after the applicable redemptio n date. While Ally believes the Trust Preferred Securities are exempt fro m the mandato ry
disqualificatio n o f certain types o f Tier 1 capital under Sectio n 171(b)(5)(A) o f the Do dd-Frank Wall Street Refo rm and Co nsumer
Pro tectio n Act (the Do dd-Frank Act), the Basel Co mmittee o n Banking Supervisio n (Basel) has pro po sed, amo ng o ther pro po sals,
revisio ns to its definitio n o f Tier 1 capital fo r banks (the Basel Pro po sal) and has anno unced the timeframe fo r phasing in its new Tier
1 capital requirements. Under the Basel Pro po sal, Ally believes the Trust Preferred Securities represent a capital injectio n in the
Co mpany made by Treasury in December 2009 and thus, currently expects the Trust Preferred Securities sho uld co ntinue to be
included as Tier 1 capital o f Ally until January 1, 2018. Ultimately, ho wever, the date o n which the Trust Preferred Securities may be
excluded fro m Allys Tier 1 capital will be determined by the relevant reg ulato ry autho rity implementing the Do dd-Frank Act and the
Basel Pro po sal.

If the Trust Preferred Securities are redeemed, yo u may no t be able to reinvest the mo ney yo u receive upo n such redemptio n at
the same rate o f return as pro vided by the Trust Preferred Securities.

You should not rely on the distributions from the Trust Preferred Securities through their maturity datethey may be redeemed at
any time if certain changes in tax or investment company law occur.

If certain chang es, which are mo re fully described belo w, in tax, investment co mpany o r bank reg ulato ry law o r interpretatio ns
o ccur and are co ntinuing , and certain o ther co nditio ns that are mo re fully described belo w are satisfied, the Trust Preferred Securities
co uld be redeemed by the relevant series o f the Trust within 90 days o f the event at a redemptio n price equal to the relevant liquidatio n
amo unt per security plus any accumulated and unpaid distributio ns. See Descriptio n o f the Series 1 Trust Preferred SecuritiesSpecial
Event Redemptio n and Distributio n o f the Series 1 Debentures and Descriptio n o f the Series 2 Trust Preferred Securities
Special Event Redemptio n and Distributio n o f the Series 2 Debentures.

Treasury is a federal agency and your ability to bring a claim against Treasury under the federal securities laws may be limited.

The do ctrine o f so vereig n immunity, as limited by the Federal To rt Claims Act (the FTCA), pro vides that claims may no t be
bro ug ht ag ainst the United States o f America o r any ag ency o r instrumentality thereo f unless specifically permitted by act o f
Co ng ress. The FTCA bars claims fo r fraud o r misrepresentatio n. At least o ne federal co urt, in a case invo lving a federal ag ency, has
held that the United States may assert its so vereig n immunity to claims bro ug ht under the federal securities laws. In additio n, Treasury
and its o fficers, ag ents, and emplo yees are exempt fro m liability fo r any vio latio n o r alleg ed vio latio n o f the anti-fraud pro visio ns o f
Sectio n 10(b) o f the Exchang e Act by virtue o f Sectio n 3(c) thereo f. Acco rding ly, any attempt to assert such a claim ag ainst the
o fficers, ag ents o r emplo yees o f Treasury fo r a vio latio n o f the Securities Act o f 1933, as

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Table of Cont ent s

amended (the Securities Act) o r the Exchang e Act resulting fro m an alleg ed material misstatement in o r material o missio n fro m this
pro spectus o r the reg istratio n statement o f which this pro spectus is a part o r resulting fro m any o ther act o r o missio n in co nnectio n with
the o ffering o f the Trust Preferred Securities by Treasury wo uld likely be barred.

There could be adverse tax consequences to you if Ally terminates a series of the Trust and distributes the corresponding series of
Debentures to holders of that series of trust securities.

Ally has the rig ht to terminate a series o f the Trust at any time, so lo ng as it o btains any required reg ulato ry appro val. If Ally
decides to exercise its rig ht to terminate a series o f the Trust and do es no t cause the Trust Preferred Securities o f that series to be
redeemed fo r cash, that series o f the Trust will (1) if it is Series 1, redeem the Series 1 Trust Preferred Securities and Series 1
Co mmo n Securities by distributing the Series 1 Debentures to ho lders o f the Series 1 Trust Preferred Securities and Series 1 Co mmo n
Securities o n a ratable basis and (2) if it is Series 2, redeem the Series 2 Trust Preferred Securities and Series 2 Co mmo n Securities by
distributing the Series 2 Debentures to ho lders o f the Series 2 Trust Preferred Securities and Series 2 Co mmo n Securities o n a ratable
basis.

Under current U.S. federal inco me tax law, a distributio n o f Debentures to yo u o n the disso lutio n o f a series o f the Trust wo uld no t
be a taxable event to yo u. Ho wever, if the relevant series o f the Trust were characterized fo r U.S. federal inco me tax purpo ses as an
asso ciatio n taxable as a co rpo ratio n at the time it is disso lved o r if there is a chang e in law, the distributio n o f Debentures co uld be a
taxable event to yo u.

The FRB may be able to restrict the ability of Ally to pay interest on or to redeem the Debentures, or of a series of the Trust to make
distributions with respect to or redeem the Trust Preferred Securities of that series.

The FRB will have the rig ht to supervise the Trust o r any series o f the Trust and their respective activities. Under certain
circumstances, including any determinatio n that a payment, distributio n o r redemptio n o r Allys relatio nship to the Trust o r any series o f
the Trust wo uld co nstitute o r result in an unsafe and unso und banking practice, the FRB may have the autho rity to restrict the ability o f
Ally to make interest payments o n o r to redeem the Debentures, o r o f the relevant series o f the Trust to make distributio ns o n o r to
redeem the relevant series o f Trust Preferred Securities.

An active trading market for the Trust Preferred Securities or the Debentures may not develop.

There can be no assurance that an active trading market fo r the Trust Preferred Securities o r the Debentures o f any series o f the
Trust will develo p, o r, if develo ped, that an active trading market will be maintained. As a result, neither Ally no r the relevant series o f
the Trust can assure yo u that yo u will be able to sell, o r at what price yo u may be able to sell, yo ur Trust Preferred Securities o r the
Debentures if such series o f the Trust distributes them to yo u.

Ally has the right to defer interest on the Debentures for five years without causing an event of default.

Ally has the rig ht to defer interest o n o ne o r bo th series o f the Debentures fo r o ne o r mo re co nsecutive interest perio ds no t to
exceed 20 co nsecutive quarters. During any such deferral perio d, ho lders o f the co rrespo nding series o f Trust Preferred Securities
may receive no current payments o n their Trust Preferred Securities and, so lo ng as Ally is o therwise in co mpliance with its o blig atio ns,
such ho lders will have no remedies ag ainst Ally, the Trust o r any series o f the Trust fo r no npayment. If Ally has paid all deferred interest
o n a series o f Debentures, then it may at any time co mmence a new deferral perio d with respect to the co rrespo nding series o f Trust
Preferred Securities.

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Table of Cont ent s

If you hold Trust Preferred Securities of a particular series, you cannot prevent the trustee for that series from taking actions you may
not agree with.

As a ho lder o f Trust Preferred Securities, yo u will have limited vo ting rig hts. In particular, except fo r the limited exceptio ns
described later in this pro spectus, o nly Ally can elect o r remo ve any trustee fo r either the series 1 securities o r the series 2 securities.
See Descriptio n o f the Series 1 Trust Preferred SecuritiesVo ting Rig hts and Descriptio n o f the Series 2 Trust Preferred Securities
Vo ting Rig hts belo w.

You have limited remedies for defaults under the Amended and Restated Indenture.

Altho ug h vario us events may co nstitute defaults under the Amended and Restated Indenture, a default that is no t an event o f
default with respect to a particular series will no t trig g er the acceleratio n o f principal and interest o n the Debentures o f such series. An
acceleratio n o f principal and interest with respect to a series o f Debentures will o ccur o nly upo n Allys failure to pay in full all interest
accrued o n such series upo n the co nclusio n o f an extensio n perio d o f 20 co nsecutive quarters o r as a result o f specified events o f
bankruptcy, inso lvency o r reo rg anizatio n o f Ally. See Descriptio n o f the Series 1 DebenturesIndenture Events o f Default and
Acceleratio n and Descriptio n o f the Series 2 DebenturesIndenture Events o f Default and Acceleratio n.

The Trust Preferred Securities are not securities of Ally.

The Trust Preferred Securities are issued by the specified series o f the Trust, no t Ally, and represent beneficial interests o nly in
the Debentures desig nated to a specified series o f the Trust. In an event o f a default o n the Trust Preferred Securities o f a particular
series, the remedies that ho lders o f that series o f Trust Preferred Securities have ag ainst Ally are limited to tho se described in, as
applicable, Descriptio n o f the Series 1 Trust Preferred SecuritiesDeclaratio n Defaults, Descriptio n o f the Series 2 Trust Preferred
SecuritiesDeclaratio n Defaults, Descriptio n o f the Series 1 DebenturesIndenture Defaults, Descriptio n o f the Series 2
DebenturesIndenture Defaults, Descriptio n o f the Guarantees in this pro spectus. Neither any series o f the Trust no r yo u will have,
by virtue o f o wnership o f Trust Preferred Securities, any co ntro l rig hts at Ally, including any rig hts to vo te fo r Allys bo ard o f directo rs
o r to direct Ally to take any actio n, except tho se actio ns asso ciated with enfo rcing yo ur rig hts with respect to the series o f Trust
Preferred Securities that yo u ho ld. If Ally elects to disso lve any series o f the Trust, yo u will be entitled o nly to the assets o f the
relevant series o f the Trust as described in Descriptio n o f the Series 1 Trust Preferred SecuritiesDistributio n o f the Series 1
Debentures and Descriptio n o f the Series 2 Trust Preferred SecuritiesDistributio n o f the Series 2 Debentures.

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Table of Cont ent s

DESCRIPT ION OF T HE SERIES 1 T RUST PREFERRED SECURIT IES

The trust preferred securities and co mmo n securities o f Series 1 were o rig inally issued pursuant to the terms o f the Declaratio n as
8.00% trust preferred securities and 8.00% co mmo n securities, respectively, and will be desig nated the 8.0% Trust Preferred
Securities, Series 1 (the Series 1 Trust Preferred Securities) and 8.0% Co mmo n Securities, Series 1 (the Series 1 Co mmo n
Securities), respectively, pursuant to the Amended and Restated Declaratio n. The institutio nal trustee fo r Series 1 under the Amended
and Restated Declaratio n, The Bank o f New Yo rk Mello n, will act as indenture trustee fo r Series 1 under the Amended and Restated
Declaratio n, fo r purpo ses o f co mpliance with the pro visio ns o f the Trust Indenture Act o f 1939, as amended (the Trust Indenture
Act). The terms o f the Series 1 Trust Preferred Securities include tho se stated in the Amended and Restated Declaratio n and tho se
made part o f the Amended and Restated Declaratio n by the Trust Indenture Act. The fo llo wing summary o f the material terms and
pro visio ns o f the Series 1 Trust Preferred Securities is no t intended to be co mplete and is qualified by the Amended and Restated
Declaratio n, the Statuto ry Trust Act o f the State o f Delaware and the Trust Indenture Act. Certain pro visio ns o f the Amended and
Restated Declaratio n applicable to all series 1 securities are described in this pro spectus o nly with respect to the Series 1 Trust
Preferred Securities. The fo rm o f the Amended and Restated Declaratio n is filed as an exhibit to the reg istratio n statement o f which this
pro spectus is a part.

General

The Amended and Restated Declaratio n autho rizes the administrative trustees fo r Series 1 to act, o n behalf o f Series 1, with
respect to the Series 1 Co mmo n Securities and the Series 1 Trust Preferred Securities (co llectively, the series 1 securities, and
to g ether with the series 2 securities (as defined in the Descriptio n o f the Series 2 Trust Preferred Securities), the trust securities).
The series 1 securities represent undivided beneficial interests in Allys 8.0% Junio r Subo rdinated Deferrable Interest Debentures due
204 0 (the Series 1 Debentures), which will be the o nly assets desig nated to Series 1. All o f the Series 1 Co mmo n Securities are
o wned by Ally. The Series 1 Co mmo n Securities rank equally, and payments will be made o n the Series 1 Co mmo n Securities o n a
ratable basis, with the Series 1 Trust Preferred Securities. If a default under the Amended and Restated Declaratio n applicable to Series
1 o ccurs and co ntinues, ho wever, the rig hts o f the ho lders o f the Series 1 Co mmo n Securities to receive payment o f perio dic
distributio ns and payments upo n liquidatio n, redemptio n and o therwise will be subo rdinated to the rig hts o f the ho lders o f the Series 1
Trust Preferred Securities.

Pursuant to the Amended and Restated Declaratio n, the institutio nal trustee fo r Series 1 ho lds title to the Series 1 Debentures fo r
the benefit o f the ho lders o f the series 1 securities. The payment o f distributio ns o ut o f mo ney held by Series 1 with respect to the
Series 1 Trust Preferred Securities, and payments upo n redemptio n o f the Series 1 Trust Preferred Securities o r liquidatio n o f Series 1
o ut o f mo ney held by Series 1 with respect to the Series 1 Trust Preferred Securities, are g uaranteed by Ally to the extent described
under Descriptio n o f the Guarantees. The Series 1 Guarantee is held by The Bank o f New Yo rk Mello n, the g uarantee trustee fo r the
Series 1 Guarantee, fo r the benefit o f the ho lders o f the Series 1 Trust Preferred Securities. The Series 1 Guarantee do es no t co ver
payment o f distributio ns when Series 1 do es no t have sufficient funds available to pay such distributio ns. In such event, the remedy o f a
ho lder o f Series 1 Trust Preferred Securities is to :

vo te to direct the institutio nal trustee fo r Series 1 to exercise any trust o r po wer under the Amended and Restated
Declaratio n, including the enfo rcement o f the institutio nal trustees rig hts under the Series 1 Debentures; o r

if the failure o f Series 1 to pay distributio ns is attributable to the failure o f Ally to pay interest o r principal o n the Series 1
Debentures, sue Ally, o n o r after the respective due dates specified in the Series 1 Debentures, fo r enfo rcement o f payment
to such ho lder o f the principal o r interest o n the Series 1 Debentures having a principal amo unt equal to the ag g reg ate
liquidatio n amo unt o f the Series 1 Trust Preferred Securities o f such ho lder.

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Table of Cont ent s

Distributio ns

Distributio ns o n the Series 1 Trust Preferred Securities are fixed at a rate per annum o f 8.0% o f the stated liquidatio n amo unt o f
$1,000 per Series 1 Trust Preferred Security. Distributio ns no t paid when due, o r when they wo uld be due if no t fo r any extensio n perio d
o r default by Ally o n the Series 1 Debentures, will themselves accumulate additio nal interest at the annual rate o f 8.0% thereo f,
co mpo unded quarterly. When this pro spectus refers to any payment o f distributio ns, distributio ns include any such interest payable
unless o therwise stated. The amo unt o f distributio ns payable fo r any perio d will be co mputed fo r any full quarterly distributio n perio d o n
the basis o f a 360-day year o f twelve 30-day mo nths and fo r any perio d sho rter than a full quarterly distributio n perio d fo r which
distributio ns are co mputed, distributio ns will be co mputed o n the basis o f the actual number o f days elapsed in a partial mo nth in such
perio d.

Distributio ns o n the Series 1 Trust Preferred Securities are cumulative, beg an accruing fro m and including December 30, 2009,
and are payable quarterly in arrears o n February 15, May 15, Aug ust 15 and No vember 15 o f each year, beg inning o n February 15, 2010.
When, as and if available fo r payment, distributio ns are made by the institutio nal trustee fo r Series 1, except as o therwise described
belo w.

The distributio n rate and the distributio n payment dates and o ther payment dates fo r the Series 1 Trust Preferred Securities
co rrespo nd to the interest rate and interest payment dates and o ther payment dates o n the Series 1 Debentures.

Deferral of Distributions. Ally has the rig ht under the Amended and Restated Indenture to defer interest payments o n the Series 1
Debentures fo r an extensio n perio d no t exceeding 20 co nsecutive quarters, subject to certain co nditio ns, during which no interest shall
be due and payable. A deferral o f interest payments canno t extend, ho wever, beyo nd the maturity o f the Series 1 Debentures. An
extensio n perio d beg ins in the quarter in which no tice o f the extensio n perio d is g iven. As a co nsequence o f Allys extensio n o f the
interest payment perio d, quarterly distributio ns o n the Series 1 Trust Preferred Securities wo uld be deferred during any such extended
interest payment perio d. During an extensio n perio d, the amo unt o f distributio ns due to ho lders o f Series 1 Trust Preferred Securities
will co ntinue to accumulate and such deferred distributio ns will themselves accrue interest to the extent and in the amo unt that interest
accrues and co mpo unds o n the underlying Series 1 Debentures. In the event that Ally exercises its rig ht to extend an interest payment
perio d, then:

(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;

(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;

(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

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Table of Cont ent s

(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium o n, o r repay, repurchase o r redeem, any debt securities o r g uarantees issued by Ally that rank
equally with o r junio r to the Series 1 Debentures (Series 1 Junio r Subo rdinated Indebtedness, to g ether with Series 2 Junio r
Subo rdinated Indebtedness (as defined in the Descriptio n o f the Series 2 Trust Preferred Securities), Junio r Subo rdinated
Indebtedness) o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f Series 1 Junio r Subo rdinated Indebtedness in co nnectio n with the
administratio n o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Series 1 Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Series 1 Junio r Subo rdinated Indebtedness fo r any
o ther class o r series o f Series 1 Junio r Subo rdinated Indebtedness;

(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(e) any payment o f interest o n Series 1 Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 1
Debentures such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but
unpaid interest per like-amo unt o f Series 1 Debentures and all Series 1 Junio r Subo rdinated Indebtedness bear to each o ther.

These restrictio ns, ho wever, will no t apply (1) to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as
that o n which the dividend is being paid o r (2) dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-
o wned subsidiary o f Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally. Series 1 shall have the rig ht to make partial distributio ns
during an extensio n perio d if a co rrespo nding payment o f interest is made o n the Series 1 Debentures. Prio r to the terminatio n o f any
extensio n perio d, Ally may further extend such extensio n perio d, so lo ng as such extensio n perio d, to g ether with all such o ther
extensio n perio ds, do es no t exceed 20 co nsecutive quarters. An extensio n perio d canno t extend, ho wever, beyo nd the maturity o f the
Series 1 Debentures.

Upo n the terminatio n o f any extensio n perio d with respect to Series 1 and the payment o f all amo unts then due, Ally may
co mmence a new extensio n perio d with respect to the Series 1 Debentures, which must co mply with the abo ve requirements.
Co nsequently, there co uld be several extensio n perio ds o f varying leng ths thro ug ho ut the term o f the Series 1 Debentures. The
administrative trustees fo r Series 1 shall g ive the ho lders o f the Series 1 Trust Preferred Securities no tice o f any extensio n perio d upo n
their receipt o f no tice thereo f fro m Ally. If distributio ns are deferred, the deferred distributio ns and accrued interest o n such
distributio ns will be paid to ho lders o f reco rd o f the Series 1 Trust Preferred Securities as they appear o n the securities reg ister o f
Series 1 o n the reco rd date immediately preceding the terminatio n o f the related extensio n perio d. See Descriptio n o f the Series 1
DebenturesInterest and Optio n to Extend Interest Payment Perio d.

Payment of Distributions. Distributio ns o n the Series 1 Trust Preferred Securities are payable to the extent that Series 1 has funds
available fo r the payment o f such distributio ns. The funds o f Series 1 available fo r distributio n to the ho lders o f the Series 1 Trust
Preferred Securities are limited to payments received fro m Ally o n the Series 1 Debentures. The payment o f distributio ns o ut o f
mo nies held by Series 1 with respect to the Series 1 Trust Preferred Securities is g uaranteed by Ally o nly to the extent set fo rth under
Descriptio n o f the Guarantees. See also Descriptio n o f the Series 1 Debentures.

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Table of Cont ent s

Distributio ns o n the Series 1 Trust Preferred Securities are payable to the ho lders named o n the securities reg ister o f Series 1 at
the clo se o f business o n the relevant reco rd dates. While the Series 1 Trust Preferred Securities are in definitive, fully-reg istered fo rm,
subject to the rules o f any securities exchang e o n which the Series 1 Trust Preferred Securities are listed, the relevant reco rd dates shall
be 15 days prio r to the relevant distributio n dates o r such o ther reco rd date fixed by the administrative trustee fo r Series 1 that is no t
mo re than 60 no r less than 10 days prio r to such relevant distributio n dates. If the Series 1 Trust Preferred Securities are in bo o k-entry
o nly fo rm, the reco rd date will be o ne business day befo re the relevant distributio n dates. Distributio ns will be paid thro ug h the
institutio nal trustee fo r Series 1 who will ho ld amo unts received in respect o f the Series 1 Debentures in the pro perty acco unt fo r the
benefit o f the ho lders o f the series 1 securities. Unless any applicable laws and reg ulatio ns and the pro visio ns o f the Amended and
Restated Declaratio n state o therwise, each such payment will be made as described under Fo rm o f Certificates belo w.

In the event that any date o n which distributio ns are to be made o n the Series 1 Trust Preferred Securities is no t a business day,
then payment o f the distributio ns payable o n such date will be made o n the next succeeding day that is a business day, and witho ut any
interest o r o ther payment in respect o f any such delay, except that if such next business day is in the next succeeding calendar year,
such payment shall be made o n the immediately preceding business day, in each case with the same fo rce and effect as if made o n
such date. A business day means any day o ther than a Saturday, Sunday o r any o ther day o n which banking institutio ns in the State o f
New Yo rk g enerally are autho rized o r required by law o r o ther g o vernmental actio n to clo se. Any day that is a distributio n reco rd date
shall be a distributio n reco rd date whether o r no t such day is a business day.

Exchang es

If at any time Ally o r any o f its affiliates is the ho lder o r beneficial o wner o f any Series 1 Trust Preferred Securities, Ally o r such
affiliate, as applicable, has the rig ht to deliver to the institutio nal trustee fo r Series 1 all o r such po rtio n o f its Series 1 Trust Preferred
Securities as it elects and, subject to the terms o f the Amended and Restated Indenture, receive, in exchang e therefo r, Series 1
Debentures having an ag g reg ate principal amo unt equal to the ag g reg ate Liquidatio n Amo unt o f the Series 1 Trust Preferred Securities
exchang ed therefo r. After such exchang e, such Series 1 Trust Preferred Securities shall be cancelled and shall no lo ng er be deemed to
be o utstanding and all rig hts o f Ally o r such affiliate, as applicable, as ho lder with respect to such Series 1 Trust Preferred Securities
shall cease. In the event o f any such exchang e, Ally shall also have a similar o ptio n with respect to a pro po rtio nate amo unt o f the Series
1 Co mmo n Securities that it ho lds.

Redemptio n o f Series 1 T rust Preferred Securities

The Series 1 Trust Preferred Securities have no stated maturity date but will be redeemed upo n the maturity o f the Series 1
Debentures. In additio n, the Series 1 Trust Preferred Securities may be redeemed prio r to maturity o f the Series 1 Debentures o n the
dates and to the extent the Series 1 Debentures are redeemed. See Descriptio n o f the Series 1 DebenturesOptio nal Redemptio n.
The Series 1 Debentures will mature o n February 15, 204 0 (see Descriptio n o f the Series 1 DebenturesGeneral) and may be
redeemed, in who le o r in part, at any time o n o r after December 30, 2014 , o r at any time if either the Series 1 Trust Preferred Securities
o r the Series 1 Debentures are held by the U.S. g o vernment as part o f assistance pro vided to Ally under TARP o r a similar o r related
U.S. g o vernment pro g ram, subject to the receipt o f any required appro vals fro m the FRB. The Series 1 Debentures can also be
redeemed at any time, in who le o r in part, in certain circumstances upo n the o ccurrence o f a Tax Event, an Investment Co mpany Event
o r a Reg ulato ry Capital Event with respect to Series 1. See Special Event Redemptio n belo w.

If then required, Ally will o btain the co ncurrence o r appro val o f the FRB befo re exercising its redemptio n rig hts described in the
preceding parag raph.

Upo n the maturity o f the Series 1 Debentures, the pro ceeds o f their repayment will simultaneo usly be applied to redeem all
o utstanding Series 1 Trust Preferred Securities at the redemptio n price. Upo n the redemptio n o f the Series 1 Debentures, whether in
who le o r in part, either at the o ptio n o f Ally o r pursuant to a

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Table of Cont ent s

Special Event, Series 1 will use the cash it receives upo n the redemptio n to redeem Series 1 Trust Preferred Securities and Series 1
Co mmo n Securities having an ag g reg ate liquidatio n amo unt equal to the ag g reg ate principal amo unt o f the Series 1 Debentures so
redeemed at the redemptio n price. Befo re such redemptio n, ho lders o f Series 1 Trust Preferred Securities will be g iven no t less than
30 no r mo re than 60 days no tice. Prio r to any redemptio n with respect to Series 1, Ally will o btain any required reg ulato ry appro val. In
the event that fewer than all o f the o utstanding Series 1 Trust Preferred Securities are to be redeemed, the Series 1 Trust Preferred
Securities will be redeemed o n a ratable basis as described under Fo rm o f Certificates belo w. See Special Event Redemptio n
and Descriptio n o f the Series 1 DebenturesOptio nal Redemptio n.

Special Event Redemptio n

Tax Event means that the administrative trustees fo r Series 1 will have received an o pinio n o f a natio nally reco g nized
independent tax co unsel experienced in such matters that states that, as a result o f any:

amendment to , o r chang e (including any anno unced pro spective chang e) in, the laws o r asso ciated reg ulatio ns o f the United
States o r any po litical subdivisio n o r taxing autho rity o f the United States o n o r after December 30, 2009; o r

amendment to , o r chang e in, an interpretatio n o r applicatio n o f such laws o r reg ulatio ns by any leg islative bo dy, co urt,
g o vernmental ag ency o r reg ulato ry autho rity, including the enactment o f any leg islatio n and the publicatio n o f any judicial
decisio n, reg ulato ry determinatio n, o r administrative pro no uncement o n o r after December 30, 2009,

there is mo re than an insubstantial risk that:

Series 1 wo uld be subject to U.S. federal inco me tax relating to interest accrued o r received o n the Series 1 Debentures;

interest payable to Series 1 o n the Series 1 Debentures wo uld no t be deductible, in who le o r in part, by Ally fo r U.S. federal
inco me tax purpo ses; o r

Series 1 wo uld be subject to mo re than a minimal amo unt o f o ther taxes, duties o r o ther g o vernmental charg es.

Investment Co mpany Event means that the administrative trustees fo r Series 1 will have received an o pinio n o f a natio nally
reco g nized independent co unsel experienced in such matters to the effect that, as a result o f the o ccurrence o f a chang e in law o r
reg ulatio n o r a written chang e in interpretatio n o r applicatio n o f law o r reg ulatio n by any leg islative bo dy, co urt, g o vernmental ag ency
o r reg ulato ry autho rity, there is mo re than an insubstantial risk that the Trust o r Series 1 is o r will be co nsidered an investment
co mpany that is required to be reg istered under the Investment Co mpany Act o f 194 0 (the 194 0 Act), which chang e beco mes
effective o n o r after December 30, 2009.

Reg ulato ry Capital Event means that if Ally determines, based o n an o pinio n o f co unsel experienced in such matters, who may
be an emplo yee o f Ally o r any o f its affiliates, that, as a result o f

any amendment to , clarificatio n o f o r chang e (including any anno unced pro spective chang e) in applicable laws o r reg ulatio ns
o r o fficial interpretatio ns thereo f o r po licies with respect thereto , anno unced o r effective after December 30, 2009, o r

any o fficial administrative pro no uncement o r judicial decisio n interpreting o r applying such laws o r reg ulatio ns, anno unced o r
effective after December 30, 2009,

there is mo re than an insubstantial risk that the Series 1 Trust Preferred Securities will no lo ng er co nstitute Tier 1 capital o f Ally o r any
bank ho lding co mpany o f which Ally is a subsidiary fo r purpo ses o f the capital adequacy

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Table of Cont ent s

g uidelines o r po licies o f the FRB; provided, however, that the distributio n o f the Series 1 Debentures in co nnectio n with the liquidatio n
o f the Trust o r Series 1 shall no t in and o f itself co nstitute a Reg ulato ry Capital Event unless such liquidatio n shall have o ccurred in
co nnectio n with a Tax Event o r an Investment Co mpany Event.

This pro spectus refers to a Tax Event, an Investment Co mpany Event o r a Reg ulato ry Capital Event as a Special Event.
Pro vided that Ally o btains any required reg ulato ry appro val, if a Special Event o ccurs and co ntinues, Ally may, upo n no t less than 30 no r
mo re than 60 days no tice, redeem the Series 1 Debentures, in who le o r in part, fo r cash within 90 days fo llo wing the o ccurrence o f
such Special Event. Fo llo wing such redemptio n, series 1 securities with an ag g reg ate liquidatio n amo unt equal to the ag g reg ate
principal amo unt o f the Series 1 Debentures so redeemed shall be redeemed by Series 1 at the redemptio n price o n a ratable basis. If,
ho wever, at the time there is available to Ally o r the Trust acting with respect to Series 1 the o ppo rtunity to eliminate, within such 90-
day perio d, the Special Event by taking so me ministerial actio n, such as filing a fo rm o r making an electio n o r pursuing so me o ther
similar reaso nable measure that will have no adverse effect o n Series 1, Ally o r the ho lders o f the Series 1 Trust Preferred Securities o r
the Series 1 Debentures, then Ally o r the Trust acting with respect to Series 1 will pursue such measure instead o f redemptio n.

Distributio n o f the Series 1 Debentures

Ally will have the rig ht to disso lve Series 1, subject to the receipt o f any required reg ulato ry appro vals. Pursuant to the Amended
and Restated Indenture, Ally has ag reed no t to do so o ther than in co nnectio n with a Special Event o r in co nnectio n with certain
merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n. In the event o f any disso lutio n o f the
Trust o r Series 1 and after satisfactio n o f the claims and o blig atio ns o f Series 1 as pro vided by applicable law, the Trust acting with
respect to Series 1 may cause the Series 1 Debentures to be distributed to the ho lders o f the Series 1 Trust Preferred Securities in an
ag g reg ate stated principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f such securities then o utstanding . Prio r to any
such distributio n, Ally must o btain any required reg ulato ry appro vals.

If the Series 1 Trust Preferred Securities are listed o n the New Yo rk Sto ck Exchang e (NYSE) o r o n any o ther natio nal securities
exchang e and if the Series 1 Debentures are distributed to the ho lders o f the Series 1 Trust Preferred Securities upo n disso lutio n o f
Series 1, then Ally will use its best effo rts to cause the Series 1 Debentures to be listed o n the NYSE o r o n such o ther exchang e as the
Series 1 Trust Preferred Securities are then listed.

After the date fo r any distributio n o f Series 1 Debentures upo n disso lutio n o f Series 1:

the Series 1 Trust Preferred Securities will no lo ng er be deemed to be o utstanding ;

if any g lo bal securities have been issued, the securities depo sitary o r its no minee, as the reco rd ho lder o f the Series 1 Trust
Preferred Securities, will receive a reg istered g lo bal certificate o r certificates representing the Series 1 Debentures to be
delivered upo n such distributio n; and

any certificates representing Series 1 Trust Preferred Securities no t held by the depo sitary o r its no minee will be deemed to
represent Debentures having an ag g reg ate principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f, with an
interest rate identical to the co upo n rate o f, and with accrued and unpaid interest equal to accrued and unpaid distributio ns o n,
such Series 1 Trust Preferred Securities until such certificates are presented to Ally o r its ag ent fo r transfer o r reissuance.

Redemptio n Pro cedures

Series 1 may no t redeem fewer than all o f the o utstanding Series 1 Trust Preferred Securities unless all accrued and unpaid
distributio ns have been paid o n all Series 1 Trust Preferred Securities fo r all quarterly distributio n perio ds terminating o n o r prio r to the
date o f redemptio n.

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Table of Cont ent s

If (i) the Trust acting with respect to Series 1 g ives an irrevo cable no tice o f redemptio n o f the Series 1 Trust Preferred
Securities, and (ii) if Ally has paid to the institutio nal trustee fo r Series 1 a sufficient amo unt o f cash in co nnectio n with the related
redemptio n o r maturity o f the Series 1 Debentures, then (x) if the Series 1 Trust Preferred Securities are in bo o k-entry fo rm, by 12:00
no o n, New Yo rk City time, o n the redemptio n date, the institutio nal trustee fo r Series 1 will irrevo cably depo sit with the depo sitary o r
its no minee funds sufficient to pay the applicable redemptio n price and will also g ive the depo sitary irrevo cable instructio ns and
autho rity to pay the redemptio n price to the ho lders o f the Series 1 Trust Preferred Securities o r (y) if the Series 1 Trust Preferred
Securities are in definitive fo rm, the institutio nal trustee fo r Series 1 will pay the applicable redemptio n price to the applicable ho lder o f
Series 1 Trust Preferred Securities by check mailed to such ho lder.

Once no tice o f redemptio n is g iven and redemptio n funds are depo sited, distributio ns will cease to accrue and all rig hts o f ho lders
o f the Series 1 Trust Preferred Securities called fo r redemptio n will cease, except the rig ht o f the ho lders to receive the redemptio n
price, but witho ut interest o n such redemptio n price. If any redemptio n date is no t a business day, then payment o f the redemptio n price
payable o n such date will be made o n the next succeeding day that is a business day, witho ut any interest o r o ther payment in respect o f
any such delay, except that if such business day falls in the next calendar year, such payment will be made o n the immediately
preceding business day, in each case with the same fo rce and effect as if made o n such date.

If payment o f the redemptio n price fo r any Series 1 Trust Preferred Securities is impro perly withheld o r refused and no t paid
either by Series 1 o r by Ally pursuant to the Series 1 Guarantee, distributio ns o n such Series 1 Trust Preferred Securities will co ntinue to
accrue fro m the o rig inal redemptio n date to the date o f payment. In this case, the actual payment date will be the redemptio n date fo r
purpo ses o f calculating the redemptio n price. See Fo rm o f Certificates.

In the event that fewer than all o f the o utstanding Series 1 Trust Preferred Securities are to be redeemed, the Series 1 Trust
Preferred Securities held by the depo sitary o r its no minee will be redeemed in acco rdance with the depo sitarys o r no minees standard
pro cedures. See Fo rm o f Certificates.

Ally o r its affiliates may, at any time, and fro m time to time, purchase o utstanding Series 1 Trust Preferred Securities by tender, in
the o pen market o r by private ag reement.

Liquidatio n Distributio n upo n Disso lutio n

This pro spectus refers to any vo luntary o r invo luntary liquidatio n, disso lutio n, winding -up o r terminatio n o f the Trust o r any series
o f the Trust as a liquidatio n. If a liquidatio n o ccurs with respect to the Trust o r Series 1, the ho lders o f the Series 1 Trust Preferred
Securities will be entitled to receive o ut o f the assets o f Series 1, after satisfactio n o f claims and o blig atio ns o f Series 1, pursuant to
applicable law, distributio ns in an amo unt equal to the ag g reg ate o f the stated liquidatio n amo unt o f $1,000 per Series 1 Trust Preferred
Security plus accumulated and unpaid distributio ns thereo n to the date o f payment. Ho wever, such ho lders will no t receive such
distributio n if Ally instead distributes o n a ratable basis to the ho lders o f the Series 1 Trust Preferred Securities, the Series 1 Debentures
in an ag g reg ate stated principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f, with an interest rate identical to the
distributio n rate o f, and with accrued and unpaid interest equal to accrued and unpaid distributio ns o n, the Series 1 Trust Preferred
Securities o utstanding at such time. See Distributio n o f the Series 1 Debentures.

If this distributio n can be paid o nly in part because Series 1 has insufficient assets available to pay in full the ag g reg ate distributio n,
then the amo unts directly payable with respect to Series 1 shall be paid o n a ratable basis. The ho lders o f the Series 1 Co mmo n
Securities will be entitled to receive distributio ns upo n any such liquidatio n o n a ratable basis with the ho lders o f the Series 1 Trust
Preferred Securities. Ho wever, if a declaratio n default (as defined belo w) with respect to Series 1 has o ccurred and is co ntinuing , the
Series 1 Trust Preferred Securities will have a preference o ver the Series 1 Co mmo n Securities with reg ard to such distributio ns.

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Table of Cont ent s

Pursuant to the Amended and Restated Declaratio n, the Trust will disso lve and wind up its affairs o n the date fo llo wing the date
upo n which the last series o f the Trust has terminated.

Pursuant to the Amended and Restated Declaratio n, Series 1 will terminate:

(i) o n December 30, 2064 , the expiratio n o f the term o f Series 1;

(ii) upo n the bankruptcy o f Ally o r any ho lder o f the Series 1 Co mmo n Securities;

(iii) upo n the filing o f a certificate o f disso lutio n o r its equivalent with respect to Ally o r the revo catio n o f Allys charter and the
expiratio n o f 90 days after the date o f revo catio n witho ut a reinstatement thereo f;

(iv) upo n the entry o f a decree o f judicial disso lutio n o f any ho lder o f the Series 1 Co mmo n Securities, Ally, the Trust o r Series 1;

(v) subject to o btaining any required reg ulato ry appro val, when all o f the series 1 securities have been called fo r redemptio n;

(vi) subject to o btaining any required reg ulato ry appro val, upo n the exchang e o f all o f the then-o utstanding Series 1 Trust
Preferred Securities; o r

(vii) subject to o btaining any required reg ulato ry appro val, when Series 1 shall have been disso lved in acco rdance with the terms
o f the Series 1 Trust Preferred Securities upo n electio n by Ally o f its rig ht to terminate Series 1 and distribute all o f the Series 1
Debentures to the ho lders o f the Series 1 Trust Preferred Securities in exchang e fo r all o f the Series 1 Trust Preferred Securities.

Declaratio n Defaults

An indenture default with respect to Series 1 is a default under the Amended and Restated Indenture (as defined belo w in
Descriptio n o f the Series 1 Debentures) relating to the Series 1 Debentures and also co nstitutes a declaratio n default with respect
to Series 1, which is a default under the Amended and Restated Declaratio n relating to Series 1. Pursuant to the Amended and Restated
Declaratio n, the ho lder o f the Series 1 Co mmo n Securities will be deemed to have waived all declaratio n defaults relating to the Series
1 Co mmo n Securities until all declaratio n defaults relating to the Series 1 Trust Preferred Securities have been cured, waived o r
o therwise eliminated. Until such declaratio n defaults relating to the Series 1 Trust Preferred Securities have been cured, waived o r
o therwise eliminated, the institutio nal trustee fo r Series 1 will be deemed to be acting so lely o n behalf o f the ho lders o f the Series 1
Trust Preferred Securities and o nly the ho lders o f the Series 1 Trust Preferred Securities will have the rig ht to direct the institutio nal
trustee fo r Series 1 as to matters under the Amended and Restated Declaratio n, and therefo re the Amended and Restated Indenture. In
the event that any declaratio n default relating to the Series 1 Trust Preferred Securities is waived by the ho lders o f the Series 1 Trust
Preferred Securities as pro vided in the Amended and Restated Declaratio n, such waiver also co nstitutes a waiver o f such declaratio n
default relating to the Series 1 Co mmo n Securities fo r all purpo ses under the Amended and Restated Declaratio n witho ut any further
act, vo te o r co nsent o f the ho lders o f Series 1 Co mmo n Securities. See Vo ting Rig hts.

To the fullest extent permitted by law, if the institutio nal trustee fo r Series 1 fails to enfo rce its rig hts under the Series 1
Debentures, any ho lder o f Series 1 Trust Preferred Securities may directly institute a leg al pro ceeding ag ainst Ally to enfo rce these
rig hts witho ut first suing the institutio nal trustee fo r Series 1 o r any o ther perso n o r entity. If a declaratio n default has o ccurred and is
co ntinuing with respect Series 1 and such event is attributable to the failure o f Ally to pay interest o r principal (o r premium, if any) o n
the Series 1 Debentures o n the date such interest o r principal (o r premium, if any) is o therwise payable, o r in the case o f redemptio n, o n
the redemptio n date, then a ho lder o f Series 1 Trust Preferred Securities may also bring a direct actio n. This means

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Table of Cont ent s

that a ho lder may directly sue fo r enfo rcement o f payment to such ho lder o f the principal o f o r interest (o r premium, if any) o n the
Series 1 Debentures having a principal amo unt equal to the ag g reg ate liquidatio n amo unt o f the Series 1 Trust Preferred Securities o f
such ho lder o n o r after the respective due date specified in the Series 1 Debentures. Such ho lder need no t first (i) direct the institutio nal
trustee fo r Series 1 to enfo rce the terms o f the Series 1 Debentures o r (ii) sue Ally to enfo rce the institutio nal trustees rig hts under the
Series 1 Debentures. No twithstanding anything to the co ntrary in the Amended and Restated Declaratio n, fo r so lo ng as the U.S.
g o vernment is a ho lder o f 100% o f the Series 1 Trust Preferred Securities, the U.S. g o vernment shall have (i) the rig ht to exercise its
rig hts under Sectio n 5.06 o f the Amended and Restated Indenture and Sectio n 5.04 o f the Amended and Restated Guarantee
Ag reements and, if the U.S. g o vernment shall exercise any such rig hts, the institutio nal trustee shall no t take any co ntradicto ry actio n
and (ii) the exclusive po wer, duty and autho rity (in lieu o f the administrative trustees fo r Series 1) to exercise the rig hts set fo rth in
Sectio n 3.07(g ) o f the Amended and Restated Declaratio n. Except as described herein, the ho lders o f Series 1 Trust Preferred
Securities will no t be able to exercise directly any o ther remedy available to the ho lders o f the Series 1 Debentures.

In co nnectio n with such direct actio n, Ally will be subro g ated to the rig hts o f such ho lder o f Series 1 Trust Preferred Securities
under the Amended and Restated Declaratio n to the extent o f any payment made by Ally to such ho lder o f Series 1 Trust Preferred
Securities in such direct actio n. This means that Ally will be entitled to payment o f amo unts that a ho lder o f Series 1 Trust Preferred
Securities receives in respect o f an unpaid distributio n that resulted in the bring ing o f a direct actio n to the extent that such ho lder
receives o r has already received full payment relating to such unpaid distributio n fro m Series 1.

Upo n the o ccurrence o f an indenture event o f default with respect to the Series 1 Debentures, the indenture trustee o r the
institutio nal trustee fo r Series 1, as the so le ho lder o f the Series 1 Debentures, will have the rig ht under the Amended and Restated
Indenture to declare the principal o f and interest o n the Series 1 Debentures to be immediately due and payable, pro vided that if such a
declaratio n is no t made, the ho lders o f at least 25% in ag g reg ate liquidatio n amo unt o f the Series 1 Trust Preferred Securities then
o utstanding will have the rig ht to make such declaratio n. See Descriptio n o f the Series 1 DebenturesIndenture Events o f Default and
Acceleratio n.

Ally and Series 1 are each required to file annually with the institutio nal trustee fo r Series 1 an o fficers certificate as to its
co mpliance with all co nditio ns and co venants under the Amended and Restated Declaratio n.

Vo ting Rig hts

Except as described in the next succeeding parag raph, in Mo dificatio n o f the Amended and Restated Declaratio n, and in this
pro spectus under Descriptio n o f the GuaranteesMo dificatio n o f the Guarantees; Assig nment, and except as pro vided under the
Statuto ry Trust Act, the Trust Indenture Act, the Amended and Restated Declaratio n and as o therwise required by law, the ho lders o f
the Series 1 Trust Preferred Securities have no vo ting rig hts.

So lo ng as any Series 1 Trust Preferred Securities are o utstanding , the vo te o r co nsent o f the ho lders o f a majo rity in ag g reg ate
liquidatio n amo unt o f the Series 1 Trust Preferred Securities, vo ting separately as a class, shall be necessary fo r effecting o r validating :

Any autho rizatio n o r issuance o f equity securities with respect to Series 1 ranking senio r to the Series 1 Trust Preferred
Securities with respect to either o r bo th o f the payment o f distributio ns and/o r the distributio n o f assets o n any liquidatio n,
disso lutio n o r winding -up o f Series 1;

Any amendment, alteratio n o r repeal o f any pro visio n o f the Amended and Restated Indenture o r Amended and Restated
Declaratio n (including , with certain exceptio ns, any amendment, alteratio n o r repeal by means o f a merg er, co nso lidatio n o r
o therwise) so as to adversely affect the rig hts, preferences, privileg es o r vo ting po wers o f the Series 1 Trust Preferred
Securities; o r

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Table of Cont ent s

Any co nsummatio n o f a binding exchang e o r reclassificatio n invo lving the Series 1 Trust Preferred Securities, unless in each
case (x) the Series 1 Trust Preferred Securities remain o utstanding o r, in the case o f any such merg er o r co nso lidatio n with
respect to which Ally is no t the surviving o r resulting entity, are co nverted into o r exchang ed fo r preference securities o f the
surviving o r resulting entity o r its ultimate parent and (y) such units remaining o utstanding o r such preference securities, as
the case may be, have such rig hts, preferences, privileg es and vo ting po wers, and limitatio ns and restrictio ns thereo f, taken
as a who le, as are no t materially less favo rable to the ho lders thereo f than the rig hts, preferences, privileg es and vo ting
po wers, and limitatio ns and restrictio ns thereo f, o f Series 1 Trust Preferred Securities immediately prio r to such
co nsummatio n, taken as a who le.

The ho lders o f a majo rity in ag g reg ate liquidatio n amo unt o f the Series 1 Trust Preferred Securities have the rig ht to direct the
exercise o f any trust o r po wer co nferred upo n the institutio nal trustee fo r Series 1 o r to direct any pro ceeding fo r any remedy available
to the institutio nal trustee fo r Series 1 so lo ng as the institutio nal trustee fo r Series 1 receives the tax o pinio n discussed belo w,
including the rig ht to direct the institutio nal trustee fo r Series 1, as ho lder o f the Series 1 Debentures, to :

(i) direct any pro ceeding fo r any remedy available to the indenture trustee, o r exercise any trust o r po wer co nferred o n the
indenture trustee, with respect to the Series 1 Debentures;

(ii) waive any past indenture default with respect to the Series 1 Debentures that is waivable under Sectio n 5.6 o f the Amended and
Restated Indenture;

(iii) exercise any rig ht to rescind o r annul an acceleratio n o f the maturity o f the Series 1 Debentures; o r

(iv) co nsent to any amendment, mo dificatio n o r terminatio n o f the Amended and Restated Indenture o r the Series 1 Debentures
where such co nsent is required.

Where a co nsent o r actio n under the Amended and Restated Indenture wo uld require the co nsent o r act o f ho lders o f mo re than a
majo rity in principal amo unt o f the Series 1 Debentures, o r a super majo rity, then o nly ho lders o f that super majo rity o f Series 1 Trust
Preferred Securities may direct the institutio nal trustee fo r Series 1 to g ive such co nsent o r take such actio n. Further, the institutio nal
trustee fo r Series 1 can refrain fro m fo llo wing any directio ns o f the ho lders that vio late the Amended and Restated Declaratio n o r
co nflict with any applicable rule o f law o r wo uld invo lve the institutio nal trustee fo r Series 1 in perso nal liability ag ainst which indemnity
wo uld, in its o pinio n, no t be adequate. If the institutio nal trustee fo r Series 1 fails to enfo rce its rig hts under the Series 1 Debentures,
any reco rd ho lder o f Series 1 Trust Preferred Securities may directly sue Ally to enfo rce the institutio nal trustees rig hts under the
Series 1 Debentures. The reco rd ho lder do es no t have to sue the institutio nal trustee fo r Series 1 o r any o ther perso n o r entity befo re
bring ing such a direct actio n.

The institutio nal trustee fo r Series 1 is required to no tify all ho lders o f the Series 1 Trust Preferred Securities o f any default
actually kno wn to certain o fficers o f the institutio nal trustee and o f any no tice o f default with respect to the Series 1 Debentures
received fro m the indenture trustee. The no tice is required to state that the default with respect to the Series 1 Debentures also
co nstitutes a declaratio n default with respect to the Series 1 Trust Preferred Securities. Except fo r directing the time, metho d and place
o f co nducting a pro ceeding fo r a remedy available to the institutio nal trustee fo r Series 1, the institutio nal trustee fo r Series 1, as ho lder
o f the Series 1 Debentures, will no t take any o f the actio ns described in clauses (i), (ii), (iii) o r (iv) abo ve unless the institutio nal trustee
fo r Series 1 receives an o pinio n o f a natio nally reco g nized independent tax co unsel to the effect that, such actio n will no t (x) cause the
Trust o r Series 1 (as applicable) to be classified (i) as o ther than either a g ranto r trust o r a partnership o r (ii) as an entity taxable as a
co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r (y) materially reduce the likeliho o d o f the Trust o r Series 1 (as
applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses.

If the co nsent o f the institutio nal trustee fo r Series 1, as ho lder o f the Series 1 Debentures, is required under the Amended and
Restated Indenture fo r any amendment, mo dificatio n o r terminatio n o f the Amended and

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Table of Cont ent s

Restated Indenture o r the Series 1 Debentures, the institutio nal trustee fo r Series 1 is required to request the written directio n o f the
ho lders o f the series 1 securities. The institutio nal trustee fo r Series 1 will vo te as directed by a majo rity in liquidatio n amo unt o f the
series 1 securities vo ting to g ether as a sing le class. Where any amendment, mo dificatio n o r terminatio n under the Amended and
Restated Indenture wo uld require the co nsent o f a super majo rity, ho wever, the institutio nal trustee fo r Series 1 may o nly g ive such
co nsent at the directio n o f the ho lders o f the same super majo rity o f the ho lders o f the series 1 securities. The institutio nal trustee fo r
Series 1 is no t required to take any such actio n in acco rdance with the directio ns o f the ho lders o f the series 1 securities unless the
institutio nal trustee fo r Series 1 has o btained a tax o pinio n to the effect described abo ve.

A waiver o f an indenture default with respect to the Series 1 Debentures (i) by the institutio nal trustee fo r Series 1 at the directio n
o f the ho lders o f the Series 1 Trust Preferred Securities o r (ii) fo r so lo ng as the U.S. g o vernment is a ho lder o f 100% o f the Series 1
Trust Preferred Securities, the U.S. g o vernment acting directly in acco rdance with the Amended and Restated Indenture, will co nstitute
a waiver o f the co rrespo nding declaratio n default with respect to Series 1.

Any required appro val o r directio n o f ho lders o f Series 1 Trust Preferred Securities may be g iven at a separate meeting o f
ho lders o f Series 1 Trust Preferred Securities co nvened fo r such purpo se, at a meeting o f all o f the ho lders o f series 1 securities o r by
written co nsent. The administrative trustees fo r Series 1 will mail to each ho lder o f reco rd o f Series 1 Trust Preferred Securities a
no tice o f any meeting at which such ho lders are entitled to vo te, o r o f any matter upo n which actio n by written co nsent o f such ho lders
is to be taken. Each such no tice will include a statement setting fo rth the fo llo wing info rmatio n:

the date o f such meeting o r the date by which such actio n is to be taken;

a descriptio n o f any reso lutio n pro po sed fo r ado ptio n at such meeting o n which such ho lders are entitled to vo te o r o f such
matter upo n which written co nsent is so ug ht; and

instructio ns fo r the delivery o f pro xies o r co nsents.

No vo te o r co nsent o f the ho lders o f Series 1 Trust Preferred Securities will be required fo r the Trust acting with respect to
Series 1 to redeem and cancel Series 1 Trust Preferred Securities o r distribute Series 1 Debentures in acco rdance with the Amended
and Restated Declaratio n and the terms o f the Series 1 Trust Preferred Securities.

Despite the fact that ho lders o f Series 1 Trust Preferred Securities are entitled to vo te o r co nsent under the circumstances
described abo ve, any Series 1 Trust Preferred Securities that are o wned at the time by Ally o r any entity directly o r indirectly
co ntro lling o r co ntro lled by, o r under direct o r indirect co mmo n co ntro l with, Ally, will no t be entitled to vo te o r co nsent. Instead,
these Series 1 Trust Preferred Securities will be treated as if they were no t o utstanding . These limitatio ns will apply to the U.S.
g o vernment o nly to the extent required by the Trust Indenture Act.

Vo ting and co nsensual rig hts available to o r in favo r o f ho lders o r beneficial o wners o f Series 1 Trust Preferred Securities may, to
the extent permitted by applicable rule o r law, be exercised o nly by a United States Perso n within the meaning o f
Sectio n 7701(a)(30) o f the U.S. Internal Revenue Co de o f 1986, as amended (the Co de) that is a beneficial o wner o f a Series 1 Trust
Preferred Security o r by a United States Perso n acting as irrevo cable ag ent with discretio nary po wers fo r the beneficial o wner o f a
Series 1 Trust Preferred Security that is no t a United States perso n. Beneficial o wners o f a Series 1 Trust Preferred Security that are no t
United States Perso ns must, to the extent permitted by applicable rule o r law, irrevo cably appo int a United States Perso n with
discretio nary po wers to act as their ag ent with respect to such vo ting and co nsensual rig hts.

The pro cedures by which ho lders o f Series 1 Trust Preferred Securities may exercise their vo ting rig hts are described belo w. See
Fo rm o f Certificates.

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Table of Cont ent s

Ho lders o f the Series 1 Trust Preferred Securities g enerally have no rig hts to appo int o r remo ve the administrative trustees fo r
Series 1. Instead, these trustees fo r Series 1 may be appo inted, remo ved o r replaced so lely by Ally as the indirect o r direct ho lder o f
all o f the Series 1 Co mmo n Securities.

Mo dificatio n o f the Amended and Restated Declaratio n

The Amended and Restated Declaratio n may be mo dified and amended if appro ved by the administrative trustees fo r Series 1,
and in certain circumstances, the institutio nal trustee fo r Series 1 and/o r the Delaware trustee. If, ho wever, any pro po sed amendment
pro vides fo r, o r the administrative trustees fo r Series 1 o therwise pro po se to effect:

(i) any actio n that wo uld adversely affect the po wers, preferences o r rig hts o f the series 1 securities, whether by way o f
amendment to the Amended and Restated Declaratio n o r o therwise o r

(ii) the disso lutio n, winding -up o r terminatio n o f Series 1 o ther than pursuant to the terms o f the Amended and Restated
Declaratio n,

then the ho lders o f the series 1 securities vo ting to g ether as a sing le class will be entitled to vo te o n such amendment o r pro po sal.
Such amendment o r pro po sal shall no t be effective except with the appro val o f ho lders o f at least a majo rity in liquidatio n amo unt o f
the series 1 securities affected thereby. If, ho wever, any amendment o r pro po sal referred to in clause (i) abo ve wo uld adversely affect
o nly the Series 1 Trust Preferred Securities o r o nly the Series 1 Co mmo n Securities, then o nly ho lders o f the affected class will be
entitled to vo te o n such amendment o r pro po sal, and such amendment o r pro po sal shall no t be effective except with the appro val o f
ho lders o f a majo rity in liquidatio n amo unt o f such class.

Despite the fo reg o ing , no amendment o r mo dificatio n may be made to the Amended and Restated Declaratio n if such
amendment o r mo dificatio n wo uld:

(i)(x) cause the Trust o r Series 1 (as applicable) to be classified (a) as o ther than either a g ranto r trust o r a partnership o r (b) as an
entity taxable as a co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r (y) materially reduce the likeliho o d o f the Trust
o r Series 1 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses, provided that the fo reg o ing shall no t
limit the amendments to all o r a po rtio n o f Series 1 to desig nate o ne o r mo re new series with such terms as specified with respect to
such new series, to the extent 100% o f the ho lders o f the Series 1 Co mmo n Securities have co nsented to any such amendment,
provided further that the co nsent o f the ho lders o f the Series 1 Co mmo n Securities shall no t be required fo r the desig natio n o f a
special new series with the same eco no mic terms and o therwise substantially identical terms (except as pro vided in the Amended and
Restated Declaratio n) to the Series 1 Trust Preferred Securities in co nnectio n with the sale o f such securities in a transactio n exempt
fro m reg istratio n under the Securities Act;

(ii) reduce o r o therwise adversely affect the po wers o f the institutio nal trustee fo r Series 1 in co ntraventio n o f the Trust Indenture
Act; o r

(iii) cause the Trust o r Series 1 to be deemed an investment co mpany that is required to be reg istered under the 194 0 Act.

Merg ers, Co nso lidatio ns o r Amalg amatio ns

The Trust may no t co nso lidate, amalg amate, merg e with o r into , o r be replaced by, o r co nvey, transfer o r lease its pro perties and
assets substantially as an entirety to , any co rpo ratio n o r o ther bo dy except as described belo w. The Trust may, with the unanimo us
co nsent o f the administrative trustees fo r each series o f the Trust and witho ut the co nsent o f the ho lders o f the trust securities o f any
series o f the Trust, the Delaware trustee o r the

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Table of Cont ent s

institutio nal trustee fo r any series, co nso lidate, amalg amate, merg e with o r into , o r be replaced by a trust o rg anized as such under the
laws o f any State, pro vided that:

(i) such successo r entity either:

(a) expressly assumes all o f the o blig atio ns o f the Trust with respect to each series o f trust securities o r

(b) substitutes fo r the Trust Preferred Securities o f each series o ther successo r securities having substantially the same
terms as that series o f Trust Preferred Securities, so lo ng as the successo r securities rank the same as that series o f Trust
Preferred Securities rank reg arding distributio ns and payments upo n liquidatio n, redemptio n and o therwise;

(ii) Ally expressly ackno wledg es with respect to each series o f the Trust a trustee fo r each such series o f the successo r entity that
po ssesses the same po wers and duties as the institutio nal trustee fo r such series;

(iii) the Trust Preferred Securities o f each series o r any successo r securities o f such series are listed, o r any successo r securities
o f such series will be listed upo n no tificatio n o f issuance, o n any natio nal securities exchang e o r with ano ther o rg anizatio n o n which the
Trust Preferred Securities o f such series are then listed o r quo ted;

(iv) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t cause the Trust Preferred Securities o f any series,
including any successo r securities o f such series, to be do wng raded by any natio nally reco g nized statistical rating o rg anizatio n;

(v) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t adversely affect the rig hts, preferences and privileg es o f
the ho lders o f the trust securities o f any series, including any successo r securities with respect to such series, in any material respect,
o ther than in co nnectio n with any dilutio n o f the ho lders interest in the new entity;

(vi) such successo r entity has a purpo se substantially identical to that o f the Trust with respect to each series o f the Trust;

(vii) prio r to such merg er, co nso lidatio n, amalg amatio n o r replacement, each series o f the Trust has received an o pinio n o f a
natio nally reco g nized independent co unsel to the Trust acting fo r each such series experienced in such matters, to the effect that:

(a) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t adversely affect the rig hts, preferences and
privileg es o f the ho lders o f the trust securities o f any series, including any successo r securities o f such series, in any material
respect, o ther than in co nnectio n with any dilutio n o f the ho lders interest in the new entity;

(b) fo llo wing such merg er, co nso lidatio n, amalg amatio n o r replacement, neither the Trust no r such successo r entity no r any
series o f the Trust will be required to reg ister as an investment co mpany under the 194 0 Act; and

(c) (x) fo llo wing such merg er, co nso lidatio n, amalg amatio n o r replacement, the Trust o r any series (o r any successo r
thereto ), as applicable, will be classified, fo r U.S. federal inco me tax purpo ses, as either a g ranto r trust o r a partnership, and no t as
an entity taxable as a co rpo ratio n, and (y) such merg er, co nso lidatio n, amalg amatio n o r replacement will no t materially reduce the
likeliho o d o f the Trust o r any series (o r any successo r thereto ), as applicable, being classified as a g ranto r trust fo r U.S. federal
inco me tax purpo ses; and

(viii) Ally g uarantees the o blig atio ns o f such successo r entity with respect to each series o f the Trust under the successo r
securities with respect to each such series at least to the extent pro vided by the relevant Amended and Restated Guarantee Ag reement.

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Table of Cont ent s

Fo rm o f Certificates

The Series 1 Trust Preferred Securities, o n o rig inal issuance, were issued, and pursuant to the Amended and Restated Declaratio n,
will co ntinue to be in the fo rm o f definitive, fully reg istered Trust Preferred Security Certificates (the Definitive Trust Preferred
Security Certificates). The Series 1 Trust Preferred Securities may, upo n the instructio n o f Ally, be issued in the fo rm o f o ne o r mo re
fully reg istered g lo bal Series 1 Trust Preferred Security Certificates, witho ut distributio n co upo ns (each, a Glo bal Certificate). If so
issued, each Glo bal Certificate will be depo sited with, o r o n behalf o f, The Depo sito ry Trust Co mpany (DTC), a securities
depo sitary, and will be reg istered in the name o f DTC o r a no minee o f DTC. DTC will thus be the o nly reg istered ho lder o f these Series
1 Trust Preferred Securities and will be co nsidered the so le o wner o f the Series 1 Trust Preferred Securities fo r purpo ses o f the
Amended and Restated Declaratio n. The Trust acting with respect to Series 1 and the trustees shall have no o blig atio n to the beneficial
o wners o f the Series 1 Trust Preferred Securities.

If the Series 1 Trust Preferred Securities are held as Glo bal Certificates, purchasers o f Series 1 Trust Preferred Securities may
ho ld interests in the g lo bal Series 1 Trust Preferred Securities o nly thro ug h DTC, if they are a participant in the DTC system. Purchasers
may also ho ld interests thro ug h a securities intermediarybanks, bro kerag e ho uses and o ther institutio ns that maintain securities
acco unts fo r custo mersthat has an acco unt with DTC o r its no minee (participants). DTC will maintain acco unts sho wing the Series
1 Trust Preferred Securities ho lding s o f its participants, and these participants will in turn maintain acco unts sho wing the Series 1 Trust
Preferred Securities ho lding s o f their custo mers. So me o f these custo mers may themselves be securities intermediaries ho lding
Series 1 Trust Preferred Securities fo r their custo mers. Thus, each beneficial o wner o f a bo o k-entry Series 1 Trust Preferred Security
will ho ld such Series 1 Trust Preferred Security indirectly thro ug h a hierarchy o f intermediaries, with DTC at the to p and the beneficial
o wners o wn securities intermediary at the bo tto m.

If the Series 1 Trust Preferred Securities are held as Glo bal Certificates, the Series 1 Trust Preferred Securities o f each beneficial
o wner will be evidenced so lely by entries o n the bo o ks o f the beneficial o wners securities intermediary. The actual purchaser o f the
Series 1 Trust Preferred Securities will g enerally no t be entitled to have the Series 1 Trust Preferred Securities represented by the
Glo bal Certificates reg istered in its name and will no t be co nsidered the o wner under the Amended and Restated Declaratio n.

If Ally determines that the Series 1 Trust Preferred Securities no lo ng er require the private placement leg end, it will deliver to the
institutio nal trustee fo r Series 1 an o pinio n o f co unsel to the effect that the Series 1 Trust Preferred Securities are elig ible to be
transferred witho ut restrictio n, and certificates no t bearing the private placement leg end will be issued. While the Series 1 Trust
Preferred Securities do bear the leg end, they will be subject to certain restrictio ns o n transfer.

Befo re reg istering fo r transfer o r exchang e o f any Series 1 Trust Preferred Securities, the institutio nal trustee fo r Series 1, which
has been appo inted the securities reg istrar fo r purpo ses o f reg istering o r transferring such securities, may require an o pinio n o f co unsel
o r o ther satisfacto ry evidence that either (1) no po rtio n o f the purchase co nsideratio n co nstitutes assets o f any emplo yee benefit
plan subject to Sectio n 4 06 o f the U.S. Emplo yee Retirement Inco me Security Act o f 1974 , as amended (ERISA), any plan,
acco unt o r o ther arrang ement subject to Sectio n 4 975 o f the Co de, o r any similar pro visio ns, o r any entity who se underlying assets are
co nsidered to include plan assets o f any such emplo yee benefit plan o r o ther plan, acco unt o r arrang ement o r (2) the purchase and
ho lding o f the Series 1 Trust Preferred Securities will no t co nstitute a no nexempt pro hibited transactio n under Sectio n 4 06 o f ERISA o r
Sectio n 4 975 o f the Co de o r a vio latio n under any applicable similar law.

In this pro spectus, fo r bo o k-entry Series 1 Trust Preferred Securities, references to actio ns taken by securityho lders will mean
actio ns taken by DTC upo n instructio ns fro m its participants, and references to payments and no tices o f redemptio n to securityho lders
will mean payments and no tices o f redemptio n to DTC as the reg istered ho lder o f the Series 1 Trust Preferred Securities fo r
distributio n to participants in acco rdance with DTCs pro cedures.

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Table of Cont ent s

If the Series 1 Trust Preferred Securities are held as Glo bal Certificates, a beneficial o wner o f bo o k-entry securities represented
by a Glo bal Certificate may exchang e the Series 1 Trust Preferred Securities fo r Definitive Trust Preferred Security Certificates o nly if:

(1) DTC elects to disco ntinue its services as depo sitary with respect to the Series 1 Trust Preferred Securities and the
administrative trustees fo r Series 1 do no t appo int a replacement fo r DTC within 90 days; o r

(2) the administrative trustees fo r Series 1 elect after co nsultatio n with Ally and subject to the pro cedures o f DTC to terminate the
bo o k entry system thro ug h the DTC with respect to the Series 1 Trust Preferred Securities.

Upo n surrender o f Glo bal Certificates fo r exchang e, the administrative trustees fo r Series 1 and the securities reg istrar shall cause
Definitive Trust Preferred Security Certificates to be delivered to the beneficial o wners o f Series 1 Trust Preferred Securities in
acco rdance with the instructio ns o f DTC.

DTC is a limited purpo se trust co mpany o rg anized under the laws o f the State o f New Yo rk, a banking o rg anizatio n within the
meaning o f the New Yo rk banking law, a member o f the Federal Reserve System, a clearing co rpo ratio n within the meaning o f the
New Yo rk Unifo rm Co mmercial Co de and a clearing ag ency reg istered under Sectio n 17A o f the Exchang e Act. The rules applicable
to DTC and its participants are o n file with the SEC.

Ally and the administrative trustees fo r Series 1 will no t have any respo nsibility o r liability fo r any aspect o f the reco rds relating to ,
o r payments made o n acco unt o f, beneficial o wnership interest in the bo o k-entry securities o r fo r maintaining , supervising o r reviewing
any reco rds relating to the beneficial o wnership interests.

If Glo bal Certificates are issued in the future, DTC may disco ntinue pro viding its services as securities depo sitary with respect to
the Series 1 Trust Preferred Securities. Under such circumstances, in the event that a successo r securities depo sitary is no t o btained,
Definitive Trust Preferred Security Certificates are required to be printed and delivered. Additio nally, the administrative trustees fo r
Series 1, with the co nsent o f Ally, may decide to disco ntinue use o f the system o f bo o k-entry transfers thro ug h DTC o r any successo r
depo sitary with respect to the Series 1 Trust Preferred Securities. In that event, certificates fo r the Series 1 Trust Preferred Securities
will be printed and delivered.

The info rmatio n in this sectio n co ncerning DTC and DTCs bo o k-entry system has been o btained fro m so urces that Ally and the
Trust acting with respect to Series 1 believe to be reliable, but neither Ally no r the Trust acting with respect to Series 1 takes
respo nsibility fo r the accuracy thereo f.

Info rmatio n Co ncerning the Institutio nal T rustee

Prio r to the o ccurrence o f a default with respect to Series 1, the institutio nal trustee fo r Series 1 undertakes to perfo rm o nly such
duties with respect to Series 1 as are specifically set fo rth in the Amended and Restated Declaratio n. After a default with respect to
Series 1, the institutio nal trustee fo r Series 1 will exercise the rig hts and po wers vested in it by the Amended and Restated Declaratio n
using the same deg ree o f care and skill as a prudent individual wo uld exercise in the co nduct o f his o r her o wn affairs. The institutio nal
trustee fo r Series 1 is under no o blig atio n to exercise any o f the rig hts o r po wers vested in it by the Amended and Restated Declaratio n
at the request o f any ho lder o f Series 1 Trust Preferred Securities unless o ffered security and indemnity reaso nably satisfacto ry to it by
such ho lder ag ainst the co sts, expenses and liabilities that mig ht be incurred thereby. Despite the fo reg o ing , the institutio nal trustee fo r
Series 1, upo n the o ccurrence o f a declaratio n default with respect to Series 1, shall no t be relieved o f its o blig atio n to exercise the
rig hts and po wers vested in it by the Amended and Restated Declaratio n. The institutio nal trustee fo r Series 1 will no t be liable fo r any
special, indirect o r co nsequential lo ss o r damag e o f any kind (including lo st pro fits), no r will it be respo nsible o r liable fo r any failure o r
delay in the perfo rmance o f its o blig atio ns arising o ut o f fo rces beyo nd its reaso nable co ntro l.

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Table of Cont ent s

Paying Ag ent/Security Reg istrar

While the Series 1 Trust Preferred Securities are in definitive fo rm, the fo llo wing pro visio ns apply:

the institutio nal trustee fo r Series 1 may autho rize o ne o r mo re paying ag ents fo r Series 1 and desig nate o r remo ve an
additio nal o r substitute paying ag ent at any time;

the security reg istrar fo r Series 1 will affect the reg istratio n o f transfers o f Series 1 Trust Preferred Securities witho ut
charg e but o nly upo n payment, with the g iving o f such indemnity as the security reg istrar may require, in respect o f
any tax o r o ther g o vernment charg es that may be impo sed in relatio n to the reg istratio n o f transfers; and

neither the administrative trustees fo r Series 1 no r the Trust acting with respect to Series 1 will be required to reg ister
o r cause to be reg istered the transfer o f Series 1 Trust Preferred Securities after such Series 1 Trust Preferred
Securities have been called fo r redemptio n.

Go verning Law

The Amended and Restated Declaratio n fo r all purpo ses will be g o verned by and co nstrued in acco rdance with the laws o f the
State o f Delaware.

Miscellaneo us

The administrative trustees fo r Series 1 are autho rized in carrying o ut the activities o f the Trust pro vided fo r in the Amended and
Restated Declaratio n to take any actio n, no t inco nsistent with the Amended and Restated Declaratio n o r applicable law, that they
determine to be necessary o r desirable in carrying o ut such activities with respect to Series 1 including , but no t limited to (i) causing the
Trust and Series 1 no t to be deemed to be an investment co mpany required to be reg istered under the 194 0 Act, (ii) taking any
actio n to the extent necessary o r prudent to (x) ensure that the Trust o r Series 1 (as applicable) will be classified, fo r U.S. federal
inco me tax purpo ses, as either a g ranto r trust o r a partnership, and no t as an entity taxable as a co rpo ratio n, o r (y) increase the
likeliho o d o f the Trust o r Series 1 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses, and
(iii) co o perating with Ally to ensure that the Series 1 Debentures will be treated as indebtedness o f Ally fo r U.S. federal inco me tax
purpo ses. Ho wever, the administrative trustees fo r Series 1 may no t take such actio n if do ing so wo uld adversely affect the interests
o f the ho lders o f the Series 1 Trust Preferred Securities.

Ho lders o f the Series 1 Trust Preferred Securities have no preemptive rig hts.

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Table of Cont ent s

DESCRIPT ION OF T HE SERIES 2 T RUST PREFERRED SECURIT IES

The trust preferred securities and co mmo n securities o f Series 2 will be desig nated the Fixed Rate/Flo ating Rate Trust Preferred
Securities, Series 2 (the Series 2 Trust Preferred Securities) and the Fixed Rate/Flo ating Rate Co mmo n Securities, Series 2 (the
Series 2 Co mmo n Securities), respectively, pursuant to the Amended and Restated Declaratio n. The institutio nal trustee fo r Series 2
under the Amended and Restated Declaratio n, The Bank o f New Yo rk Mello n, will act as indenture trustee fo r Series 2 under the
Amended and Restated Declaratio n, fo r purpo ses o f co mpliance with the pro visio ns o f the Trust Indenture Act. The terms o f the
Series 2 Trust Preferred Securities include tho se stated in the Amended and Restated Declaratio n and tho se made part o f the Amended
and Restated Declaratio n by the Trust Indenture Act. The fo llo wing summary o f the material terms and pro visio ns o f the Series 2 Trust
Preferred Securities is no t intended to be co mplete and is qualified by the Amended and Restated Declaratio n, the Statuto ry Trust Act
o f the State o f Delaware and the Trust Indenture Act. Certain pro visio ns o f the Amended and Restated Declaratio n applicable to all
series 2 securities, are described in this pro spectus o nly with respect to the Series 2 Trust Preferred Securities. The fo rm o f the
Amended and Restated Declaratio n is filed as an exhibit to the reg istratio n statement o f which this pro spectus is a part.

General

The Amended and Restated Declaratio n autho rizes the administrative trustees fo r Series 2 to act, o n behalf o f Series 2, with
respect to the Series 2 Co mmo n Securities and the Series 2 Trust Preferred Securities (co llectively, the series 2 securities, and
to g ether with the series 1 securities, the trust securities). The series 2 securities represent undivided beneficial interests in Allys
Fixed Rate/Flo ating Rate Junio r Subo rdinated Deferrable Interest Debentures due 204 0 (the Series 2 Debentures), which will be the
o nly assets desig nated to Series 2. All o f the Series 2 Co mmo n Securities are o wned by Ally. The Series 2 Co mmo n Securities rank
equally, and payments will be made o n the Series 2 Co mmo n Securities o n a ratable basis, with the Series 2 Trust Preferred Securities.
If a default under the Amended and Restated Declaratio n applicable to Series 2 o ccurs and co ntinues, ho wever, the rig hts o f the ho lders
o f the Series 2 Co mmo n Securities to receive payment o f perio dic distributio ns and payments upo n liquidatio n, redemptio n and
o therwise will be subo rdinated to the rig hts o f the ho lders o f the Series 2 Trust Preferred Securities.

Pursuant to the Amended and Restated Declaratio n, the institutio nal trustee fo r Series 2 ho lds title to the Series 2 Debentures fo r
the benefit o f the ho lders o f the series 2 securities. The payment o f distributio ns o ut o f mo ney held by Series 2 with respect to the
Series 2 Trust Preferred Securities, and payments upo n redemptio n o f the Series 2 Trust Preferred Securities o r liquidatio n o f Series 2
o ut o f mo ney held by Series 2 with respect to the Series 2 Trust Preferred Securities, are g uaranteed by Ally to the extent described
under Descriptio n o f the Guarantees. The Series 2 Guarantee is held by The Bank o f New Yo rk Mello n, the g uarantee trustee fo r the
Series 2 Guarantee, fo r the benefit o f the ho lders o f the Series 2 Trust Preferred Securities. The Series 2 Guarantee do es no t co ver
payment o f distributio ns when Series 2 do es no t have sufficient funds available to pay such distributio ns. In such event, the remedy o f a
ho lder o f Series 2 Trust Preferred Securities is to :

vo te to direct the institutio nal trustee fo r Series 2 to exercise any trust o r po wer under the Amended and Restated
Declaratio n, including the enfo rcement o f the institutio nal trustees rig hts under the Series 2 Debentures; o r

if the failure o f Series 2 to pay distributio ns is attributable to the failure o f Ally to pay interest o r principal o n the Series 2
Debentures, sue Ally, o n o r after the respective due dates specified in the Series 2 Debentures, fo r enfo rcement o f payment
to such ho lder o f the principal o r interest o n the Series 2 Debentures having a principal amo unt equal to the ag g reg ate
liquidatio n amo unt o f the Series 2 Trust Preferred Securities o f such ho lder.

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Table of Cont ent s

Distributio ns

Distributio ns o n the Series 2 Trust Preferred Securities are payable o n the stated liquidatio n amo unt o f $25 per Series 2 Trust
Preferred Security as fo llo ws:

fro m the date o f Desig natio n, to but excluding February 15, 2016, at a fixed rate to be ag reed amo ng Ally, Series 1 and
Treasury at the time o f Desig natio n payable quarterly in arrears o n February 15, May 15, Aug ust 15 and No vember 15 o f
each year, beg inning Aug ust 15, 2011; and

fro m and including February 15, 2016 to but excluding February 15, 204 0, at an annual rate equal to three-mo nth LIBOR plus a
spread to be ag reed amo ng Ally, Series 1 and Treasury at the time o f Desig natio n payable quarterly in arrears o n
February 15, May 15, Aug ust 15 and No vember 15 o f each year, beg inning May 15, 2016.

Distributio ns no t paid when due, o r when they wo uld be due if no t fo r any extensio n perio d o r default by Ally o n the Series 2
Debentures, will bear interest, co mpo unded quarterly at the applicable co upo n rate and witho ut reg ard fo r any extensio n perio d. When
this pro spectus refers to any payment o f distributio ns, distributio ns include any such interest payable unless o therwise stated. The
amo unt o f distributio ns accruing fro m the date o f Desig natio n to but excluding February 15, 2016 will be co mputed o n the basis o f a
360-day year co nsisting o f twelve 30-day mo nths. The amo unt o f distributio ns accruing fro m and including February 15, 2016 to but
excluding February 15, 204 0 will be co mputed o n the basis o f a 360-day year and the actual number o f days elapsed.

Distributio ns o n the Series 2 Trust Preferred Securities are cumulative and will be made by the institutio nal trustee fo r Series 2,
except as o therwise described belo w, when, as and if available fo r payment.

The distributio n rate and the distributio n payment dates and o ther payment dates fo r the Series 2 Trust Preferred Securities
co rrespo nd to the interest rate and interest payment dates and o ther payment dates o n the Series 2 Debentures.

Deferral of Distributions. Ally has the rig ht under the Amended and Restated Indenture to defer interest payments o n the Series 2
Debentures fo r an extensio n perio d no t exceeding 20 co nsecutive quarters, subject to certain co nditio ns, during which no interest shall
be due and payable. A deferral o f interest payments canno t extend, ho wever, beyo nd the maturity o f the Series 2 Debentures. An
extensio n perio d beg ins in the quarter in which no tice o f the extensio n perio d is g iven. As a co nsequence o f Allys extensio n o f the
interest payment perio d, distributio ns o n the Series 2 Trust Preferred Securities wo uld be deferred during any such extended interest
payment perio d. During an extensio n perio d, the amo unt o f distributio ns due to ho lders o f Series 2 Trust Preferred Securities will
co ntinue to accumulate and such deferred distributio ns will themselves accrue interest to the extent and in the amo unt that interest
accrues and co mpo unds o n the underlying Series 2 Debentures.

In the event that Ally exercises its rig ht to extend an interest payment perio d, then:

(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

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Table of Cont ent s

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;

(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;

(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium o n, o r repay, repurchase o r redeem, any debt securities o r g uarantees issued by Ally that rank
equally with o r junio r to the Series 2 Debentures (Series 2 Junio r Subo rdinated Indebtedness, and to g ether with Series 1 Junio r
Subo rdinated Indebtedness, the Junio r Subo rdinated Indebtedness) o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f Junio r Subo rdinated Indebtedness in co nnectio n with the administratio n
o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Junio r Subo rdinated Indebtedness fo r any o ther class
o r series o f Junio r Subo rdinated Indebtedness;

(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(e) any payment o f interest o n Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 2 Debentures
such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but unpaid interest
per like-amo unt o f Series 2 Debentures and all Junio r Subo rdinated Indebtedness bear to each o ther.

These restrictio ns, ho wever, will no t apply (1) to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as
that o n which the dividend is being paid o r (2) dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-
o wned subsidiary o f Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally. Series 2 shall have the rig ht to make partial distributio ns
during an extensio n perio d if a co rrespo nding payment o f interest is made o n the Series 2 Debentures. Prio r to the terminatio n o f any
extensio n perio d, Ally may further extend such extensio n perio d, so lo ng as such extensio n perio d, to g ether with all such o ther
extensio n perio ds, do es no t exceed 20 co nsecutive quarters. An extensio n perio d canno t extend, ho wever, beyo nd the maturity o f the
Series 2 Debentures.

Upo n the terminatio n o f any extensio n perio d with respect to Series 2 and the payment o f all amo unts then due, Ally may
co mmence a new extensio n perio d with respect to the Series 2 Debentures, which must co mply with the abo ve requirements.
Co nsequently, there co uld be several extensio n perio ds o f varying leng ths thro ug ho ut the term o f the Series 2 Debentures. The
administrative trustees fo r Series 2 shall g ive the ho lders o f

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Table of Cont ent s

the Series 2 Trust Preferred Securities no tice o f any extensio n perio d upo n their receipt o f no tice thereo f fro m Ally. If distributio ns are
deferred, the deferred distributio ns and accrued interest o n such distributio ns will be paid to ho lders o f reco rd o f the Series 2 Trust
Preferred Securities as they appear o n the securities reg ister o f Series 2 o n the reco rd date immediately preceding the terminatio n o f
the related extensio n perio d. See Descriptio n o f the Series 2 DebenturesInterest and Optio n to Extend Interest Payment
Perio d.

Payment of Distributions. Distributio ns o n the Series 2 Trust Preferred Securities are payable to the extent that Series 2 has funds
available fo r the payment o f such distributio ns. The funds o f Series 2 available fo r distributio n to the ho lders o f the Series 2 Trust
Preferred Securities are limited to payments received fro m Ally o n the Series 2 Debentures. The payment o f distributio ns o ut o f
mo nies held by Series 2 with respect to the Series 2 Trust Preferred Securities is g uaranteed by Ally o nly to the extent set fo rth under
Descriptio n o f the Guarantees. See also Descriptio n o f the Series 2 Debentures.

Distributio ns o n the Series 2 Trust Preferred Securities are payable to the ho lders named o n the securities reg ister o f Series 2 at
the clo se o f business o n the relevant reco rd dates. While the Series 2 Trust Preferred Securities are in definitive, fully-reg istered fo rm,
subject to the rules o f any securities exchang e o n which the Series 2 Trust Preferred Securities are listed, the relevant reco rd dates shall
be 15 days prio r to the relevant distributio n dates o r such o ther reco rd date fixed by the administrative trustee fo r Series 2 that is no t
mo re than 60 no r less than 10 days prio r to such relevant distributio n dates. If the Series 2 Trust Preferred Securities are in bo o k-entry
o nly fo rm, the reco rd date will be o ne business day befo re the relevant distributio n dates. Distributio ns will be paid thro ug h the
institutio nal trustee fo r Series 2 who will ho ld amo unts received in respect o f the Series 2 Debentures in the pro perty acco unt fo r the
benefit o f the ho lders o f the series 2 securities. Unless any applicable laws and reg ulatio ns and the pro visio ns o f the Amended and
Restated Declaratio n state o therwise, each such payment will be made as described under Fo rm o f Certificates belo w.

In the event that any date o n which distributio ns are to be made o n the Series 2 Trust Preferred Securities o n o r prio r to
February 15, 2016 is no t a business day, then payment o f the distributio ns payable o n such date will be made o n the next succeeding
day that is a business day, and witho ut any interest o r o ther payment in respect o f any such delay. If any date o n which distributio ns are
to be made o n the Series 2 Trust Preferred Securities after February 15, 2016 is no t a business day, then payment o f the distributio n
payable o n such date will be made o n the next succeeding day that is a business day and interest will accrue to but excluding the date
interest is paid. Ho wever, if such business day is in the next succeeding calendar mo nth, such payment shall be made o n, and interest
will accrue to but excluding , the immediately preceding business day. A business day means any day o ther than a Saturday, Sunday o r
any o ther day o n which banking institutio ns in the State o f New Yo rk g enerally are autho rized o r required by law o r o ther g o vernmental
actio n to clo se.

Exchang es

If at any time Ally o r any o f its affiliates is the ho lder o r beneficial o wner o f any Series 2 Trust Preferred Securities, Ally o r such
affiliate, as applicable, has the rig ht to deliver to the institutio nal trustee fo r Series 2 all o r such po rtio n o f its Series 2 Trust Preferred
Securities as it elects and, subject to the terms o f the Amended and Restated Indenture, receive, in exchang e therefo r, Series 2
Debentures having an ag g reg ate principal amo unt equal to the ag g reg ate Liquidatio n Amo unt o f the Series 2 Trust Preferred Securities
exchang ed therefo r. After such exchang e, such Series 2 Trust Preferred Securities shall be cancelled and shall no lo ng er be deemed to
be o utstanding and all rig hts o f Ally o r such affiliate, as applicable, as ho lder with respect to such Series 2 Trust Preferred Securities
shall cease. In the event o f any such exchang e, Ally shall also have a similar o ptio n with respect to a pro po rtio nate amo unt o f the Series
2 Co mmo n Securities that it ho lds.

Redemptio n o f Series 2 T rust Preferred Securities

The Series 2 Trust Preferred Securities have no stated maturity date but will be redeemed upo n the maturity o f the Series 2
Debentures. In additio n, the Series 2 Trust Preferred Securities may be redeemed prio r to maturity o f the Series 2 Debentures o n the
dates and to the extent the Series 2 Debentures are redeemed. See Descriptio n

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o f the Series 2 DebenturesOptio nal Redemptio n. The Series 2 Debentures will mature o n February 15, 204 0 (see Descriptio n o f
the Series 2 DebenturesGeneral) and, subject to o btaining any required reg ulato ry appro val, may be redeemed, in who le o r in part,
at any time o n o r after February 15, 2016, o r at any time, in who le o r in part, in certain circumstances upo n the o ccurrence o f a Tax
Event o r an Investment Co mpany Event with respect to Series 2. See Special Event Redemptio n belo w.

If then required, Ally will o btain the co ncurrence o r appro val o f the FRB befo re exercising its redemptio n rig hts described in the
preceding parag raph.

Upo n the maturity o f the Series 2 Debentures, the pro ceeds o f their repayment will simultaneo usly be applied to redeem all
o utstanding Series 2 Trust Preferred Securities at the redemptio n price. Upo n the redemptio n o f the Series 2 Debentures, whether in
who le o r in part, either at the o ptio n o f Ally o r pursuant to a Special Event, Series 2 will use the cash it receives upo n the redemptio n to
redeem Series 2 Trust Preferred Securities and Series 2 Co mmo n Securities having an ag g reg ate liquidatio n amo unt equal to the
ag g reg ate principal amo unt o f the Series 2 Debentures so redeemed at the redemptio n price. Befo re such redemptio n, ho lders o f
Series 2 Trust Preferred Securities will be g iven no t less than 30 no r mo re than 60 days no tice. Prio r to any redemptio n with respect to
Series 2, Ally will o btain any required reg ulato ry appro val. In the event that fewer than all o f the o utstanding Series 2 Trust Preferred
Securities are to be redeemed, the Series 2 Trust Preferred Securities will be redeemed o n a ratable basis as described under Fo rm
o f Certificates belo w. See Special Event Redemptio n and Descriptio n o f the Series 2 DebenturesOptio nal Redemptio n.

Special Event Redemptio n

Tax Event means that the administrative trustees fo r Series 2 will have received an o pinio n o f a natio nally reco g nized
independent tax co unsel experienced in such matters that states that, as a result o f any:

amendment to , o r chang e (including any anno unced pro spective chang e) in, the laws o r asso ciated reg ulatio ns o f the United
States o r any po litical subdivisio n o r taxing autho rity o f the United States o n o r after December 30, 2009; o r

amendment to , o r chang e in, an interpretatio n o r applicatio n o f such laws o r reg ulatio ns by any leg islative bo dy, co urt,
g o vernmental ag ency o r reg ulato ry autho rity, including the enactment o f any leg islatio n and the publicatio n o f any judicial
decisio n, reg ulato ry determinatio n, o r administrative pro no uncement o n o r after December 30, 2009,

there is mo re than an insubstantial risk that:

Series 2 wo uld be subject to U.S. federal inco me tax relating to interest accrued o r received o n the Series 2 Debentures;

interest payable to Series 2 o n the Series 2 Debentures wo uld no t be deductible, in who le o r in part, by Ally fo r U.S. federal
inco me tax purpo ses; o r

Series 2 wo uld be subject to mo re than a minimal amo unt o f o ther taxes, duties o r o ther g o vernmental charg es.

Investment Co mpany Event means that the administrative trustees fo r Series 2 will have received an o pinio n o f a natio nally
reco g nized independent co unsel experienced in such matters to the effect that, as a result o f the o ccurrence o f a chang e in law o r
reg ulatio n o r a written chang e in interpretatio n o r applicatio n o f law o r reg ulatio n by any leg islative bo dy, co urt, g o vernmental ag ency
o r reg ulato ry autho rity, there is mo re than an insubstantial risk that the Trust o r Series 2 is o r will be co nsidered an investment
co mpany that is required to be reg istered under the Investment Co mpany Act o f 194 0 (the 194 0 Act), which chang e beco mes
effective o n o r after December 30, 2009.

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Table of Cont ent s

This pro spectus refers to a Tax Event o r an Investment Co mpany Event as a Special Event. Pro vided that Ally o btains any
required reg ulato ry appro val, if a Special Event o ccurs and co ntinues, Ally may, upo n no t less than 30 no r mo re than 60 days no tice,
redeem the Series 2 Debentures, in who le o r in part, fo r cash within 90 days fo llo wing the o ccurrence o f such Special Event. Fo llo wing
such redemptio n, series 2 securities with an ag g reg ate liquidatio n amo unt equal to the ag g reg ate principal amo unt o f the Series 2
Debentures so redeemed shall be redeemed by Series 2 at the redemptio n price o n a ratable basis. If, ho wever, at the time there is
available to Ally o r the Trust acting with respect to Series 2 the o ppo rtunity to eliminate, within such 90-day perio d, the Special Event
by taking so me ministerial actio n, such as filing a fo rm o r making an electio n o r pursuing so me o ther similar reaso nable measure that
will have no adverse effect o n Series 2, Ally o r the ho lders o f the Series 2 Trust Preferred Securities o r the Series 2 Debentures, then
Ally o r the Trust acting with respect to Series 2 will pursue such measure instead o f redemptio n.

Distributio n o f the Series 2 Debentures

Ally will have the rig ht to disso lve Series 2, subject to the receipt o f any required reg ulato ry appro vals. Pursuant to the Amended
and Restated Indenture, Ally has ag reed no t to do so o ther than in co nnectio n with a Special Event o r in co nnectio n with certain
merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n. In the event o f any disso lutio n o f the
Trust o r Series 2 and after satisfactio n o f the claims and o blig atio ns o f Series 2 as pro vided by applicable law, the Trust acting with
respect to Series 2 may cause the Series 2 Debentures to be distributed to the ho lders o f the Series 2 Trust Preferred Securities in an
ag g reg ate stated principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f such securities then o utstanding . Prio r to any
such distributio n, Ally must o btain any required reg ulato ry appro vals.

If the Series 2 Trust Preferred Securities are listed o n the New Yo rk Sto ck Exchang e (NYSE) o r o n any o ther natio nal securities
exchang e and if the Series 2 Debentures are distributed to the ho lders o f the Series 2 Trust Preferred Securities upo n disso lutio n o f
Series 2, then Ally will use its best effo rts to cause the Series 2 Debentures to be listed o n the NYSE o r o n such o ther exchang e as the
Series 2 Trust Preferred Securities are then listed.

After the date fo r any distributio n o f Series 2 Debentures upo n disso lutio n o f Series 2:

the Series 2 Trust Preferred Securities will no lo ng er be deemed to be o utstanding ;

if any g lo bal securities have been issued, the securities depo sitary o r its no minee, as the reco rd ho lder o f the Series 2 Trust
Preferred Securities, will receive a reg istered g lo bal certificate o r certificates representing the Series 2 Debentures to be
delivered upo n such distributio n; and

any certificates representing Series 2 Trust Preferred Securities no t held by the depo sitary o r its no minee will be deemed to
represent Debentures having an ag g reg ate principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f, with an
interest rate identical to the co upo n rate o f, and with accrued and unpaid interest equal to accrued and unpaid distributio ns o n,
such Series 2 Trust Preferred Securities until such certificates are presented to Ally o r its ag ent fo r transfer o r reissuance.

Redemptio n Pro cedures

Series 2 may no t redeem fewer than all o f the o utstanding Series 2 Trust Preferred Securities unless all accrued and unpaid
distributio ns have been paid o n all Series 2 Trust Preferred Securities fo r all distributio n perio ds terminating o n o r prio r to the date o f
redemptio n.

If (i) the Trust acting with respect to Series 2 g ives an irrevo cable no tice o f redemptio n o f the Series 2 Trust Preferred
Securities, and (ii) if Ally has paid to the institutio nal trustee fo r Series 2 a sufficient amo unt o f cash in co nnectio n with the related
redemptio n o r maturity o f the Series 2 Debentures, then (x) if the Series 2 Trust Preferred Securities are in bo o k-entry fo rm, by 12:00
no o n, New Yo rk City time, o n the redemptio n date, the

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Table of Cont ent s

institutio nal trustee fo r Series 2 will irrevo cably depo sit with the depo sitary o r its no minee funds sufficient to pay the applicable
redemptio n price and will also g ive the depo sitary irrevo cable instructio ns and autho rity to pay the redemptio n price to the ho lders o f
the Series 2 Trust Preferred Securities o r (y) if the Series 2 Trust Preferred Securities are in definitive fo rm, the institutio nal trustee fo r
Series 2 will pay the applicable redemptio n price to the applicable ho lder o f Series 2 Trust Preferred Securities by check mailed to such
ho lder.

Once no tice o f redemptio n is g iven and redemptio n funds are depo sited, distributio ns will cease to accrue and all rig hts o f ho lders
o f the Series 2 Trust Preferred Securities called fo r redemptio n will cease, except the rig ht o f the ho lders to receive the redemptio n
price, but witho ut interest o n such redemptio n price. If any redemptio n date is no t a business day, then payment o f the redemptio n price
payable o n such date will be made o n the next succeeding day that is a business day, witho ut any interest o r o ther payment in respect o f
any such delay, except that if such business day falls in the next calendar year, such payment will be made o n the immediately
preceding business day, in each case with the same fo rce and effect as if made o n such date.

If payment o f the redemptio n price fo r any Series 2 Trust Preferred Securities is impro perly withheld o r refused and no t paid
either by Series 2 o r by Ally pursuant to the Series 2 Guarantee, distributio ns o n such Series 2 Trust Preferred Securities will co ntinue to
accrue at the then applicable rate fro m the o rig inal redemptio n date to the date o f payment. In this case, the actual payment date will be
the redemptio n date fo r purpo ses o f calculating the redemptio n price. See Fo rm o f Certificates.

In the event that fewer than all o f the o utstanding Series 2 Trust Preferred Securities are to be redeemed, the Series 2 Trust
Preferred Securities held by the depo sitary o r its no minee will be redeemed in acco rdance with the depo sitarys o r no minees standard
pro cedures. See Fo rm o f Certificates.

Ally o r its affiliates may, at any time, and fro m time to time, purchase o utstanding Series 2 Trust Preferred Securities by tender, in
the o pen market o r by private ag reement.

Liquidatio n Distributio n upo n Disso lutio n

This pro spectus refers to any vo luntary o r invo luntary liquidatio n, disso lutio n, winding -up o r terminatio n o f the Trust o r any series
o f the Trust as a liquidatio n. If a liquidatio n o ccurs with respect to the Trust o r Series 2, the ho lders o f the Series 2 Trust Preferred
Securities will be entitled to receive o ut o f the assets o f Series 2, after satisfactio n o f claims and o blig atio ns o f Series 2, pursuant to
applicable law, distributio ns in an amo unt equal to the ag g reg ate o f the stated liquidatio n amo unt o f $25 per Series 2 Trust Preferred
Security plus accumulated and unpaid distributio ns thereo n to the date o f payment. Ho wever, such ho lders will no t receive such
distributio n if Ally instead distributes o n a ratable basis to the ho lders o f the Series 2 Trust Preferred Securities, the Series 2 Debentures
in an ag g reg ate stated principal amo unt equal to the ag g reg ate stated liquidatio n amo unt o f, with an interest rate identical to the
distributio n rate o f, and with accrued and unpaid interest equal to accrued and unpaid distributio ns o n, the Series 2 Trust Preferred
Securities o utstanding at such time. See Distributio n o f the Series 2 Debentures.

If this distributio n can be paid o nly in part because Series 2 has insufficient assets available to pay in full the ag g reg ate distributio n,
then the amo unts directly payable with respect to Series 2 shall be paid o n a ratable basis. The ho lders o f the Series 2 Co mmo n
Securities will be entitled to receive distributio ns upo n any such liquidatio n o n a ratable basis with the ho lders o f the Series 2 Trust
Preferred Securities. Ho wever, if a declaratio n default (as defined belo w) with respect to Series 2 has o ccurred and is co ntinuing , the
Series 2 Trust Preferred Securities will have a preference o ver the Series 2 Co mmo n Securities with reg ard to such distributio ns.

Pursuant to the Amended and Restated Declaratio n, the Trust will disso lve and wind up its affairs o n the date fo llo wing the date
upo n which the last series o f the Trust has terminated.

Pursuant to the Amended and Restated Declaratio n, Series 2 will terminate:

(i) o n December 30, 2064 , the expiratio n o f the term o f Series 2;

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Table of Cont ent s

(ii) upo n the bankruptcy o f Ally o r any ho lder o f the Series 2 Co mmo n Securities;

(iii) upo n the filing o f a certificate o f disso lutio n o r its equivalent with respect to Ally o r the revo catio n o f Allys charter and the
expiratio n o f 90 days after the date o f revo catio n witho ut a reinstatement thereo f;

(iv) upo n the entry o f a decree o f judicial disso lutio n o f any ho lder o f the Series 2 Co mmo n Securities, Ally, the Trust o r Series 2;

(v) subject to o btaining any required reg ulato ry appro val, when all o f the series 2 securities have been called fo r redemptio n;

(vi) subject to o btaining any required reg ulato ry appro val, upo n the exchang e o f all o f the then-o utstanding Series 2 Trust
Preferred Securities; o r

(vii) subject to o btaining any required reg ulato ry appro val, when Series 2 shall have been disso lved in acco rdance with the terms
o f the Series 2 Trust Preferred Securities upo n electio n by Ally o f its rig ht to terminate Series 2 and distribute all o f the Series 2
Debentures to the ho lders o f the Series 2 Trust Preferred Securities in exchang e fo r all o f the Series 2 Trust Preferred Securities.

Declaratio n Defaults

An indenture default with respect to Series 2 is a default under the Amended and Restated Indenture (as defined belo w in
Descriptio n o f the Series 2 Debentures) relating to the Series 2 Debentures and also co nstitutes a declaratio n default with respect
to Series 2, which is a default under the Amended and Restated Declaratio n relating to Series 2. Pursuant to the Amended and Restated
Declaratio n, the ho lder o f the Series 2 Co mmo n Securities will be deemed to have waived all declaratio n defaults relating to the Series
2 Co mmo n Securities until all declaratio n defaults relating to the Series 2 Trust Preferred Securities have been cured, waived o r
o therwise eliminated. Until such declaratio n defaults relating to the Series 2 Trust Preferred Securities have been cured, waived o r
o therwise eliminated, the institutio nal trustee fo r Series 2 will be deemed to be acting so lely o n behalf o f the ho lders o f the Series 2
Trust Preferred Securities and o nly the ho lders o f the Series 2 Trust Preferred Securities will have the rig ht to direct the institutio nal
trustee fo r Series 2 as to matters under the Amended and Restated Declaratio n, and therefo re the Amended and Restated Indenture. In
the event that any declaratio n default relating to the Series 2 Trust Preferred Securities is waived by the ho lders o f the Series 2 Trust
Preferred Securities as pro vided in the Amended and Restated Declaratio n, such waiver also co nstitutes a waiver o f such declaratio n
default relating to the Series 2 Co mmo n Securities fo r all purpo ses under the Amended and Restated Declaratio n witho ut any further
act, vo te o r co nsent o f the ho lders o f Series 2 Co mmo n Securities. See Vo ting Rig hts.

To the fullest extent permitted by law, if the institutio nal trustee fo r Series 2 fails to enfo rce its rig hts under the Series 2
Debentures, any ho lder o f Series 2 Trust Preferred Securities may directly institute a leg al pro ceeding ag ainst Ally to enfo rce these
rig hts witho ut first suing the institutio nal trustee fo r Series 2 o r any o ther perso n o r entity. If a declaratio n default has o ccurred and is
co ntinuing with respect to Series 2 and such event is attributable to the failure o f Ally to pay interest o r principal (o r premium, if any) o n
the Series 2 Debentures o n the date such interest o r principal (o r premium, if any) is o therwise payable, o r in the case o f redemptio n, o n
the redemptio n date, then a ho lder o f Series 2 Trust Preferred Securities may also bring a direct actio n. This means that a ho lder may
directly sue fo r enfo rcement o f payment to such ho lder o f the principal o f o r interest (o r premium, if any) o n the Series 2 Debentures
having a principal amo unt equal to the ag g reg ate liquidatio n amo unt o f the Series 2 Trust Preferred Securities o f such ho lder o n o r after
the respective due date specified in the Series 2 Debentures. Such ho lder need no t first (i) direct the institutio nal trustee fo r Series 2 to
enfo rce the terms o f the Series 2 Debentures o r (ii) sue Ally to enfo rce the institutio nal trustees rig hts under the Series 2 Debentures.
The ho lders o f Series 2 Trust Preferred Securities will no t be able to exercise directly any o ther remedy available to the ho lders o f the
Series 2 Debentures.

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Table of Cont ent s

In co nnectio n with such direct actio n, Ally will be subro g ated to the rig hts o f such ho lder o f Series 2 Trust Preferred Securities
under the Amended and Restated Declaratio n to the extent o f any payment made by Ally to such ho lder o f Series 2 Trust Preferred
Securities in such direct actio n. This means that Ally will be entitled to payment o f amo unts that a ho lder o f Series 2 Trust Preferred
Securities receives in respect o f an unpaid distributio n that resulted in the bring ing o f a direct actio n to the extent that such ho lder
receives o r has already received full payment relating to such unpaid distributio n fro m Series 2.

Upo n the o ccurrence o f an indenture event o f default with respect to the Series 2 Debentures, the indenture trustee o r the
institutio nal trustee fo r Series 2, as the so le ho lder o f the Series 2 Debentures, will have the rig ht under the Amended and Restated
Indenture to declare the principal o f and interest o n the Series 2 Debentures to be immediately due and payable, pro vided that if such a
declaratio n is no t made, the ho lders o f at least 25% in ag g reg ate liquidatio n amo unt o f the Series 2 Trust Preferred Securities then
o utstanding will have the rig ht to make such declaratio n. See Descriptio n o f the Series 2 DebenturesIndenture Events o f Default and
Acceleratio n.

Ally and Series 2 are each required to file annually with the institutio nal trustee fo r Series 2 an o fficers certificate as to its
co mpliance with all co nditio ns and co venants under the Amended and Restated Declaratio n.

Vo ting Rig hts

Except as described in the next succeeding parag raph, in Mo dificatio n o f the Amended and Restated Declaratio n, and in this
pro spectus under Descriptio n o f the GuaranteesMo dificatio n o f the Guarantees; Assig nment, and except as pro vided under the
Statuto ry Trust Act, the Trust Indenture Act, the Amended and Restated Declaratio n and as o therwise required by law, the ho lders o f
the Series 2 Trust Preferred Securities have no vo ting rig hts.

The ho lders o f a majo rity in ag g reg ate liquidatio n amo unt o f the Series 2 Trust Preferred Securities, vo ting separately as a class,
have the rig ht to direct the exercise o f any trust o r po wer co nferred upo n the institutio nal trustee fo r Series 2 o r to direct any
pro ceeding fo r any remedy available to the institutio nal trustee fo r Series 2 so lo ng as the institutio nal trustee fo r Series 2 receives the
tax o pinio n discussed belo w, including the rig ht to direct the institutio nal trustee fo r Series 2, as ho lder o f the Series 2 Debentures, to :

(i) direct any pro ceeding fo r any remedy available to the indenture trustee, o r exercise any trust o r po wer co nferred o n the
indenture trustee, with respect to the Series 2 Debentures;

(ii) waive any past indenture default with respect to the Series 2 Debentures that is waivable under Sectio n 5.6 o f the Amended and
Restated Indenture;

(iii) exercise any rig ht to rescind o r annul an acceleratio n o f the maturity o f the Series 2 Debentures; o r

(iv) co nsent to any amendment, mo dificatio n o r terminatio n o f the Amended and Restated Indenture o r the Series 2 Debentures
where such co nsent is required.

Where a co nsent o r actio n under the Amended and Restated Indenture wo uld require the co nsent o r act o f ho lders o f mo re than a
majo rity in principal amo unt o f the Series 2 Debentures, o r a super majo rity, then o nly ho lders o f that super majo rity o f Series 2 Trust
Preferred Securities may direct the institutio nal trustee fo r Series 2 to g ive such co nsent o r take such actio n. Further, the institutio nal
trustee fo r Series 2 can refrain fro m fo llo wing any directio ns o f the ho lders that vio late the Amended and Restated Declaratio n o r
co nflict with any applicable rule o f law o r wo uld invo lve the institutio nal trustee fo r Series 2 in perso nal liability ag ainst which indemnity
wo uld, in its o pinio n, no t be adequate. If the institutio nal trustee fo r Series 2 fails to enfo rce its rig hts under the Series 2 Debentures,
any reco rd ho lder o f Series 2 Trust Preferred Securities may directly sue Ally to enfo rce the institutio nal trustees rig hts under the
Series 2 Debentures. The reco rd ho lder do es no t have to sue the institutio nal trustee fo r Series 2 o r any o ther perso n o r entity befo re
bring ing such a direct actio n.

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Table of Cont ent s

The institutio nal trustee fo r Series 2 is required to no tify all ho lders o f the Series 2 Trust Preferred Securities o f any default
actually kno wn to certain o fficers o f the institutio nal trustee and o f any no tice o f default with respect to the Series 2 Debentures
received fro m the indenture trustee. The no tice is required to state that the default with respect to the Series 2 Debentures also
co nstitutes a declaratio n default with respect to the Series 2 Trust Preferred Securities. Except fo r directing the time, metho d and place
o f co nducting a pro ceeding fo r a remedy available to the institutio nal trustee fo r Series 2, the institutio nal trustee fo r Series 2, as ho lder
o f the Series 2 Debentures, will no t take any o f the actio ns described in clauses (i), (ii), (iii) o r (iv) abo ve unless the institutio nal trustee
fo r Series 2 receives an o pinio n o f a natio nally reco g nized independent tax co unsel to the effect that, such actio n will no t (x) cause the
Trust o r Series 2 (as applicable) to be classified (i) as o ther than either a g ranto r trust o r a partnership o r (ii) as an entity taxable as a
co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r (y) materially reduce the likeliho o d o f the Trust o r Series 2 (as
applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses.

If the co nsent o f the institutio nal trustee fo r Series 2, as ho lder o f the Series 2 Debentures, is required under the Amended and
Restated Indenture fo r any amendment, mo dificatio n o r terminatio n o f the Amended and Restated Indenture o r the Series 2
Debentures, the institutio nal trustee fo r Series 2 is required to request the written directio n o f the ho lders o f the series 2 securities. The
institutio nal trustee fo r Series 2 will vo te as directed by a majo rity in liquidatio n amo unt o f the series 2 securities vo ting to g ether as a
sing le class. Where any amendment, mo dificatio n o r terminatio n under the Amended and Restated Indenture wo uld require the co nsent
o f a super majo rity, ho wever, the institutio nal trustee fo r Series 2 may o nly g ive such co nsent at the directio n o f the ho lders o f the
same supermajo rity o f the ho lders o f the series 2 securities. The institutio nal trustee fo r Series 2 is no t required to take any such actio n
in acco rdance with the directio ns o f the ho lders o f the series 2 securities unless the institutio nal trustee fo r Series 2 has o btained a tax
o pinio n to the effect described abo ve.

A waiver o f an indenture default with respect to the Series 2 Debentures by the institutio nal trustee fo r Series 2 at the directio n o f
the ho lders o f the Series 2 Trust Preferred Securities will co nstitute a waiver o f the co rrespo nding declaratio n default with respect to
Series 2.

Any required appro val o r directio n o f ho lders o f Series 2 Trust Preferred Securities may be g iven at a separate meeting o f
ho lders o f Series 2 Trust Preferred Securities co nvened fo r such purpo se, at a meeting o f all o f the ho lders o f series 2 securities o r by
written co nsent. The administrative trustees fo r Series 2 will mail to each ho lder o f reco rd o f Series 2 Trust Preferred Securities a
no tice o f any meeting at which such ho lders are entitled to vo te, o r o f any matter upo n which actio n by written co nsent o f such ho lders
is to be taken. Each such no tice will include a statement setting fo rth the fo llo wing info rmatio n:

the date o f such meeting o r the date by which such actio n is to be taken;

a descriptio n o f any reso lutio n pro po sed fo r ado ptio n at such meeting o n which such ho lders are entitled to vo te o r o f such
matter upo n which written co nsent is so ug ht; and

instructio ns fo r the delivery o f pro xies o r co nsents.

No vo te o r co nsent o f the ho lders o f Series 2 Trust Preferred Securities will be required fo r the Trust acting with respect to
Series 2 to redeem and cancel Series 2 Trust Preferred Securities o r distribute Series 2 Debentures in acco rdance with the Amended
and Restated Declaratio n and the terms o f the Series 2 Trust Preferred Securities.

Despite the fact that ho lders o f Series 2 Trust Preferred Securities are entitled to vo te o r co nsent under the circumstances
described abo ve, any Series 2 Trust Preferred Securities that are o wned at the time by Ally o r any entity directly o r indirectly
co ntro lling o r co ntro lled by, o r under direct o r indirect co mmo n co ntro l with, Ally, will no t be entitled to vo te o r co nsent. Instead,
these Series 2 Trust Preferred Securities will be treated as if they were no t o utstanding .

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Table of Cont ent s

Vo ting and co nsensual rig hts available to o r in favo r o f ho lders o r beneficial o wners o f Series 2 Trust Preferred Securities may, to
the extent permitted by applicable rule o r law, be exercised o nly by a United States Perso n that is a beneficial o wner o f a Series 2 Trust
Preferred Security o r by a United States Perso n acting as irrevo cable ag ent with discretio nary po wers fo r the beneficial o wner o f a
Series 2 Trust Preferred Security that is no t a United States perso n. Beneficial o wners o f a Series 2 Trust Preferred Security that are no t
United States Perso ns must, to the extent permitted by applicable rule o r law, irrevo cably appo int a United States Perso n with
discretio nary po wers to act as their ag ent with respect to such vo ting and co nsensual rig hts.

The pro cedures by which ho lders o f Series 2 Trust Preferred Securities may exercise their vo ting rig hts are described belo w. See
Fo rm o f Certificates.

Ho lders o f the Series 2 Trust Preferred Securities g enerally have no rig hts to appo int o r remo ve the administrative trustees fo r
Series 2. Instead, these trustees fo r Series 2 may be appo inted, remo ved o r replaced so lely by Ally as the indirect o r direct ho lder o f
all o f the Series 2 Co mmo n Securities.

Mo dificatio n o f the Amended and Restated Declaratio n

The Amended and Restated Declaratio n may be mo dified and amended if appro ved by the administrative trustees fo r Series 2,
and in certain circumstances, the institutio nal trustee fo r Series 2 and/o r the Delaware trustee. If, ho wever, any pro po sed amendment
pro vides fo r, o r the administrative trustees fo r Series 2 o therwise pro po se to effect:

(i) any actio n that wo uld adversely affect the po wers, preferences o r rig hts o f the series 2 securities, whether by way o f
amendment to the Amended and Restated Declaratio n o r o therwise o r

(ii) the disso lutio n, winding -up o r terminatio n o f Series 2 o ther than pursuant to the terms o f the Amended and Restated
Declaratio n,

then the ho lders o f the series 2 securities vo ting to g ether as a sing le class will be entitled to vo te o n such amendment o r pro po sal.
Such amendment o r pro po sal shall no t be effective except with the appro val o f ho lders o f at least a majo rity in liquidatio n amo unt o f
the series 2 securities affected thereby. If, ho wever, any amendment o r pro po sal referred to in clause (i) abo ve wo uld adversely affect
o nly the Series 2 Trust Preferred Securities o r o nly the Series 2 Co mmo n Securities, then o nly ho lders o f the affected class will be
entitled to vo te o n such amendment o r pro po sal, and such amendment o r pro po sal shall no t be effective except with the appro val o f
ho lders o f a majo rity in liquidatio n amo unt o f such class.

Despite the fo reg o ing , no amendment o r mo dificatio n may be made to the Amended and Restated Declaratio n if such
amendment o r mo dificatio n wo uld:

(i)(x) cause the Trust o r Series 2 (as applicable) to be classified (a) as o ther than either a g ranto r trust o r a partnership o r (b) as an
entity taxable as a co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r (y) materially reduce the likeliho o d o f the Trust
o r Series 2 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses;

(ii) reduce o r o therwise adversely affect the po wers o f the institutio nal trustee fo r Series 2 in co ntraventio n o f the Trust Indenture
Act; o r

(iii) cause the Trust o r Series 2 to be deemed an investment co mpany that is required to be reg istered under the 194 0 Act.

Merg ers, Co nso lidatio ns o r Amalg amatio ns

The Trust may no t co nso lidate, amalg amate, merg e with o r into , o r be replaced by, o r co nvey, transfer o r lease its pro perties and
assets substantially as an entirety to , any co rpo ratio n o r o ther bo dy except as described

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Table of Cont ent s

belo w. The Trust may, with the unanimo us co nsent o f the administrative trustees fo r each series o f the Trust and witho ut the co nsent o f
the ho lders o f the trust securities o f any series o f the Trust, the Delaware trustee o r the institutio nal trustee fo r any series, co nso lidate,
amalg amate, merg e with o r into , o r be replaced by a trust o rg anized as such under the laws o f any State, pro vided that:

(i) such successo r entity either:

(a) expressly assumes all o f the o blig atio ns o f the Trust with respect to each series o f trust securities o r

(b) substitutes fo r the Trust Preferred Securities o f each series o ther successo r securities having substantially the same
terms as that series o f Trust Preferred Securities, so lo ng as the successo r securities rank the same as that series o f Trust
Preferred Securities rank reg arding distributio ns and payments upo n liquidatio n, redemptio n and o therwise;

(ii) Ally expressly ackno wledg es with respect to each series o f the Trust a trustee fo r each such series o f the successo r entity that
po ssesses the same po wers and duties as the institutio nal trustee fo r such series;

(iii) the Trust Preferred Securities o f each series o r any successo r securities o f such series are listed, o r any successo r securities
o f such series will be listed upo n no tificatio n o f issuance, o n any natio nal securities exchang e o r with ano ther o rg anizatio n o n which the
Trust Preferred Securities o f such series are then listed o r quo ted;

(iv) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t cause the Trust Preferred Securities o f any series,
including any successo r securities o f such series, to be do wng raded by any natio nally reco g nized statistical rating o rg anizatio n;

(v) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t adversely affect the rig hts, preferences and privileg es o f
the ho lders o f the trust securities o f any series, including any successo r securities with respect to such series, in any material respect,
o ther than in co nnectio n with any dilutio n o f the ho lders interest in the new entity;

(vi) such successo r entity has a purpo se substantially identical to that o f the Trust with respect to each series o f the Trust;

(vii) prio r to such merg er, co nso lidatio n, amalg amatio n o r replacement, each series o f the Trust has received an o pinio n o f a
natio nally reco g nized independent co unsel to the Trust acting fo r each such series experienced in such matters, to the effect that:

(a) such merg er, co nso lidatio n, amalg amatio n o r replacement do es no t adversely affect the rig hts, preferences and
privileg es o f the ho lders o f the trust securities o f any series, including any successo r securities o f such series, in any material
respect, o ther than in co nnectio n with any dilutio n o f the ho lders interest in the new entity;

(b) fo llo wing such merg er, co nso lidatio n, amalg amatio n o r replacement, neither the Trust no r such successo r entity no r any
series o f the Trust will be required to reg ister as an investment co mpany under the 194 0 Act; and

(c) (x) fo llo wing such merg er, co nso lidatio n, amalg amatio n o r replacement, the Trust o r any series (o r any successo r
thereto ), as applicable, will be classified, fo r U.S. federal inco me tax purpo ses, as either a g ranto r trust o r a partnership, and no t as
an entity taxable as a co rpo ratio n, and (y) such merg er, co nso lidatio n, amalg amatio n o r replacement will no t materially reduce the
likeliho o d o f the Trust o r any series (o r any successo r thereto ), as applicable, being classified as a g ranto r trust fo r U.S. federal
inco me tax purpo ses; and

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Table of Cont ent s

(viii) Ally g uarantees the o blig atio ns o f such successo r entity with respect to each series o f the Trust under the successo r
securities with respect to each such series at least to the extent pro vided by the relevant Amended and Restated Guarantee Ag reement.

Fo rm o f Certificates

The Series 2 Trust Preferred Securities will initially be in the fo rm o f definitive, fully reg istered Trust Preferred Security
Certificates (the Definitive Trust Preferred Security Certificates). The Series 2 Trust Preferred Securities may, upo n the instructio n
o f Ally, be issued in the fo rm o f o ne o r mo re fully reg istered g lo bal Series 2 Trust Preferred Security Certificates, witho ut distributio n
co upo ns (each, a Glo bal Certificate). If so issued, each Glo bal Certificate will be depo sited with, o r o n behalf o f, The Depo sito ry
Trust Co mpany (DTC), a securities depo sitary, and will be reg istered in the name o f DTC o r a no minee o f DTC. DTC will thus be the
o nly reg istered ho lder o f these Series 2 Trust Preferred Securities and will be co nsidered the so le o wner o f the Series 2 Trust Preferred
Securities fo r purpo ses o f the Amended and Restated Declaratio n. The Trust acting with respect to Series 2 and the trustees shall have
no o blig atio n to the beneficial o wners o f the Series 2 Trust Preferred Securities.

If the Series 2 Trust Preferred Securities are held as Glo bal Certificates, purchasers o f Series 2 Trust Preferred Securities may
ho ld interests in the g lo bal Series 2 Trust Preferred Securities o nly thro ug h DTC, if they are a participant in the DTC system. Purchasers
may also ho ld interests thro ug h a securities intermediarybanks, bro kerag e ho uses and o ther institutio ns that maintain securities
acco unts fo r custo mersthat has an acco unt with DTC o r its no minee (participants). DTC will maintain acco unts sho wing the Series
2 Trust Preferred Securities ho lding s o f its participants, and these participants will in turn maintain acco unts sho wing the Series 2 Trust
Preferred Securities ho lding s o f their custo mers. So me o f these custo mers may themselves be securities intermediaries ho lding
Series 2 Trust Preferred Securities fo r their custo mers. Thus, each beneficial o wner o f a bo o k-entry Series 2 Trust Preferred Security
will ho ld such Series 2 Trust Preferred Security indirectly thro ug h a hierarchy o f intermediaries, with DTC at the to p and the beneficial
o wners o wn securities intermediary at the bo tto m.

If the Series 2 Trust Preferred Securities are held as Glo bal Certificates, the Series 2 Trust Preferred Securities o f each beneficial
o wner will be evidenced so lely by entries o n the bo o ks o f the beneficial o wners securities intermediary. The actual purchaser o f the
Series 2 Trust Preferred Securities will g enerally no t be entitled to have the Series 2 Trust Preferred Securities represented by the
Glo bal Certificates reg istered in its name and will no t be co nsidered the o wner under the Amended and Restated Declaratio n.

In this pro spectus, fo r bo o k-entry Series 2 Trust Preferred Securities, references to actio ns taken by securityho lders will mean
actio ns taken by DTC upo n instructio ns fro m its participants, and references to payments and no tices o f redemptio n to securityho lders
will mean payments and no tices o f redemptio n to DTC as the reg istered ho lder o f the Series 2 Trust Preferred Securities fo r
distributio n to participants in acco rdance with DTCs pro cedures.

If the Series 2 Trust Preferred Securities are held as Glo bal Certificates, a beneficial o wner o f bo o k-entry securities represented
by a Glo bal Certificate may exchang e the Series 2 Trust Preferred Securities fo r Definitive Trust Preferred Security Certificates o nly if:

(1) DTC elects to disco ntinue its services as depo sitary with respect to the Series 2 Trust Preferred Securities and the
administrative trustees fo r Series 2 do no t appo int replacement fo r DTC within 90 days; o r

(2) the administrative trustees fo r Series 2 elect after co nsultatio n with Ally and subject to the pro cedures o f DTC to terminate the
bo o k entry system thro ug h the DTC with respect to the Series 2 Trust Preferred Securities.

Upo n surrender o f Glo bal Certificates fo r exchang e, the administrative trustees fo r Series 2 and the securities reg istrar shall cause
Definitive Trust Preferred Security Certificates to be delivered to the beneficial o wners o f Series 2 Trust Preferred Securities in
acco rdance with the instructio ns o f DTC.

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Table of Cont ent s

DTC is a limited purpo se trust co mpany o rg anized under the laws o f the State o f New Yo rk, a banking o rg anizatio n within the
meaning o f the New Yo rk banking law, a member o f the Federal Reserve System, a clearing co rpo ratio n within the meaning o f the
New Yo rk Unifo rm Co mmercial Co de and a clearing ag ency reg istered under Sectio n 17A o f the Exchang e Act. The rules applicable
to DTC and its participants are o n file with the SEC.

Ally and the administrative trustees fo r Series 2 will no t have any respo nsibility o r liability fo r any aspect o f the reco rds relating to ,
o r payments made o n acco unt o f, beneficial o wnership interest in the bo o k-entry securities o r fo r maintaining , supervising o r reviewing
any reco rds relating to the beneficial o wnership interests.

If Glo bal Certificates are issued in the future, DTC may disco ntinue pro viding its services as securities depo sitary with respect to
the Series 2 Trust Preferred Securities. Under such circumstances, in the event that a successo r securities depo sitary is no t o btained,
Definitive Trust Preferred Security Certificates are required to be printed and delivered. Additio nally, the administrative trustees fo r
Series 2, with the co nsent o f Ally, may decide to disco ntinue use o f the system o f bo o k-entry transfers thro ug h DTC o r any successo r
depo sitary with respect to the Series 2 Trust Preferred Securities. In that event, certificates fo r the Series 2 Trust Preferred Securities
will be printed and delivered.

The info rmatio n in this sectio n co ncerning DTC and DTCs bo o k-entry system has been o btained fro m so urces that Ally and the
Trust acting with respect to Series 2 believe to be reliable, but neither Ally no r the Trust acting with respect to Series 2 takes
respo nsibility fo r the accuracy thereo f.

Info rmatio n Co ncerning the Institutio nal T rustee

Prio r to the o ccurrence o f a default with respect to Series 2, the institutio nal trustee fo r Series 2 undertakes to perfo rm o nly such
duties with respect to Series 2 as are specifically set fo rth in the Amended and Restated Declaratio n. After a default with respect to
Series 2, the institutio nal trustee fo r Series 2 will exercise the rig hts and po wers vested in it by the Amended and Restated Declaratio n
using the same deg ree o f care and skill as a prudent individual wo uld exercise in the co nduct o f his o r her o wn affairs. The institutio nal
trustee fo r Series 2 is under no o blig atio n to exercise any o f the rig hts o r po wers vested in it by the Amended and Restated Declaratio n
at the request o f any ho lder o f Series 2 Trust Preferred Securities unless o ffered security and indemnity reaso nably satisfacto ry to it by
such ho lder ag ainst the co sts, expenses and liabilities that mig ht be incurred thereby. Despite the fo reg o ing , the institutio nal trustee fo r
Series 2, upo n the o ccurrence o f a declaratio n default with respect to Series 2, shall no t be relieved o f its o blig atio n to exercise the
rig hts and po wers vested in it by the Amended and Restated Declaratio n. The institutio nal trustee fo r Series 2 will no t be liable fo r any
special, indirect o r co nsequential lo ss o r damag e o f any kind (including lo st pro fits), no r will it be respo nsible o r liable fo r any failure o r
delay in the perfo rmance o f its o blig atio ns arising o ut o f fo rces beyo nd its reaso nable co ntro l.

Paying Ag ent/Security Reg istrar

While the Series 2 Trust Preferred Securities are in definitive fo rm, the fo llo wing pro visio ns apply:

the institutio nal trustee fo r Series 2 may autho rize o ne o r mo re paying ag ents fo r Series 2 and desig nate o r remo ve an
additio nal o r substitute paying ag ent at any time;

the security reg istrar fo r Series 2 will affect the reg istratio n o f transfers o f Series 2 Trust Preferred Securities witho ut
charg e, but o nly upo n payment, with the g iving o f such indemnity as the security reg istrar may require, in respect o f
any tax o r o ther g o vernment charg es that may be impo sed in relatio n to the reg istratio n o f transfers; and

neither the administrative trustees fo r Series 2 no r the Trust acting with respect to Series 2 will be required to reg ister
o r cause to be reg istered the transfer o f Series 2 Trust Preferred Securities after such Series 2 Trust Preferred
Securities have been called fo r redemptio n.

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Table of Cont ent s

Go verning Law

The Amended and Restated Declaratio n fo r all purpo ses will be g o verned by and co nstrued in acco rdance with the laws o f the
State o f Delaware.

Miscellaneo us

The administrative trustees fo r Series 2 are autho rized in carrying o ut the activities o f the Trust pro vided fo r in the Amended and
Restated Declaratio n to take any actio n, no t inco nsistent with the Amended and Restated Declaratio n o r applicable law, that they
determine to be necessary o r desirable in carrying o ut such activities with respect to Series 2 including , but no t limited to (i) causing the
Trust and Series 2 no t to be deemed to be an investment co mpany required to be reg istered under the 194 0 Act, (ii) taking any
actio n to the extent necessary o r prudent to (x) ensure that the Trust o r Series 2 (as applicable) will be classified, fo r U.S. federal
inco me tax purpo ses, as either a g ranto r trust o r a partnership, and no t as an entity taxable as a co rpo ratio n, o r (y) increase the
likeliho o d o f the Trust o r Series 2 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax purpo ses, and
(iii) co o perating with Ally to ensure that the Series 2 Debentures will be treated as indebtedness o f Ally fo r U.S. federal inco me tax
purpo ses. Ho wever, the administrative trustees fo r Series 2 may no t take such actio n if do ing so wo uld adversely affect the interests
o f the ho lders o f the Series 2 Trust Preferred Securities.

Ho lders o f the Series 2 Trust Preferred Securities have no preemptive rig hts.

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Table of Cont ent s

DESCRIPT ION OF T HE SERIES 1 DEBENT URES

Set fo rth belo w is a descriptio n o f the specific terms o f the Series 1 Debentures in which Series 1 o f the Trust has invested the
pro ceeds fro m the issuance and sale o f the series 1 securities. The terms o f the Series 1 Debentures include tho se stated in the
Amended and Restated Indenture and by the Trust Indenture Act. The fo llo wing descriptio n is no t intended to be co mplete and is
qualified by the Amended and Restated Indenture and by the Trust Indenture Act. The fo rm o f the Amended and Restated Indenture is
filed as an exhibit to the reg istratio n statement o f which this pro spectus is a part. Several capitalized terms used herein are defined in the
Amended and Restated Indenture. Wherever particular sectio ns o r defined terms o f the Amended and Restated Indenture are referred
to , such sectio ns o r defined terms are inco rpo rated herein by reference as part o f the statement made, and the statement is qualified in
its entirety by such reference.

Under circumstances discussed mo re fully belo w invo lving the disso lutio n o f the Trust o r Series 1, pro vided that any required
reg ulato ry appro val is o btained, the Series 1 Debentures will be distributed to the ho lders o f the series 1 securities in liquidatio n o f the
Trust o r Series 1. See Descriptio n o f the Series 1 Trust Preferred SecuritiesDistributio n o f the Series 1 Debentures.

General

The Series 1 Debentures were o rig inally issued pursuant to the terms o f the Indenture as 8.00% junio r subo rdinated deferrable
interest debentures due 204 0 and will be desig nated as 8.0% Junio r Subo rdinated Deferrable Interest Debentures due 204 0 (the
Series 1 Debentures) pursuant to the Amended and Restated Indenture. The Series 1 Debentures are unsecured debt under the
Amended and Restated Indenture and represent an ag g reg ate principal amo unt equal to the sum o f the ag g reg ate stated liquidatio n
amo unt o f the Series 1 Trust Preferred Securities and Series 1 Co mmo n Securities.

The entire principal amo unt o f the Series 1 Debentures will mature and beco me due and payable, to g ether with any accrued and
unpaid interest thereo n including co mpo und interest, o n February 15, 204 0.

If the Series 1 Debentures are distributed to ho lders o f the Series 1 Trust Preferred Securities in liquidatio n o f such ho lders
interests in Series 1, such Series 1 Debentures may be issued in the fo rm o f o ne o r mo re g lo bal securities (as described belo w) o r in
certificated fo rm. If the Series 1 Debentures are issued in the fo rm o f g lo bal securities, the Series 1 Debentures may be issued in
certificated fo rm in exchang e fo r a g lo bal security as described belo w under Disco ntinuance o f the Depo sitarys Services. In the
event that the Series 1 Debentures are issued in certificated fo rm, such Series 1 Debentures will be in deno minatio ns o f $1,000 and
integ ral multiples thereo f and may be transferred o r exchang ed at the o ffices described belo w. Payments o n Series 1 Debentures
issued as a g lo bal security will be made to DTC, to a successo r depo sitary o r, in the event that no depo sitary is used, to a paying ag ent
fo r the Series 1 Debentures. In the event the Series 1 Debentures are issued in certificated fo rm, principal and interest will be payable,
the transfer o f the Series 1 Debentures will be reg istrable and the Series 1 Debentures will be exchang eable fo r Series 1 Debentures o f
o ther deno minatio ns o f a like ag g reg ate principal amo unt at the co rpo rate trust o ffice o f the indenture trustee in New Yo rk, New Yo rk.
Payment o f interest may be made at the o ptio n o f Ally by check mailed to the address o f the perso ns entitled thereto . See Bo o k-
Entry and Settlement.

Ally has no t issued, and do es no t intend to issue, the Series 1 Debentures to anyo ne o ther than the Trust.

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Subo rdinatio n

The Amended and Restated Indenture pro vides that the Series 1 Debentures are subo rdinated and junio r, bo th in liquidatio n and in
prio rity o f payment, to the extent specified in the Amended and Restated Indenture, to all Senio r Indebtedness (as defined belo w) o f
Ally. This means that no payment o f principal, including redemptio n payments, premium, if any, o r interest o n the Series 1 Debentures
may be made if:

any Senio r Indebtedness o f Ally has no t been paid when due and any applicable g race perio d relating to such default has
ended and such default has no t been cured o r been waived o r ceased to exist; o r

the maturity o f any Senio r Indebtedness o f Ally has been accelerated because o f a default.

Upo n any payment by Ally o r distributio n o f assets o f Ally to credito rs upo n any disso lutio n, winding -up, liquidatio n o r
reo rg anizatio n, whether vo luntary o r invo luntary, o r in bankruptcy, inso lvency, receivership o r o ther pro ceeding s, all principal,
premium, if any, and interest due o r to beco me due o n all Senio r Indebtedness o f Ally must be paid in full befo re the ho lders o f Series
1 Debentures are entitled to receive o r retain any payment. Subject to satisfactio n o f all claims related to all Senio r Indebtedness o f
Ally, the rig hts o f the ho lders o f the Series 1 Debentures will be subro g ated to the rig hts o f the ho lders o f Senio r Indebtedness o f Ally
to receive payments o r distributio ns applicable to Senio r Indebtedness until all amo unts o wing o n the Series 1 Debentures are paid in
full.

The term Senio r Indebtedness means, with respect to Ally, the principal, premium, if any, and interest (including interest
accruing o n o r after the filing o f any petitio n in bankruptcy o r fo r reo rg anizatio n relating to Ally, whether o r no t such claim fo r po st-
petitio n interest is allo wed in such pro ceeding ) o n and o f all indebtedness and o blig atio ns in respect o f:

(i) (a) indebtedness fo r mo ney bo rro wed and (b) indebtedness evidenced by securities, no tes, debentures, bo nds o r o ther similar
instruments issued by Ally including all indebtedness (whether no w o r hereafter o utstanding ) issued under the subo rdinated debt
indenture, dated as o f December 31, 2008, between Ally and The Bank o f New Yo rk Mello n, as trustee, as the same may be amended,
mo dified o r supplemented fro m time to time;

(ii) all capital lease o blig atio ns o f Ally;

(iii) all o blig atio ns o f Ally issued o r assumed as the deferred purchase price o f pro perty, all co nditio nal sale o blig atio ns o f Ally
and all o blig atio ns o f Ally under any co nditio nal sale o r title retentio n ag reement;

(iv) all o blig atio ns, co nting ent o r o therwise, o f Ally in respect o f any letters o f credit, bankers acceptance, security purchase
facilities and similar credit transactio ns;

(v) all o blig atio ns o f Ally in respect o f interest rate swap, cap o r o ther ag reements, interest rate future o r o ptio n co ntracts,
currency swap ag reements, currency future o r o ptio ns co ntracts and o ther similar ag reements;

(vi) all o blig atio ns o f the type referred to in clauses (i) thro ug h (v) abo ve o f o ther perso ns fo r the payment o f which Ally is
respo nsible o r liable as o blig o r, g uaranto r o r o therwise; and

(vii) all o blig atio ns o f the type referred to in clauses (i) thro ug h (vi) abo ve o f o ther perso ns secured by any lien o n any pro perty
o r asset o f Ally, whether o r no t such o blig atio n is assumed by Ally;

except that Senio r Indebtedness do es no t include o blig atio ns in respect o f:

(i) any indebtedness issued under the Amended and Restated Indenture;

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Table of Cont ent s

(ii) any g uarantee entered into by Ally in respect o f any series o f preferred securities, capital securities o r preference sto ck o f the
Trust (o r any similar trust established fo r the purpo se o f issuing trust preferred securities in co nnectio n with the issuance o f securities
under the Amended and Restated Indenture);

(iii) any acco unts payable o r o ther liabilities to trade credito rs (including g uarantees thereo f o r instruments evidencing such
liabilities); o r

(iv) any indebtedness o r any g uarantee that is by its terms subo rdinated to , o r ranks equally with, the Series 1 Debentures and the
issuance o f which (x) has received the co ncurrence o r appro val o f the FRB o r its staff o r (y) do es no t at the time o f issuance prevent
the Series 1 Debentures fro m qualifying fo r Tier 1 capital treatment (irrespective o f any limits o n the amo unt o f Allys Tier 1 capital)
under applicable capital adequacy g uidelines, reg ulatio ns, po licies, published interpretatio ns, o r has received the co ncurrence o r
appro val o f the FRB o r its staff.

The Series 1 Debentures rank senio r to all o f Allys equity securities, including preferred sto ck.

The Amended and Restated Indenture do es no t limit the ag g reg ate amo unt o f Senio r Indebtedness that may be issued by Ally.

No twithstanding the abo ve and anything to the co ntrary in this pro spectus, ho lders o f Senio r Indebtedness do no t have any rig hts
under the Amended and Restated Indenture to enfo rce any o f the co venants in the Amended and Restated Indenture.

Optio nal Redemptio n

Ally will have the rig ht to redeem the Series 1 Debentures, in who le o r in part at any time, (i) o n o r after December 30, 2014 ,
(ii) while the Series 1 Trust Preferred Securities o r the Series 1 Debentures are held by the U.S. g o vernment as part o f assistance
pro vided to Ally under TARP o r a similar o r related U.S. g o vernment pro g ram o r (iii) in certain circumstances upo n the o ccurrence o f a
Special Event with respect to Series 1, as described in Descriptio n o f the Series 1 Trust Preferred SecuritiesSpecial Event
Redemptio n. Any o ptio nal redemptio n must be made upo n no t less than 30 no r mo re than 60 days no tice and, with respect to a
redemptio n upo n a Special Event, within 90 days fo llo wing the o ccurrence o f such Special Event.

Ally may no t redeem the Series 1 Debentures unless it receives the prio r appro val o f the FRB to do so , if such appro val is then
required by the FRB.

The redemptio n price will be equal to 100% o f the principal amo unt to be redeemed plus any accrued and unpaid interest to the
redemptio n date. If the Series 1 Trust Preferred Securities are listed o n a natio nal securities exchang e and a partial redemptio n o f the
Series 1 Trust Preferred Securities resulting fro m a partial redemptio n o f the Series 1 Debentures wo uld result in the delisting o f the
Series 1 Trust Preferred Securities, Ally may o nly redeem the Series 1 Debentures in who le.

Interest

The Series 1 Debentures bear interest at the annual rate o f 8.0%, fro m and including December 30, 2009, o r fro m the mo st recent
interest payment date to which interest has been paid o r pro vided fo r, payable quarterly in arrears o n February 15, May 15, Aug ust 15
and No vember 15 o f each year, beg inning February 15, 2010. Each date o n which interest is payable is called an interest payment
date. Interest will be paid to the perso n in who se name such Series 1 Debentures are reg istered, with limited exceptio ns, at the clo se
o f business o n the business day preceding such interest payment date. In the event the Series 1 Debentures shall be held in bo o k-entry
fo rm by a party o ther than the institutio nal trustee fo r Series 1, the reco rd date shall be the date 15 days prio r to the interest payment
date, o r such o ther reco rd date fixed by the administrative trustees fo r Series 1 o f the Trust that is no t mo re than 60 no r less than 10
days prio r to such interest payment date.

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The amo unt o f interest payable fo r any perio d will be co mputed o n the basis o f a 360-day year o f twelve 30-day mo nths. The
amo unt o f interest payable fo r any perio d sho rter than a full quarterly perio d will be co mputed o n the basis o f the actual number o f days
elapsed in a partial mo nth in such perio d. In the event that any date o n which interest is payable o n the Series 1 Debentures is no t a
business day, then payment o f the interest payable o n such date will be made o n the next succeeding day that is a business day, and
witho ut any interest o r o ther payment in respect o f any such delay, except that if such business day is in the next succeeding calendar
year, then such payment shall be made o n the immediately preceding business day, in each case with the same fo rce and effect as if
made o n such date.

Optio n to Extend Interest Payment Perio d

Ally has the rig ht to defer interest payments by extending the interest payment perio d o f the Series 1 Debentures fo r an extensio n
perio d no t exceeding 20 co nsecutive quarters, so lo ng as no event o f default with respect to the Series 1 Debentures has o ccurred and
is co ntinuing . Ho wever, no extensio n perio d may extend beyo nd the maturity o f the Series 1 Debentures. At the end o f any extensio n
perio d, Ally will pay all interest then accrued and unpaid, to g ether with interest thereo n at the rate specified fo r the Series 1 Debentures
to the extent permitted by applicable law. An extensio n perio d beg ins in the quarter in which no tice o f the extensio n perio d is g iven.

During any such extensio n perio d:

(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:

(a) redemptio ns, purchases, o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;

(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;

(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium, if any, o n, o r repay, repurchase o r redeem, any Series 1 Junio r Subo rdinated Indebtedness
(as defined in the Descriptio n o f the Series 1 Trust Preferred Securities) o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f Series 1 Junio r Subo rdinated Indebtedness in co nnectio n with the
administratio n o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

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(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Series 1 Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Series 1 Junio r Subo rdinated Indebtedness fo r any
o ther class o r series o f Series 1 Junio r Subo rdinated Indebtedness;

(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(e) any payment o f interest o n Series 1 Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 1
Debentures such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but
unpaid interest per like-amo unt o f the Series 1 Debentures and all Series 1 Junio r Subo rdinated Indebtedness bear to each o ther.

The fo reg o ing , ho wever, will no t apply to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as that o n which
the dividend is being paid, o r dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-o wned subsidiary o f
Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally. Prio r to the terminatio n o f any extensio n perio d, Ally may further defer
payments o f interest by extending such extensio n perio d. Such extensio n perio d, including all such o ther extensio ns, ho wever, may no t
exceed 20 co nsecutive quarters, including the quarterly interest perio d in which no tice o f such extensio n perio d is g iven. No extensio n
perio d may extend beyo nd the maturity o f the Series 1 Debentures. At the terminatio n o f any extensio n perio d and upo n the payment o f
all amo unts then due, Ally may co mmence a new extensio n perio d, if co nsistent with the terms set fo rth in this sectio n. No interest
during an extensio n perio d, except at the end o f such perio d, shall be due and payable. Ho wever, Ally has the rig ht to prepay all o r any
po rtio n o f accrued interest during an extensio n perio d.

Ally has no present intentio n o f exercising its rig ht to defer payments o f interest by extending the interest payment perio d o n the
Series 1 Debentures.

If the institutio nal trustee fo r Series 1 o f the Trust is the so le ho lder o f the Series 1 Debentures at the time Ally selects an
extended interest payment perio d, Ally will g ive the administrative trustees and institutio nal trustee fo r Series 1 no tice o f its selectio n
o f such extensio n perio d at least o ne business day prio r to the earlier o f:

(i) the next date o n which distributio ns o n the Series 1 Trust Preferred Securities wo uld be payable, if no t fo r such extensio n
perio d, o r

(ii) the date the administrative trustees fo r Series 1 are required to g ive no tice to the NYSE o r o ther applicable self-reg ulato ry
o rg anizatio n o r to ho lders o f the Series 1 Trust Preferred Securities o f the reco rd date o r the date such distributio ns are payable;

provided, that, in any event, Ally is no t required to g ive the administrative trustees fo r Series 1 o r the institutio nal trustee fo r Series 1
no tice o f its selectio n o f such extensio n perio d mo re than 15 business days, and must g ive such no tice no less than 5 business days,
befo re the next succeeding interest payment date o n the Series 1 Debentures. The administrative trustees fo r Series 1 Trust Preferred
Securities will g ive no tice o f Allys selectio n o f such extensio n perio d to the ho lders o f the Series 1 Trust Preferred Securities.

If the institutio nal trustee fo r Series 1 is no t the so le ho lder o f the Series 1 Debentures at the time Ally selects an extended interest
payment perio d, Ally will g ive the ho lders o f the Series 1 Debentures, the administrative trustees fo r Series 1 and the indenture trustee
fo r Series 1 no tice o f its selectio n o f such extensio n perio d at least ten business days befo re the earlier o f:

(i) the next succeeding interest payment date; o r

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Table of Cont ent s

(ii) the date upo n which Ally is required to g ive no tice to the NYSE o r o ther applicable self-reg ulato ry o rg anizatio n o r to ho lders
o f the Series 1 Debentures o f the reco rd o r payment date o f such interest payment.

provided, that, in any event, Ally is no t required to g ive the ho lders o f the Series 1 Debentures, the administrative trustees fo r Series 1
o r the indenture trustees fo r Series 1 no tice o f its selectio n o f such extensio n perio d mo re than 15 business days, and must g ive such
no tice no less than 5 business days, befo re the next succeeding interest payment date.

Indenture Events o f Default and Acceleratio n

The Amended and Restated Indenture pro vides that the fo llo wing are indenture events o f default with respect to the Series 1
Debentures:

(i) failure to pay in full interest accrued o n any Series 1 Debenture upo n the co nclusio n o f a perio d co nsisting o f 20 co nsecutive
quarters co mmencing with the earliest quarter fo r which interest (including interest accrued o n deferred payments) has no t been paid in
full and co ntinuance o f such failure to pay fo r a perio d o f 30 days; o r

(ii) specified events o f bankruptcy, inso lvency o r reo rg anizatio n, o r co urt appo intment o f a receiver, liquidato r o r trustee o f Ally.

If any indenture event o f default with respect to the Series 1 Debentures shall o ccur and be co ntinuing , the indenture trustee o r the
institutio nal trustee fo r Series 1, as the so le ho lder o f the Series 1 Debentures, will have the rig ht to declare the principal o f all the Series
1 Debentures then o utstanding to be immediately due and payable, upo n which the principal and the accrued interest o n the Series 1
Debentures shall be immediately due and payable. The institutio nal trustee fo r Series 1 may also enfo rce its o ther rig hts as a credito r
relating to the Series 1 Debentures.

If, upo n an indenture event o f default with respect to the Series 1 Debentures, the indenture trustee o r the institutio nal trustee fo r
Series 1, as the so le ho lder o f the Series 1 Debentures, fails to declare the principal o f all the Series 1 Debentures then o utstanding to
be immediately due and payable, the ho lders o f at least 25% in ag g reg ate liquidatio n amo unt o f the Series 1 Trust Preferred Securities
then o utstanding will have the rig ht to do so .

Indenture Defaults

The Amended and Restated Indenture pro vides that the fo llo wing are indenture defaults with respect to the Series 1 Debentures:

(i) an indenture event o f default with respect to the Series 1 Debentures;

(ii) a failure o f Ally to pay the principal o f, o r premium, if any, o n, any Series 1 Debenture when and as the same shall beco me
payable;

(iii) a failure o f Ally to pay any installment o f interest o n any Series 1 Debenture when and as the same shall beco me payable,
which failure shall have (taking into acco unt any extensio n perio d) co ntinued unremedied fo r 30 days;

(iv) the failure o f Ally fo r 90 days fo llo wing written no tice o f such failure to o bserve and perfo rm any o ther co venant o r
Ag reement in respect o f the Series 1 Debentures; and

(v) the Trust o r Series 1 shall have vo luntarily o r invo luntarily disso lved, wo und up its business o r o therwise terminated its
existence, except in co nnectio n with (a) the distributio n o f the Series 1 Debentures to ho lders o f

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the series 1 securities in liquidatio n o f their interests in Series 1, (b) the redemptio n o f all o f the o utstanding series 1 securities o r
(c) certain merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n o f Series 1.

There is no rig ht o f acceleratio n with respect to indenture defaults with respect to the Series 1 Debentures, except fo r tho se that
are indenture events o f default with respect to the Series 1 Debentures. An indenture default with respect to the Series 1 Debentures
also co nstitutes a declaratio n default with respect to the series 1 securities. The ho lders o f Series 1 Trust Preferred Securities in limited
circumstances have the rig ht to direct the institutio nal trustee fo r Series 1 to exercise its rig hts as the ho lder o f the Series 1 Debentures.
See Descriptio n o f the Series 1 Trust Preferred SecuritiesDeclaratio n Defaults and Vo ting Rig hts.

Any deferral o f interest o n the Series 1 Debentures made in acco rdance with the pro visio ns described abo ve in Optio n to
Extend Interest Payment Perio d will no t co nstitute a default under the Amended and Restated Indenture fo r the Series 1 Debentures.

The indenture trustee may withho ld no tice to the ho lders o f the Series 1 Debentures o f any default with respect thereto , except a
default in the payment o f principal, premium o r interest, if it co nsiders such withho lding to be in the interest o f such ho lders. The
indenture trustee shall be under no o blig atio n to exercise any o f the rig hts o r po wers vested in it by the Amended and Restated
Indenture at the request o r directio n o f any o f the ho lders pursuant to the Amended and Restated Indenture, unless such ho lders shall
have o ffered to the indenture trustee security o r indemnity satisfacto ry to the indenture trustee ag ainst the co sts, expenses and
liabilities which mig ht be incurred by it in co mpliance with such request o r directio n.

The ho lders o f a majo rity in ag g reg ate principal amo unt o f the Series 1 Debentures may direct the pro ceeding fo r any remedy
available to the indenture trustee fo r Series 1 and the exercise o f any trust o r po wer co nferred o n the indenture trustee fo r Series 1 with
respect to the Series 1 Debentures. No twithstanding anything to the co ntrary in the Amended and Restated Indenture, fo r so lo ng as the
U.S. g o vernment is a ho lder o f 100% o f the Series 1 Trust Preferred Securities, the U.S. g o vernment shall have the rig ht to institute and
co nduct any pro ceeding fo r any remedy, o r to exercise any trust o r po wer, co nferred upo n the indenture trustee with respect to the
Series 1 Debentures.

Despite the fo reg o ing , if an indenture default has o ccurred and is co ntinuing with respect to Series 1 and such event is attributable
to the failure o f Ally to pay interest o r principal (o r premium, if any) o n the Series 1 Debentures when such interest o r principal (o r
premium, if any) o therwise payable, o r in the case o f redemptio n, the redemptio n date, Ally ackno wledg es that, in such event, a ho lder
o f Series 1 Trust Preferred Securities may sue fo r payment o n o r after the respective due date specified in the Series 1 Debentures.
Despite any payment made to such ho lder o f Series 1 Trust Preferred Securities by Ally in co nnectio n with a direct actio n, Ally shall
remain o blig ated to pay the principal o f o r interest o n the Series 1 Debentures held by Series 1 o r the institutio nal trustee fo r Series 1.
Ally shall be subro g ated to the rig hts o f the ho lder o f such Series 1 Trust Preferred Securities relating to payments o n the Series 1
Trust Preferred Securities to the extent o f any payments made by Ally to such ho lder in any direct actio n. The ho lders o f the Series 1
Trust Preferred Securities will no t be able to exercise directly any o ther remedy available to the ho lders o f the Series 1 Debentures.

Mo dificatio ns and Amendments

Mo dificatio ns and amendments to the Amended and Restated Indenture with respect to Series 1 thro ug h a supplemental indenture
may be made by Ally and the indenture trustee with the co nsent o f the ho lders o f a majo rity in principal amo unt o f the Series 1
Debentures at the time o utstanding (o r, with respect to certain actio ns, witho ut such co nsent). Ho wever, no such mo dificatio n o r
amendment may, witho ut the co nsent o f the ho lder o f each Series 1 Debenture affected thereby:

(i) mo dify certain terms o f payment o f principal, premium, o r interest o n such Series 1 Debentures;

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(ii) reduce the percentag e o f principal amo unt o f Series 1 Debentures the co nsent o f who se ho lders is necessary to mo dify o r
amend the Amended and Restated Indenture o r waive co mpliance by Ally with any co venant o r past default o n the Series 1 Debentures;

(iii) subject to certain exceptio ns, mo dify pro visio ns o f the Amended and Restated Indenture relating to (a) the ability to enter
into certain supplemental indentures, (b) the rig hts o f ho lders o f Series 1 Debentures to direct the pro ceeding fo r any remedy available
to the indenture trustee o r the exercise o f any trust o r po wer co nferred upo n the indenture trustee with respect to the Series 1
Debentures o r (c) the ability o f ho lders o f Series 1 Debentures to waive certain past defaults; o r

(iv) remo ve o r impair the rig hts o f any ho lder o f a Series 1 Debenture to bring a direct actio n ag ainst Ally upo n the o ccurrence o f
certain indenture defaults. (See Indenture Defaults abo ve.)

If the Series 1 Debentures are held by Series 1 o r a trustee o f Series 1, such supplemental indenture shall no t be effective until the
ho lders o f a majo rity in liquidatio n preference o f the series 1 securities shall have co nsented to such supplemental indenture. If the
co nsent o f the ho lder o f each o utstanding Series 1 Debenture is required, such supplemental indenture shall no t be effective until each
ho lder o f the series 1 securities shall have co nsented to such supplemental indenture.

Discharg e and Defeasance

Ally may discharg e mo st o f its o blig atio ns to ho lders o f the Series 1 Debentures under the Amended and Restated Indenture if all
such Series 1 Debentures that have no t already been delivered to the indenture trustee fo r cancellatio n have beco me due and payable o r
are by their terms due and payable within o ne year, o r are to be called fo r redemptio n within o ne year. Ally discharg es its o blig atio ns by
depo siting with the indenture trustee an amo unt sufficient to pay when due the principal o f and premium, if any, and interest o n all
o utstanding Series 1 Debentures and to make any mandato ry scheduled installment payments thereo n when due.

Unless o therwise specified in this pro spectus relating to the Series 1 Debentures, Ally, at its o ptio n:

(i) will be released fro m any and all o blig atio ns in respect o f the Series 1 Debentures, which is kno wn as defeasance and
discharg e; o r

(ii) need no t co mply with certain co venants specified herein reg arding the Series 1 Debentures, which is kno wn as co venant
defeasance.

If Ally exercises its co venant defeasance o ptio n, the failure to co mply with any defeased co venant co ntained in the Amended and
Restated Indenture o r any supplemental indenture will no lo ng er be a default under the Amended and Restated Indenture.

To exercise either its defeasance and discharg e o r co venant defeasance o ptio n, Ally must:

(i) depo sit with the indenture trustee, in trust, cash o r U.S. g o vernment o blig atio ns in an amo unt sufficient to pay all the principal o f
and premium, if any, and any interest o n the Series 1 Debentures when such payments are due and deliver a written certificatio n o f a
natio nally reco g nized acco unting firm that the amo unt depo sited is sufficient; and

(ii) deliver an o pinio n o f co unsel (that, in the case o f a defeasance and discharg e, must be based upo n a ruling o r administrative
pro no uncement o f the Internal Revenue Service (the IRS), o r a chang e in applicable U.S. federal inco me tax law) to the effect that
the ho lders o f the Series 1 Debentures will no t reco g nize inco me, g ain o r lo ss fo r U.S. federal inco me tax purpo ses as a result o f such
depo sit o r defeasance and will be required to pay U.S. federal inco me tax in the same manner as if such defeasance had no t o ccurred.

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When there is a defeasance and discharg e, the Amended and Restated Indenture will no lo ng er g o vern the Series 1 Debentures,
Ally will no lo ng er be liable fo r payment, and the ho lders o f such Series 1 Debentures will be entitled o nly to the depo sited funds. When
there is a co venant defeasance, ho wever, Ally will co ntinue to be o blig ated fo r payments when due if the depo sited funds are no t
sufficient to pay the ho lders.

The o blig atio ns under the Amended and Restated Indenture to pay all expenses o f the Trust relating to Series 1, to reg ister the
transfer o r exchang e o f Series 1 Debentures, to replace mutilated, defaced, destro yed, lo st o r sto len Series 1 Debentures, and to
maintain paying ag ents and ho ld mo nies fo r payment in trust will co ntinue even if Ally exercises its defeasance and discharg e o r
co venant defeasance o ptio n.

Co ncerning the Indenture T rustee

Ally and certain o f its subsidiaries may also maintain bank acco unts, bo rro w mo ney and have o ther custo mary co mmercial banking
o r investment banking relatio nships with the indenture trustee in the o rdinary co urse o f business.

Co nso lidatio n, Merg er and Sale o f Assets

The Amended and Restated Indenture pro vides that Ally will no t co nso lidate with o r merg e into ano ther co rpo ratio n o r co nvey,
transfer o r lease its assets substantially as an entirety unless:

(i) the successo r is a co rpo ratio n o rg anized in the United States and expressly assumes the due and punctual payment o f the
principal o f, and premium, if any, and interest o n all the Series 1 Debentures and the Series 2 Debentures and the perfo rmance o f every
o ther co venant o f the Amended and Restated Indenture o n the part o f Ally; and

(ii) immediately thereafter no indenture default and no event that, after no tice o r lapse o f time, o r bo th, wo uld beco me an
indenture default with respect to either Series 1 Debentures o r Series 2 Debentures, shall have happened and be co ntinuing .

Upo n any such co nso lidatio n, merg er, co nveyance o r transfer, the successo r co rpo ratio n shall succeed to and be substituted fo r
and may exercise every rig ht and po wer o f Ally under the Amended and Restated Indenture. Thereafter the predecesso r co rpo ratio n
shall be relieved o f all o blig atio ns and co venants under the Amended and Restated Indenture and the Series 1 Debentures.

Bo o k- Entry and Settlement

The Series 1 Debentures, o n o rig inal issuance, were issued, and pursuant to the Amended and Restated Indenture, will be issued in
fully reg istered certificated fo rm witho ut interest co upo ns. If distributed to ho lders o f the Series 1 Trust Preferred Securities in
co nnectio n with the invo luntary o r vo luntary disso lutio n, winding -up o r liquidatio n o f Series 1 as a result o f the o ccurrence o f a Special
Event, (i) any definitive certificates representing the Series 1 Debentures held by Series 1 o r the institutio nal trustee fo r Series 1 will be
presented to the institutio nal trustee in exchang e fo r o ne o r mo re g lo bal certificates reg istered in the name o f the depo sitary o r its
no minee in an ag g reg ate principal amo unt o f all o utstanding Series 1 Debentures issued to Series 1 and (ii) any definitive certificates
representing the Series 1 Trust Preferred Securities (except any Series 1 Trust Preferred Securities held by DTC, its no minee o r any
o ther clearing ag ency o r its no minee) will be deemed to represent beneficial interests in the Series 1 Debentures having an ag g reg ate
principal amo unt equal to the ag g reg ate liquidatio n amo unt o f, with an interest rate identical to the distributio n rate o f, the Series 1 Trust
Preferred Securities, and accrued and unpaid interest equal to accrued and unpaid distributio ns o n such Series 1 Trust Preferred
Securities until such certificates are presented to Ally o r its ag ent fo r transfer o r reissue.

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Each g lo bal certificate is referred to as a g lo bal security. Except under the limited circumstances described belo w under
Disco ntinuance o f the Depo sitarys Services, the Series 1 Debentures represented by a g lo bal security will no t be exchang eable fo r,
and will no t o therwise be issuable as, the Series 1 Debentures in definitive fo rm. The g lo bal securities may no t be transferred except by
the depo sitary to a no minee o f the depo sitary o r by a no minee o f the depo sitary to the depo sitary o r ano ther no minee o f the
depo sitary o r to a successo r depo sitary o r its no minee.

The laws o f so me jurisdictio ns require that certain purchasers o f securities take physical delivery o f such securities in definitive
fo rm. These laws may impair the ability to transfer o r pledg e beneficial interests in a g lo bal security.

Except as pro vided belo w, o wners o f beneficial interests in a g lo bal security will no t be entitled to receive physical delivery o f the
Series 1 Debentures in definitive fo rm and will no t be co nsidered the ho lders, as defined in the Amended and Restated Indenture, o f the
g lo bal security fo r any purpo se under the Amended and Restated Indenture. A g lo bal security representing Series 1 Debentures is o nly
exchang eable fo r ano ther g lo bal security o f like deno minatio n and teno r to be reg istered in the name o f the depo sitary o r its no minee
o r to a successo r depo sitary o r its no minee. This means that each beneficial o wner must rely o n the pro cedures o f the depo sitary, o r if
such perso n is no t a participant, o n the pro cedures o f the participant thro ug h which such perso n o wns its interest, to exercise any rig hts
o f a ho lder under the Amended and Restated Indenture.

T he Depo sitary

If the Series 1 Debentures are issued in the fo rm o f a g lo bal certificate, DTC will act as securities depo sitary fo r the Series 1
Debentures. As o f the date o f this pro spectus, the descriptio n in this pro spectus o f DTCs bo o k-entry system and DTCs practices as
they relate to purchases, transfers, no tices and payments relating to the Series 1 Trust Preferred Securities apply in all material respects
to any debt o blig atio ns represented by o ne o r mo re g lo bal securities held by DTC. Ally may appo int a successo r to DTC o r any
successo r depo sitary in the event DTC o r such successo r depo sitary is unable o r unwilling to co ntinue as a depo sitary fo r the g lo bal
securities. Fo r a descriptio n o f DTC and the specific terms o f the depo sitary arrang ements, see Descriptio n o f the Series 1 Trust
Preferred SecuritiesFo rm o f Certificates and Descriptio n o f the Series 2 Trust Preferred SecuritiesFo rm o f Certificates.

No ne o f Ally, the Trust, the indenture trustee, any paying ag ent and any o ther ag ent o f Ally o r the indenture trustee will have any
respo nsibility o r liability fo r any aspect o f the reco rds relating to o r payments made o n acco unt o f beneficial o wnership interests in a
g lo bal security fo r such Series 1 Debentures o r fo r maintaining , supervising o r reviewing any reco rds relating to such beneficial
o wnership interests.

Disco ntinuance o f the Depo sitarys Services

A g lo bal security shall be exchang eable fo r the Series 1 Debentures reg istered in the names o f perso ns o ther than the depo sitary
o r its no minee o nly if:

(i) the depo sitary no tifies Ally that it is unwilling o r unable to co ntinue as a depo sitary fo r the Series 1 Debentures and/o r the
Series 2 Debentures and no successo r depo sitary shall have been appo inted within 90 days o f the depo sitary so no tifying Ally;

(ii) the depo sitary, at any time, ceases to be reg istered o r in g o o d standing under the Exchang e Act o r o ther applicable statute o r
reg ulatio n and no successo r depo sitary shall have been appo inted within 90 days o f Ally beco ming aware o f the co nditio n; o r

(iii) Ally, in its so le discretio n, determines that such g lo bal security shall be so exchang eable.

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Any g lo bal security that is exchang eable pursuant to the preceding sentence shall be exchang eable fo r the Series 1 Debentures
reg istered in such names and in such autho rized deno minatio ns as the depo sitary shall direct. It is expected that such instructio ns will be
based upo n directio ns received by the depo sitary fro m its direct o r indirect participants o r o therwise relating to o wnership o f beneficial
interests in such g lo bal security.

Certain Co venants

If there shall have o ccurred and be co ntinuing a default under the Amended and Restated Indenture with respect to the Series 1
Debentures, o r Ally shall have g iven no tice o f its electio n to defer payments o f interest o n the Series 1 Debentures by extending the
interest payment perio d and such perio d, o r any extensio n o f such perio d, shall be co ntinuing , then:

(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:

(a) redemptio ns, purchases, o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;

(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;

(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium, if any, o n, o r repay, repurchase o r redeem, any Series 1 Junio r Subo rdinated Indebtedness
o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f Series 1 Junio r Subo rdinated Indebtedness in co nnectio n with the
administratio n o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Series 1 Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Series 1 Junio r Subo rdinated Indebtedness fo r any
o ther class o r series o f Series 1 Junio r Subo rdinated Indebtedness;

(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

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(e) any payment o f interest o n Series 1 Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 1
Debentures such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but
unpaid interest per like-amo unt o f the Series 1 Debentures and all Series 1 Junio r Subo rdinated Indebtedness bear to each o ther.

These restrictio ns, ho wever, will no t apply to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as that
o n which the dividend is being paid, o r dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-o wned
subsidiary o f Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally.

So lo ng as the series 1 securities remain o utstanding , Ally will co venant to :

(i) directly o r indirectly maintain 100% o wnership o f the Series 1 Co mmo n Securities, unless a permitted successo r o f Ally
succeeds to Allys o wnership o f the Series 1 Co mmo n Securities;

(ii) no t vo luntarily disso lve, wind up o r terminate Series 1 o r the Trust, except in co nnectio n with:

(a) a distributio n o f the Series 1 Debentures upo n a Special Event; o r

(b) certain merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n;

(iii) timely perfo rm its duties as spo nso r o f Series 1;

(iv) use its reaso nable effo rts to cause Series 1 to remain a statuto ry trust, except in co nnectio n with the distributio n o f the Series
1 Debentures to the ho lders o f series 1 securities in liquidatio n o f their interests in Series 1, the redemptio n o f all o f the o utstanding
series 1 securities, o r merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n; and

(v) no t kno wing ly take any actio n that wo uld (x) cause the Trust o r Series 1 (as applicable) to be classified (a) as o ther than either
a g ranto r trust o r a partnership o r (b) as an entity taxable as a co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r
(y) materially reduce the likeliho o d o f the Trust o r Series 1 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax
purpo ses.

Go verning Law

The Amended and Restated Indenture and the Series 1 Debentures fo r all purpo ses are g o verned by and co nstrued in acco rdance
with the laws o f the State o f New Yo rk.

Fees and Expenses

The Amended and Restated Indenture pro vides that Ally will pay certain fees and expenses o f Series 1, including all fees and
expenses related to :

(i) the co sts and expenses o f Series 1 including , but no t limited to , the co sts and expenses related to the o rg anizatio n o f the
Trust;

(ii) the fees and expenses o f the institutio nal trustee, the administrative trustees fo r Series 1 and the Delaware trustee;

(iii) the co sts and expenses relating to the o peratio n, maintenance and disso lutio n o f Series 1; and

(iv) the enfo rcement by the institutio nal trustee fo r Series 1 o f the rig hts o f the ho lders o f the Series 1 Trust Preferred Securities.

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DESCRIPT ION OF T HE SERIES 2 DEBENT URES

Set fo rth belo w is a descriptio n o f the specific terms o f the Series 2 Debentures in which Series 2 o f the Trust has invested the
pro ceeds fro m the issuance and sale o f the series 2 securities. The terms o f the Series 2 Debentures include tho se stated in the
Amended and Restated Indenture and by the Trust Indenture Act. The fo llo wing descriptio n is no t intended to be co mplete and is
qualified by the Amended and Restated Indenture and by the Trust Indenture Act. The fo rm o f the Amended and Restated Indenture is
filed as an exhibit to the reg istratio n statement o f which this pro spectus is a part. Several capitalized terms used herein are defined in the
Amended and Restated Indenture. Wherever particular sectio ns o r defined terms o f the Amended and Restated Indenture are referred
to , such sectio ns o r defined terms are inco rpo rated herein by reference as part o f the statement made, and the statement is qualified in
its entirety by such reference.

Under circumstances discussed mo re fully belo w invo lving the disso lutio n o f the Trust o r Series 2, pro vided that any required
reg ulato ry appro val is o btained, the Series 2 Debentures will be distributed to the ho lders o f the series 2 securities in liquidatio n o f the
Trust o r Series 2. See Descriptio n o f the Series 2 Trust Preferred SecuritiesDistributio n o f the Series 2 Debentures.

General

The Series 2 Debentures will be issued by Ally as Fixed Rate/Flo ating Rate Junio r Subo rdinated Deferrable Interest Debentures
due 204 0 pursuant to the Amended and Restated Indenture. The Series 2 Debentures are unsecured debt under the Amended and
Restated Indenture and represent an ag g reg ate principal amo unt equal to the sum o f the ag g reg ate stated liquidatio n amo unt o f the
Series 2 Trust Preferred Securities and Series 2 Co mmo n Securities.

The entire principal amo unt o f the Series 2 Debentures will mature and beco me due and payable, to g ether with any accrued and
unpaid interest thereo n including co mpo und interest o n February 15, 204 0.

If the Series 2 Debentures are distributed to ho lders o f the Series 2 Trust Preferred Securities in liquidatio n o f such ho lders
interests in Series 2, such Series 2 Debentures may be issued in the fo rm o f o ne o r mo re g lo bal securities (as described belo w) o r in
certificated fo rm. If the Series 2 Debentures are issued in the fo rm o f g lo bal securities, the Series 2 Debentures may be issued in
certificated fo rm in exchang e fo r a g lo bal security as described belo w under Disco ntinuance o f the Depo sitarys Services. In the
event that the Series 2 Debentures are issued in certificated fo rm, such Series 2 Debentures will be in deno minatio ns o f $25 and integ ral
multiples thereo f and may be transferred o r exchang ed at the o ffices described belo w. Payments o n Series 2 Debentures issued as a
g lo bal security will be made to DTC, to a successo r depo sitary o r, in the event that no depo sitary is used, to a paying ag ent fo r the
Series 2 Debentures. In the event the Series 2 Debentures are issued in certificated fo rm, principal and interest will be payable, the
transfer o f the Series 2 Debentures will be reg istrable and the Series 2 Debentures will be exchang eable fo r Series 2 Debentures o f
o ther deno minatio ns o f a like ag g reg ate principal amo unt at the co rpo rate trust o ffice o f the indenture trustee in New Yo rk, New Yo rk.
Payment o f interest may be made at the o ptio n o f Ally by check mailed to the address o f the perso ns entitled thereto . See Bo o k-
Entry and Settlement.

Ally has no t issued, and do es no t intend to issue, the Series 2 Debentures to anyo ne o ther than the Trust.

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Subo rdinatio n

The Amended and Restated Indenture pro vides that the Series 2 Debentures are subo rdinated and junio r, bo th in liquidatio n and in
prio rity o f payment, to the extent specified in the Amended and Restated Indenture, to all Senio r Indebtedness (as defined belo w) o f
Ally. This means that no payment o f principal, including redemptio n payments, premium, if any, o r interest o n the Series 2 Debentures
may be made if:

any Senio r Indebtedness o f Ally has no t been paid when due and any applicable g race perio d relating to such default has
ended and such default has no t been cured o r been waived o r ceased to exist; o r

the maturity o f any Senio r Indebtedness o f Ally has been accelerated because o f a default.

Upo n any payment by Ally o r distributio n o f assets o f Ally to credito rs upo n any disso lutio n, winding -up, liquidatio n o r
reo rg anizatio n, whether vo luntary o r invo luntary, o r in bankruptcy, inso lvency, receivership o r o ther pro ceeding s, all principal,
premium, if any, and interest due o r to beco me due o n all Senio r Indebtedness o f Ally must be paid in full befo re the ho lders o f Series
2 Debentures are entitled to receive o r retain any payment. Subject to satisfactio n o f all claims related to all Senio r Indebtedness o f
Ally, the rig hts o f the ho lders o f the Series 2 Debentures will be subro g ated to the rig hts o f the ho lders o f Senio r Indebtedness o f Ally
to receive payments o r distributio ns applicable to Senio r Indebtedness until all amo unts o wing o n the Series 2 Debentures are paid in
full.

The term Senio r Indebtedness means, with respect to Ally, the principal, premium, if any, and interest (including interest
accruing o n o r after the filing o f any petitio n in bankruptcy o r fo r reo rg anizatio n relating to Ally, whether o r no t such claim fo r po st-
petitio n interest is allo wed in such pro ceeding ) o n and o f all indebtedness and o blig atio ns in respect o f:

(i) (a) indebtedness fo r mo ney bo rro wed and (b) indebtedness evidenced by securities, no tes, debentures, bo nds o r o ther similar
instruments issued by Ally including all indebtedness (whether no w o r hereafter o utstanding ) issued under the subo rdinated debt
indenture, dated as o f December 31, 2008, between Ally and The Bank o f New Yo rk Mello n, as trustee, as the same may be amended,
mo dified o r supplemented fro m time to time;

(ii) all capital lease o blig atio ns o f Ally;

(iii) all o blig atio ns o f Ally issued o r assumed as the deferred purchase price o f pro perty, all co nditio nal sale o blig atio ns o f Ally
and all o blig atio ns o f Ally under any co nditio nal sale o r title retentio n ag reement;

(iv) all o blig atio ns, co nting ent o r o therwise, o f Ally in respect o f any letters o f credit, bankers acceptance, security purchase
facilities and similar credit transactio ns;

(v) all o blig atio ns o f Ally in respect o f interest rate swap, cap o r o ther ag reements, interest rate future o r o ptio n co ntracts,
currency swap ag reements, currency future o r o ptio ns co ntracts and o ther similar ag reements;

(vi) all o blig atio ns o f the type referred to in clauses (i) thro ug h (v) abo ve o f o ther perso ns fo r the payment o f which Ally is
respo nsible o r liable as o blig o r, g uaranto r o r o therwise; and

(vii) all o blig atio ns o f the type referred to in clauses (i) thro ug h (vi) abo ve o f o ther perso ns secured by any lien o n any pro perty
o r asset o f Ally, whether o r no t such o blig atio n is assumed by Ally;

except that Senio r Indebtedness do es no t include o blig atio ns in respect o f:

(i) any indebtedness issued under the Amended and Restated Indenture;

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Table of Cont ent s

(ii) any g uarantee entered into by Ally in respect o f any series o f preferred securities, capital securities o r preference sto ck o f the
Trust (o r any similar trust established fo r the purpo se o f issuing trust preferred securities in co nnectio n with the issuance o f securities
under the Amended and Restated Indenture);

(iii) any acco unts payable o r o ther liabilities to trade credito rs (including g uarantees thereo f o r instruments evidencing such
liabilities); o r

(iv) any indebtedness o r any g uarantee that is by its terms subo rdinated to , o r ranks equally with, the Series 2 Debentures and the
issuance o f which (x) has received the co ncurrence o r appro val o f the FRB o r its staff o r (y) do es no t at the time o f issuance prevent
the Series 2 Debentures fro m qualifying fo r Tier 1 capital treatment (irrespective o f any limits o n the amo unt o f Allys Tier 1 capital)
under applicable capital adequacy g uidelines, reg ulatio ns, po licies, published interpretatio ns, o r has received the co ncurrence o r
appro val o f the FRB o r its staff.

The Series 2 Debentures rank senio r to all o f Allys equity securities, including preferred sto ck.

The Amended and Restated Indenture do es no t limit the ag g reg ate amo unt o f Senio r Indebtedness that may be issued by Ally.

No twithstanding the abo ve and anything to the co ntrary in this pro spectus, ho lders o f Senio r Indebtedness do no t have any rig hts
under the Amended and Restated Indenture to enfo rce any o f the co venants in the Amended and Restated Indenture.

Optio nal Redemptio n

Ally will have the rig ht to redeem the Series 2 Debentures, in who le o r in part, at any time (i) o n o r after February 15, 2016 o r (ii) in
certain circumstances, upo n the o ccurrence o f a Special Event with respect to Series 2, as described in Descriptio n o f the Series 2
Trust Preferred SecuritiesSpecial Event Redemptio n. Any o ptio nal redemptio n must be made upo n no t less than 30 no r mo re than
60 days no tice and, with respect to a redemptio n upo n a Special Event, within 90 days fo llo wing the o ccurrence o f such Special Event.

Ally may no t redeem the Series 2 Debentures unless it receives the prio r appro val o f the FRB to do so , if such appro val is then
required by the FRB.

The redemptio n price will be equal to 100% o f the principal amo unt to be redeemed plus any accrued and unpaid interest to the
redemptio n date. If the Series 2 Trust Preferred Securities are listed o n a natio nal securities exchang e and a partial redemptio n o f the
Series 2 Trust Preferred Securities resulting fro m a partial redemptio n o f the Series 2 Debentures wo uld result in the delisting o f the
Series 2 Trust Preferred Securities, Ally may o nly redeem the Series 2 Debentures in who le.

Interest

The Series 2 Debentures bear interest (i) fro m and including the date o f Desig natio n to but excluding February 15, 2016 at a fixed
rate to be ag reed amo ng Ally, Series 1 and Treasury at the time o f Desig natio n, payable quarterly in arrears o n
February 15, May 15, Aug ust 15 and No vember 15 o f each year, beg inning o n Aug ust 15, 2011; and (ii) fro m and including
February 15, 2016 to but excluding February 15, 204 0, at an annual rate equal to three-mo nth LIBOR plus a spread to be ag reed amo ng
Ally, Series 1 and Treasury at the time o f Desig natio n , payable quarterly in arrears o n February 15, May 15, Aug ust 15 and
No vember 15 o f each year, beg inning May 15, 2016. Each date o n which interest is payable is called an interest payment date.
Interest will be paid to the perso n in who se name such Series 2 Debentures are reg istered, with limited exceptio ns, at the clo se o f
business o n the business day preceding such interest payment date. In the event the Series 2 Debentures shall be held in bo o k-entry
fo rm by a party o ther than the institutio nal trustee fo r Series 2, the reco rd date shall be the date 15 days prio r to the interest payment
date, o r such o ther reco rd date fixed by the administrative trustees fo r Series 2 o f the Trust that is no t mo re than 60 no r less than 10
days prio r to such interest payment date.

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The amo unt o f interest payable fo r any perio d ending o n o r befo re February 15, 2016 will be co mputed o n the basis o f a 360-day
year o f twelve 30-day mo nths, and fo r any perio d after February 15, 2016 will be co mputed o n the basis o f a 360-day year and the
actual number o f days elapsed, including the first day o f such perio d but excluding the date o f maturity. In the event that any interest
payment date o n o r prio r to February 15, 2016 is no t a business day, then payment o f the interest payable o n such interest payment date
will be made o n the next succeeding day that is a business day, and witho ut any interest o r o ther payment in respect o f any such delay.
In the event that any interest payment date after February 15, 2016 is no t a business day, then the interest payable o n such interest
payment date will be made o n the next succeeding day that is a business day, and interest will accrue to but excluding the date interest is
paid. Ho wever, if such business day is in the next succeeding calendar mo nth, such payment shall be made o n, and interest will accrue
to but excluding , the immediately preceding business day, in each case with the same fo rce and effect as if made o n such date.

Fo r the purpo ses o f calculating interest accruing o n the Series 2 Debentures fro m and including February 15, 2016:

Three-mo nth LIBOR means, with respect to any quarterly interest perio d, the rate (expressed as a percentag e per annum) fo r
depo sits in United States do llars fo r a three-mo nth perio d, as applicable, co mmencing o n the first day o f that quarterly interest perio d
that appears o n the Reuters Screen LIBOR as o f 11:00 a.m. (Lo ndo n time) o n the LIBOR determinatio n date fo r that quarterly interest
perio d, as the case may be. If such rate do es no t appear o n Reuters Screen LIBOR, three-mo nth LIBOR will be determined o n the basis
o f the rates at which depo sits in United States do llars fo r a three-mo nth perio d co mmencing o n the first day o f that quarterly interest
perio d, as applicable, and in a principal amo unt o f no t less than $1 millio n are o ffered to prime banks in the Lo ndo n interbank market by
fo ur majo r banks in the Lo ndo n interbank market selected by the Calculatio n Ag ent (after co nsultatio n with Ally), at appro ximately 11:00
a.m., Lo ndo n time, o n the LIBOR determinatio n date fo r that quarterly interest perio d. The Calculatio n Ag ent will request the principal
Lo ndo n o ffice o f each o f such banks to pro vide a quo tatio n o f its rate. If at least two such quo tatio ns are pro vided, three-mo nth LIBOR
with respect to that quarterly interest perio d, as applicable, will be the arithmetic mean (ro unded upward if necessary to the nearest
who le multiple o f 0.00001%) o f such quo tatio ns. If fewer than two quo tatio ns are pro vided, three-mo nth LIBOR with respect to that
quarterly interest perio d, as applicable, will be the arithmetic mean (ro unded upward if necessary to the nearest who le multiple o f
0.00001%) o f the rates quo ted by three majo r banks in New Yo rk City selected by the Calculatio n Ag ent, at appro ximately 11:00 a.m.,
New Yo rk City time, o n the first day o f that quarterly interest perio d, as applicable, fo r lo ans in United States do llars to leading
Euro pean banks fo r a three-mo nth perio d, as applicable, co mmencing o n the first day o f that quarterly interest perio d and in a principal
amo unt o f no t less than $1 millio n. Ho wever, if fewer than three banks selected by the Calculatio n Ag ent to pro vide quo tatio ns are
quo ting as described abo ve, three-mo nth LIBOR fo r that quarterly interest perio d, as applicable, will be the same as three-mo nth LIBOR
as determined fo r the previo us interest perio d o r, in the case o f the quarterly interest perio d beg inning o n February 15, 2016,
0.29000%. The establishment o f three-mo nth LIBOR fo r each quarterly interest perio d, as applicable, by the Calculatio n Ag ent shall (in
the absence o f manifest erro r) be final and binding ;

Calculatio n Ag ent means The Bank o f New Yo rk Mello n o r any o ther successo r appo inted by Ally, acting as calculatio n ag ent;

LIBOR determinatio n date means the seco nd Lo ndo n banking day immediately preceding the first day o f the relevant quarterly
interest perio d;

Lo ndo n banking day means any day o n which co mmercial banks are o pen fo r g eneral business (including dealing s in depo sits in
United States do llars) in Lo ndo n; and Reuters Screen LIBOR means the display desig nated o n the Reuters Screen LIBOR (o r such
o ther pag e as may replace Reuters Screen LIBOR o n the service o r such o ther service as may be no minated by the British Bankers
Asso ciatio n fo r the purpo se o f displaying Lo ndo n interbank o ffered rates fo r United States do llar depo sits).

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Optio n to Extend Interest Payment Perio d

Ally has the rig ht to defer interest payments by extending the interest payment perio d o f the Series 2 Debentures fo r an extensio n
perio d no t exceeding 20 co nsecutive quarters, so lo ng as no event o f default with respect to the Series 2 Debentures has o ccurred and
is co ntinuing . Ho wever, no extensio n perio d may extend beyo nd the maturity o f the Series 2 Debentures. At the end o f any extensio n
perio d, Ally will pay all interest then accrued and unpaid, to g ether with interest thereo n at the rate specified fo r the Series 2 Debentures
to the extent permitted by applicable law. An extensio n perio d beg ins in the quarter in which no tice o f the extensio n perio d is g iven.

During any such extensio n perio d:

(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;

(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;

(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium, if any, o n, o r repay, repurchase o r redeem any Junio r Subo rdinated Indebtedness (as defined
in the Descriptio n o f the Series 2 Trust Preferred Securities) o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f Junio r Subo rdinated Indebtedness in co nnectio n with the administratio n
o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Junio r Subo rdinated Indebtedness fo r any o ther class
o r series o f Junio r Subo rdinated Indebtedness;

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(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(e) any payment o f interest o n Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 2 Debentures
such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but unpaid interest
per like-amo unt o f the Series 2 Debentures and all Junio r Subo rdinated Indebtedness bear to each o ther.

The fo reg o ing , ho wever, will no t apply to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as that o n which
the dividend is being paid, o r dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-o wned subsidiary o f
Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally. Prio r to the terminatio n o f any extensio n perio d, Ally may further defer
payments o f interest by extending such extensio n perio d. Such extensio n perio d, including all such o ther extensio ns, ho wever, may no t
exceed 20 co nsecutive quarters, including the interest perio d in which no tice o f such extensio n perio d is g iven. No extensio n perio d
may extend beyo nd the maturity o r early redemptio n o f the Series 2 Debentures. At the terminatio n o f any extensio n perio d and upo n
the payment o f all amo unts then due, Ally may co mmence a new extensio n perio d, if co nsistent with the terms set fo rth in this sectio n.
No interest during an extensio n perio d, except at the end o f such perio d, shall be due and payable. Ho wever, Ally has the rig ht to
prepay all o r any po rtio n o f accrued interest during an extensio n perio d.

Ally has no present intentio n o f exercising its rig ht to defer payments o f interest by extending the interest payment perio d o n the
Series 2 Debentures.

If the institutio nal trustee fo r Series 2 o f the Trust is the so le ho lder o f the Series 2 Debentures at the time Ally selects an
extended interest payment perio d, Ally will g ive the administrative trustees and institutio nal trustee fo r Series 2 no tice o f its selectio n
o f such extensio n perio d at least o ne business day prio r to the earlier o f:

(i) the next date o n which distributio ns o n the Series 2 Trust Preferred Securities wo uld be payable, if no t fo r such extensio n
perio d, o r

(ii) the date the administrative trustees fo r Series 2 are required to g ive no tice to the NYSE o r o ther applicable self-reg ulato ry
o rg anizatio n o r to ho lders o f the Series 2 Trust Preferred Securities o f the reco rd date o r the date such distributio ns are payable;

provided, that, in any event, Ally is no t required to g ive the administrative trustees fo r Series 2 o r the institutio nal trustee fo r Series 2
no tice o f its selectio n o f such extensio n perio d mo re than 15 business days, and must g ive such no tice no less than 5 business days,
befo re the next succeeding interest payment date o n the Series 2 Debentures. The administrative trustees fo r Series 2 Trust Preferred
Securities will g ive no tice o f Allys selectio n o f such extensio n perio d to the ho lders o f the Series 2 Trust Preferred Securities.

If the institutio nal trustee fo r Series 2 is no t the so le ho lder o f the Series 2 Debentures at the time Ally selects an extended interest
payment perio d, Ally will g ive the ho lders o f the Series 2 Debentures, the administrative trustees fo r Series 2 and the indenture trustee
fo r Series 2 no tice o f its selectio n o f such extensio n perio d at least ten business days befo re the earlier o f:

(i) the next succeeding interest payment date; o r

(ii) the date upo n which Ally is required to g ive no tice to the NYSE o r o ther applicable self-reg ulato ry o rg anizatio n o r to ho lders
o f the Series 2 Debentures o f the reco rd o r payment date o f such related interest payment.

provided, that, in any event, Ally is no t required to g ive the ho lders o f the Series 2 Debentures, the administrative trustees fo r Series 2
o r the indenture trustee fo r Series 2 no tice o f its selectio n o f such extensio n perio d mo re than 15 business days, and must g ive such
no tice no less than 5 business days, befo re the next succeeding interest payment date.

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Indenture Events o f Default and Acceleratio n

The Amended and Restated Indenture pro vides that the fo llo wing are indenture events o f default with respect to the Series 2
Debentures:

(i) failure to pay in full interest accrued o n any Series 2 Debenture upo n the co nclusio n o f a perio d co nsisting o f 20 co nsecutive
quarters co mmencing with the earliest quarter fo r which interest (including interest accrued o n deferred payments) has no t been paid in
full and co ntinuance o f such failure to pay fo r a perio d o f 30 days; o r

(ii) specified events o f bankruptcy, inso lvency o r reo rg anizatio n, o r co urt appo intment o f a receiver, liquidato r o r trustee o f Ally.

If any indenture event o f default with respect to the Series 2 Debentures shall o ccur and be co ntinuing , the indenture trustee o r the
institutio nal trustee fo r Series 2, as the so le ho lder o f the Series 2 Debentures, will have the rig ht to declare the principal o f all the Series
2 Debentures then o utstanding to be immediately due and payable, upo n which the principal and the accrued interest o n the Series 2
Debentures shall be immediately due and payable. The institutio nal trustee fo r Series 2 may also enfo rce its o ther rig hts as a credito r
relating to the Series 2 Debentures.

If, upo n an indenture event o f default with respect to the Series 2 Debentures, the indenture trustee o r the institutio nal trustee fo r
Series 2, as the so le ho lder o f the Series 2 Debentures, fails to declare the principal o f all the Series 2 Debentures then o utstanding to
be immediately due and payable, the ho lders o f at least 25% in ag g reg ate liquidatio n amo unt o f the Series 2 Trust Preferred Securities
then o utstanding will have the rig ht to do so .

Indenture Defaults

The Amended and Restated Indenture pro vides that the fo llo wing are indenture defaults with respect to the Series 2 Debentures:

(i) an indenture event o f default with respect to the Series 2 Debentures;

(ii) a failure o f Ally to pay the principal o f, o r premium, if any, o n, any Series 2 Debenture when and as the same shall beco me
payable;

(iii) a failure o f Ally to pay any installment o f interest o n any Series 2 Debenture when and as the same shall beco me payable,
which failure shall have (taking into acco unt any extensio n perio d) co ntinued unremedied fo r 30 days;

(iv) the failure o f Ally fo r 90 days fo llo wing written no tice o f such failure to o bserve and perfo rm any o ther co venant o r
Ag reement in respect o f the Series 2 Debentures; and

(v) the Trust o r Series 2 shall have vo luntarily o r invo luntarily disso lved, wo und up its business o r o therwise terminated its
existence, except in co nnectio n with (a) the distributio n o f the Series 2 Debentures to ho lders o f the series 2 securities in liquidatio n o f
their interests in Series 2, (b) the redemptio n o f all o f the o utstanding series 2 securities o r (c) certain merg ers, co nso lidatio ns o r
amalg amatio ns permitted by the Amended and Restated Declaratio n o f Series 2.

There is no rig ht o f acceleratio n with respect to indenture defaults with respect to the Series 2 Debentures, except fo r tho se that
are indenture events o f default with respect to the Series 2 Debentures. An indenture default with respect to the Series 2 Debentures
also co nstitutes a declaratio n default with respect to the series 2

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securities. The ho lders o f Series 2 Trust Preferred Securities in limited circumstances have the rig ht to direct the institutio nal trustee fo r
Series 2 to exercise its rig hts as the ho lder o f the Series 2 Debentures. See Descriptio n o f the Series 2 Trust Preferred Securities
Declaratio n Defaults and Vo ting Rig hts.

Any deferral o f interest o n the Series 2 Debentures made in acco rdance with the pro visio ns described abo ve in Optio n to
Extend Interest Payment Perio d will no t co nstitute a default under the Amended and Restated Indenture fo r the Series 2 Debentures.

The indenture trustee may withho ld no tice to the ho lders o f the Series 2 Debentures o f any default with respect thereto , except a
default in the payment o f principal, premium o r interest, if it co nsiders such withho lding to be in the interest o f such ho lders. The
indenture trustee shall be under no o blig atio n to exercise any o f the rig hts o r po wers vested in it by the Amended and Restated
Indenture at the request o r directio n o f any o f the ho lders pursuant to the Amended and Restated Indenture, unless such ho lders shall
have o ffered to the indenture trustee security o r indemnity satisfacto ry to the indenture trustee ag ainst the co sts, expenses and
liabilities which mig ht be incurred by it in co mpliance with such request o r directio n.

Despite the fo reg o ing , if an indenture default has o ccurred and is co ntinuing with respect to Series 2 and such event is attributable
to the failure o f Ally to pay interest o r principal (o r premium, if any) o n the Series 2 Debentures when such interest o r principal (o r
premium, if any) is o therwise payable, o r in the case o f redemptio n, the redemptio n date, Ally ackno wledg es that, in such event, a
ho lder o f Series 2 Trust Preferred Securities may sue fo r payment o n o r after the respective due date specified in the Series 2
Debentures. Despite any payment made to such ho lder o f Series 2 Trust Preferred Securities by Ally in co nnectio n with a direct actio n,
Ally shall remain o blig ated to pay the principal o f o r interest o n the Series 2 Debentures held by Series 2 o r the institutio nal trustee fo r
Series 2. Ally shall be subro g ated to the rig hts o f the ho lder o f such Series 2 Trust Preferred Securities relating to payments o n the
Series 2 Trust Preferred Securities to the extent o f any payments made by Ally to such ho lder in any direct actio n. The ho lders o f the
Series 2 Trust Preferred Securities will no t be able to exercise directly any o ther remedy available to the ho lders o f the Series 2
Debentures.

Mo dificatio ns and Amendments

Mo dificatio ns and amendments to the Amended and Restated Indenture with respect to Series 2 thro ug h a supplemental indenture
may be made by Ally and the indenture trustee with the co nsent o f the ho lders o f a majo rity in principal amo unt o f the Series 2
Debentures at the time o utstanding (o r, with respect to certain actio ns, witho ut such co nsent). Ho wever, no such mo dificatio n o r
amendment may, witho ut the co nsent o f the ho lder o f each Series 2 Debenture affected thereby:

(i) mo dify certain terms o f payment o f principal, premium, o r interest o n such Series 2 Debentures;

(ii) reduce the percentag e o f principal amo unt o f Series 2 Debentures the co nsent o f who se ho lders is necessary to mo dify o r
amend the Amended and Restated Indenture o r waive co mpliance by Ally with any co venant o r past default o n the Series 2 Debentures;

(iii) subject to certain exceptio ns, mo dify pro visio ns o f the Amended and Restated Indenture relating to (a) the ability to enter
into certain supplemental indentures, (b) the rig hts o f ho lders o f Series 2 Debentures to direct the pro ceeding fo r any remedy available
to the indenture trustee o r the exercise o f any trust o r po wer co nferred upo n the indenture trustee with respect to the Series 2
Debentures, o r (c) the ability o f ho lders o f Series 2 Debentures to waive certain past defaults; o r

(iv) remo ve o r impair the rig hts o f any ho lder o f a Series 2 Debenture to bring a direct actio n ag ainst Ally upo n the o ccurrence o f
certain indenture defaults. (See Indenture Defaults abo ve.)

If the Series 2 Debentures are held by Series 2 o r a trustee o f Series 2, such supplemental indenture shall no t be effective until the
ho lders o f a majo rity in liquidatio n preference o f the series 2 securities shall have co nsented

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to such supplemental indenture. If the co nsent o f the ho lder o f each o utstanding Series 2 Debenture is required, such supplemental
indenture shall no t be effective until each ho lder o f the series 2 securities shall have co nsented to such supplemental indenture.

Discharg e and Defeasance

Ally may discharg e mo st o f its o blig atio ns to ho lders o f the Series 2 Debentures under the Amended and Restated Indenture if all
such Series 2 Debentures that have no t already been delivered to the indenture trustee fo r cancellatio n have beco me due and payable o r
are by their terms due and payable within o ne year, o r are to be called fo r redemptio n within o ne year. Ally discharg es its o blig atio ns by
depo siting with the indenture trustee an amo unt sufficient to pay when due the principal o f and premium, if any, and interest o n all
o utstanding Series 2 Debentures and to make any mandato ry scheduled installment payments thereo n when due.

Unless o therwise specified in this pro spectus relating to the Series 2 Debentures, Ally, at its o ptio n:

(i) will be released fro m any and all o blig atio ns in respect o f the Series 2 Debentures, which is kno wn as defeasance and
discharg e; o r

(ii) need no t co mply with certain co venants specified herein reg arding the Series 2 Debentures, which is kno wn as co venant
defeasance.

If Ally exercises its co venant defeasance o ptio n, the failure to co mply with any defeased co venant co ntained in the Amended and
Restated Indenture o r any supplemental indenture will no lo ng er be a default under the Amended and Restated Indenture.

To exercise either its defeasance and discharg e o r co venant defeasance o ptio n, Ally must:

(i) depo sit with the indenture trustee, in trust, cash o r U.S. g o vernment o blig atio ns in an amo unt sufficient to pay all the principal o f
and premium, if any, and any interest o n the Series 2 Debentures when such payments are due and deliver a written certificatio n o f a
natio nally reco g nized acco unting firm that the amo unt depo sited is sufficient; and

(ii) deliver an o pinio n o f co unsel (that, in the case o f a defeasance and discharg e, must be based upo n a ruling o r administrative
pro no uncement o f the Internal Revenue Service (the IRS), o r a chang e in applicable U.S. federal inco me tax law) to the effect that
the ho lders o f the Series 2 Debentures will no t reco g nize inco me, g ain o r lo ss fo r U.S. federal inco me tax purpo ses as a result o f such
depo sit o r defeasance and will be required to pay U.S. federal inco me tax in the same manner as if such defeasance had no t o ccurred.

When there is a defeasance and discharg e, the Amended and Restated Indenture will no lo ng er g o vern the Series 2 Debentures,
Ally will no lo ng er be liable fo r payment, and the ho lders o f such Series 2 Debentures will be entitled o nly to the depo sited funds. When
there is a co venant defeasance, ho wever, Ally will co ntinue to be o blig ated fo r payments when due if the depo sited funds are no t
sufficient to pay the ho lders.

The o blig atio ns under the Amended and Restated Indenture to pay all expenses o f the Trust relating to Series 2, to reg ister the
transfer o r exchang e o f Series 2 Debentures, to replace mutilated, defaced, destro yed, lo st o r sto len Series 2 Debentures, and to
maintain paying ag ents and ho ld mo nies fo r payment in trust will co ntinue even if Ally exercises its defeasance and discharg e o r
co venant defeasance o ptio n.

Co ncerning the Indenture T rustee

Ally and certain o f its subsidiaries may also maintain bank acco unts, bo rro w mo ney and have o ther custo mary co mmercial banking
o r investment banking relatio nships with the indenture trustee in the o rdinary co urse o f business.

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Co nso lidatio n, Merg er and Sale o f Assets

The Amended and Restated Indenture pro vides that Ally will no t co nso lidate with o r merg e into ano ther co rpo ratio n o r co nvey,
transfer o r lease its assets substantially as an entirety unless:

(i) the successo r is a co rpo ratio n o rg anized in the United States and expressly assumes the due and punctual payment o f the
principal o f, and premium, if any, and interest o n all the Series 1 Debentures and the Series 2 Debentures and the perfo rmance o f every
o ther co venant o f the Amended and Restated Indenture o n the part o f Ally; and

(ii) immediately thereafter no indenture default and no event that, after no tice o r lapse o f time, o r bo th, wo uld beco me an
indenture default with respect to either Series 1 Debentures o r Series 2 Debentures, shall have happened and be co ntinuing .

Upo n any such co nso lidatio n, merg er, co nveyance o r transfer, the successo r co rpo ratio n shall succeed to and be substituted fo r
and may exercise every rig ht and po wer o f Ally under the Amended and Restated Indenture. Thereafter the predecesso r co rpo ratio n
shall be relieved o f all o blig atio ns and co venants under the Amended and Restated Indenture and the Series 2 Debentures.

Bo o k- Entry and Settlement

The Series 2 Debentures will be issued in fully reg istered certificated fo rm witho ut interest co upo ns. If distributed to ho lders o f
the Series 2 Trust Preferred Securities in co nnectio n with the invo luntary o r vo luntary disso lutio n, winding -up o r liquidatio n o f Series 2
as a result o f the o ccurrence o f a Special Event, (i) any definitive certificates representing the Series 2 Debentures held by Series 2 o r
the institutio nal trustee fo r Series 2 will be presented to the institutio nal trustee in exchang e fo r o ne o r mo re g lo bal certificates
reg istered in the name o f the depo sitary o r its no minee in an ag g reg ate principal amo unt o f all o utstanding Series 2 Debentures issued
to Series 2 and (ii) any definitive certificates representing the Series 2 Trust Preferred Securities (except any Series 2 Trust Preferred
Securities held by DTC, its no minee o r any o ther clearing ag ency o r its no minee) will be deemed to represent beneficial interests in the
Series 2 Debentures having an ag g reg ate principal amo unt equal to the ag g reg ate liquidatio n amo unt o f, with an interest rate identical to
the distributio n rate o f, the Series 2 Trust Preferred Securities, and accrued and unpaid interest equal to accrued and unpaid distributio ns
o n such Series 2 Trust Preferred Securities until such certificates are presented to Ally o r its ag ent fo r transfer o r reissue.

Each g lo bal certificate is referred to as a g lo bal security. Except under the limited circumstances described belo w under
Disco ntinuance o f the Depo sitarys Services, the Series 2 Debentures represented by a g lo bal security will no t be exchang eable fo r,
and will no t o therwise be issuable as, the Series 2 Debentures in definitive fo rm. The g lo bal securities may no t be transferred except by
the depo sitary to a no minee o f the depo sitary o r by a no minee o f the depo sitary to the depo sitary o r ano ther no minee o f the
depo sitary o r to a successo r depo sitary o r its no minee.

The laws o f so me jurisdictio ns require that certain purchasers o f securities take physical delivery o f such securities in definitive
fo rm. These laws may impair the ability to transfer o r pledg e beneficial interests in a g lo bal security.

Except as pro vided belo w, o wners o f beneficial interests in a g lo bal security will no t be entitled to receive physical delivery o f the
Series 2 Debentures in definitive fo rm and will no t be co nsidered the ho lders, as defined in the Amended and Restated Indenture, o f the
g lo bal security fo r any purpo se under the Amended and Restated Indenture. A g lo bal security representing Series 2 Debentures is o nly
exchang eable fo r ano ther g lo bal security o f like deno minatio n and teno r to be reg istered in the name o f the depo sitary o r its no minee
o r to a successo r depo sitary o r its no minee. This means that each beneficial o wner must rely o n the pro cedures o f the depo sitary, o r if
such perso n is no t a participant, o n the pro cedures o f the participant thro ug h which such perso n o wns its interest, to exercise any rig hts
o f a ho lder under the Amended and Restated Indenture.

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T he Depo sitary

If the Series 2 Debentures are issued in the fo rm o f a g lo bal certificate, DTC will act as securities depo sitary fo r the Series 2
Debentures. As o f the date o f this pro spectus, the descriptio n in this pro spectus o f DTCs bo o k-entry system and DTCs practices as
they relate to purchases, transfers, no tices and payments relating to the Series 2 Trust Preferred Securities apply in all material respects
to any debt o blig atio ns represented by o ne o r mo re g lo bal securities held by DTC. Ally may appo int a successo r to DTC o r any
successo r depo sitary in the event DTC o r such successo r depo sitary is unable o r unwilling to co ntinue as a depo sitary fo r the g lo bal
securities. Fo r a descriptio n o f DTC and the specific terms o f the depo sitary arrang ements, see Descriptio n o f the Series 2 Trust
Preferred SecuritiesFo rm o f Certificates and Descriptio n o f the Series 2 Trust Preferred SecuritiesFo rm o f Certificates.

No ne o f Ally, the Trust, the indenture trustee, any paying ag ent and any o ther ag ent o f Ally o r the indenture trustee will have any
respo nsibility o r liability fo r any aspect o f the reco rds relating to o r payments made o n acco unt o f beneficial o wnership interests in a
g lo bal security fo r such Series 2 Debentures o r fo r maintaining , supervising o r reviewing any reco rds relating to such beneficial
o wnership interests.

Disco ntinuance o f the Depo sitarys Services

A g lo bal security shall be exchang eable fo r the Series 2 Debentures reg istered in the names o f perso ns o ther than the depo sitary
o r its no minee o nly if:

(i) the depo sitary no tifies Ally that it is unwilling o r unable to co ntinue as a depo sitary fo r the Series 1 Debentures and/o r the Series
2 Debentures and no successo r depo sitary shall have been appo inted within 90 days o f the depo sitary so no tifying Ally;

(ii) the depo sitary, at any time, ceases to be reg istered o r in g o o d standing under the Exchang e Act o r o ther applicable statute o r
reg ulatio n and no successo r depo sitary shall have been appo inted within 90 days o f Ally beco ming aware o f the co nditio n; o r

(iii) Ally, in its so le discretio n, determines that such g lo bal security shall be so exchang eable.

Any g lo bal security that is exchang eable pursuant to the preceding sentence shall be exchang eable fo r the Series 2 Debentures
reg istered in such names and in such autho rized deno minatio ns as the depo sitary shall direct. It is expected that such instructio ns will be
based upo n directio ns received by the depo sitary fro m its direct o r indirect participants o r o therwise relating to o wnership o f beneficial
interests in such g lo bal security.

Certain Co venants

If there shall have o ccurred and be co ntinuing a default under the Amended and Restated Indenture with respect to the Series 2
Debentures, o r Ally shall have g iven no tice o f its electio n to defer payments o f interest o n the Series 2 Debentures by extending the
interest payment perio d and such perio d, o r any extensio n o f such perio d, shall be co ntinuing , then:

(i) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t declare o r
pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment relating to , any o f
Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

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(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into prio r to o r
o n December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;

(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;

(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (o ther than a subsidiary that is a depo sito ry institutio n o r a subsidiary thereo f) will no t make any
payment o f interest, principal o r premium, if any, o n, o r repay, repurchase o r redeem any Junio r Subo rdinated Indebtedness o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f Junio r Subo rdinated Indebtedness in co nnectio n with the administratio n
o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in Junio r Subo rdinated Indebtedness fo r the
beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Junio r Subo rdinated Indebtedness fo r any o ther class
o r series o f Junio r Subo rdinated Indebtedness;

(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(e) any payment o f interest o n Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n the Series 2 Debentures
such that the respective amo unts o f such payments made shall bear the same ratio to each o ther as all accrued but unpaid interest
per like-amo unt o f Series 2 Debentures and all Junio r Subo rdinated Indebtedness bear to each o ther.

These restrictio ns, ho wever, will no t apply to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as that
o n which the dividend is being paid o r dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-o wned
subsidiary o f Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally.

So lo ng as the series 2 securities remain o utstanding , Ally will co venant to :

(i) directly o r indirectly maintain 100% o wnership o f the Series 2 Co mmo n Securities, unless a permitted successo r o f Ally
succeeds to Allys o wnership o f the Series 2 Co mmo n Securities;

(ii) no t vo luntarily disso lve, wind up o r terminate Series 2 o r the Trust, except in co nnectio n with:

(a) a distributio n o f the Series 2 Debentures upo n a Special Event; o r

(b) certain merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n;

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(iii) timely perfo rm its duties as spo nso r o f Series 2;

(iv) use its reaso nable effo rts to cause Series 2 to remain a statuto ry trust, except in co nnectio n with the distributio n o f the Series
2 Debentures to the ho lders o f series 2 securities in liquidatio n o f their interests in Series 2, the redemptio n o f all o f the o utstanding
series 2 securities, o r merg ers, co nso lidatio ns o r amalg amatio ns permitted by the Amended and Restated Declaratio n; and

(v) no t kno wing ly take any actio n that wo uld (x) cause the Trust o r Series 2 (as applicable) to be classified (a) as o ther than either
a g ranto r trust o r a partnership o r (b) as an entity taxable as a co rpo ratio n, in either case, fo r U.S. federal inco me tax purpo ses, o r
(y) materially reduce the likeliho o d o f the Trust o r Series 2 (as applicable) being classified as a g ranto r trust fo r U.S. federal inco me tax
purpo ses.

Go verning Law

The Amended and Restated Indenture and the Series 2 Debentures fo r all purpo ses are g o verned by and co nstrued in acco rdance
with the laws o f the State o f New Yo rk.

Fees and Expenses

The Amended and Restated Indenture pro vides that Ally will pay certain fees and expenses o f Series 2, including all fees and
expenses related to :

(i) the co sts and expenses o f Series 2 including , but no t limited to , the co sts and expenses related to the o rg anizatio n o f the
Trust;

(ii) the fees and expenses o f the institutio nal trustee, the administrative trustees fo r Series 2 and the Delaware trustee;

(iii) the co sts and expenses relating to the o peratio n, maintenance and disso lutio n o f Series 2; and

(iv) the enfo rcement by the institutio nal trustee fo r Series 2 o f the rig hts o f the ho lders o f the Series 2 Trust Preferred Securities.

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DESCRIPT ION OF T HE GUARANT EES

Set fo rth belo w is a summary o f info rmatio n co ncerning the Amended and Restated Guarantee Ag reements that will be executed
and delivered by Ally fo r the benefit o f the ho lders o f Trust Preferred Securities. The Bank o f New Yo rk Mello n will be acting as the
g uarantee trustee fo r each o f the Series 1 Guarantee and the Series 2 Guarantee. The terms o f the Guarantees are tho se set fo rth in the
Amended and Restated Guarantee Ag reements and tho se made part o f the Guarantees by the Trust Indenture Act. The summary is no t
intended to be co mplete and is qualified in all respects by the pro visio ns o f the Amended and Restated Guarantee Ag reements, the
fo rms o f which are filed as exhibits to the reg istratio n statement o f which this pro spectus fo rms a part, and the Trust Indenture Act. The
Guarantee fo r each series o f Trust Preferred Securities is held by the g uarantee trustee fo r that series o f Guarantee fo r the benefit o f
the ho lders o f the respective series o f Trust Preferred Securities.

General

Pursuant to and to the extent set fo rth in the Amended and Restated Guarantee Ag reements, Ally irrevo cably and unco nditio nally
ag rees to pay in full to the ho lders o f each series o f Trust Preferred Securities, except to the extent paid by the respective series o f
the Trust, as and when due, to the extent the relevant series o f the Trust has funds available, reg ardless o f any defense, rig ht o f set-o ff
o r co unterclaim that such series o f the Trust may have o r assert, the fo llo wing payments, which are referred to as g uarantee
payments, witho ut duplicatio n:

(i) any accrued and unpaid distributio ns that are required to be paid o n a series o f Trust Preferred Securities, to the extent that the
relevant series o f the Trust has funds available fo r such distributio ns;

(ii) the relevant redemptio n price per Trust Preferred Security, plus all accrued and unpaid distributio ns to the date o f redemptio n,
to the extent that the relevant series o f the Trust has funds available fo r such redemptio ns, relating to any Trust Preferred Securities o f
that series called fo r redemptio n by the relevant series o f the Trust; and

(iii) upo n a vo luntary o r invo luntary disso lutio n, winding -up o r terminatio n o f a series o f the Trust, o ther than in co nnectio n with the
distributio n o f the respective series o f Debentures to the ho lders o f the respective series o f Trust Preferred Securities, o r the
redemptio n o f all o f the respective series o f Trust Preferred Securities upo n the maturity o r redemptio n o f all o f the co rrespo nding
series o f Debentures, the lesser o f:

(a) the ag g reg ate o f the liquidatio n amo unt and all accrued and unpaid distributio ns with respect to such series o f Trust
Preferred Securities to the date o f payment, o r

(b) the amo unt o f assets o f the relevant series o f the Trust remaining underlying such series o f Trust Preferred Securities fo r
distributio n to ho lders o f that series o f Trust Preferred Securities in liquidatio n o f such series.

Allys o blig atio n to make a g uarantee payment may be satisfied by direct payment o f the required amo unts by Ally to the ho lders
o f Trust Preferred Securities o r by causing the Trust with respect to such series to pay such amo unts to such ho lders.

The Guarantees do no t apply to any payment o f distributio ns o r redemptio n price, o r to payments upo n the disso lutio n, winding -
up o r terminatio n o f the relevant series o f the Trust, except to the extent such series o f Trust has funds available fo r such payments. If
Ally do es no t make interest payments o n a series o f Debentures, the co rrespo nding series o f the Trust will no t pay distributio ns o n the
co rrespo nding series o f Trust Preferred Securities and will no t have funds available fo r such payments. Allys o blig atio ns in respect o f
the Guarantees are subo rdinated, bo th in liquidatio n and in prio rity o f payment, to Senio r Indebtedness o f Ally to the same extent that
the Debentures are subo rdinated to Senio r Indebtedness o f Ally. See Descriptio n o f the Series 1 Debentures and Descriptio n o f the
Series 2 Debentures.

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Impo rtant Co venants o f Ally

In the Amended and Restated Guarantee Ag reements, Ally co venants that, so lo ng as any Trust Preferred Securities o f either
series remain o utstanding , if there shall have o ccurred and is co ntinuing any event that wo uld co nstitute a default under the Amended and
Restated Indenture with respect to such series o f the Debentures, then:

(i) Ally and any o f its subsidiaries (except a subsidiary that is a depo sito ry institutio n o r a subsidiary o f a depo sito ry institutio n) will
no t declare o r pay any dividend o n, make any distributio ns relating to , o r redeem, purchase, acquire o r make a liquidatio n payment
relating to , any o f Allys capital sto ck o r make any g uarantee payment with respect thereto o ther than:

(a) redemptio ns, purchases, o r o ther acquisitio ns o f shares o f capital sto ck o f Ally in co nnectio n with the administratio n o f
any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in capital sto ck o f Ally fo r the beneficial o wnership
o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f Allys capital sto ck fo r any o ther class o r series o f
Allys capital sto ck, in each case, so lely to the extent required pursuant to binding co ntractual ag reements entered into o n o r prio r
to December 30, 2009 o r any subsequent ag reement fo r the accelerated exercise, settlement o r exchang e thereo f fo r capital
sto ck o f Ally;

(d) distributio ns by o r amo ng any who lly-o wned subsidiary o f Ally;

(e) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(f) unpaid tax distributio ns to ho lders o f membership interests o f GMAC LLC pursuant to Sectio n 4 (b) o f GMAC LLCs Plan
o f Co nversio n, dated June 30, 2009; and

(ii) Ally and any o f its subsidiaries (except a subsidiary that is a depo sito ry institutio n o r a subsidiary o f a depo sito ry institutio n) will
no t make any payment o f interest, principal o r premium, if any, o n, o r repay, repurchase o r redeem, any Junio r Subo rdinated
Indebtedness co rrespo nding to the series o f Debentures in default o ther than:

(a) redemptio ns, purchases o r o ther acquisitio ns o f that series o f Junio r Subo rdinated Indebtedness in co nnectio n with the
administratio n o f any emplo yee benefit plan in the o rdinary co urse o f business and co nsistent with past practice;

(b) the acquisitio n by Ally o r any o f its subsidiaries o f reco rd o wnership in that series o f Junio r Subo rdinated Indebtedness
fo r the beneficial o wnership o f any o ther perso ns (o ther than Ally o r any o f its subsidiaries), including trustees o r custo dians;

(c) as a result o f an exchang e o r co nversio n o f any class o r series o f that series o f Junio r Subo rdinated Indebtedness fo r any
o ther class o r series o f that series o f Junio r Subo rdinated Indebtedness;

(d) redemptio ns o f securities held by Ally o r any who lly-o wned subsidiary o f Ally; and

(e) any payment o f interest o n that series o f Junio r Subo rdinated Indebtedness paid pro rata with interest paid o n that series
o f the Debentures such that the respective amo unts o f such payments made shall

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Table of Cont ent s

bear the same ratio to each o ther as all accrued but unpaid interest per like-amo unt o f Debentures and all that series o f Junio r
Subo rdinated Indebtedness bear to each o ther.

The abo ve restrictio ns, ho wever, will no t apply to any sto ck dividends paid by Ally where the dividend sto ck is the same sto ck as that
o n which the dividend is being paid, o r dividends o r distributio ns by o r o ther transactio ns so lely amo ng Ally and any who lly-o wned
subsidiary o f Ally o r so lely amo ng who lly-o wned subsidiaries o f Ally.

Mo dificatio n o f the Guarantees; Assig nment

With respect to each o f Series o f Trust Preferred Securities, the respective Guarantee may be amended o nly with the prio r
appro val o f the ho lders o f no t less than a majo rity in ag g reg ate liquidatio n amo unt o f the o utstanding Trust Preferred Securities o f that
series. No appro val will be required, ho wever, fo r any chang es that do no t adversely affect the rig hts o f ho lders o f that series o f Trust
Preferred Securities. The Amended and Restated Guarantee Ag reements shall be binding upo n and inure to the benefit o f the
successo rs and permitted assig ns o f Ally. The Guarantees are no t assig nable witho ut the prio r written co nsent o f all o ther parties to the
Amended and Restated Guarantee Ag reement, except in limited circumstances permitted by the Amended and Restated Indenture.

Events o f Default

An event o f default under the Guarantees with respect to a series o f the Trust will o ccur upo n the failure o f Ally to perfo rm any o f
its payment o r o ther o blig atio ns with respect to such series required by the Amended and Restated Guarantee Ag reements. The ho lders
o f a majo rity in ag g reg ate liquidatio n amo unt o f the Trust Preferred Securities o f the relevant series have the rig ht to direct the time,
metho d and place o f co nducting any pro ceeding fo r any remedy available to the g uarantee trustee fo r that series in respect o f the
relevant Guarantee o r to direct the exercise o f any trust o r po wer co nferred upo n the g uarantee trustee fo r that series in respect o f the
relevant Guarantee, unless (i) such directio n is in co nflict with any rule o f law o r with the relevant Amended and Restated Guarantee
Ag reement; o r (ii) the g uarantee trustee fo r such series declines to fo llo w any such directio n because it determines in g o o d faith that
the pro ceeding so directed wo uld invo lve the g uarantee trustee in perso nal liability, ag ainst which adequate indemnity, in its o pinio n, has
no t been pro vided.

If the g uarantee trustee fo r a series o f Guarantee fails to enfo rce its rig hts under the relevant Amended and Restated Guarantee
Ag reement, any ho lder o f related Trust Preferred Securities may directly sue Ally to enfo rce the g uarantee trustees rig hts under the
relevant Amended and Restated Guarantee Ag reement witho ut first suing the Trust, the g uarantee trustee o r any o ther perso n o r entity.
A ho lder o f Trust Preferred Securities may also directly sue Ally to enfo rce such ho lders rig ht to receive payment under the relevant
Amended and Restated Guarantee Ag reement witho ut first (i) directing the g uarantee trustee fo r the relevant series o f Guarantee to
enfo rce the terms o f the relevant Amended and Restated Guarantee Ag reement o r (ii) suing the Trust o r any o ther perso n o r entity.

Ally will be required to pro vide to the g uarantee trustee o f each series with such do cuments, repo rts and info rmatio n as required
by the Trust Indenture Act.

Info rmatio n Co ncerning the Guarantee T rustee

Prio r to the o ccurrence o f a default relating to the Guarantee fo r a series o f Trust Preferred Securities, the g uarantee trustee fo r
that series o f trust securities undertakes to perfo rm o nly such duties as are specifically set fo rth in the relevant Amended and Restated
Guarantee Ag reement. If such a default has o ccurred and has no t been cured o r waived, such g uarantee trustee will exercise the rig hts
and po wers vested in it by the relevant Amended and Restated Guarantee Ag reement with the same deg ree o f care as a prudent
individual wo uld exercise in the co nduct o f his o r her o wn affairs. Pro vided that the fo reg o ing requirements have been met with respect
to a series, the g uarantee trustee fo r each series is under no o blig atio n to exercise any o f the po wers

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Table of Cont ent s

vested in it by the respective Amended and Restated Guarantee Ag reement at the request o f any ho lder o f the relevant series o f Trust
Preferred Securities unless it is o ffered security and indemnity reaso nably satisfacto ry to it ag ainst the co sts, expenses and liabilities
that mig ht be incurred thereby. Ho wever, the fo reg o ing shall no t relieve such g uarantee trustee, upo n the o ccurrence o f an event o f
default, o f its o blig atio ns to exercise the rig hts and po wers vested in it by the relevant Amended and Restated Guarantee Ag reement.

T erminatio n o f the Guarantees

The Guarantee with respect to a particular series will terminate upo n full payment o f the redemptio n price o f all Trust Preferred
Securities o f that series, upo n distributio n o f the Debentures o f that series to ho lders o f the Trust Preferred Securities o f that series, o r
upo n full payment o f the amo unts payable with respect to that series in acco rdance with the Amended and Restated Declaratio n upo n
liquidatio n o f that series. The Guarantee with respect to a particular series will co ntinue to be effective o r will be reinstated, as the case
may be, if at any time any ho lder o f Trust Preferred Securities o f that series must resto re payment o f any sums paid under that series o f
Trust Preferred Securities o r the relevant Amended and Restated Guarantee Ag reement.

Status o f the Guarantees

The Guarantees co nstitute an unsecured o blig atio n o f Ally and ranks:

junio r in liquidatio n and in prio rity o f payment to all Senio r Indebtedness o f Ally to the same extent pro vided in the Amended
and Restated Indenture with respect to the respective series o f Debentures; and

equally with all o ther enhanced trust preferred security g uarantees and related junio r subo rdinated debt securities that Ally
issues in the future.

The terms o f the Trust Preferred Securities pro vide that each ho lder o f Trust Preferred Securities o f any series by acceptance o f
such securities ag rees to the subo rdinatio n pro visio ns and o ther terms o f the relevant Amended and Restated Guarantee Ag reement.

The Guarantees co nstitute a g uarantee o f payment and no t o f co llectio n. This means that the g uaranteed party may directly sue
Ally to enfo rce its rig hts under the Guarantees witho ut suing any o ther perso n o r entity.

Go verning Law

The Amended and Restated Guarantee Ag reements fo r all purpo ses are g o verned by and co nstrued in acco rdance with the laws o f
the State o f New Yo rk.

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EFFECT OF OBLIGAT IONS UNDER T HE DEBENT URES AND T HE GUARANT EES

As set fo rth in the Amended and Restated Declaratio n, the purpo se o f each series o f the Trust is to issue the Trust Preferred
Securities and Co mmo n Securities and to invest the pro ceeds fro m such issuance in the respective series o f Debentures.

As lo ng as payments o f interest and o ther payments are made when due o n a series o f the Debentures, such payments will be
sufficient to co ver the distributio ns and payments due o n the co rrespo nding series o f Trust Preferred Securities and Co mmo n
Securities. This is due to the fo llo wing facto rs:

the ag g reg ate principal amo unt o f each series o f Debentures is equal to the ag g reg ate stated liquidatio n amo unt o f the
co rrespo nding series o f Trust Preferred Securities and Co mmo n Securities;

the interest rate and the interest and o ther payment dates o n each series o f the Debentures match the distributio n rate and
distributio n and o ther payment dates fo r the co rrespo nding series o f Trust Preferred Securities;

under the Amended and Restated Indenture, Ally will pay, and no series o f the Trust will be o blig ated to pay, directly o r
indirectly, any co sts, expenses, debts and o blig atio ns o f the Trust o ther than tho se relating to the Trust Preferred Securities
and Co mmo n Securities; and

the Amended and Restated Declaratio n further pro vides that the administrative trustees fo r each series may no t cause o r
permit the respective series to eng ag e in any activity that is no t co nsistent with the purpo ses o f such series.

Payments o f distributio ns with respect to a series o f Trust Preferred Securities, to the extent that series o f the Trust has funds
available, and o ther payments due o n a series o f Trust Preferred Securities, to the extent that series o f the Trust has funds available, are
g uaranteed by Ally to the extent described in this pro spectus. If Ally do es no t make interest payments o n a series o f Debentures, the
respective series will no t have sufficient funds to pay distributio ns o n the co rrespo nding series o f Trust Preferred Securities. The
Guarantee fo r each series o f Trust Preferred Securities is a subo rdinated g uarantee in relatio n to that series o f Trust Preferred
Securities. The Guarantee fo r a series o f Trust Preferred Securities do es no t apply to any payment o f distributio ns with respect to that
series o f Trust Preferred Securities unless and until that series o f the Trust has sufficient funds fo r the payment o f such distributio ns.
See Descriptio n o f the Guarantees.

The Guarantee fo r any series o f Trust Preferred Securities co vers the payment o f distributio ns and o ther payments o n that series
o f Trust Preferred Securities o nly if and to the extent that Ally has made a payment o f interest o r principal o r o ther payments o n the
co rrespo nding series o f Debentures. The Guarantees, when taken to g ether with Allys o blig atio ns under the Debentures and pursuant to
the Amended and Restated Indenture and its o blig atio ns under the Amended and Restated Declaratio n, pro vide a full and unco nditio nal
g uarantee o f distributio ns, redemptio n payments and liquidatio n payments o n the Trust Preferred Securities.

If Ally fails to make interest o r o ther payments o n a series o f Debentures when due, taking acco unt o f any extensio n perio d, the
Amended and Restated Declaratio n allo ws the ho lders o f the co rrespo nding series o f Trust Preferred Securities to direct the
institutio nal trustee fo r that series o f trust securities to enfo rce its rig hts under the co rrespo nding series o f Debentures. If such
institutio nal trustee fails to enfo rce these rig hts, any ho lder o f that series o f Trust Preferred Securities may directly sue Ally to enfo rce
such rig hts witho ut first suing such institutio nal trustee o r any o ther perso n o r entity. See Descriptio n o f the Series 1 Trust Preferred
SecuritiesDeclaratio n Defaults and Vo ting Rig hts and Descriptio n o f the Series 2 Trust Preferred SecuritiesDeclaratio n
Defaults and Vo ting Rig hts. Altho ug h vario us events may co nstitute defaults under the Amended and Restated Indenture, a default
that is no t an event o f default with respect to a series o f Debentures will no t trig g er the acceleratio n o f principal and interest o n such
series o f Debentures. An acceleratio n o f

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Table of Cont ent s

principal and interest with respect to a series o f Trust Preferred Securities will o ccur o nly upo n Allys failure to pay in full all interest
accrued o n such series o f Trust Preferred Securities upo n the co nclusio n o f an extensio n perio d o f 20 co nsecutive quarters o r as a
result o f specified events o f bankruptcy, inso lvency o r reo rg anizatio n o f Ally. See Descriptio n o f the Series 1 DebenturesIndenture
Events o f Default and Acceleratio n and Descriptio n o f the Series 2 DebenturesIndenture Events o f Default and Acceleratio n.

A ho lder o f Trust Preferred Securities o f a particular series may institute a direct actio n if a declaratio n default has o ccurred with
respect to that series o f Trust Preferred Securities and is co ntinuing and such event is attributable to the failure o f Ally to pay interest o r
principal o n the co rrespo nding series o f Debentures o n the date such interest o r principal is o therwise payable. A direct actio n may be
bro ug ht witho ut first (1) directing the institutio nal trustee fo r the relevant series o f trust securities to enfo rce the terms o f the
co rrespo nding series o f Debentures o r (2) suing Ally to enfo rce the institutio nal trustees rig hts under the co rrespo nding series o f
Debentures. In co nnectio n with such direct actio n, Ally will be subro g ated to the rig hts o f such ho lder o f Trust Preferred Securities
under the Amended and Restated Declaratio n to the extent o f any payment made by Ally to such ho lder o f Trust Preferred Securities.
Co nsequently, Ally will be entitled to payment o f amo unts that a ho lder o f Trust Preferred Securities receives in respect o f an unpaid
distributio n to the extent that such ho lder receives o r has already received full payment relating to such unpaid distributio n fro m the
Trust.

Ally ackno wledg es that the g uarantee trustee fo r a series o f Guarantee will enfo rce the Guarantee o n behalf o f the ho lders o f that
series o f Trust Preferred Securities. If Ally fails to make payments under the Guarantee with respect to a series o f Trust Preferred
Securities, the Guarantee allo ws the ho lders o f that series o f Trust Preferred Securities to direct the g uarantee trustee fo r that series o f
Guarantee to enfo rce its rig hts thereunder. If that g uarantee trustee fails to enfo rce the Guarantee, any ho lder o f that series o f Trust
Preferred Securities may directly sue Ally to enfo rce that g uarantee trustees rig hts under the Guarantee. Such ho lder need no t first sue
the respective series o f the Trust, the g uarantee trustee fo r that series o f Guarantee, o r any o ther perso n o r entity. A ho lder o f Trust
Preferred Securities may also directly sue Ally to enfo rce such ho lders rig ht to receive payment under the Guarantee fo r that series o f
Trust Preferred Securities. Such ho lder need no t first (i) direct the g uarantee trustee fo r that series o f Guarantee to enfo rce the terms
o f the Guarantee o r (ii) sue the Trust o r any o ther perso n o r entity.

Ally and the Trust believe that the abo ve mechanisms and o blig atio ns, taken to g ether, are equivalent to a full and unco nditio nal
g uarantee by Ally o f payments due o n the Trust Preferred Securities. See Descriptio n o f the GuaranteesGeneral.

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Table of Cont ent s

USE OF PROCEEDS

Ally will no t receive any pro ceeds fro m the sale o f the securities. All pro ceeds o f any sale will g o to the selling securityho lders.

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SELLING SECURIT YHOLDERS

The selling securityho lders may include (i) Treasury, which acquired all o f the Trust Preferred Securities fro m us as described in
Summary, and (ii) any o ther perso n o r perso ns ho lding Trust Preferred Securities to who m Treasury has transferred its reg istratio n
rig hts under the terms o f the Purchase Ag reement. Treasury is required to no tify us in writing o f any such transfer o f its reg istratio n
rig hts within ten days after the transfer, including the name and address o f the transferee and the number and type o f securities with
respect to which the reg istratio n rig hts have been assig ned. As o f the date o f this pro spectus, Treasury has no t no tified us o f any such
transfer. Acco rding ly, Treasury currently ho lds 100% o f the o utstanding 8.00% trust preferred securities and, immediately fo llo wing
the Desig natio n, will ho ld reco rd and beneficial o wnership o f 100% o f each o f the Series 1 Trust Preferred Securities and the Series 2
Trust Preferred Securities. Ho wever, Treasury has no tified us o f its intentio n to distribute all o r a po rtio n o f the Series 2 Trust Preferred
Securities that it will o wn fo llo wing the Desig natio n to the public in an underwritten o ffering .

The securities to be o ffered under this pro spectus fo r the acco unt o f the selling securityho lders include Series 1 Trust Preferred
Securities and Series 2 Trust Preferred Securities.

This pro spectus is part o f a reg istratio n statement that we filed with the SEC using a shelf reg istratio n pro cess. Under this shelf
reg istratio n pro cess, the selling securityho lders may fro m time to time sell o r o therwise dispo se o f the securities described in this
pro spectus in o ne o r mo re o ffering s. Each time the selling securityho lders sell securities under this reg istratio n statement, we will
pro vide a pro spectus supplement that will co ntain specific info rmatio n abo ut the terms o f that o ffering if and when necessary. Fo r
purpo ses o f this pro spectus, we have assumed that, after co mpletio n o f the o ffering o r series o f o ffering s, no ne o f the securities
o ffered by this pro spectus will be held by the selling securityho lders.

We do no t kno w when o r in what amo unts the selling securityho lders may o ffer the securities fo r sale. The selling securityho lders
mig ht no t sell any o r all o f the securities o ffered by this pro spectus. Because the selling securityho lders may o ffer all o r so me o f the
securities pursuant to this o ffering , we canno t estimate the number o f the securities that will be held by the selling securityho lders after
co mpletio n o f the o ffering .

The o nly po tential selling securityho lder who se identity we are currently aware o f is Treasury. Our relatio nship with Treasury
includes, amo ng o ther thing s, (i) the transactio ns and arrang ements entered into in co nnectio n with Treasurys acquisitio n o f Trust
Preferred Securities fro m the Trust and Ally, (ii) the transactio ns and arrang ements entered into in co nnectio n with Treasurys
acquisitio n o f appro ximately $11.4 billio n in ag g reg ate liquidatio n preference o f o ur Fixed Rate Cumulative Mandato rily Co nvertible
Preferred Sto ck, Series F-2 and the recent co nversio n o f 110,000,000 shares o f Allys Fixed Rate Cumulative Mandato rily Co nvertible
Preferred Sto ck, Series F-2 into 531,850 shares o f Allys co mmo n sto ck; (iii) the arrang ements established by the Amended and
Restated Go vernance Ag reement, dated as o f May 21, 2009, by and amo ng Ally, Treasury and Allys o ther co mmo n sto ckho lders (the
Go vernance Ag reement); (iv) the Master Transactio n Ag reement entered into amo ng Ally, Treasury, Chrysler and U.S. Dealer
Auto mo tive Receivables Transitio n LLC o n May 21, 2009, in co nnectio n with the Master Auto mo tive Financing Ag reement between
Ally and Chrysler; and (5) Treasurys o wnership o f appro ximately 73.8% o f Allys o utstanding co mmo n sto ck.

Allys o peratio ns are reg ulated by vario us U.S. g o vernmental autho rities, including in certain respects, by Treasury. Additio nally,
as o f February 25, 2011, Treasury held 981,971 shares o f Allys co mmo n sto ck, 118,750,000 shares o f Fixed Rate Cumulative
Mandato rily Co nvertible Preferred Sto ck, Series F-2 and 2,667,000 trust preferred securities o f the Trust. Treasury and Ally are also
parties to certain ag reements.

The fo llo wing descriptio n o f Treasury was pro vided by Treasury and derived fro m Treasurys website. Treasury is the executive
ag ency o f the U.S. g o vernment respo nsible fo r pro mo ting eco no mic pro sperity and ensuring the financial security o f the United
States. Treasury is respo nsible fo r a wide rang e o f activities, such as advising the President o n eco no mic and financial issues,
enco urag ing sustainable eco no mic g ro wth and fo stering

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impro ved g o vernance in financial institutio ns. Treasury o perates and maintains systems that are critical to the natio ns financial
infrastructure, such as the pro ductio n o f co in and currency, the disbursement o f payments to the American public, revenue co llectio n
and the bo rro wing o f funds necessary to run the federal g o vernment. Treasury wo rks with o ther federal ag encies, fo reig n g o vernments
and internatio nal financial institutio ns to enco urag e g lo bal eco no mic g ro wth, raise standards o f living and, to the extent po ssible,
predict and prevent eco no mic and financial crises. Treasury also perfo rms a critical and far-reaching ro le in enhancing natio nal security
by implementing eco no mic sanctio ns ag ainst fo reig n threats to the United States, identifying and targ eting the financial suppo rt
netwo rks o f natio nal security threats and impro ving the safeg uards o f o ur financial systems. In additio n, under EESA, Treasury was
g iven certain autho rity and facilities to resto re the liquidity and stability o f the financial system.

Go vernmental Immunity

The do ctrine o f so vereig n immunity, as limited by the Federal To rt Claims Act, as amended (the FTCA), pro vides that claims
may no t be bro ug ht ag ainst the United States o r any ag ency o r instrumentality thereo f unless specifically permitted by act o f Co ng ress.
The FTCA bars claims fo r fraud o r misrepresentatio n. The co urts have held, in cases invo lving federal ag encies and instrumentalities,
that the United States may assert its so vereig n immunity to claims bro ug ht under the federal securities laws. Thus, any attempt to assert
a claim ag ainst Treasury alleg ing a vio latio n o f the federal securities laws, including the Securities Act and the Exchang e Act, resulting
fro m an alleg ed material misstatement in o r material o missio n fro m this pro spectus o r the Reg istratio n Statement o n Fo rm S-3 o f
which this pro spectus is a part, o r any o ther act o r o missio n in co nnectio n with any o ffering by Treasury to which this pro spectus
relates, likely wo uld be barred. In additio n, Treasury has advised us that Treasury and its members, o fficers, ag ents and emplo yees are
exempt fro m liability fo r any vio latio n o r alleg ed vio latio n o f the anti-fraud pro visio ns o f Sectio n 10(b) o f the Exchang e Act by virtue
o f Sectio n 3(c) thereo f. Acco rding ly, any attempt to assert such a claim ag ainst the members, o fficers, ag ents o r emplo yees o f
Treasury fo r a vio latio n o f the Securities Act o r the Exchang e Act resulting fro m an alleg ed material misstatement in o r material
o missio n fro m this pro spectus o r the Reg istratio n Statement o n Fo rm S-3 o f which this pro spectus is a part o r resulting fro m any o ther
act o r o missio n in co nnectio n with any o ffering by Treasury to which this pro spectus relates likely wo uld be barred.

Info rmatio n abo ut the selling securityho lders may chang e o ver time and chang ed info rmatio n will be set fo rth in supplements to
this pro spectus if and when necessary.

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PLAN OF DIST RIBUT ION

The selling securityho lders may sell all o r a po rtio n o f the securities beneficially o wned by them and o ffered by this pro spectus
fro m time to time directly o r thro ug h o ne o r mo re underwriters, bro ker-dealers o r ag ents. If securities are so ld thro ug h underwriters o r
bro ker-dealers, the selling securityho lders will be respo nsible fo r underwriting disco unts o r co mmissio ns o r ag ents co mmissio ns. The
securities may be so ld in o ne o r mo re transactio ns at fixed prices, at prevailing market prices at the time o f the sale, at varying prices
determined at the time o f sale, o r at neg o tiated prices. These sales may be effected in transactio ns that may invo lve cro sses o r blo ck
transactio ns. The selling securityho lders may use any o ne o r mo re o f the fo llo wing metho ds when selling Trust Preferred Securities:

o n any natio nal securities exchang e o r quo tatio n service o n which the securities may be listed o r quo ted at the time o f sale;

in the o ver-the-co unter market;

in transactio ns o ther than o n these exchang es o r systems o r in the o ver-the-co unter market;

thro ug h the writing o f o ptio ns, whether such o ptio ns are listed o n an o ptio ns exchang e o r o therwise;

o rdinary bro kerag e transactio ns and transactio ns in which the bro ker-dealer so licits purchasers;

blo ck trades in which the bro ker-dealer will attempt to sell the units as ag ent but may po sitio n and resell a po rtio n o f the blo ck
as principal to facilitate the transactio n;

purchases by a bro ker-dealer as principal and resale by the bro ker-dealer fo r its acco unt;

an exchang e distributio n in acco rdance with the rules o f the applicable exchang e;

privately neg o tiated transactio ns;

bro ker-dealers may ag ree with the selling securityho lders to sell a specified number o f such units at a stipulated price per
unit;

a co mbinatio n o f any such metho ds o f sale; o r

any o ther metho d permitted pursuant to applicable law.

The selling securityho lders may also sell securities under Rule 14 4 under the Securities Act, if available, rather than under this
pro spectus.

Bro ker-dealers eng ag ed by the selling securityho lders may arrang e fo r o ther bro kers-dealers to participate in sales. If the selling
securityho lders effect such transactio ns by selling securities to o r thro ug h underwriters, bro ker-dealers o r ag ents, such underwriters,
bro ker-dealers o r ag ents may receive co mmissio ns in the fo rm o f disco unts, co ncessio ns o r co mmissio ns fro m the selling
securityho lders, o r co mmissio ns fro m purchasers o f the securities fo r who m they may act as ag ent o r to who m they may sell as
principal. These disco unts, co ncessio ns o r co mmissio ns as to any particular underwriter, bro ker-dealer o r ag ent will be in amo unts to be
neg o tiated, which are no t expected to be in excess o f tho se custo mary in the types o f transactio ns invo lved.

In co nnectio n with sales o f securities, the selling securityho lders may enter into hedg ing transactio ns with bro ker-dealers o r o ther
financial institutio ns. The selling securityho lders may also lo an o r pledg e securities to bro ker-dealers that in turn may sell such units. The
selling securityho lders may also enter into o ptio n o r o ther

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transactio ns with bro ker-dealers o r o ther financial institutio ns o r the creatio n o f o ne o r mo re derivative securities that require the
delivery to such bro ker-dealer o r o ther financial institutio n o f units o ffered by this pro spectus, which units such bro ker-dealer o r o ther
financial institutio n may resell pursuant to this pro spectus (as supplemented o r amended to reflect such transactio n).

The selling securityho lders may pledg e o r g rant a security interest in so me o r all o f the securities o wned by them and, if they
default in the perfo rmance o f their secured o blig atio ns, the pledg ees o r secured parties may o ffer and sell the securities fro m time to
time pursuant to this pro spectus o r any amendment o r supplement to this pro spectus under Rule 4 24 (b)(3) o r o ther applicable
pro visio n o f the Securities Act, amending , if necessary, the identificatio n o f selling securityho lders to include the pledg ee, transferee
o r o ther successo rs in interest as selling securityho lders under this pro spectus. The selling securityho lders also may transfer and do nate
the securities in o ther circumstances in which case the transferees, do nees, pledg ees o r o ther successo rs in interest will be the selling
beneficial o wners fo r purpo ses o f this pro spectus.

The selling securityho lders and any bro ker-dealer participating in the distributio n o f the securities may be deemed to be
underwriters within the meaning o f the Securities Act, and any co mmissio n paid, o r any disco unts o r co ncessio ns allo wed to , any
such bro ker-dealer may be deemed to be underwriting co mmissio ns o r disco unts under the Securities Act. At the time a particular
o ffering o f securities is made, a pro spectus supplement, if required, will be distributed that will set fo rth (i) the name o f each such
selling securityho lder and o f the participating bro ker-dealer(s), (ii) the number o f securities invo lved, (iii) the price at which such
securities were so ld, (iv) the co mmissio ns paid o r disco unts o r co ncessio ns allo wed to such bro ker-dealer(s), where applicable, and
(v) any o ther facts material to the transactio n.

The ag g reg ate pro ceeds to the selling securityho lders fro m the sale o f the securities will be the purchase price o f the securities
less disco unts and co mmissio ns, if any.

Under the securities laws o f so me states, the securities co vered by this pro spectus may be so ld in such states o nly thro ug h
reg istered o r licensed bro kers o r dealers. In additio n, in so me states the securities may no t be so ld unless such units have been
reg istered o r qualified fo r sale in such state o r an exemptio n fro m reg istratio n o r qualificatio n is available and is co mplied with.

There can be no assurance that any selling securityho lder will sell any o r all o f the securities reg istered pursuant to the reg istratio n
statement o f which this pro spectus fo rms a part.

If a selling securityho lder uses this pro spectus fo r any sale o f securities, it will be subject to the pro spectus delivery requirements
o f the Securities Act. The selling securityho lders and any o ther perso n participating in such distributio n will be subject to applicable
pro visio ns o f the Exchang e Act and the rules and reg ulatio ns thereunder, including , witho ut limitatio n, Reg ulatio n M under the Exchang e
Act, which may limit the timing o f purchases and sales o f any o f the securities by the selling securityho lders and any o ther participating
perso n. Reg ulatio n M may also restrict the ability o f any perso n eng ag ed in the distributio n o f securities to eng ag e in market-making
activities with respect to such securities. All o f the fo reg o ing may affect the marketability o f the securities co vered by this pro spectus
and the ability o f any perso n o r entity to eng ag e in market-making activities with respect to such securities.

Pursuant to the Purchase Ag reement, we will pay substantially all expenses o f the reg istratio n o f the securities co vered by this
pro spectus, including , witho ut limitatio n, SEC filing fees and expenses o f co mpliance with state securities o r blue sky laws;
pro vided, ho wever, that a selling securityho lder will pay all underwriting disco unts and selling co mmissio ns, if any. We will indemnify
the selling securityho lders ag ainst liabilities, including so me liabilities under the Securities Act, in acco rdance with the Purchase
Ag reement, o r the selling securityho lders will be entitled to co ntributio n. We have ag reed under the Purchase Ag reement to cause such
o f o ur manag ers and senio r executive o fficers to execute custo mary lo ck-up ag reements in such fo rm and fo r such time perio d up to
90 days as may be requested by a manag ing underwriter with respect to an underwritten o ffering o f securities co vered by this
pro spectus.

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LEGAL MAT T ERS

Richards, Layto n & Fing er, P.A., special Delaware co unsel to the Trust, has o pined o n certain matters o f Delaware law relating to
the validity o f the Trust Preferred Securities. Davis Po lk & Wardwell LLP has o pined o n certain matters o f New Yo rk law relating to the
validity o f the Debentures and the Guarantees.

EXPERT S

The co nso lidated financial statements o f Ally, as o f December 31, 2010 and 2009, and fo r each o f the three years in the perio d
ended December 31, 2010, inco rpo rated in this pro spectus by reference fro m the Co mpanys Annual Repo rt o n Fo rm 10-K fo r the
fiscal year ended December 31, 2010, and the effectiveness o f Allys internal co ntro l o ver financial repo rting , have been audited by
Delo itte & To uche LLP, an independent reg istered public acco unting firm, as stated in their repo rts, which are inco rpo rated herein by
reference. Such co nso lidated financial statements have been so inco rpo rated in reliance upo n the repo rts o f such firm g iven upo n their
autho rity as experts in acco unting and auditing .

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Table of Cont ent s

GMAC Capital T rust I

8 .0 % T rust Preferred Securities, Series 1

Liquidatio n Amo unt $1,0 0 0 Per T rust Preferred Security
and
Fixed Rate/Flo ating Rate T rust Preferred Securities, Series 2
Liquidatio n Amo unt $25 Per T rust Preferred Security

Each g uaranteed to the extent set fo rth herein by

Ally Financial Inc.

PROSPECT US
Table of Cont ent s

106,680,000 Trust Preferred Securities

GMAC Capital Trust I

8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2
Liquidation Amount $25 Per Trust Preferred Security

Guaranteed to the extent set forth herein by

Ally Financial Inc.

PROSPECTUS SUPPLEMENT
March 2, 2011