Ally Financial Inc. 

200 Renaissance Center 

Detroit, Michigan 48265-2000 

United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

Attention: Chief Counsel, Office of Financial Stability 

 December 30, 2010 

Ladies and Gentlemen: 

Ally Financial Inc. (“Ally”), pursuant to Section 6(b) of Exhibit H to 

Ally’s Amended and Restated Certificate of Incorporation (the “Certificate of 

Designations”) (capitalized terms used but not defined herein shall have the 

meaning assigned to such terms in the Certificate of Designations), hereby 

notifies the United States Department of the Treasury (“Treasury”) that Ally has 

elected to exercise the Optional Conversion of its Fixed Rate Cumulative 

Mandatorily Convertible Preferred Stock, Series F-2 (the “Designated Preferred 

Stock”) pursuant to Section 6(a)(i)(A) of the Certificate of Designations, as 

specified below (the “Conversion”). Ally acknowledges and understands that 

Treasury has conditioned its consent to the Conversion upon the setting of a 

Conversion Price equal to $10,341.909 and the amendment to the Certificate of 

Designations for the Designated Preferred Stock in the form substantially as set 

forth in Annex A attached hereto (the “Amendment”) becoming effective 

immediately prior to the Conversion. 

1. The Conversion will be effective as of 4:30 p.m., New York City 

time, on December 30, 2010 (the “Conversion Date”). 

2. On the Conversion Date, pursuant to the terms of the Certificate of 

Designations, 110,000,000 shares of Designated Preferred Stock (the “Converted 

Stock”), all of which are held by Treasury, will be converted into 531,850 shares 

of common stock of Ally, par value $0.01 per share, (the “Common Stock”) at the 

Conversion Rate of 0.004835 shares of Common Stock per share of Designated 

Preferred Stock. 

3. On the Conversion Date, pursuant to Section 6(a)(iii) of the 

Certificate of Designations, Ally shall pay to Treasury cash in an amount equal to 

all accrued and unpaid dividends on the Converted Stock, whether or not declared, 

to, but excluding, the Conversion Date. 

4. Upon the receipt of payment of all accrued and unpaid dividends 

on the Conversion Date, Treasury will exchange the certificate representing the 

shares of Designated Preferred Stock in Ally for a certificate representing the 

shares of Common Stock in Ally at the offices of Davis Polk & Wardwell LLP. 
5. Ally shall also pay to Treasury all of the reasonable legal fees, 

costs and expenses incurred by Treasury in connection with the Conversion. 

6. Ally also hereby agrees to reserve from its authorized but unissued 

shares of Common Stock at least 690,272 shares of Common Stock to provide for 

the issuance of Common Stock in any subsequent conversion of the Designated 

Preferred Stock and any additional shares of Common Stock that may be received 

in the event of a Specified Transaction (as defined in the Amendment). 

By countersigning below, Treasury hereby (i) consents in all respects to 

the Conversion and the resulting ownership by Treasury of approximately 73.8% 

of Ally’s outstanding Common Stock; and (ii) waives any and all advance notice 

requirements under the Certificate of Designations or otherwise with respect to 

the Conversion. 


ANNEX A 

Form of Certificate of Amendment 
ALLY FINANCIAL INC. 

CERTIFICATE OF AMENDMENT OF 

AMENDED AND RESTATED 

CERTIFICATE OF INCORPORATION 

Ally Financial Inc., a corporation organized and existing under the General Corporation 

Law of the State of Delaware (the “Corporation”), pursuant to Section 242 of the General 

Corporation Law of the State of Delaware, hereby certifies that: 

FIRST, the name of the corporation is Ally Financial Inc. 

SECOND, the Certificate of Incorporation of the Corporation was filed with the Secretary 

of State of the State of Delaware on June 30, 2009 under the name “GMAC Inc.,” and amended 

and restated on December 30, 2009, and further amended on May 10, 2010 (the “Certificate of 

Incorporation”). 

THIRD, the Certificate of Designations for the Corporation’s Fixed Rate Cumulative 

Mandatorily Convertible Preferred Stock, Series F-2, was filed as Exhibit H to the Certificate of 

Incorporation with the Secretary of State of Delaware on December 30, 2009. 

FOURTH, that the Board of Directors of the Corporation duly adopted, by unanimous 

written consent, resolutions setting forth a proposed amendment of the Certificate of Incorporation 

of said corporation and declaring said amendment to be advisable. The resolution setting forth the 

proposed amendment is as follows: 

RESOLVED that, pursuant to the authority vested in the Board of Directors by the 

Corporation’s Certificate of Incorporation, the Board of Directors does hereby approve and adopt 

the amendment of Exhibit H to the Certificate of Incorporation as follows: 

A. The definition of “Initial Conversion Rate” in Section 2 of Schedule A is hereby 

amended by inserting a proviso at the end of the definition as follows: 

“; provided that, for the conversion by the Holder of 110,000,000 shares of the Designated 

Preferred Stock into Common Stock prior to December 31, 2010, the ‘Initial Conversion Rate’ 

means 0.004835, subject to the anti-dilution provisions set forth in Appendix A.” 

B. The definition of “Optional Conversion” in Section 2 of Schedule A is hereby 

amended by replacing the words “upon any public offering of the Common Stock or upon the 

occurrence of a Change of Control of the Issuer” in clause (ii) thereof and inserting the words “in 

the event of any Specified Transaction” in their place, so that the definition of “Optional 

Conversion” reads, in its entirety: 

“ ‘Optional Conversion’ means the conversion of shares of the Designated Preferred Stock 

into Common Stock at the then-applicable Conversion Rate, either (i) in whole or in part, at any 

time or from time to time, at the election of the Issuer, subject to the requirements and conditions 

set forth in Section 6(a)(i)(A), or (ii) in whole or in part, at the election of the Holder, in the event 

of any Specified Transaction, subject to the requirements and conditions set forth in 

Section 6(a)(i)(B).” 

C. The following definitions are hereby inserted after the definition of “Reset Conversion 

Rate” in Section 2 of Schedule A as follows: 

“ ‘Specified Transaction’ means, the earliest to occur among the following: (a) a Public 

Offering, (b) any transaction in which the Issuer raised at least $1 billion of common equity capital 

(either through the sale of new common equity securities or through the conversion of existing 

indebtedness or preferred stock (other than Designated Preferred Stock held by the Investor at the 

time of conversion) to common equity securities) from a party or parties that are not the Investor 

or Affiliates of the Investor (such transaction, a “Private Offering”) or (c) a Change of Control of 
the Issuer (other than a Change of Control resulting from one or more private sales or other 

dispositions by the Investor of more than fifty percent (50%) of the voting power of the Issuer). 

‘Specified Transaction Price’ means (a) if the Specified Transaction is a Public Offering, the 

price at which such Common Stock is sold in the Public Offering as set forth on the cover page of 

the final prospectus for such Public Offering (calculated prior to giving effect to any stock split in 

connection with the Public Offering), (b) if the Specified Transaction is a Private Offering, the 

actual or implied price at which such Common Stock is sold in the Private Offering (calculated 

prior to giving effect to any stock split in connection with the Private Offering) or (c) if the 

Specified Transaction is a Change of Control of the Issuer, the price at which such Common Stock 

is sold or otherwise valued in such Change of Control of the Issuer, as applicable. 

‘Specified Transaction Rate’ means the rate equal to (i) the liquidation amount per share of 

Designated Preferred Stock divided by (ii) the Specified Transaction Price, subject to the antidilution provisions set forth in Appendix A. 

‘Specified Transaction Settlement Number’ means 110,000,000.” 

D. Section 6(a)(i)(B) of Schedule A is hereby deleted in its entirety and replaced with the 

following: 

“(B) in the event of any Specified Transaction, a Holder may, at its option, exercise the 

Optional Conversion in whole or in part with respect to such shares of Designated Preferred Stock 

held by such Holder, other than with respect to any shares of Designated Preferred Stock with 

respect to which the Issuer shall have given notice of redemption pursuant to Section 5. If prior to 

December 31, 2010, the Holder shall have converted at least 110,000,000 shares of Designated 

Preferred Stock and thereafter any shares of Designated Preferred Stock held by a Holder are 

converted pursuant to Section 6(a)(i) at or prior to the closing of a Specified Transaction, then 

upon such conversion such Holder will receive an additional number of shares of Common Stock 

equal to the product of (1) the Specified Transaction Settlement Number and (2) the positive 

difference, if any, between (a) the Specified Transaction Rate and (b) 0.004835, subject to the 

anti-dilution provisions set forth in Appendix A. The Issuer shall not, in any event, make a 

payment of cash in lieu of such delivery of additional shares of Common Stock. The Issuer will 

use best efforts to ensure that there are sufficient authorized shares of Common Stock available for 

such delivery.” 

E. The caption to Section 6(b) of Schedule A is hereby amended to read as follows: 

“Notice of Conversion; Notice of Specified Transaction.” 

F. The number “30” appearing in the fourth sentence of Section 6(b) of Schedule A is 

hereby replaced with the number “5” and the following is hereby added at the end of such Section: 

“The Issuer shall give the holders of Designated Preferred Stock at least 10 days’ notice of 

the anticipated closing date of any Specified Transaction in the manner set forth in this Section 

6(b).” 

FIFTH, that in lieu of a meeting and vote of stockholders, the amendment of Corporation’s 

Certificate of Incorporation was approved by a written consent of the stockholders of the 

Corporation in accordance with the provisions of Section 228 of the General Corporation Law of 

the State of Delaware. 

SIXTH, that said amendment was duly adopted in accordance with the provisions of Section 

242 of the General Corporation Law of the State of Delaware. 
IN WITNESS WHEREOF, the Corporation has caused this certificate of amendment to be 

executed by its duly authorized officer this day of December, 2010. 

 

ALLY FINANCIAL INC.

 

By:

Name: 

Title: