ALLY FINANCIAL INC.

By:

Name: James G. Mackey
Title; Interim Chief Financial
Officer

GMAC CAPITAL TRUST I
By: ALLY FINANCIAL INC., as sponsor

py: CA Mannie

Name: Cathy L. Quenneville
Title: Secretary

Confirmed:
UNITED STATES DEPARTMENT OF

THE TREASURY

By:

Name: Timothy G. Massad
Title: Acting Assistant Secretary
for Financial Stability


(vii) The Series 1 Common Securities and Series 2 Common Securities (a) have been
duly authorized by the Amended Declaration, and (b) are fully paid undivided beneficial interests
in the assets of the relevant series of the Trust.

(viii) The Preferred Securityholders, as beneficial owners (within the meaning of the
Delaware Statutory Trust Act, the “Beneficial Owners”) of the Trust, will be entitled to the same
limitation of personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware, except that the Preferred
Securityholders may be obligated to (a) provide indemnity and/or security in connection with
and pay taxes or governmental charges arising from transfers or exchanges of certificates
representing Trust Preferred Securities and the issuance of replacement certificates representing
Trust Preferred Securities to the extent provided in the Amended Declaration, and (b) provide
security or indemnity in connection with requests of or directions to the Institutional Trustee to
exercise its rights and powers under the Amended Declaration.

(ix) The execution, delivery and performance by the Trust of this Fee Letter does not
violate any of the terms or provisions of the Certificate of Trust or the Amended Declaration or
any law, rule or regulation of the State of Delaware applicable to the Trust.

(NY) 08704/014/T WO SERIES AGREEMENTS/Letter. Agreement.doc


(c) The Series 1 Trust Preferred Securities and Series 2 Trust Preferred Securities have
been duly and validly authorized and executed by the Trust and represent validly issued, fully
paid and non-assessable undivided beneficial interests in the assets of the relevant series of
the Trust entitled to the benefits of the Amended Declaration; enforceable against the Trust in
accordance with their terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). The Series 1 Trust Preferred
Securities and the Series 2 Trust Preferred Securities were not issued in violation of any
preemption rights and rank pari passu with or senior to all other series or classes of securities
of the Trust, whether or not issued or outstanding, with respect to distribution rights and the
distribution of assets in the event of any dissolution, liquidation or winding up of the Trust;

(d) The Series 1 Common Securities and Series 2 Common Securities have been duly and
validly authorized and executed by the Trust and represent validly issued, fully paid and non-
assessable undivided beneficial interests in the assets of the relevant series of the Trust
entitled to the benefits of the Amended Declaration; enforceable against the Trust in
accordance with their terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

(e) The Series 1 Debentures and the Series 2 Debentures have been duly and validly
authorized and executed by the Company and constitute legal, valid and binding obligations
of the Company entitled to the benefits of the Amended and Restated Indenture, enforceable
against the Company in accordance with their terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforceability of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law); and

(f) Each Amended and Restated Guarantee and the Amended and Restated Indenture
have been duly and validly authorized and executed by the Company and, assuming due
authorization, execution and delivery by the Guarantee Trustee, in the case of each Amended
and Restated Guarantee, and by the Indenture Trustee, in the case of the Amended and
Restated Indenture, constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in equity or at
law).

SECTION 6. Representations and Warranties of the Company and the Trust With
Respect to Additional Series.

(a) As of the applicable Effective Date of any Additional Series, the Company will be
deemed to represent and warrant to Treasury, and the Trust will be deemed to represent and
warrant to Treasury with respect to matters relating to the Trust, as set forth in paragraphs (a)

5

(NY) 08704/014/TWO SERIES AGREEMENTS/Letter.Agreement.doc


ALLY FINANCIAL INC.

By:

Name: James G. Mackey
Title: Interim Chief Financial
Officer

GMAC CAPITAL TRUST I
By: ALLY FINANCIAL INC., as sponsor

By:

Name: Cathy L. Quenneville
Title: Secretary

Confirmed:

UNITED STATES DEPARTMENT OF
THE TREASURY \\
EASUR

By: [eww /\ LG

Name: Timothy G. Massad
Title: Acting Assistant Secretary
for Financial Stability

[Retail Institutional Side Letter Signature Page}


ally

March 1, 2011

United States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, DC 20220

Ladies and Gentlemen:

Reference is made to the Letter Agreement (the “Agreement”) by and
among Ally Financial Inc. (formerly known as GMAC Inc.), a Delaware
corporation (the “Company”), GMAC Capital Trust I, a Delaware Trust (the
“Trust”), and the United States Department of the Treasury (“Treasury”) entered
into on March 1, 2011.

The Company and Treasury hereby agree that, for the purposes of Section
3(ii) of the Agreement, the one-time, non-refundable distribution fee payable to
Treasury on the Effective Date with respect to the Series 2 Designation shall be
1.0% of the aggregate liquidation amount of any Series 2 Trust Preferred
Securities to be sold to institutional investors, and 1.6% of the aggregate
liquidation amount of any Series 2 Trust Preferred Securities to be sold to retail
investors, in each case as the underwriters shall advise the Company and Treasury.

Capitalized terms used but not defined in this letter shall be applied as
defined in the Agreement.

Very Truly Yours,


ANNEX A-1

FORM OF COMPANY COUNSEL OPINION

(i) The Company and each significant subsidiary of the Company within the meaning of
Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (“Significant Subsidiary”) has
been duly formed and is validly existing and in good standing under the laws of the state of its
formation;

(ii) The execution, delivery and performance of the Transaction Documents, as
applicable, by the Company and the consummation by the Company of the transactions
contemplated thereby (a) will not result in any violation of the charter or bylaws (or equivalent
documents) of the Company or of any Significant Subsidiary of the Company and (b) will not
conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (or
an event which, with notice or lapse of time or both, would constitute a default) under, or result
in the creation or imposition of any lien, charge or encumbrance upon any assets or properties of
the Company or any Significant Subsidiary under, (A) any agreement, indenture, mortgage or
instrument of the Company or any Significant Subsidiary filed by the Company with the
Securities and Exchange Commission as exhibits to the Registration Statement (Registration No.
333-165608) (the “Registration Statement’) and to the Securities and Exchange Commission
filings incorporated by reference into the Registration Statement and filed to the date of such
opinion that the Company or any Significant Subsidiary is a party to or by which it may be
bound or to which any of its assets or properties may be subject, or (B) any existing applicable
law, rule or administrative regulation of any court or governmental agency or authority having
jurisdiction over the Company or any Significant Subsidiary or any of their respective assets or
properties, except in case of (b), where any such violation, conflict, breach, default, lien, charge
or encumbrance, would not have a material adverse effect on the assets, properties, business,
results of operations or financial condition of the Company and its subsidiaries, taken as whole;

(iii) The Amended Declaration has been duly authorized, executed and delivered by the
Company and duly executed and delivered by the Administrative Trustees;

(iv) Each of the Amended and Restated Guarantees and the Amended and Restated
Indenture has been duly authorized, executed and delivered by the Company;

(v) Assuming each of the Amended and Restated Guarantees and the Amended and
Restated Indenture has been duly authorized, executed and delivered by the Guarantee Trustee
and the Indenture Trustee, respectively, each of the Amended and Restated Guarantees and the
Amended and Restated Indenture constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general
principles of equity;

(vi) The Series 1 Debentures and the Series 2 Debentures have been duly authorized,
executed and delivered by the Company;

(NY) 08704/014/TWO SERIES AGREEMENTS/Letter.Agreement.doc


In Witness Whereof, this Agreement has been duly executed and delivered by the duly
authorized representatives of the parties hereto as of the date first herein above written.

ALLY FINANCIAL INC.

By:

Name: James G. Mackey
Title: Unterim Chief Financial
Officer

GMAC CAPITAL TRUST I
By: ALLY FINANCIAL INC., as sponsor

By:

Name: Cathy L. Quenneville
Title: Secretary

UNITED STATES DEPARTMENT OF
THE TREASURY

By:

Name:
Title:

[Signature Page to the Letter Agreement]

(NY) 08704/014/TWO SERIES AGREEMENTS/Letter Agreement.doc


through (f) of Section 5 of this Agreement; provided that, for the purpose of making such
representations and warranties, (i) each reference to “Series 2 Trust Preferred Securities” shall be
replaced by reference to the respective Additional Trust Preferred Series, (ii) each reference to
“Series 2 Common Securities” shall be replaced by reference to the respective Additional Trust
Common Series, and (iii) each reference to “Series 2 Debentures” shall be replaced by reference
to the respective Additional Debenture Series; provided further that neither the Company nor the
Trust shall be deemed to have made any representation or warranty identified to Treasury
pursuant to paragraph (b) of this Section 6.

(b) The Company will, prior to the applicable Effective Date for an Additional Series,
notify Treasury in writing if the Company is not reasonably able to make any of the
representations and warranties as set forth in paragraphs (a) through (f) of Section 5 of this
Agreement with respect to such Additional Series.

SECTION 7. Effectiveness. This Agreement shall be effective and binding upon its
execution and delivery by each of the parties hereto.

SECTION 8. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES,
IF AND TO THE EXTENT SUCH LAW IS APPLICABLE, AND OTHERWISE IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO THE PERFORMED ENTIRELY WITHIN SUCH STATE.

SECTION 9. Counterparts. This Agreement may be executed by each of the parties
hereto on any number of separate counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same instrument.

SECTION 10. Other Agreements. It is the understanding of the parties to this Agreement
that this Agreement shall not be superseded by the integration clause set forth in Section 10 of
the Facility Agreement.

(NY) 08704/014/T WO SERIES AGREEMENTS/Letter.Agreement.doc


Confirmed:

ALLY FINANCIAL INC,

\
By: Ue y Mule
Name;James G. Mackey
Title: \Anterim Chief Fang /
Officer

\

GMAC CAPITAL TRUST I
By: ALLY FINANCIAL INC., as sponsor

By:

Name: Cathy L. Quenneville
Title: Secretary

UNITED STATES DEPARTMENT OF
THE TREASURY

By:

Name: Timothy G. Massad

Title: Acting Assistant Secretary

for Financial Stability


In Witness Whereof, this Agreement has been duly executed and delivered by the duly
authorized representatives of the parties hereto as of the date first herein above written.

ALLY FINANCIAL INC.

By:

Name: James G. Mackey
Title: Interim Chief Financial
Officer

GMAC CAPITAL TRUST I
By: ALLY FINANCIAL INC., as sponsor

By:

Name: Cathy L. Quenneville
Title: Secretary

UNITED STATES DEPARTMENT OF

THE aa \
By: [ Mn / LL_)
Name: Timothy G. Massad

Title: Acting Assistant Secretary
for Financial Stability

[Signature Page to the Letter Agreement]

(NY) 08704/014/TWO SERIES AGREEMENTS/Letter Agreement doc


LETTER AGREEMENT
dated March 1, 2011
between
ALLY FINANCIAL INC., GMAC CAPITAL TRUST I and the
UNITED STATES DEPARTMENT OF THE TREASURY

This Agreement (the “Agreement”), by and among Ally Financial Inc. (formerly known
as GMAC Inc.), a Delaware corporation (the “Company”), GMAC Capital Trust I, a Delaware
Trust (the “Trust”) and the United States Department of the Treasury (“Treasury”) is entered into
this 1st day of March 2011.

RECITALS

WHEREAS, the Trust was established under the Delaware Statutory Trust Act pursuant
to a Declaration of Trust, dated as of December 22, 2009 (the “Original Declaration”), and a
Certificate of Trust, filed with the Secretary of State of the State of Delaware on December 22,
2009 (the “Original Certificate”), and has continued pursuant to the Amended and Restated
Declaration of Trust (the “Declaration”), dated and effective as of December 30, 2009, by Sean
Leary and Christopher Halmy, as Administrative Trustees, BNY Mellon Trust of Delaware
(“BNYMTD”), as Delaware Trustee, The Bank of New York Mellon (“BNYM”), as Institutional
Trustee, the Company, as Sponsor, and the holders, from time to time, of undivided beneficial
interests in the Trust issued pursuant to the Declaration;

WHEREAS, Treasury holds 100% of the outstanding 8.00% trust preferred securities
(liquidation amount $1,000 per trust preferred security) issued by the Trust (the “Trust Preferred
Securities”), representing preferred undivided beneficial interests in the assets of the Trust;

WHEREAS, the Company holds 100% of the outstanding 8.00% common securities
(liquidation amount $1,000 per common security) (the “Common Securities”), representing
common undivided beneficial interests in the assets of the Trust and, together with the Trust
Preferred Securities, representing 100% of the beneficial interests in the Trust issued pursuant to
the Declaration;

WHEREAS, the Trust holds 100% of the outstanding 8.00% junior subordinated
deferrable interest debentures due February 15, 2040 (the “Debentures”) issued by the Company
pursuant to an indenture, dated as of December 30, 2009, between the Company and BNYM, as
Indenture Trustee, (the “Indenture”) and no other debentures or other instruments are outstanding
under the Indenture;

WHEREAS, the Company has entered into a Guarantee Agreement dated as of December
30, 2009, between the Company and BNYM, as Guarantee Trustee, for the benefit of the holders
of the Trust Preferred Securities (the “Guarantee”);

(NY) 08704/014/7T WO SERIES AGREEMENTS/Letter. Agreement.doc


ANNEX A-2

FORM OF TAX COUNSEL OPINION

(i) the Trust or Series 2 (as applicable) will be classified, for United States federal
income tax purposes, as either a grantor trust or a partnership, and not as an entity taxable as a
corporation; and

(ii) while there is no authority directly on point and the issue is not free from doubt, the
Series 2 Debentures designated to Series 2 will be classified for United States federal income tax
purposes as indebtedness of the Company.

(NY) 08704/014/T WO SERIES AGREEMENTS/Letter. Agreement.doc


(vii) The Series 1 Debentures and the Series 2 Debentures constitute legal, valid and
binding obligations of the Company, entitled to the benefits of the Amended and Restated
Indenture and enforceable against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to
general principles of equity;

(viii) No consent, approval, authorization or order of any court or governmental
authority is required for the execution and delivery of and compliance with the Transaction
Documents by the Company, except such approvals (specified in such opinion) as have been
obtained;

(ix) To the knowledge of such counsel, there is no action, suit or proceeding before or by
any government, governmental instrumentality, arbitrator or court, domestic or foreign, now
pending or threatened against or affecting the Trust or the Company or any Company Subsidiary
that could have a material adverse effect on (i) the business, results of operation or financial
condition of the Company and its consolidated subsidiaries taken as a whole; or (ii) the ability of
the Company to consummate the transactions contemplated by the Amendment Agreement and
perform its obligations hereunder or thereunder on a timely basis; and

(x) Neither the Company nor the Trust is required to register as an “investment
company,” as such term is defined in the Investment Company Act of 1940, as amended.

(NY) 8704/0147TWO SERIES AGREEMENTS/Letter.Agreement.doc



In Witness Whereof, this Agreement has been duly executed and delivered by the duly
authorized representatives of the parties hereto as of the date first herein above written.

ALLY FINANCIAL INC.

By:

Name: James G. Mackey
Title: Interim Chief Financial
Officer

GMAC CAPITAL TRUST I
By: ALLY FINANCIAL INC.,, as sponsor

ay: Cathipibecrmmulele«
Name: Cathy L. Quenneville
Title: Secretary

UNITED STATES DEPARTMENT OF
THE TREASURY

By:

Name:
Title:

[Signature Page to the Letter Agreement)

(NY) 08704/014/TWO SERIES AGREEMENTS /Lotter.Agreement.doc


to the respective Additional Debenture Series, each reference to “Series 2 Trust Preferred
Securities” shall be replaced by reference to the respective Additional Trust Preferred Series,
and each reference to “Series 2 Common Securities” shall be replaced by reference to the
respective Additional Common Series.

SECTION 4. Notice of Distribution. With respect to the Series 2 Designation, Treasury
hereby provides notice of its intent to distribute Registrable Securities by means of an
underwritten prospectus pursuant to Section 4.5(a)(ii) of the Exchange Agreement and the
Company accepts this Agreement as sufficient notice from Treasury and waives any right to
different notice it may have pursuant to the Exchange Agreement. With respect to any other
Additional Trust Preferred Series, Treasury and the Company hereby agree that any future
notice of distribution shall be made in accordance with Section 4.5(a)(ii) of the Exchange
Agreement, except as may be otherwise agreed to by the parties.

SECTION 5. Representations and Warranties of the Company and the Trust. The
Company represents and warrants to Treasury, and the Trust represents and warrants to
Treasury with respect to matters relating to the Trust, that as of the Effective Date of the
Series 2 Designation:

(a) (i) the Company is duly incorporated, validly existing and in good standing in its
jurisdiction of incorporation; (ii) the Company has the power and authority, and has taken all
necessary action, to execute this Agreement and each of the other agreements and documents
contemplated hereby (collectively, “Transaction Documents”) to which it is a party, and to
deliver this Agreement and the Transaction Documents and to perform its obligations
hereunder and thereunder; (iii) such execution, delivery and performance do not violate or
conflict with any law applicable to it, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any contractual restriction binding on or
affecting it or any of its assets or any provision of its constitutive documents; (iv) all
governmental and other consents, waivers or non-objections that are required to be obtained
by it with respect to any Transaction Documents to which it is a party have been obtained
and are in full force and effect and all conditions of any such consents, waivers or non-
objections have been complied with; and (v) this Agreement constitutes a legal, valid and
binding obligation of the Company, enforceable against it in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in equity or at
law);

(b) the Trust has been duly formed and is validly existing as a statutory trust in good
standing under the laws of its jurisdiction of organization, with the necessary power and
authority to own its properties and conduct its business in all material respects as currently
conducted, and except as has not, individually or in the aggregate, had and would not
reasonably be expected to have a Company Material Adverse Effect. The Amended
Declaration, and any amendment thereto, copies of which have been provided to Treasury on
or prior to such Effective Date, are true, complete and correct copies of such documents as in
full force and effect as of such Effective Date;

(NY) 08704/014/TWO SERIES AGREEMENTS/Letter.Agr


ANNEX A-4
FORM OF DELAWARE TRUSTEE COUNSEL OPINION

(i) BNY Mellon Trust of Delaware is duly incorporated and validly existing in good
standing as a banking corporation with trust powers under the laws of the State of Delaware and
has the necessary corporate power and authority to execute, deliver and perform its obligations
under the Amended Declaration (including to act as the Delaware Trustee thereunder).

(ii) The Amended Declaration has been duly authorized, executed and delivered by BNY
Mellon Trust of Delaware.

(iii) Neither the execution and delivery of the Amended Declaration by BNY Mellon
Trust of Delaware nor the performance by BNY Mellon Trust of Delaware of its obligations
thereunder (i) conflicts with or constitutes a breach of the articles of association or by-laws of
BNY Mellon Trust of Delaware, or (ii) violates any existing law, governmental rule or regulation
of the State of Delaware or the United States of America governing the trust powers of BNY
Mellon Trust of Delaware.

(iv) Neither the execution and delivery by BNY Mellon Trust of Delaware of the
Amended Declaration, nor the compliance by BNY Mellon Trust of Delaware with the terms
thereof, nor the consummation by BNY Mellon Trust of Delaware of any of the transactions
contemplated thereby, requires the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action with respect to any governmental or regulatory authority
or agency under the laws of the State of Delaware or the United States of America governing the
trust powers of BNY Mellon Trust of Delaware.

(NY) 08704/014/T WO SERIES AGREEMENTS/Letter. Agreement.doc


BNYM is required for the execution, delivery or performance by the Institutional Trustee, the
Guarantee Trustee and the Indenture Trustee of the Amended Declaration, the Guarantee
Agreements and the Amended and Restated Indenture, respectively.

(v) The Indenture Trustee has authenticated and delivered the Company’s Series 2
Debentures.

(NY) 08704/014/TWO SERIES AGREEMENTS/Letter.Agreement.doc


redesignation of any Series 1 Trust Preferred Securities into a Special New Series (as such term
is defined in the Amended Declaration).

SECTION 3. Agreements of the Company.
With respect to the redesignation of any Additional Series, the Company agrees to cause:

(i) on the date on which the necessary amendments, supplements or other
modifications required to create such Additional Series becomes effective (each the
“Effective Date” with respect to the relevant Additional Series), payment to Treasury in cash
in an amount equal to the accumulated and unpaid distributions on that portion of the Series 1
Trust Preferred Securities to be redesignated on such Effective Date as an Additional Trust
Preferred Series to but excluding such Effective Date;

(ii) on such subsequent Effective Date, payment to Treasury in cash of a one-time,
non-refundable distribution fee of 1% of the aggregate liquidation amount with respect to
such Additional Trust Preferred Series, except as otherwise agreed to by the parties;

(iii) on the date on which such Additional Trust Preferred Series is sold in an
underwritten offering pursuant to Section 4.5(a) of the Exchange Agreement (each the
“Settlement Date” with respect to the relevant Additional Series), payment to Treasury in
cash in an amount equal to the accumulated and unpaid distributions on such Additional
Trust Preferred Series from and including the such Effective Date to but excluding such
Settlement Date;

(iv) delivery to Treasury of a written opinion from counsel to the Company
(which may be internal counsel), addressed to Treasury and dated as of such Effective Date,
in substantially the form attached hereto as Annex A-1;

(v) delivery to Treasury of a written opinion from special tax counsel to the
Company, addressed to Treasury and dated as of such Effective Date, in substantially the
form attached hereto as Annex A-2;

(vi) delivery to Treasury of a written opinion from special Delaware counsel to
the Trust, addressed to the Company and Treasury and dated as of such Effective Date, in
substantially the form attached hereto as Annex A-3;

(vii) delivery to Treasury of a written opinion from special Delaware counsel to
the Delaware Trustee, addressed to the Company and Treasury and dated as of such Effective
Date, in substantially the form attached hereto as Annex A-4; and

(viii) delivery to Treasury of a written opinion from counsel to the Institutional
Trustee, Indenture Trustee and Guarantee Trustee addressed to the Company and Treasury
and dated as of such Effective Date, in substantially the form attached hereto as Annex A-5,

provided that, with respect to any opinion delivered pursuant to clauses (iv) through (viii)
of this Section 3 in connection with the designation of any Additional Series (other than the
Series 2 Designation), each reference to “Series 2 Debentures” shall be replaced by reference

3

(NY) 08704/014/T WO SERIES AGREEMENTS/Letter.Agreement.doc


WHEREAS, upon execution of the Trust Preferred Facility Amendment Agreement, to
be dated on or about March 1, 2011, among Treasury, the Company, any Administrative Trustee
of Series | of the Trust, any Administrative Trustee of Series 2 of the Trust, BNYMTD, as
Delaware Trustee for the Trust, and BNYM, as Institutional Trustee for the Trust, as Indenture
Trustee under the Indenture and as Guarantee Trustee under the Guarantee (the “Facility
Agreement”), the parties shall amend each of the Indenture (the “Amended and Restated
Indenture”), the Debentures, the Declaration (the “Amended Declaration”), the Trust Preferred
Securities, the Common Securities and the Guarantee (each, an “Amended and Restated
Guarantee”) in the manner to be set forth in the Facility Agreement;

WHEREAS, the foregoing amendments (the “Amendments”), among other things, (i)
shall designate the Trust Preferred Securities held by Treasury as 8.0% Trust Preferred Securities,
Series | (the “Series 1 Trust Preferred Securities”) and permit the redesignation of any portion of
such Series 1 Trust Preferred Securities as a new series of trust preferred securities (“Additional
Trust Preferred Series”), (ii) shall designate the Debentures held by the Trust as 8.0% Junior
Subordinated Deferrable Interest Debentures Due 2040 (the “Series 1 Debentures”) and permit
the redesignation of any portion of such Series 1 Debentures as a new series of debentures
(“Additional Debenture Series”), and (iii) shall designate the Common Securities held by the
Company as 8.0% Common Securities, Series | (the “Series 1 Common Securities”) and permit
the redesignation of any portion of such Series 1 Common Securities as a new series of common
securities (“Additional Common Series” and together with the corresponding Additional Trust
Preferred Series and Additional Debenture Series, an “Additional Series”); and

WHEREAS, (i) the redesignation of certain Series 1 Trust Preferred Securities as Fixed
Rate/Floating Rate Trust Preferred Securities, Series 2, making distributions reflecting rates to be
determined in connection with the Amendments (the “Series 2 Trust Preferred Designation”)
shall represent the initial Additional Trust Preferred Series, (ii) the corresponding redesignation
of Series 1 Debentures as Fixed Rate/Floating Rate Junior Deferrable Interest Debentures Due
2040, bearing interest at rates to be determined in connection with the Amendments (the “Series
2 Debentures Designation”) shall represent the initial Additional Debenture Series and (iii) the
corresponding redesignation of Series 1 Common Securities as Fixed Rate/Floating Rate
Common Securities, Series 2, making distributions reflecting rates to be determined in
connection with the Amendments (the “Series 2 Common Designation”, together with the Series
2 Trust Preferred Designation and the Series 2 Debentures Designation, the “Series 2
Designation”) shall represent the initial Additional Common Series.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of the mutual covenants herein contained,
the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall be
applied as defined in the Securities Purchase and Exchange Agreement, dated as of December 30,
2009, by and among the Company, the Trust and Treasury (the “Exchange Agreement”).

SECTION 2. Applicability. Notwithstanding anything to the contrary herein, this
Agreement shall not apply to, and shall have no force or effect in connection with, the

(NY) 08704/014/TWO SERIES AGREEMENTS/Letter.Agreement.doc


ANNEX A-3

FORM OF DELAWARE COUNSEL TRUST OPINION

(i) The Trust has been duly formed and is validly existing in good standing as a statutory
trust under the Delaware Statutory Trust Act.

(ii) Under the Delaware Statutory Trust Act and the Amended Declaration, the Trust has
the trust power and authority (a) to own its properties and conduct its business, (b) to execute,
deliver and perform its obligations under this Fee Letter, and (c) to issue and perform its
obligations under the Series 1 Trust Preferred Securities, the Series 2 Trust Preferred Securities,
the Series 1 Common Securities and the Series 2 Common Securities, all as described in the
Amended Declaration.

(iii) The Amended Declaration constitutes a legal, valid and binding obligation of the
Company and the Trustees, enforceable against the Company and the Trustees, in accordance
with its terms.

(iv) Under the Delaware Statutory Trust Act and the Amended Declaration, (a) the
execution and delivery by the Trust of this Fee Letter, and the performance by the Trust of its
obligations thereunder, have been duly authorized by all necessary trust action on the part of the
Trust, and (b) the Sponsor has the authority to execute and deliver this Fee Letter on behalf of
the Trust.

(v) The Series 1 Trust Preferred Securities (a) are represented by the Trust Preferred
Securities Certificate, which is substantially similar to the form of certificate attached as Exhibit
A-1 to the Series 1 Supplement to the Amended Declaration and is an acceptable form of
certificate to evidence ownership of the applicable Series 1 Trust Preferred Securities, (b) have
been duly authorized by the Amended Declaration and (c) assuming the Series 1 Trust Preferred
Securities were validly issued in accordance with the Declaration of Trust and delivered to and
paid for by the purchasers thereof pursuant to the Securities Purchase Agreement on December
29, 2009, are validly issued and, subject to the qualifications in paragraph (viii), fully paid and
non-assessable undivided beneficial interests in the assets of Series 1 of the Trust and entitle the
holders of the Series 1 Trust Preferred Securities to the benefits of the Amended Declaration.

(vi) The Series 2 Trust Preferred Securities (a) are represented by the Trust Preferred
Securities Certificate, which is substantially similar to the form of certificate attached as Exhibit
A-1 to the Series 2 Supplement to the Amended Declaration and is an acceptable form of
certificate to evidence ownership of the applicable Series 2 Trust Preferred Securities, (b) have
been duly authorized by the Amended Declaration, and (c) are validly issued and, subject to the
qualifications in paragraph (viii), fully paid and non-assessable undivided beneficial interests in
the assets of Series 2 of the Trust and entitle the holders of the Series 2 Trust Preferred Securities
to the benefits of the Amended Declaration.

(NY) 08704/014/T WO SERIES AGREEMENTS/Letter. Agreement doc


ANNEX A-5

FORM OF THE INSTITUTIONAL TRUSTEE, THE GUARANTEE TRUSTEE AND
THE INDENTURE TRUSTEE COUNSEL OPINION '

(i) The Bank of New York Mellon (BNYM) is a banking corporation duly incorporated,
validly existing and in good standing under the laws of the State of New York.

(ii) The execution, delivery and performance by the Institutional Trustee of the Amended
Declaration, the execution, delivery and performance by the Guarantee Trustee of the Guarantee
Agreements and the execution, delivery and performance by the Indenture Trustce of the
Amended and Restated Indenture have been duly authorized by all necessary corporate action on
the part of the Institutional Trustee, the Guarantee Trustee and the Indenture Trustee,
respectively, and the Institutional Trustee, the Guarantee Trustee and the Indenture Trustee have
full corporate trust power and authority to enter into and perform their respective obligations
under the Amended Declaration, the Guarantee Agreements and the Amended and Restated
Indenture. The Amended Declaration, the Guarantee Agreements and the Amended and
Restated Indenture have been duly executed and delivered by the Institutional Trustee, the
Guarantee Trustee and the Indenture Trustee, respectively. Each of the Guarantee Agreements
and the Amended and Restated Indenture constitute the legal, valid and binding obligations of
the Guarantee Trustee and the Indenture Trustee, respectively, enforceable against the Guarantee
Trustee and the Indenture Trustee, respectively, in accordance with their terms, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by
general principles of equity (regardless of whether such enforceability is considered ina
proceeding in equity or at law).

(iii) The execution, delivery and performance of the Amended Declaration, the
Guarantee Agreements and the Amended and Restated Indenture by the Institutional Trustee, the
Guarantee Trustee and the Indenture Trustee, respectively, do not conflict with or constitute a
breach of the Organization Certificate or By-laws of the Institutional Trustee, the Guarantee
Trustee and the Indenture Trustee, respectively, or any Federal or State of New York law, rule
or regulation governing BNYM’s banking or trust powers or, to our knowledge, without
independent investigation, the terms of any indenture or other agreement or instrument known to
us and to which the Institutional Trustee, the Guarantee Trustee or the Indenture Trustee,
respectively, is a party or is bound or any judgment, order or decree known to us to be applicable
to the Institutional Trustee, the Guarantee Trustee or the Indenture Trustee, respectively, of any
court, regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over the Institutional Trustee, the Guarantee Trustee or the Indenture Trustee,
respectively.

(iv) No consent, approval or authorization of, or registration with or notice to any

Federal or New York State governmental authority having jurisdiction over the trust powers of

' Subject to review

(NY) 08704/014/TWO SERIES AGREEMENTS/Letter.A greement.doc