Execution Copy 

SECURITIES PURCHASE AND EXCHANGE AGREEMENT 

by and among 

GMAC INC., 

GMAC CAPITAL TRUST I 

and 

UNITED STATES DEPARTMENT OF THE TREASURY 

December 30, 2009 
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TABLE OF CONTENTS 

Page

ARTICLE I PURCHASE; EXCHANGES; CONVERSION; CLOSING .....................................................................3

1.1 PURCHASE...................................................................................................................................................3

1.2 EXCHANGES. ...............................................................................................................................................3

1.3 CLOSING......................................................................................................................................................3

1.4 INTERPRETATION.........................................................................................................................................7

ARTICLE II REPRESENTATIONS AND WARRANTIES ........................................................................................8

2.1 DISCLOSURE................................................................................................................................................8

2.2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE ISSUER TRUST.....................................8

2.3 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. ........................................................................18

ARTICLE III COVENANTS ......................................................................................................................................18

3.1 COMMERCIALLY REASONABLE EFFORTS ..................................................................................................18

3.2 EXPENSES..................................................................................................................................................19

3.3 SUFFICIENCY OF AUTHORIZED SECURITIES; EXCHANGE LISTING..............................................................19

3.4 CERTAIN NOTIFICATIONS UNTIL CLOSING ................................................................................................19

3.5 ACCESS, INFORMATION AND CONFIDENTIALITY .......................................................................................20

3.6 REPORTING................................................................................................................................................21

ARTICLE IV ADDITIONAL AGREEMENTS..........................................................................................................22

4.1 PURCHASE FOR INVESTMENT.....................................................................................................................22

4.2 LEGENDS ...................................................................................................................................................22

4.3 CERTAIN TRANSACTIONS ..........................................................................................................................25

4.4 TRANSFER OF PURCHASED SECURITIES; RESTRICTIONS ON EXERCISE OF THE WARRANT.........................25

4.5 REGISTRATION RIGHTS .............................................................................................................................25

4.6 DEPOSITARY SHARES ................................................................................................................................36

4.7 REPURCHASE OF COMMON STOCK; SALE OF PURCHASED SECURITIES......................................................37

4.8 RESTRICTION ON DIVIDENDS AND REPURCHASES .....................................................................................37

4.9 EMPLOY AMERICAN WORKERS ACT. ........................................................................................................39

4.10 INTERNAL CONTROLS; RECORDKEEPING; ADDITIONAL REPORTING. ........................................................39

4.11 EXECUTIVE PRIVILEGES AND COMPENSATION ..........................................................................................40

4.12 RELATED PARTY TRANSACTIONS..............................................................................................................42

4.13 BANK AND THRIFT HOLDING COMPANY STATUS ......................................................................................43

4.14 PREDOMINANTLY FINANCIAL....................................................................................................................43

4.15 HOME AFFORDABLE MODIFICATION PROGRAM. .......................................................................................43

ARTICLE V MISCELLANEOUS ..............................................................................................................................43

5.1 TERMINATION ...........................................................................................................................................43

5.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES................................................................................44

5.3 AMENDMENT.............................................................................................................................................44

5.4 WAIVER OF CONDITIONS...........................................................................................................................44

5.5 GOVERNING LAW: SUBMISSION TO JURISDICTION, ETC ............................................................................44

5.6 NOTICES....................................................................................................................................................45

5.7 DEFINITIONS..............................................................................................................................................45

5.8 ASSIGNMENT.............................................................................................................................................46

5.9 SEVERABILITY...........................................................................................................................................46

5.10 NO THIRD PARTY BENEFICIARIES .............................................................................................................46
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LIST OF ANNEXES 

ANNEX A-1: FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION 

ANNEX A-2 FORM OF AMENDMENT TO BYLAWS 

ANNEX B: FORMS OF WAIVERS 

ANNEX C: FORM OF OPINIONS 

ANNEX D: FORM OF TRUST PREFERRED WARRANT 

ANNEX E: FORM OF SERIES F-2 WARRANT 
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INDEX OF DEFINED TERMS 

Term 

Location of 

Definition

2008 SPA Section 1.3(f)(viii) 

Affiliate Section 5.7(b) 

Amendments Section 1.3(f)(iii) 

Appropriate Federal Banking Agency Section 2.2(w) 

Auto Program Recitals 

Bank Holding Company Section 4.13 

Bankruptcy Exceptions Section 2.2(e) 

Benefit Plans Section 1.3(f)(iv) 

Board of Directors Section 2.2(j) 

Business Combination Section 5.8 

business day Section 1.4 

Bylaws Section 1.3(f)(iii) 

Capital Stock Section 2.2(c) 

Capitalization Date Section 2.2(b) 

Charter Section 1.3(f)(iii) 

Closing Section 1.3(a) 

Closing Date Section 1.3(a) 

Code Section 2.2(q) 

Common Securities Recitals 

Common Stock Recitals 

Company Recitals 

Company Financial Statements Section 2.2(l) 

Company Material Adverse Effect Section 2.1(b) 

Company Reports Section 2.2(m)(i) 

Company Subsidiary; Company Subsidiaries Section 2.2(i)(ii) 

Compensation Regulations Section 1.3(f)(iv) 

control; controlled by; under common control with Section 5.7(b) 

Controlled Group Section 2.2(q) 

Conversion Recitals 

Conversion Rate Recitals 

Debentures Recitals 

Declaration Recitals 

Delaware Trustee Recitals 

Disclosure Schedule Section 2.1(a) 

EAWA Section 4.9 

EESA Section 1.3(f)(iv) 

ERISA Section 2.2(q) 

Exchanges Recitals 

Exchange Act Section 4.5(c)(vi)(A) 

Expense Policy Section 4.11(d) 

FDIC Section 2.2(aa) 

Federal Reserve Section 2.2(aa) 
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Term 

Location of 

Definition

GAAP Section 2.1(b) 

Governmental Entities Section 1.3(d) 

Guarantee Recitals 

Guarantee Agreement Recitals 

Guarantee Trustee Recitals 

HAMP Section 4.15 

Holder Section 4.5(k)(i) 

Holders’ Counsel Section 4.5(k)(ii) 

Indemnitee Section 4.5(g)(i) 

Indenture Recitals 

Indenture Trustee Recitals 

Information Section 3.5(c) 

Investor Recitals 

Issuer Trust Recitals 

Institutional Trustee Recitals 

Junior Stock Section 4.8(d) 

knowledge of the Company; Company’s knowledge Section 5.7(c) 

May SPA Section 1.3(f)(viii) 

Officers Section 5.7(c) 

Old MCP Exchange Recitals 

Old Shares Recitals 

Operative Documents Recitals 

Parity Preferred Stock Section 4.8(d) 

Pending Underwritten Offering Section 4.5(l) 

Permitted Repurchases Section 4.8(b) 

Piggyback Registration Section 4.5(a)(iv) 

Plan Section 2.2(q) 

Plan of Conversion Section 4.8(a) 

Previously Disclosed Section 2.1(c) 

Proprietary Rights Section 2.2(y) 

Purchase Recitals 

Purchase Agreement Recitals 

Purchased Securities Recitals 

Qualifying Ownership Interest Section 3.5(a) 

register; registered; registration Section 4.5(k)(iii) 

Registrable Securities Section 4.5(k)(iv) 

Registration Expenses Section 4.5(k)(v) 

Institutional Trustees Recitals 

Regulatory Agreement Section 2.2(w) 

Relevant Period Section 4.11(a) 

Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 Section 4.5(k)(vi) 

SEC Section 2.2(o) 

Section 4.11 Employee Section 4.11(b) 

Securities Act Section 2.2(a) 
v

Term 

Location of 

Definition

Selling Expenses Section 4.5(k)(vii) 

Senior Employees Section 1.3(f)(vii) 

Senior Executive Officers Section 1.3(f)(v) 

Series D Exchange Recitals 

Series D-1 Preferred Stock Recitals 

Series D-2 Preferred Stock Recitals 

Series F-2 Preferred Stock Recitals 

Series F-2 Purchase Recitals 

Series F-2 Warrant Recitals 

Shelf Registration Statement Section 4.5(a)(ii) 

Significant Subsidiary Section 2.2(a) 

Signing Date Section 2.1(b) 

SPA Section 4.15 

Special Master Section 4.11(a) 

Special Registration Section 4.5(i) 

subsidiary Section 5.7(a) 

Tax; Taxes Section 2.2(s) 

Transfer Section 4.4 

Trust Preferred Securities Recitals 

Trust Preferred Warrant Recitals 

U.S. Lobbying Policy Section 4.11(c) 

Warrants Recitals 
[Securities Purchase Agreement]

SECURITIES PURCHASE AND EXCHANGE AGREEMENT 

Recitals: 

WHEREAS, the United States Department of the Treasury (the “Investor”) may from 

time to time agree to purchase securities and warrants from eligible companies pursuant to the 

Automotive Industry Financing Program (“Auto Program”) created under the Troubled Asset 

Relief Program;

WHEREAS, a company that participates in the Auto Program and intends to issue 

securities to the Investor shall enter into this Securities Purchase and Exchange Agreement (the 

“Purchase Agreement”);

WHEREAS, GMAC Inc. (the “Company”) wishes to obtain financing from time to time 

to restore liquidity to its finance businesses, and to restore stability to the domestic automobile 

industry in the United States, and the Investor has agreed, subject to the terms and conditions of 

this Purchase Agreement, to provide such financing to the Company;

WHEREAS, the financing provided hereunder will be used in a manner that (A) enables 

the Company and its Subsidiaries to develop a viable and competitive business; (B) preserves 

and promotes the jobs of American workers employed directly by the Company and its 

Subsidiaries and in related industries; and (C) stimulates the sales of automobiles; 

WHEREAS, the Company intends to cause GMAC Capital Trust I (the “Issuer Trust”) to 

issue in a private placement $2.667 billion in aggregate liquidation amount of Trust Preferred 

Securities (the “Trust Preferred Securities”), liquidation preference $1,000 per security, and the 

Investor and the Company intend to purchase from the Issuer Trust the Trust Preferred 

Securities; 

WHEREAS, the Investor intends to purchase from the Issuer Trust $2.540 billion in 

aggregate liquidation amount of Trust Preferred Securities and the Company intends to purchase 

from the Issuer Trust $127 million in aggregate liquidation amount of Trust Preferred Securities 

and to issue to the Investor in a private placement a warrant (the “Trust Preferred Warrant”) to 

purchase $127 million in aggregate liquidation amount Trust Preferred Securities with an initial 

exercise price of $0.01 per security (“Exercise Price”); 

WHEREAS, the Investor intends to purchase from the Company and immediately 

exercise the Trust Preferred Warrant; 

WHEREAS, the entire proceeds from the sale by the Issuer Trust of the Trust Preferred 

Securities will be combined with the entire proceeds from the sale by the Issuer Trust to the 

Company of common securities (the “Common Securities”), and will be used by the Issuer Trust 

to purchase unsecured junior subordinated debentures of the Company (the “Debentures”);

WHEREAS, the Trust Preferred Securities and the Common Securities of the Issuer Trust 

will be issued pursuant to the Amended and Restated Declaration of Trust (the “Declaration”),

dated as of the Closing Date (as defined below), among the Company, the Administrative 

Trustees named therein (in such capacity, the “Administrative Trustees”), BNY Mellon Trust of 
2

Delaware, as Delaware Trustee (in such capacity, the “Delaware Trustee”), The Bank of New 

York Mellon, as Institutional Trustee (in such capacity, the “Institutional Trustee”) and the 

holders from time to time of undivided beneficial interests in the assets of the Issuer Trust; 

WHEREAS, the Trust Preferred Securities will be fully and unconditionally guaranteed 

on a subordinated basis by the Company with respect to distributions and amounts payable upon 

liquidation, redemption or repayment (the “Guarantee”) pursuant, to the extent subject to, the 

Trust Preferred Securities Guarantee Agreement (the “Guarantee Agreement”), to be dated as of 

the Closing Date and executed and delivered by the Company and The Bank of New York 

Mellon, as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the 

holders of the Trust Preferred Securities; 

WHEREAS, the Debentures will be issued pursuant to an Indenture, dated as of the 

Closing Date (the “Indenture”, and together with this Purchase Agreement, the Declaration and 

the Guarantee Agreement, the “Operative Documents”), between the Company and The Bank of 

New York Mellon, as indenture trustee (in such capacity, the “Indenture Trustee”);

WHEREAS, the Company intends to issue in a private placement, and the Investor 

intends to purchase from the Company, 25,000,000 shares of the Company’s Fixed Rate 

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

Stock”) that mandatorily convert to common stock of the Company (the “Common Stock”) and a 

warrant to purchase 1,250,000 shares of Series F-2 Preferred Stock (the “Series F-2 Warrant”

together with the Trust Preferred Warrant, the “Warrants”) (the “Series F-2 Purchase” together 

with the purchase of the Trust Preferred Securities, the “Purchase”);

WHEREAS, the Company and the Investor intend to exchange (the “Series D 

Exchange”) 5,000,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred 

Stock, Series D-1 (the “Series D-1 Preferred Stock”), and 250,000 shares of the Company’s 

Fixed Rate Cumulative Perpetual Preferred Stock, Series D-2 (the “Series D-2 Preferred Stock,”

and the shares of the Series D-1 Preferred Stock and the Series D-2 Preferred Stock to be 

exchanged the “Series D Shares”) for 105,000,000 shares of the Series F-2 Preferred Stock; 

WHEREAS, the Company and the Investor intend to exchange (the “Old MCP 

Exchange” together with the Series D Exchange, the “Exchanges”) 97,500,000 shares of the 

Company’s Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series F (the 

“Series F Preferred Stock” and the shares of the Series F Preferred Stock to be exchanged in the 

Old MCP Exchange, the “Old MCP Shares”, together with the Series D Shares, the “Old 

Shares”) for 97,500,000 shares of Series F-2 Preferred Stock (the Series F-2 Preferred Stock to 

be issued in the Series F-2 Purchase and the Exchanges together with the Trust Preferred 

Securities and the Warrants, the “Purchased Securities”); 

WHEREAS, the Purchase and the Exchanges will be governed by this Purchase 

Agreement, specifying additional terms of the Purchase and the Exchanges; and 

WHEREAS, as a condition to the Purchase and the Exchanges, 60,000,000 shares of the 

Series F Preferred Stock held by the Investor will be converted into 259,200 shares of the 
3

Company’s Common Stock (the “Conversion”) at the conversion rate which shall be 0.00432 

shares of Common Stock per share of Series F Preferred Stock.

NOW, THEREFORE, in consideration of the premises, and of the representations, 

warranties, covenants and agreements set forth herein, the parties agree as follows: 

Article I 

Purchase; Exchanges; Conversion; Closing 

1.1 Purchase. On the terms and subject to the conditions set forth in this Purchase 

Agreement, (a) the Issuer Trust agrees to sell (i) to the Investor, and the Investor agrees to 

purchase from the Issuer Trust, at the Closing (as hereinafter defined), 2,540,000 Trust Preferred 

Securities and (ii) to the Company, and the Company agrees to purchase from the Issuer Trust, at 

the Closing, 127,000 Trust Preferred Securities, (b) the Company agrees to sell to the Investor, 

and the Investor agrees to purchase from Company, at the Closing, the Trust Preferred Warrant, 

(c) the Company agrees to sell to the Investor, and the Investor agrees to purchase from the 

Company, at the Closing, the Series F-2 Warrant, and (d) the Company agrees to sell to the 

Investor, and the Investor agrees to purchase from the Company, at the Closing, 25,000,000 

shares of Series F-2 Preferred Stock as consideration for the transactions contemplated by the 

Purchase and the Exchanges. 

1.2 Exchanges. On the terms and subject to the conditions set forth in this Purchase 

Agreement, (a) the Investor agrees to sell and transfer to the Company, and the Company agrees 

to accept and acquire from the Investor, all of the Old Shares in exchange for 202,500,000 shares

of Series F-2 Preferred Stock and an amount in cash equal to the accrued and unpaid dividends 

on the Old Shares, to, but excluding, the Closing Date and (b) the Company agrees to sell and 

transfer to the Investor, and the Investor agrees to accept and acquire from the Company, 

202,500,000 shares of Series F-2 Preferred Stock in exchange for the Old Shares, at the Closing. 

1.3 Closing.

(a) On the terms and subject to the conditions set forth in this Purchase Agreement, 

the closing of the Purchase and the Exchanges (the “Closing”) will take place at the offices of 

Sonnenschein Nath & Rosenthal LLP, New York, New York 10281, at 4:00 p.m. New York 

time, on December 30, 2009, or at such other place, time and date as shall be agreed between the 

Company and the Investor. The time and date on which the Closing occurs is referred to in this 

Purchase Agreement as the “Closing Date.”

(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 

1.3, at the Closing the Issuer Trust will deliver the Trust Preferred Securities and the Company 

will deliver the Trust Preferred Warrant, in each case as evidenced by one or more certificates 

dated the Closing Date and bearing appropriate legends as hereinafter provided for, in exchange 

for payment in full of the purchase price (which shall be equal to the aggregate liquidation 

preference of the Trust Preferred Securities issued and sold by the Issuer Trust to the Investor) by 

wire transfer of immediately available United States funds to a bank account designated by the 

Company in writing to the Investor prior to the Closing Date. 
4

(c) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 

1.3, at the Closing the Company will deliver the shares of Series F-2 Preferred Stock issued and 

sold to the Investor in the Series F-2 Purchase and the Series F-2 Warrant, in each case as 

evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as 

hereinafter provided for, in exchange for payment in full of the purchase price (which shall be 

equal to the aggregate liquidation amount of the shares of Series F-2 Preferred Stock issued and 

sold by the Company to the Investor in the Series F-2 Purchase) by wire transfer of immediately 

available United States funds to a bank account designated by the Company in writing to the 

Investor prior to the Closing Date. 

(d) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 

1.3, at the Closing the Company will deliver the shares of Series F-2 Preferred Stock issued to 

the Investor in the Exchanges, as evidenced by one or more certificates dated the Closing Date 

and bearing appropriate legends as hereinafter provided for, and an amount in cash equal to the 

accrued but unpaid dividends on the Old Shares, to, but excluding, the Closing Date, by wire 

transfer of immediately available United States funds to a bank account designated by the 

Investor in writing to the Company prior to the Closing Date, in exchange for the surrender of 

the certificates evidencing the Old Shares at the Closing. 

(e) The respective obligations of each of the Investor, the Issuer Trust and the 

Company to consummate the Purchase and the Exchanges are subject to the fulfillment (or 

waiver by the Investor, the Issuer Trust and the Company, as applicable) prior to the Closing of 

the conditions that (i) any approvals or authorizations of all United States and other 

governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required

for the consummation of the Purchase shall have been obtained or made in form and substance 

reasonably satisfactory to each party and shall be in full force and effect and all waiting periods 

required by United States and other applicable law, if any, shall have expired and (ii) no 

provision of any applicable United States or other law and no judgment, injunction, order or 

decree of any Governmental Entity shall prohibit the Purchase and the Exchanges as 

contemplated by this Purchase Agreement. 

(f) The obligation of the Investor to consummate the Purchase and the Exchanges is 

also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the 

following conditions: 

(i) (A) the representations and warranties of the Company and/or the Issuer 

Trust, as applicable, set forth in (x) Section 2.2(i) of this Purchase Agreement shall be 

true and correct in all respects as though made on and as of the Closing Date, (y) Sections 

2.2(a) through (h) shall be true and correct in all material respects as though made on and 

as of the Closing Date (other than representations and warranties that by their terms speak 

as of another date, which representations and warranties shall be true and correct in all 

material respects as of such other date) and (z) Sections 2.2(j) through (aa) (disregarding 

all qualifications or limitations set forth in such representations and warranties as to 

“materiality”, “Company Material Adverse Effect” and words of similar import) shall be 

true and correct as though made on and as of the Closing Date (other than representations 

and warranties that by their terms speak as of another date, which representations and 

warranties shall be true and correct as of such other date), except to the extent that the 
5

failure of such representations and warranties referred to in this Section 1.3(f)(i)(A)(z) to 

be so true and correct, individually or in the aggregate, does not have and would not 

reasonably be expected to have a Company Material Adverse Effect and (B) the 

Company and the Issuer Trust shall each have performed in all material respects all 

obligations required to be performed by it under this Purchase Agreement at or prior to 

the Closing; 

(ii) the Investor shall have received a certificate signed on behalf of the 

Company by a senior executive officer certifying to the effect that the conditions set forth 

in Section 1.3(f)(i) have been satisfied; 

(iii) the Company shall have duly adopted the amendments to its Certificate of 

Incorporation (the “Charter”) and the Bylaws (the “Bylaws”), each dated as of June 30, 

2009, as amended, in substantially the forms attached hereto as Annex A-1 and Annex A2 (the “Amendments”);

(iv) a waiver shall have been duly executed by the Company and delivered to 

the Investor, in substantially the form attached hereto as Annex B-1, releasing the 

Investor from any claims that the Company and its subsidiaries may otherwise have as a 

result of (A) any modifications to the terms of any compensation, retention award, bonus, 

incentive and other benefit plans, arrangements and agreements (including golden 

parachutes, severance and employment agreements) (collectively, “Benefit Plans”) to 

eliminate any provisions that would not be in compliance with the executive 

compensation and corporate governance requirements of Section 111 of the Emergency 

Economic Stabilization Act of 2008, as amended by the American Recovery and 

Reinvestment Act of 2009, and as may be further amended and in effect from time to 

time (referred to herein as “EESA”), as implemented by any guidance, rule or regulation 

thereunder, as the same shall be in effect from time to time including the rules set forth in 

31 CFR Part 30 or any rules that replace 31 CFR Part 30 (collectively, the 

“Compensation Regulations”);

(v) a waiver shall have been duly executed by each of the Senior Executive 

Officers and delivered to the Investor, in substantially the form attached hereto as Annex 

B-2, releasing the Investor from any claims that any Senior Executive Officer may 

otherwise have as a result of any modifications to the terms of any Benefit Plans, 

arrangements and agreements to eliminate any provisions that would not be in 

compliance with the executive compensation and corporate governance requirements of 

Section 111 of the EESA or any Compensation Regulations (“Senior Executive Officers”

means the Company’s “senior executive officers” as defined in the EESA or any 

Compensation Regulations); 

(vi) a consent and waiver shall have been duly executed by each Senior 

Executive Officer and delivered to the Company (with a copy to the Investor), in 

substantially the form attached hereto as Annex B-3, releasing the Company from any 

claims that any Senior Executive Officer may otherwise have as a result of any 

modification of the terms of any Benefit Plans, arrangements and agreements to eliminate 

any provisions that would not be in compliance with the executive compensation and 
6

corporate governance requirements of Section 111 of the EESA or any Compensation 

Regulations;

(vii) a waiver shall have been duly executed by each of the Company’s top 20 

most highly compensated employees (other than the Senior Executive Officers) as 

determined under the requirements of Section 111 of the EESA or any Compensation 

Regulations (such employees, the “Senior Employees”) and delivered to the Investor, in 

substantially the form attached hereto as Annex B-4, releasing the Investor from any 

claims that any Senior Employees may otherwise have as a result of the Company’s 

failure to pay or accrue any bonus, retention award or incentive compensation as a result 

of any action referenced in this Purchase Agreement; 

(viii) a consent and waiver shall have been duly executed by each Senior 

Employee and delivered to the Company (with a copy to the Investor), in substantially 

the form attached hereto as Annex B-5, releasing the Company from any claims that any 

Senior Employee may otherwise have as a result of the Company’s failure to pay or 

accrue any bonus, retention award or incentive compensation as a result of any action 

referenced in this Purchase Agreement; provided, however, the Company shall be 

deemed to have met the requirements of Sections 1.3(f)(v), (vi), (vii) and (viii) with 

respect to any Senior Executive Officer or Senior Employee who has provided a waiver 

to the Investor in connection with either the Securities Purchase Agreement – Standard 

Terms dated December 29, 2008 (the “2008 SPA”) between the Investor and the 

Company or the Securities Purchase Agreement – Standard Terms dated May 21, 2009 

(the “May SPA”) between the Investor and the Company; 

(ix) the Company shall have delivered to the Investor a written opinion from 

counsel to the Company (which may be internal counsel), addressed to the Investor and 

dated as of the Closing Date, in substantially the form attached hereto as Annex C-1;

(x) the Company shall have delivered to the Investor a written opinion from 

special tax counsel to the Company, addressed to the Investor and dated as of the Closing 

Date, in substantially the form attached hereto as Annex C-2;

(xi) the Company shall have delivered to the Investor a written opinion from 

special Delaware counsel to the Trust, addressed to the Company and the Investor and 

dated as of the Closing Date, in substantially the form attached hereto as Annex C-3;

(xii) the Company shall have delivered to the Investor a written opinion from 

special Delaware counsel to the Delaware Trustee, addressed to the Company and the 

Investor and dated as of the Closing Date, in substantially the form attached hereto as 

Annex C-4;

(xiii) the Company shall have delivered to the Investor a written opinion from 

special Delaware counsel to the Institutional Trustee, Indenture Trustee and Guarantee 

Trustee addressed to the Company and the Investor and dated as of the Closing Date, in 

substantially the form attached hereto as Annex C-5;
7

(xiv) the Company shall have delivered an amount in cash equal to the accrued 

but unpaid dividends on the Old Shares, to, but excluding, the Closing Date, by wire 

transfer of immediately available United States funds to a bank account designated by the 

Investor in writing prior to the Closing Date; 

(xv) the Trust shall have delivered evidence of certificates in definitive form, 

evidencing the Trust Preferred Securities, to Investor or its designee(s);

(xvi) the Company shall have delivered evidence of certificates in definitive 

form, evidencing the Series F-2 Preferred Stock issued in the Series F-2 Purchase and the 

Exchanges to the Investor or its designee(s);

(xvii) the Company shall have duly executed the Trust Preferred Warrant in 

substantially the form attached hereto as Annex D and delivered such executed Trust 

Preferred Warrant to the Investor or its designee(s);

(xviii) the Company shall have duly executed the Series F-2 Warrant in 

substantially the form attached hereto as Annex E and delivered such executed Series F-2 

Warrant to the Investor or its designee(s); and 

(xix) the Company shall have delivered evidence of certificates in definitive 

form, evidencing the 259,200 shares of Common Stock issuable to the Investor in 

connection with the Conversion and the Investor shall have surrendered the certificates 

representing the Series F Preferred Stock converted to Common Stock in the Conversion 

to the Company. 

1.4 Interpretation. When a reference is made in this Purchase Agreement to 

“Recitals,” “Articles,” “Sections,” or “Annexes” such reference shall be to a Recital, Article or 

Section of, or Annex or Schedule to, this Purchase Agreement, unless otherwise indicated. The

terms defined in the singular have a comparable meaning when used in the plural, and vice versa.

References to “herein”, “hereof”, “hereunder” and the like refer to this Purchase Agreement as a 

whole and not to any particular section or provision, unless the context requires otherwise. The 

table of contents and headings contained in this Purchase Agreement are for reference purposes 

only and are not part of this Purchase Agreement. Whenever the words “include,” “includes” or 

“including” are used in this Purchase Agreement, they shall be deemed followed by the words 

“without limitation.” No rule of construction against the draftsperson shall be applied in 

connection with the interpretation or enforcement of this Purchase Agreement, as this Purchase 

Agreement is the product of negotiation between sophisticated parties advised by counsel. All 

references to “$” or “dollars” mean the lawful currency of the United States of America. Except 

as expressly stated in this Purchase Agreement, all references to any statute, rule or regulation 

are to the statute, rule or regulation as amended, modified, supplemented or replaced from time 

to time (and, in the case of statutes, include any rules and regulations promulgated under the 

statute) and to any section of any statute, rule or regulation include any successor to the section.

References to a “business day” shall mean any day except Saturday, Sunday and any day on 

which banking institutions in the State of New York generally are authorized or required by law 

or other governmental actions to close. 
8

Article II 

Representations and Warranties 

2.1 Disclosure.

(a) On or prior to the Signing Date, the Company and the Issuer Trust delivered to the 

Investor a schedule (“Disclosure Schedule”) setting forth, among other things, items the 

disclosure of which is necessary or appropriate either in response to an express disclosure 

requirement contained in a provision hereof or as an exception to one or more representations or 

warranties contained in Section 2.2. 

(b) “Company Material Adverse Effect” means 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; provided, however, that Company Material Adverse Effect shall 

not be deemed to include the effects of (A) changes after the date hereof (the “Signing Date”) in

general business, economic or market conditions (including changes generally in prevailing 

interest rates, credit availability and liquidity, currency exchange rates and price levels or trading 

volumes in the United States or foreign securities or credit markets), or any outbreak or 

escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally 

affecting the industries in which the Company and its subsidiaries operate, (B) changes or 

proposed changes after the Signing Date in generally accepted accounting principles in the 

United States (“GAAP”) or regulatory accounting requirements, or authoritative interpretations 

thereof, or (C) changes or proposed changes after the Signing Date in securities, banking and 

other laws of general applicability or related policies or interpretations of Governmental Entities 

(in the case of each of these clauses (A), (B) and (C), other than changes or occurrences to the 

extent that such changes or occurrences have or would reasonably be expected to have a 

materially disproportionate adverse effect on the Company and its consolidated subsidiaries 

taken as a whole relative to comparable U.S. banking or financial services organizations); or (ii) 

the ability of the Company to consummate the Purchase, the Exchanges and other transactions 

contemplated by this Purchase Agreement and perform its obligations hereunder or thereunder 

on a timely basis. 

(c) “Previously Disclosed” means information set forth on the Disclosure Schedule, 

provided, however, that disclosure in any section of such Disclosure Schedule shall apply only to 

the indicated section of this Purchase Agreement except to the extent that it is reasonably 

apparent from the face of such disclosure that such disclosure is relevant to another section of 

this Purchase Agreement. 

2.2 Representations and Warranties of the Company and the Issuer Trust. Except as 

Previously Disclosed, the Company represents and warrants to the Investor, and the Issuer Trust 

represents and warrants to the Investor with respect to matters relating to the Issuer Trust, that as 

of the Signing Date and as of the Closing Date (or such other date specified herein): 

(a) Organization, Authority and Significant Subsidiaries of the Company. The 

Company has been duly formed and is validly existing as a corporation 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 
9

has not, individually or in the aggregate, had and would not reasonably be expected to have a 

Company Material Adverse Effect, has been duly qualified as a foreign entity for the transaction 

of business and is in good standing under the laws of each other jurisdiction in which it owns or 

leases properties or conducts any business so as to require such qualification; each subsidiary of 

the Company that would be considered a “significant subsidiary” (“Significant Subsidiary”) 

within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the 

“Securities Act”), has been duly organized and is validly existing in good standing under the 

laws of its jurisdiction of organization. The Charter, the Bylaws and all amendments thereto, 

copies of which have been provided to the Investor prior to the Signing Date, are true, complete 

and correct copies of such documents as in full force and effect as of the Signing Date. 

(b) Organization and Authority of the Issuer Trust. The Issuer 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 Declaration, and any amendment thereto, copies of which have 

been provided to the Investor on or prior to the Signing Date, are true, complete and correct 

copies of such documents as in full force and effect as of the Signing Date. 

(c) Capitalization. The outstanding capital stock of the Company (including 

securities convertible into, or exercisable or exchangeable for, equity securities of the Company) 

as of the most recent fiscal month-end preceding the Signing Date (the “Capitalization Date”) is

set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly 

authorized and are validly issued and outstanding and were not issued in violation of any 

preemptive rights. As of the Signing Date, the Company does not have outstanding any 

securities or other obligations providing the holder the right to acquire its capital stock (“Capital 

Stock”) that are not reserved for issuance as specified on Schedule B, and the Company has not 

made any other commitment to authorize, issue or sell any Capital Stock, other than as specified 

on Schedule B. Since the Capitalization Date, the Company has not issued any Capital Stock, 

other than (i) the shares of Capital Stock issued upon the exercise of options or delivered under 

other equity-based awards or other convertible securities or warrants which were issued and 

outstanding on the Capitalization Date and disclosed on Schedule B and (ii) Capital Stock 

disclosed on Schedule B.

(d) Convertible Preferred Stock. The Series F-2 Preferred Stock has been duly and 

validly authorized, and, when issued and delivered pursuant to this Purchase Agreement, such 

shares of Series F-2 Preferred Stock will be duly and validly issued, will not be issued in 

violation of any preemptive rights (except that the Series F-2 Preferred Stock shall be offered to 

the holders of the Company’s Common Stock in accordance with Section 3.1 hereof in 

accordance with the Bylaws), and will rank pari passu with or senior to all other series or classes 

of Preferred Stock of the Company, whether or not issued or outstanding, with respect to 

dividend rights and the distribution of assets in the event of any dissolution, liquidation or 

winding up of the Company. 

(e) Trust Preferred Securities and Common Securities. The Trust Preferred Securities 

and Common Securities have been duly and validly authorized by the Issuer Trust and, when 
10

issued and delivered pursuant to this Purchase Agreement, in the case of the Trust Preferred 

Securities, and to the Company in accordance with the Subscription Agreement between the 

Company and the Issuer Trust, dated as of the date hereof, such Trust Preferred Securities and 

Common Securities will be duly and validly issued, fully paid and nonassessable and will 

represent undivided beneficial interests in the assets of the Issuer Trust entitled to the benefits of 

the Declaration, enforceable against the Issuer Trust in accordance with their terms, except as the 

same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or 

similar laws affecting the enforcement of creditors’ rights generally and general equitable 

principles, regardless of whether such enforceability is considered in a proceeding at law or in 

equity (“Bankruptcy Exceptions”). The Trust Preferred Securities will not be issued in violation 

of any preemptive rights, and will rank pari passu with or senior to all other series or classes of 

securities of the Issuer 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 Issuer Trust.

(f) Debentures. The Debentures have been duly authorized by the Company and, 

when issued and delivered to the Indenture Trustee for authentication in accordance with the 

Indenture, and, when authenticated in the manner provided in the Indenture and delivered to the 

Issuer Trust against payment therefor in accordance with the Subscription Agreement between 

the Company and the Issuer Trust, dated as of the Closing Date, will constitute legal, valid and 

binding obligations of the Company entitled to the benefits of the Indenture, enforceable against 

the Company in accordance with their terms, subject to the Bankruptcy Exceptions. 

(g) Guarantee Agreement and the Indenture. The Guarantee Agreement and the 

Indenture have been duly authorized by the Company and, when executed and delivered will 

have been duly executed and delivered by the Company and, assuming due authorization, 

execution and delivery by the Guarantee Trustee, in the case of the Guarantee Agreement, and by 

the Indenture Trustee in the case of the Indenture, will constitute legal, valid and binding 

obligations of the Company, enforceable against the Company in accordance with their 

respective terms, subject to the Bankruptcy Exceptions. 

(h) The Warrants. Each of the Trust Preferred Warrant and the Series F-2 Warrant 

has been duly authorized and, when executed and delivered as contemplated hereby, will 

constitute a valid and legally binding obligation of the Company enforceable against the 

Company in accordance with its terms, subject to the Bankruptcy Exceptions. 

(i) Authorization, Enforceability.

(i) The Company has the requisite power and authority to execute and deliver 

this Purchase Agreement and to carry out its obligations hereunder (which includes the 

issuance of the Series F-2 Preferred Stock). The execution, delivery and performance by 

the Company of this Purchase Agreement and the consummation of the transactions 

contemplated hereby have been duly authorized by all necessary corporate action on the 

part of the Company and its stockholders, and no further approval or authorization is 

required on the part of the Company. This Purchase Agreement is a valid and binding 

obligation of the Company enforceable against the Company, in accordance with its 

terms, subject to the Bankruptcy Exceptions. 
11

(ii) The Issuer Trust has the requisite power and authority to execute and 

deliver this Purchase Agreement and to carry out its obligations hereunder and thereunder 

(which includes the issuance of the Trust Preferred Securities). The execution, delivery 

and performance by the Issuer Trust of this Purchase Agreement and the consummation 

of the transactions contemplated hereby and have been duly authorized by all necessary 

corporate action on the part of the Issuer Trust and its stockholders, and no further 

approval or authorization is required on the part of the Issuer Trust. The Issuer Trust is 

duly qualified to transact business as a foreign entity and is in good standing in each 

jurisdiction in which such qualification is necessary, except where the failure to so 

qualify or be in good standing would not have a material adverse effect on the condition 

(financial or otherwise), earnings, business, prospects or assets of the Issuer Trust, 

whether or not occurring in the ordinary course of business. The Issuer Trust is not a 

party to, or otherwise bound by, any agreement other than this Purchase Agreement, the 

Declaration and the Indenture. The Issuer Trust is, and under current law will continue to 

be, classified for federal income tax purposes as a grantor trust and not as an association 

or publicly traded partnership taxable as a corporation. This Purchase Agreement is a 

valid and binding obligation of the Issuer Trust enforceable against the Issuer Trust, in 

accordance with its terms, subject to the Bankruptcy Exceptions. 

(iii) The Company has the requisite power and authority to execute and deliver 

the Warrants and to carry out its obligations thereunder (which includes the issuance of 

the Warrants and the shares of Series F-2 Preferred Stock issuable upon exercise of the 

Series F-2 Warrant). The execution, delivery and performance by the Company of the 

Warrants and the consummation of the transactions contemplated thereby have been duly 

authorized by all necessary corporate action on the part of the Company, and no further 

approval or authorization is required on the part of the Company. 

(iv) The execution, delivery and performance by the Company and the Issuer 

Trust of this Purchase Agreement and the Warrants, as applicable, and the consummation 

of the transactions contemplated hereby and thereby and compliance by the Company and 

the Issuer Trust with the provisions hereof and thereof, will not (A) violate, conflict with, 

or result in a breach of any provision 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 

termination of, or accelerate the performance required by, or result in a right of 

termination or acceleration of, or result in the creation of, any lien, security interest, 

charge or encumbrance upon any of the properties or assets of the Company or any 

subsidiary of the Company (including the Issuer Trust) (each a “Company Subsidiary”

and, collectively, the “Company Subsidiaries”) under any of the terms, conditions or 

provisions of (i) its organizational documents or (ii) any note, bond, mortgage, indenture, 

deed of trust, license, lease, agreement or other instrument or obligation to which the 

Company or any Company Subsidiary is a party or by which it or any Company 

Subsidiary may be bound, or to which the Company or any Company Subsidiary or any 

of the properties or assets of the Company or any Company Subsidiary may be subject, or 

(B) subject to compliance with the statutes and regulations referred to in the next 

paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, 

injunction or decree applicable to the Company or any Company Subsidiary or any of 

their respective properties or assets except, in the case of clauses (A)(ii) and (B), for 
12

those occurrences that, individually or in the aggregate, have not had and would not 

reasonably be expected to have a Company Material Adverse Effect. 

(v) Other than such filings and approvals as are required to be made or 

obtained under any state “blue sky” laws and such as have been made or obtained, no 

notice to, filing with, exemption or review by, or authorization, consent or approval of, 

any Governmental Entity is required to be made or obtained by the Company or the 

Issuer Trust in connection with the consummation by the Company of the Purchase or the 

Exchanges except for any such notices, filings, exemptions, reviews, authorizations, 

consents and approvals the failure of which to make or obtain would not, individually or 

in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 

(vi) (A) The execution, delivery and performance by the Company of the 

Operative Documents and the Warrants and the consummation of the transactions 

contemplated hereby and thereby and compliance by the Company with the provisions 

hereof will not (1) result in any payment (including severance, unemployment 

compensation, “excess parachute payment” (within the meaning of the Code), “golden 

parachute payment” (as defined in the EESA, as implemented by the Compensation 

Regulations), forgiveness of indebtedness or otherwise) becoming due to any current or 

former employee, officer or director of the Company or any subsidiary of the Company 

from the Company or any subsidiary of the Company under any benefit plan or 

otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result 

in any acceleration of the time of payment or vesting of any such benefits, (4) require the 

funding or increase in the funding of any such benefits or (5) result in any limitation on 

the right of the Company or any subsidiary of the Company to amend, merge, terminate 

or receive a reversion of assets from any benefit plan or related trust, except, in the case 

of each of clauses (1) through (5) above, to the extent applicable to a benefit plan for the 

benefit of employees employed primarily outside of the United States, as would not, 

individually or in the aggregate, reasonably be likely to be material to the Company (it 

being understood that the Company and its subsidiaries shall use its best efforts to 

minimize the effect thereof), and (B) neither the Company nor any subsidiary of the 

Company has taken, or permitted to be taken, any action that required, and no 

circumstances exist that will require the funding, or increase in the funding, of any 

benefits or resulted, or will result, in any limitation on the right of the Company or any 

subsidiary of the Company to amend, merge, terminate or receive a reversion of assets 

from any benefit plan or related trust. 

(j) Anti-takeover Provisions and Rights Plan. The Board of Directors of the 

Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions 

contemplated by this Purchase Agreement and the Warrants and the consummation of the 

transactions contemplated hereby and thereby, including the exercise of the Warrants in 

accordance with their terms, will be exempt from any anti-takeover or similar provisions of the 

Company’s Charter and Bylaws, and any other provisions of any applicable “moratorium”, 

“control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations 

of any jurisdiction. 
13

(k) No Company Material Adverse Effect. Since the last day of the last completed 

fiscal period for which financial statements are included in the Company Financial Statements 

(as defined below), no fact, circumstance, event, change, occurrence, condition or development 

has occurred that, individually or in the aggregate, has had or would reasonably be expected to 

have a Company Material Adverse Effect. 

(l) Company Financial Statements. The Company has Previously Disclosed each of 

the consolidated financial statements of the Company and its consolidated subsidiaries for each 

of the last three completed fiscal years of the Company (which shall be audited to the extent 

audited financial statements are available prior to the Signing Date) and each completed 

quarterly period since the last completed fiscal year (collectively the “Company Financial 

Statements”). The Company Financial Statements present fairly in all material respects the 

consolidated financial position of the Company and its consolidated subsidiaries as of the dates 

indicated therein and the consolidated results of their operations for the periods specified therein; 

and except as stated therein, such financial statements (A) were prepared in conformity with 

GAAP applied on a consistent basis (except as may be noted therein) and (B) have been prepared 

from, and are in accordance with, the books and records of the Company and the Company 

Subsidiaries.

(m) Reports.

(i) Since December 31, 2007, the Company and each Company Subsidiary 

has filed all reports, registrations, documents, filings, statements and submissions, 

together with any amendments thereto, that it was required to file with any Governmental 

Entity (the foregoing, collectively, the “Company Reports”) and has paid all fees and 

assessments due and payable in connection therewith, except, in each case, as would not, 

individually or in the aggregate, reasonably be expected to have a Company Material 

Adverse Effect. As of their respective dates of filing, the Company Reports complied in 

all material respects with all statutes and applicable rules and regulations of the 

applicable Governmental Entities. 

(ii) The records, systems, controls, data and information of the Company and 

the Company Subsidiaries are recorded, stored, maintained and operated under means 

(including any electronic, mechanical or photographic process, whether computerized or 

not) that are under the exclusive ownership and direct control of the Company or the 

Company Subsidiaries or their accountants (including all means of access thereto and 

therefrom), except for any non-exclusive ownership and non-direct control that would not 

reasonably be expected to have a material adverse effect on the system of internal 

accounting controls described below in this Section 2.2(k)(ii). The Company (A) has 

implemented and maintains adequate disclosure controls and procedures to ensure that 

material information relating to the Company, including the consolidated Company 

Subsidiaries, is made known to the chief executive officer and the chief financial officer 

of the Company by others within those entities, and (B) has disclosed, based on its most 

recent evaluation prior to the Signing Date, to the Company’s outside auditors and the 

audit committee of the Board of Directors (x) any significant deficiencies and material 

weaknesses in the design or operation of internal controls that are reasonably likely to 

adversely affect the Company’s ability to record, process, summarize and report financial 
14

information and (y) any fraud, whether or not material, that involves management or 

other employees who have a significant role in the Company’s internal controls over 

financial reporting. 

(n) No Undisclosed Liabilities. Neither the Company nor any of the Company 

Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or 

otherwise) which are not properly reflected or reserved against in the Company Financial 

Statements to the extent required to be so reflected or reserved against in accordance with 

GAAP, except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and 

usual course of business and consistent with past practice and (B) liabilities that, individually or 

in the aggregate, have not had and would not reasonably be expected to have a Company 

Material Adverse Effect. 

(o) Offering of Securities. Neither the Company, the Issuer Trust nor any person 

acting on behalf of either the Company or the Issuer Trust has taken any action (including any 

offering of any securities of the Company or the Issuer Trust under circumstances which would 

require the integration of such offering with the offering of any of the Purchased Securities under 

the Securities Act, and the rules and regulations of the Securities and Exchange Commission (the 

“SEC”) promulgated thereunder), which might subject the offering, issuance or sale of any of the 

Purchased Securities to Investor pursuant to this Purchase Agreement to the registration 

requirements of the Securities Act. 

(p) Litigation and Other Proceedings. Except (i) as set forth on Schedule C or (ii) as 

would not, individually or in the aggregate, reasonably be expected to have a Company Material 

Adverse Effect, there is no (A) pending or, to the knowledge of the Company, threatened, claim, 

action, suit, investigation or proceeding, against the Company or any Company Subsidiary or to 

which any of their assets are subject nor is the Company or any Company Subsidiary subject to 

any order, judgment or decree or (B) unresolved violation, criticism or exception by any 

Governmental Entity with respect to any report or relating to any examinations or inspections of 

the Company or any Company Subsidiaries. 

(q) Compliance with Laws. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect, the Company and the 

Company Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals 

of, and have made all filings, applications and registrations with, Governmental Entities that are 

required in order to permit them to own or lease their properties and assets and to carry on their 

business as presently conducted and that are material to the business of the Company or such 

Company Subsidiary. Except as set forth on Schedule D, the Company and the Company 

Subsidiaries have complied in all respects and are not in default or violation of, and none of them 

is, to the knowledge of the Company, under investigation with respect to or, to the knowledge of 

the Company, have been threatened to be charged with or given notice of any violation of, any 

applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, 

regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any 

Governmental Entity, other than such noncompliance, defaults or violations that would not, 

individually or in the aggregate, reasonably be expected to have a Company Material Adverse 

Effect. Except for statutory or regulatory restrictions of general application or as set forth on 

Schedule D, no Governmental Entity has placed any restriction on the business or properties of 
15

the Company or any Company Subsidiary that would, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect. 

(r) Employee Benefit Matters. Except as would not reasonably be expected to have, 

either individually or in the aggregate, a Company Material Adverse Effect: (A) each “employee 

benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security 

Act of 1974, as amended (“ERISA”)) providing benefits to any current or former employee, 

officer or director of the Company or any member of its “Controlled Group” (defined as any 

organization which is a member of a controlled group of corporations within the meaning of 

Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) that is sponsored, 

maintained or contributed to by the Company or any member of its Controlled Group and for 

which the Company or any member of its Controlled Group would have any liability, whether 

actual or contingent (each, a “Plan”) has been maintained in compliance with its terms and with 

the requirements of all applicable statutes, rules and regulations, including ERISA and the Code; 

(B) with respect to each Plan subject to Title IV of ERISA (including, for purposes of this clause 

(B), any plan subject to Title IV of ERISA that the Company or any member of its Controlled 

Group previously maintained or contributed to in the six years prior to the Signing Date), (1) no 

“reportable event” (within the meaning of Section 4043(c) of ERISA), other than a reportable 

event for which the notice period referred to in Section 4043(c) of ERISA has been waived, has 

occurred in the three years prior to the Signing Date or is reasonably expected to occur, (2) no 

“accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 

of the Code), whether or not waived, has occurred in the three years prior to the Signing Date or 

is reasonably expected to occur, (3) the fair market value of the assets under each Plan exceeds 

the present value of all benefits accrued under such Plan (determined based on the assumptions 

used to fund such Plan) and (4) neither the Company nor any member of its Controlled Group 

has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any 

liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC 

in the ordinary course and without default) in respect of a Plan (including any Plan that is a 

“multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (C) each Plan 

that is intended to be qualified under Section 401(a) of the Code has received a favorable 

determination letter from the Internal Revenue Service with respect to its qualified status that has 

not been revoked, or such a determination letter has been timely applied for but not received by 

the Signing Date, and nothing has occurred, whether by action or by failure to act, which could 

reasonably be expected to cause the loss, revocation or denial of such qualified status or 

favorable determination letter. 

(s) Taxes. Except as would not, individually or in the aggregate, reasonably be 

expected to have a Company Material Adverse Effect, (i) the Company and the Company 

Subsidiaries have filed all federal, state, local and foreign income and franchise Tax returns 

required to be filed through the Signing Date, subject to permitted extensions, and have paid all 

Taxes due thereon, and (ii) no Tax deficiency has been determined adversely to the Company or 

any of the Company Subsidiaries, nor does the Company have any knowledge of any Tax 

deficiencies. “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, 

property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or 

add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, 

governmental fee or other like assessment or charge of any kind whatsoever, together with any 

interest or penalty, imposed by any Governmental Entity. 
16

(t) Properties and Leases. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect, the Company and the 

Company Subsidiaries have good and marketable title to all real properties and all other 

properties and assets owned by them, in each case free from liens, encumbrances, claims and 

defects that would affect the value thereof or interfere with the use made or to be made thereof 

by them. Except as would not, individually or in the aggregate, reasonably be expected to have a 

Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased 

real or personal property under valid and enforceable leases with no exceptions that would 

interfere with the use made or to be made thereof by them. 

(u) Environmental Liability. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect: 

(i) there is no legal, administrative, or other proceeding, claim or action of 

any nature seeking to impose, or that would reasonably be expected to result in the 

imposition of, on the Company or any Company Subsidiary, any liability relating to the 

release of hazardous substances as defined under any local, state or federal environmental 

statute, regulation or ordinance, including the Comprehensive Environmental Response, 

Compensation and Liability Act of 1980, pending or, to the Company’s knowledge, 

threatened against the Company or any Company Subsidiary; 

(ii) to the Company’s knowledge, there is no reasonable basis for any such 

proceeding, claim or action; and 

(iii) neither the Company nor any Company Subsidiary is subject to any 

agreement, order, judgment or decree by or with any court, Governmental Entity or third 

party imposing any such environmental liability. 

(v) Risk Management Instruments. Except as would not, individually or in the 

aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative 

instruments, including, swaps, caps, floors and option agreements, whether entered into for the 

Company’s own account, or for the account of one or more of the Company Subsidiaries or its or 

their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance 

with prudent practices and in all material respects with all applicable laws, rules, regulations and 

regulatory policies and (iii) with counterparties believed to be financially responsible at the time; 

and each of such instruments constitutes the valid and legally binding obligation of the Company 

or one of the Company Subsidiaries, enforceable in accordance with its terms, except as may be 

limited by the Bankruptcy Exceptions. Neither the Company or the Company Subsidiaries, nor, 

to the knowledge of the Company, any other party thereto, is in breach of any of its obligations 

under any such agreement or arrangement other than such breaches that would not, individually 

or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 

(w) Agreements with Regulatory Agencies. Except as set forth on Schedule E, neither 

the Company nor any Company Subsidiary is subject to any material cease-and-desist or other 

similar order or enforcement action issued by, or is a party to any material written agreement, 

consent agreement or memorandum of understanding with, or is a party to any commitment letter 

or similar undertaking to, or is subject to any capital directive by, or since December 31, 2007, 
17

has adopted any board resolutions at the request of, any Governmental Entity (other than the 

Appropriate Federal Banking Agencies with jurisdiction over the Company and the Company 

Subsidiaries) that currently restricts in any material respect the conduct of its business or that in 

any material manner relates to its capital adequacy, its liquidity and funding policies and 

practices, its ability to pay dividends, its credit, risk management or compliance policies or 

procedures, its internal controls, its management or its operations or business (each item in this 

sentence, a “Regulatory Agreement”). The Company and each Company Subsidiary are in 

compliance in all material respects with each Regulatory Agreement to which it is party or 

subject, and neither the Company nor any Company Subsidiary has received any notice from any 

Governmental Entity indicating that either the Company or any Company Subsidiary is not in 

compliance in all material respects with any such Regulatory Agreement. “Appropriate Federal 

Banking Agency” means the “appropriate Federal banking agency” with respect to the Company 

or such Company Subsidiaries, as applicable, as defined in Section 3(q) of the Federal Deposit 

Insurance Act (12 U.S.C. Section 1813(q)). 

(x) Insurance. The Company and the Company Subsidiaries are insured with 

reputable insurers against such risks and in such amounts as the management of the Company 

reasonably has determined to be prudent and consistent with industry practice. The Company 

and the Company Subsidiaries are in material compliance with their insurance policies and are 

not in default under any of the material terms thereof, each such policy is outstanding and in full 

force and effect, all premiums and other payments due under any material policy have been paid, 

and all claims thereunder have been filed in due and timely fashion, except, in each case, as 

would not, individually or in the aggregate, reasonably be expected to have a Company Material 

Adverse Effect. 

(y) Intellectual Property. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each 

Company Subsidiary owns or otherwise has the right to use, all intellectual property rights, 

including all trademarks, trade dress, trade names, service marks, domain names, patents, 

inventions, trade secrets, know-how, works of authorship and copyrights therein, that are used in 

the conduct of their existing businesses and all rights relating to the plans, design and 

specifications of any of its branch facilities (“Proprietary Rights”) free and clear of all liens and 

any claims of ownership by current or former employees, contractors, designers or others and (ii) 

neither the Company nor any of the Company Subsidiaries is materially infringing, diluting, 

misappropriating or violating, nor has the Company or any or the Company Subsidiaries received 

any written (or, to the knowledge of the Company, oral) communications alleging that any of 

them has materially infringed, diluted, misappropriated or violated, any of the Proprietary Rights 

owned by any other person. Except as would not, individually or in the aggregate, reasonably be 

expected to have a Company Material Adverse Effect, to the Company’s knowledge, no other 

person is infringing, diluting, misappropriating or violating, nor has the Company or any or the 

Company Subsidiaries sent any written communications since January 1, 2007 alleging that any 

person has infringed, diluted, misappropriated or violated, any of the Proprietary Rights owned 

by the Company and the Company Subsidiaries. 

(z) Brokers and Finders. No broker, finder or investment banker is entitled to any 

financial advisory, brokerage, finder’s or other fee or commission in connection with this 

Purchase Agreement or the Warrants or the transactions contemplated hereby or thereby based 
18

upon arrangements made by or on behalf of the Company or any Company Subsidiary for which 

the Investor could have any liability. 

(aa) Bank Holding Company. The Company is a duly registered bank holding 

company under the Bank Holding Company Act of 1956, as amended, and the regulations of the 

Board of Governors of the Federal Reserve System (the “Federal Reserve”), and the deposit 

accounts of the Company’s subsidiary depository institutions are insured by the Federal Deposit 

Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and 

regulations of the FDIC, and no proceeding for the termination of such insurance are pending or, 

to the knowledge of the Company after due inquiry, threatened. 

2.3 Representations and Warranties of the Investor. The Investor represents and 

warrants to the Company and the Issuer Trust that as of the Signing Date and as of the Closing 

Date (or such other date specified herein): 

(a) Authorization and Title. The Investor has full right, power and authority to 

execute and deliver this Purchase Agreement and to perform its obligations hereunder and this 

Purchase Agreement has been duly authorized, executed and delivered by or on behalf of the 

Investor. The execution, delivery and performance by the Investor of this Purchase Agreement 

and the consummation of the transactions contemplated hereby have been duly authorized by all 

necessary action on the part of the Investor, and no further approval is required on the part of the 

Investor. This Purchase Agreement is a valid and binding obligation of the Investor enforceable 

against the Investor, in accordance with its terms. The Investor has the full right, power, legal 

capacity and authority to sell and transfer the Old Shares.

(b) No Encumbrances. The Investor has good and marketable title to the Old Shares 

being exchanged by the Investor in the Exchanges, free and clear of all liens, encumbrances, 

equities and claims, and full right, power and authority to effect the delivery of the Old Shares in 

the Exchanges. The Investor represents that the Exchanges will vest in the Company absolute 

title to the number of shares of the Series D-1 Preferred Stock, the Series D-2 Preferred Stock 

and the Series F Preferred Stock set forth herein, free and clear of any and all liens, 

encumbrances, equities and claims. 

Article III 

Covenants

3.1 Commercially Reasonable Efforts. Subject to the terms and conditions of this 

Purchase Agreement, each of the parties will use its commercially reasonable efforts in good 

faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, 

proper or desirable, or advisable under applicable laws, so as to (i) permit consummation of the 

Purchase and the Exchanges as promptly as practicable and otherwise to enable consummation 

of the transactions contemplated hereby and (ii) permit consummation of a subsequent 

preemptive offering of the Series F-2 Preferred Stock to the holders of the Company’s Common 

Stock in accordance with Section 10.3 of the Bylaws and shall use, in each case, commercially 

reasonable efforts to cooperate with the other party to that end (including, in the case of clause 

(ii), Investor offering to sell, on terms substantially similar to those set forth in this Purchase 

Agreement (except that the consideration to be paid for each share of Series F-2 Preferred Stock 
19

shall be cash in an amount equal to the liquidation amount per share of Series F-2 Preferred 

Stock, and shall not include the exchange of Old Shares)), such amount of Series F-2 Preferred 

Stock to other holders of the Company’s Common Stock as may be necessary in order to allow 

the Company to comply with Section 10.3 of the Bylaws). 

3.2 Expenses. Unless otherwise provided in this Purchase Agreement or the 

Warrants, each of the parties hereto will bear and pay all costs and expenses incurred by it or on 

its behalf in connection with the transactions contemplated under this Purchase Agreement or the 

Warrants, including fees and expenses of its own financial or other consultants, investment 

bankers, accountants and counsel. 

3.3 Sufficiency of Authorized Securities; Exchange Listing.

(a) During the period from the Closing Date until the date on which the Trust 

Preferred Warrant and the Series F-2 Warrant have been fully exercised, the Company shall at all 

times hold a sufficient number of Trust Preferred Securities and have authorized a sufficient 

number of shares of Series F-2 Preferred Stock, respectively, to effectuate such exercise. 

(b) If the Company lists its Capital Stock, or if the Issuer Trust lists any trust 

preferred securities, on any national securities exchange, the Company or the Issuer Trust, as 

applicable, shall, if requested by the Investor, at the Company’s expense, promptly use its 

reasonable best efforts to cause the Series F-2 Preferred Stock and the underlying Common 

Stock or the Trust Preferred Securities, as applicable, to be approved for listing on a national 

securities exchange as promptly as practicable following such request. 

3.4 Certain Notifications Until Closing. From the Signing Date until the Closing, the 

Company and the Issuer Trust shall promptly notify the Investor of (i) any fact, event or 

circumstance of which it is aware and which would reasonably be likely to cause any 

representation or warranty of the Company or the Issuer Trust contained in this Purchase 

Agreement to be untrue or inaccurate in any material respect or to cause any covenant or 

agreement of the Company or the Issuer Trust contained in this Purchase Agreement not to be 

complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any 

fact, circumstance, event, change, occurrence, condition or development of which the Company 

or the Issuer Trust is aware and which, individually or in the aggregate, has had or would 

reasonably be likely to have a Company Material Adverse Effect; provided, however, that

delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or 

remedies available to the Investor; provided, further, that a failure to comply with this Section 

3.4 shall not constitute a breach of this Purchase Agreement or the failure of any condition set 

forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or 

material breach would independently result in the failure of a condition set forth in Section 1.2 to 

be satisfied. 
20

3.5 Access, Information and Confidentiality.

(a) From the Signing Date until the date when the securities beneficially owned by 

the Investor or an Affiliate of the Investor represent less than 10% of the outstanding shares of 

Common Stock or 10% of the aggregate liquidation amount of the Purchased Securities issued to 

the Investor pursuant to this Purchase Agreement (the “Qualifying Ownership Interest”), the 

Company will permit the Investor and its agents, consultants, contractors and advisors (i) acting 

though the Company’s Appropriate Federal Banking Agency, to examine the corporate books and 

make copies thereof and to discuss the affairs, finances and accounts of the Company and Company 

Subsidiaries with the principal officers of the Company, all upon reasonable notice and at such 

reasonable times and as often as the Investor may reasonably request and (ii) to review any 

information material to the Investor’s investment in the Company provided by the Company to its 

Appropriate Federal Banking Agency. 

(b) From the Signing Date until the date when the Investor holds less than the 

Qualifying Ownership Interest, the Company will permit and cause the Company Subsidiaries to 

permit (i) the Investor and its agents, consultants and contractors, (ii) the Special Inspector General 

of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States access 

to personnel and any books, papers, records or other data in each case to the extent relevant to 

ascertaining compliance with the financing terms and conditions; provided that prior to disclosing 

any information pursuant to clause (ii) or (iii), the Special Inspector General of the Troubled Asset 

Relief Program and the Comptroller General of the United States shall have agreed, with respect to 

documents obtained under this Purchase Agreement and in furtherance of its function, to follow 

applicable law and regulation (and the applicable customary policies and procedures) regarding the 

dissemination of confidential materials, including redacting confidential information from the 

public version of its reports and soliciting the input from the Company as to information that should 

be afforded confidentiality, as appropriate. 

(c) The Investor will use reasonable best efforts to hold, and will use reasonable best 

efforts to cause its agents, consultants, contractors and advisors, and United States executive branch 

officials and employees, to hold, in confidence all non-public records, books, contracts, 

instruments, computer data and other data and information (collectively, “Information”) concerning

the Company furnished or made available to it by the Company or its representatives pursuant to 

this Purchase Agreement (except to the extent that such information can be shown to have been (i) 

previously known by such party on a non-confidential basis, (ii) in the public domain through no 

fault of such party or (iii) later lawfully acquired from other sources by the party to which it was 

furnished (and without violation of any other confidentiality obligation)); provided that nothing 

herein shall prevent the Investor from disclosing any Information to the extent required by 

applicable laws or regulations or by any subpoena or similar legal process. The Investor 

understands that the Information may contain commercially sensitive confidential information 

entitled to an exception from a Freedom of Information Act request. 

(d) The Investor represents that it has been informed by the Special Inspector General 

of the Troubled Asset Relief Program and the Comptroller General of the United States that they, 

before making any request for access or information pursuant to their audit function under this 

Purchase Agreement, will establish a protocol to avoid, to the extent reasonably possible, 

duplicative requests pursuant to this Purchase Agreement. Nothing in this Section shall be 
21

construed to limit the authority that the Special Inspector General of the Troubled Asset Relief 

Program or the Comptroller General of the United States have under law. 

3.6 Reporting. From the Signing Date until the date on which all of the shares of 

Series F-2 Preferred Stock have been redeemed in whole or converted to Common Stock and the 

Trust Preferred Securities have been redeemed in whole, the Company will deliver, or will cause 

to be delivered, to the Investor: 

(a) as soon as available after the end of each fiscal year of the Company, and in any 

event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such 

fiscal year, and consolidated statements of income, retained earnings and cash flows of the 

Company for such year, in each case prepared in accordance with GAAP and setting forth in each 

case in comparative form the figures for the previous fiscal year of the Company, and which shall 

be audited to the extent audited financial statements are available;

(b) as soon as available after the end of the first, second and third quarterly periods in 

each fiscal year of the Company, a copy of any quarterly reports provided to other members of the 

Company or Company management; 

(c) within 15 days after the conclusion of each calendar month the Company shall 

deliver to the Investor a certification signed by the principal executive officer (or person acting in 

similar capacity) of the Company that (i) the Expense Policy (as defined in 4.11(c)(i) of this 

Purchase Agreement) conforms to the requirements set forth herein; (ii) the Company and its 

Subsidiaries are in compliance with the Expense Policy; and (iii) there have been no material 

amendments to the Expense Policy or deviations from the Expense Policy other than those that 

have been disclosed to and approved by the Investor;

(d) within 15 days after the conclusion of each calendar month, the Company shall 

deliver to the Investor a certification signed by a principal executive officer (or person acting in 

similar capacity) of the Company that all Benefit Plans with respect to Senior Executive Officers 

are in compliance with the covenants made under Sections 4.11(a), (b) and (f) of this Purchase 

Agreement; 

(e) as soon as available, but in any event within 20 days after the end of each 

calendar month, a monthly management financial report summarizing results of the Company for 

such monthly period and for the period from the beginning of the fiscal year setting forth, in each 

case, comparisons to the annual budget for such fiscal year and to the corresponding period in the 

preceding fiscal year. To the extent the twentieth calendar day falls on a non-Business Day, the 

due date for such monthly period shall be the next succeeding Business Day;

(f) as soon as available, but no later than concurrently with the delivery of such 

materials to the Company’s Board of Directors and no fewer than six times per calendar year, a 

management forecast summarizing the financial projections for the Company for the remainder of 

such fiscal year and setting forth a comparison to the annual budget for such fiscal year and to the 

corresponding period in the preceding fiscal year. 

(g) from time to time such other information regarding the financial condition, 

operations, or business of the Company as the Investor may reasonably request. 
22

Article IV 

Additional Agreements 

4.1 Purchase for Investment. The Investor acknowledges that the Purchased 

Securities and the Common Stock underlying the Series F-2 Preferred Stock have not been 

registered under the Securities Act or under any state securities laws. The Investor (a) is 

acquiring the Purchased Securities pursuant to an exemption from registration under the 

Securities Act solely for investment with no present intention to distribute them to any person in 

violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or 

otherwise dispose of any of the Purchased Securities or the Common Stock underlying the Series 

F-2 Preferred Stock, except in compliance with the registration requirements or exemption 

provisions of the Securities Act and any applicable U.S. state securities laws, and (c) has such 

knowledge and experience in financial and business matters and in investments of this type that 

it is capable of evaluating the merits and risks of the Purchase and of making an informed 

investment decision. 

4.2 Legends.

(a) The Investor agrees that all certificates or other instruments representing the 

Warrants will bear a legend substantially to the following effect: 

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD 

OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION 

STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND 

APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION 

FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON 

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE 

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE 

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT 

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH 

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE 

WITH SAID AGREEMENT WILL BE VOID.” 

(b) In addition, the Investor agrees that all certificates or other instruments 

representing the Series F-2 Preferred Stock and the Common Stock underlying the Series F-2 

Preferred Stock will bear a legend substantially to the following effect: 

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS 

ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT 

INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY 

OTHER GOVERNMENTAL AGENCY. 
23

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY 

NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE 

A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER 

SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO 

AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE 

EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 

144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED 

BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT 

IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL 

OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT 

WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG 

AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE 

FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY 

BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 

144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN 

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER 

TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN 

RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY 

OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION 

REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL 

GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE 

EFFECT OF THIS LEGEND. 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON 

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE 

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE 

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT 

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH 

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE 

WITH SAID AGREEMENT WILL BE VOID.” 

(c) In addition, the Investor agrees that all certificates or other instruments 

representing the Trust Preferred Securities will bear a legend substantially to the following 

effect:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS 

ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT 

INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY 

OTHER GOVERNMENTAL AGENCY. 
24

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY 

NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE 

A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER 

SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO 

AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE 

EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 

144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED 

BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT 

IT IS (X) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT) OR (Y) AN INSTITUTIONAL “ACCREDITED 

INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) 

OF RULE 501 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT 

OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY 

THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION 

STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) 

FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT 

ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT 

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS 

DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES 

FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED 

INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER 

IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) 

PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE 

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES 

THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES 

REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE 

SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON 

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE 

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE 

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT 

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH 

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE 

WITH SAID AGREEMENT WILL BE VOID. 

THE DEBENTURES WERE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”),

FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE INTERNAL 

REVENUE CODE OF 1986, AS AMENDED. GMAC, INC. (THE “COMPANY”) 

WILL, BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE, 

PROMPTLY PROVIDE TO HOLDERS OF SECURITIES, UPON WRITTEN 

REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND 
25

THE YIELD TO MATURITY WITH RESPECT TO THE DEBENTURES. ANY SUCH 

WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT GMAC INC., 200 

RENAISSANCE CENTER, P.O. BOX 200, DETROIT, MICHIGAN 48265-2000, 

ATTENTION: CHIEF FINANCIAL OFFICER.” 

(d) In the event that any Purchased Securities or shares of Common Stock underlying 

the Series F-2 Preferred Stock (i) become registered under the Securities Act or (ii) are eligible to 

be transferred without restriction in accordance with Rule 144 or another exemption from 

registration under the Securities Act (other than Rule 144A), the Company or the Issuer Trust, as 

applicable, shall issue new certificates or other instruments representing such Purchased 

Securities or shares of Common Stock underlying the Series F-2 Preferred Stock, which shall not 

contain the applicable legends in Sections 4.2(a), (b) and (c) above; provided that the Investor 

surrenders to the Company the previously issued certificates or other instruments. 

4.3 Certain Transactions. The Company will not merge or consolidate with, or sell, 

transfer or lease all or substantially all of its property or assets to, any other party unless the 

successor, transferee or lessee party (or its ultimate parent entity), as the case may be (if not the 

Company), expressly assumes the due and punctual performance and observance of each and 

every covenant, agreement and condition of this Purchase Agreement to be performed and 

observed by the Company and the Issuer Trust. 

4.4 Transfer of Purchased Securities; Restrictions on Exercise of the Warrants.

Subject to compliance with applicable securities laws, the Investor shall be permitted to transfer, 

sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Purchased Securities and 

Common Stock underlying the Series F-2 Preferred Stock at any time, and the Company shall 

take all steps as may be reasonably requested by the Investor to facilitate the Transfer of the 

Purchased Securities and the Common Stock underlying the Series F-2 Preferred Stock, pursuant 

to the provisions of the Charter, the Bylaws and the Declaration, as applicable. In furtherance of 

the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of 

the Purchased Securities and Common Stock underlying the Series F-2 Preferred Stock, 

including, as is reasonable under the circumstances, by furnishing such information concerning 

the Company and its business as a proposed transferee may reasonably request (including such 

information as is required by Section 4.5(f)) and making management of the Company 

reasonably available to respond to questions of a proposed transferee in accordance with 

customary practice, subject in all cases to the proposed transferee agreeing to a customary 

confidentiality agreement. 

4.5 Registration Rights.

(a) Registration.

(i) Subject to the terms and conditions of this Purchase Agreement, the 

Company covenants and agrees that within 30 days of the Closing Date, the Company 

shall prepare and file with the SEC a Shelf Registration Statement covering all applicable 

Registrable Securities (or otherwise designate an existing Shelf Registration Statement 

filed with the SEC to cover the Registrable Securities), and, to the extent the Shelf 

Registration Statement has not theretofore been declared effective or is not automatically 
26

effective upon such filing, the Company shall use reasonable best efforts to cause such 

Shelf Registration Statement to be declared or become effective and to keep such Shelf 

Registration Statement continuously effective and in compliance with the Securities Act 

and usable for resale of such Registrable Securities for a period from the date of its initial 

effectiveness until such time as there are no Registrable Securities remaining (including 

by refiling such Shelf Registration Statement (or a new Shelf Registration Statement) if 

the initial Shelf Registration Statement expires). Notwithstanding the foregoing, if the 

Company is not eligible to file a registration statement on Form S-3 with respect to all or 

a portion of the Registrable Securities, then the Company shall not be obligated to file a 

Shelf Registration Statement with respect to such Registrable Securities unless and until 

requested to do so in writing by the Investor. 

(ii) Any registration pursuant to Section 4.5(a)(i) shall be effected by means of 

a shelf registration on an appropriate form under Rule 415 under the Securities Act (a 

“Shelf Registration Statement”). If the Investor or any other Holder intends to distribute 

any Registrable Securities by means of an underwritten offering it shall promptly so 

advise the Company and the Company shall take all reasonable steps to facilitate such 

distribution, including the actions required pursuant to Section 4.5(c); provided that the 

Company shall not be required to facilitate an underwritten offering of Registrable 

Securities unless the expected gross proceeds from such offering exceed an amount equal 

to $50 million. The lead underwriters in any such distribution shall be selected by the 

Holders of a majority of the Registrable Securities to be distributed; provided that to the 

extent appropriate and permitted under applicable law, such Holders shall consider the 

qualifications of any broker-dealer Affiliate of the Company in selecting the lead 

underwriters in any such distribution.

(iii) The Company shall not be required to effect a registration (including a 

resale of Registrable Securities from an effective Shelf Registration Statement) or an 

underwritten offering pursuant to Section 4.5(a): (A) with respect to securities that are not 

Registrable Securities; or (B) if the Company has notified the Investor and all other 

Holders that in the good faith judgment of the Board of Directors, it would be materially 

detrimental to the Company or its securityholders for such registration or underwritten 

offering to be effected at such time, in which event the Company shall have the right to 

defer such registration for a period of not more than 45 days after receipt of the request of 

the Investor or any other Holder; provided that such right to delay a registration or 

underwritten offering shall be exercised by the Company, (1) only if the Company has 

generally exercised (or is concurrently exercising) similar black-out rights against holders 

of similar securities that have registration rights and (2) not more than three times in any 

12-month period and not more than 90 days in the aggregate in any 12-month period. 

(iv) If during any period when an effective Shelf Registration Statement is not 

available, the Company proposes to register any of its equity securities, other than a 

registration pursuant to Section 4.5(a)(i) or a Special Registration, and the registration 

form to be filed may be used for the registration or qualification for distribution of 

Registrable Securities, the Company will give prompt written notice to the Investor and 

all other Holders of its intention to effect such a registration (but in no event less than 10 

days prior to the anticipated filing date) and will include in such registration all 
27

Registrable Securities with respect to which the Company has received written requests 

for inclusion therein within ten business days after the date of the Company’s notice (a 

“Piggyback Registration”). Any such person that has made such a written request may 

withdraw its Registrable Securities from such Piggyback Registration by giving written 

notice to the Company and the managing underwriter, if any, on or before the fifth 

business day prior to the planned effective date of such Piggyback Registration. The 

Company may terminate or withdraw any registration under this Section 4.5(a)(iv) prior 

to the effectiveness of such registration, whether or not Investor or any other Holders 

have elected to include Registrable Securities in such registration. 

(v) If the registration referred to in Section 4.5(a)(iv) is proposed to be 

underwritten, the Company will so advise the Investor and all other Holders as a part of 

the written notice given pursuant to Section 4.5(a)(iv). In such event, the right of the 

Investor and all other Holders to registration pursuant to Section 4.5(a) will be 

conditioned upon such persons’ participation in such underwriting and the inclusion of 

such person’s Registrable Securities in the underwriting if such securities are of the same 

class of securities as the securities to be offered in the underwritten offering, and each 

such person will (together with the Company and the other persons distributing their 

securities through such underwriting) enter into an underwriting agreement in customary 

form with the underwriter or underwriters selected for such underwriting by the 

Company; provided that the Investor (as opposed to other Holders) shall not be required 

to indemnify any person in connection with any registration. If any participating person 

disapproves of the terms of the underwriting, such person may elect to withdraw 

therefrom by written notice to the Company the managing underwriters and the Investor 

(if the Investor is participating in the underwriting). 

(vi) If either (x) the Company grants “piggyback” registration rights to one or 

more third parties to include their securities in an underwritten offering under the Shelf 

Registration Statement pursuant to Section 4.5(a)(ii) or (y) a Piggyback Registration 

under Section 4.5(a)(iv) relates to an underwritten offering on behalf of the Company and 

in either case the managing underwriters advise the Company that in their reasonable 

opinion the number of securities requested to be included in such offering exceeds the 

number which can be sold without adversely affecting the marketability of such offering 

(including an adverse effect on the per share offering price), the Company will include in 

such offering only such number of securities that in the reasonable opinion of such 

managing underwriters can be sold without adversely affecting the marketability of the 

offering (including an adverse effect on the per share offering price), which securities 

will be so included in the following order of priority: (A) first, in the case of a Piggyback 

Registration under Section 4.5(a)(iv), the securities the Company proposes to sell, (B) 

then the Registrable Securities of the Investor and all other Holders who have requested 

inclusion of Registrable Securities pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iv), as 

applicable, pro rata on the basis of the aggregate number of such securities or shares 

owned by each such person and (C) lastly, any other securities of the Company that have 

been requested to be so included, subject to the terms of this Purchase Agreement; 

provided, however, that if the Company has, prior to the Signing Date, entered into an 

agreement with respect to its securities that is inconsistent with the order of priority 
28

contemplated hereby then it shall apply the order of priority in such conflicting 

agreement to the extent that it would otherwise result in a breach under such agreement. 

(b) Expenses of Registration. All Registration Expenses incurred in connection with 

any registration, qualification or compliance hereunder shall be borne by the Company. All 

Selling Expenses incurred in connection with any registrations hereunder shall be borne by the 

holders of the securities so registered pro rata on the basis of the aggregate offering or sale price 

of the securities so registered. 

(c) Obligations of the Company. Whenever required to effect the registration of any 

Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an 

effective Shelf Registration Statement, the Company shall, as expeditiously as reasonably 

practicable: 

(i) Prepare and file with the SEC a prospectus supplement or post-effective 

amendment with respect to a proposed offering of Registrable Securities pursuant to an 

effective registration statement, subject to Section 4.5(c), keep such registration statement 

effective and keep such prospectus supplement current until the securities described 

therein are no longer Registrable Securities. 

(ii) Prepare and file with the SEC such amendments and supplements to the 

applicable registration statement and the prospectus or prospectus supplement used in 

connection with such registration statement as may be necessary to comply with the 

provisions of the Securities Act with respect to the disposition of all securities covered by 

such registration statement. 

(iii) Furnish to the Holders and any underwriters such number of copies of the 

applicable registration statement and each such amendment and supplement thereto 

(including in each case all exhibits) and of a prospectus, including a preliminary 

prospectus, in conformity with the requirements of the Securities Act, and such other 

documents as they may reasonably request in order to facilitate the disposition of 

Registrable Securities owned or to be distributed by them. 

(iv) Use its reasonable best efforts to register and qualify the securities covered 

by such registration statement under such other securities or blue sky laws of such 

jurisdictions as shall be reasonably requested by the Holders or any managing 

underwriter(s), to keep such registration or qualification in effect for so long as such 

registration statement remains in effect, and to take any other action which may be 

reasonably necessary to enable such seller to consummate the disposition in such 

jurisdictions of the securities owned by such Holder; provided that the Company shall not 

be required in connection therewith or as a condition thereto to qualify to do business or 

to file a general consent to service of process in any such states or jurisdictions. 

(v) Notify each Holder of Registrable Securities at any time when a 

prospectus relating thereto is required to be delivered under the Securities Act of the 

happening of any event as a result of which the applicable prospectus, as then in effect, 

includes an untrue statement of a material fact or omits to state a material fact required to 
29

be stated therein or necessary to make the statements therein not misleading in light of 

the circumstances then existing. 

(vi) Give written notice to the Holders: 

(A) when any registration statement filed pursuant to Section 4.5(a) or 

any amendment thereto has been filed with the SEC (except for any amendment 

effected by the filing of a document with the SEC pursuant to the Securities 

Exchange Act of 1934 (the “Exchange Act”) and when such registration statement 

or any post-effective amendment thereto has become effective; 

(B) of any request by the SEC for amendments or supplements to any 

registration statement or the prospectus included therein or for additional 

information; 

(C) of the issuance by the SEC of any stop order suspending the 

effectiveness of any registration statement or the initiation of any proceedings for 

that purpose; 

(D) of the receipt by the Company or its legal counsel of any 

notification with respect to the suspension of the qualification of the applicable 

Registrable Securities for sale in any jurisdiction or the initiation or threatening of 

any proceeding for such purpose; 

(E) of the happening of any event that requires the Company to make 

changes in any effective registration statement or the prospectus related to the 

registration statement in order to make the statements therein not misleading 

(which notice shall be accompanied by an instruction to suspend the use of the 

prospectus until the requisite changes have been made); and 

(F) if at any time the representations and warranties of the Company 

contained in any underwriting agreement contemplated by Section 4.5(c)(x) cease 

to be true and correct. 

(vii) Use its reasonable best efforts to prevent the issuance or obtain the 

withdrawal of any order suspending the effectiveness of any registration statement 

referred to in Section 4.5(c)(vi)(C) at the earliest practicable time. 

(viii) Upon the occurrence of any event contemplated by Section 4.5(c)(v) or 

4.5(c)(vi)(E), promptly prepare a post-effective amendment to such registration statement 

or a supplement to the related prospectus or file any other required document so that, as 

thereafter delivered to the Holders and any underwriters, the prospectus will not contain 

an untrue statement of a material fact or omit to state any material fact necessary to make 

the statements therein, in light of the circumstances under which they were made, not 

misleading. If the Company notifies the Holders in accordance with Section 4.5(c)(vi)(E) 

to suspend the use of the prospectus until the requisite changes to the prospectus have 

been made, then the Holders and any underwriters shall suspend use of such prospectus 

and use their reasonable best efforts to return to the Company all copies of such 
30

prospectus (at the Company’s expense) other than permanent file copies then in such 

Holders’ or underwriters’ possession. The total number of days that any such suspension 

may be in effect in any 12-month period shall not exceed 90 days. 

(ix) Use reasonable best efforts to procure the cooperation of the Company’s 

transfer agent for the applicable Registrable Securities in settling any offering or sale of 

Registrable Securities, including with respect to the transfer of physical certificates into 

book-entry form in accordance with any procedures reasonably requested by the Holders 

or any managing underwriter(s). 

(x) If an underwritten offering is requested pursuant to Section 4.5(a)(ii), enter 

into an underwriting agreement in customary form, scope and substance and take all such 

other actions reasonably requested by the Holders of a majority of the Registrable 

Securities being sold in connection therewith or by the managing underwriter(s), if any, 

to expedite or facilitate the underwritten disposition of such Registrable Securities, and in 

connection therewith in any underwritten offering (including making members of 

management and executives of the Company available to participate in “road shows”, 

similar sales events and other marketing activities), (A) make such representations and 

warranties to the Holders that are selling stockholders and the managing underwriter(s), if 

any, with respect to the business of the Company and its subsidiaries, and the Shelf 

Registration Statement, prospectus and documents, if any, incorporated or deemed to be 

incorporated by reference therein, in each case, in customary form, substance and scope, 

and, if true, confirm the same if and when requested, (B) use its reasonable best efforts to 

furnish the underwriters with opinions of counsel to the Company, as applicable, 

addressed to the managing underwriter(s), if any, covering the matters customarily 

covered in such opinions requested in underwritten offerings, (C) use its reasonable best 

efforts to obtain “cold comfort” letters from the independent certified public accountants 

of the Company (and, if necessary, any other independent certified public accountants of 

any business acquired by the Company for which financial statements and financial data 

are included in the Shelf Registration Statement) who have certified the financial 

statements included in such Shelf Registration Statement, addressed to each of the 

managing underwriter(s), if any, such letters to be in customary form and covering 

matters of the type customarily covered in “cold comfort” letters, (D) if an underwriting 

agreement is entered into, the same shall contain indemnification provisions and 

procedures customary in underwritten offerings (provided, that the Investor shall not be 

obligated to provide any indemnity), and (E) deliver such documents and certificates as 

may be reasonably requested by the Holders of a majority of the Registrable Securities 

being sold in connection therewith, their counsel and the managing underwriter(s), if any, 

to evidence the continued validity of the representations and warranties made pursuant to 

clause (i) above and to evidence compliance with any customary conditions contained in 

the underwriting agreement or other agreement entered into by the Company. 

(xi) Make available for inspection by a representative of Holders that are 

selling stockholders, the managing underwriter(s), if any, and any attorneys or 

accountants retained by such Holders or managing underwriter(s), at the offices where 

normally kept, during reasonable business hours, financial and other records, pertinent 

corporate documents and properties of the Company and cause the officers, directors and 
31

employees of the Company to supply all information in each case reasonably requested 

(and of the type customarily provided in connection with due diligence conducted in 

connection with a registered public offering of securities) by any such representative, 

managing underwriter(s), attorney or accountant in connection with such Shelf 

Registration Statement. 

(xii) Use reasonable best efforts to cause all such Registrable Securities to be 

listed on each national securities exchange on which similar securities issued by the 

Company are then listed or, if no similar securities issued by the Company are then listed 

on any national securities exchange, use its reasonable best efforts to cause all such 

Registrable Securities to be listed on such securities exchange as the Investor may 

designate.

(xiii) If requested by Holders of a majority of the Registrable Securities being 

registered and/or sold in connection therewith, or the managing underwriter(s), if any, 

promptly include in a prospectus supplement or amendment such information as the 

Holders of a majority of the Registrable Securities being registered and/or sold in 

connection therewith or managing underwriter(s), if any, may reasonably request in order 

to permit the intended method of distribution of such securities and make all required 

filings of such prospectus supplement or such amendment as soon as practicable after the 

Company has received such request. 

(xiv) Timely provide to its security holders earning statements satisfying the 

provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 

(d) Suspension of Sales. Upon receipt of written notice from the Company that a 

registration statement, prospectus or prospectus supplement contains or may contain an untrue 

statement of a material fact or omits or may omit to state a material fact required to be stated 

therein or necessary to make the statements therein not misleading or that circumstances exist 

that make inadvisable use of such registration statement, prospectus or prospectus supplement, 

the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of 

Registrable Securities until the Investor and/or Holder has received copies of a supplemented or 

amended prospectus or prospectus supplement, or until the Investor and/or such Holder is 

advised in writing by the Company that the use of the prospectus and, if applicable, prospectus 

supplement may be resumed, and, if so directed by the Company, the Investor and/or such 

Holder shall deliver to the Company (at the Company’s expense), all copies, other than 

permanent file copies then in the Investor and/or such Holder’s possession, of the prospectus 

and, if applicable, prospectus supplement covering such Registrable Securities current at the time 

of receipt of such notice. The total number of days that any such suspension may be in effect in 

any 12-month period shall not exceed 90 days. 

(e) Termination of Registration Rights. A Holder’s registration rights as to any 

securities held by such Holder (and its Affiliates, partners, members and former members) shall 

not be available unless such securities are Registrable Securities. 
32

(f) Furnishing Information.

(i) Neither the Investor nor any Holder shall use any free writing prospectus 

(as defined in Rule 405) in connection with the sale of Registrable Securities without the 

prior written consent of the Company. 

(ii) It shall be a condition precedent to the obligations of the Company to take 

any action pursuant to Section 4.5(c) that Investor and/or the selling Holders and the 

underwriters, if any, shall furnish to the Company such information regarding 

themselves, the Registrable Securities held by them and the intended method of 

disposition of such securities as shall be required to effect the registered offering of their 

Registrable Securities. 

(g) Indemnification.

(i) The Company agrees to indemnify each Holder and, if a Holder is a 

person other than an individual, such Holder’s officers, directors, employees, agents, 

representatives and Affiliates, and each person, if any, that controls a Holder within the 

meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, claims, 

damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and 

disbursements of attorneys and other professionals incurred in connection with 

investigating, defending, settling, compromising or paying any such losses, claims, 

damages, actions, liabilities, costs and expenses), joint or several, arising out of or based 

upon any untrue statement or alleged untrue statement of material fact contained in any 

registration statement, including any preliminary prospectus or final prospectus contained 

therein or any amendments or supplements thereto or any documents incorporated therein 

by reference or contained in any free writing prospectus (as such term is defined in Rule 

405) prepared by the Company or authorized by it in writing for use by such Holder (or 

any amendment or supplement thereto); or any omission to state therein a material fact 

required to be stated therein or necessary to make the statements therein, in light of the 

circumstances under which they were made, not misleading; provided, that the Company 

shall not be liable to such Indemnitee in any such case to the extent that any such loss, 

claim, damage, liability (or action or proceeding in respect thereof) or expense arises out 

of or is based upon (A) an untrue statement or omission made in such registration 

statement, including any such preliminary prospectus or final prospectus contained 

therein or any such amendments or supplements thereto or contained in any free writing 

prospectus (as such term is defined in Rule 405) prepared by the Company or authorized 

by it in writing for use by such Holder (or any amendment or supplement thereto), in 

reliance upon and in conformity with information regarding such Indemnitee or its plan 

of distribution or ownership interests which was furnished in writing to the Company by 

such Indemnitee for use in connection with such registration statement, including any 

such preliminary prospectus or final prospectus contained therein or any such 

amendments or supplements thereto, or (B) offers or sales effected by or on behalf of 

such Indemnitee “by means of” (as defined in Rule 159A) a “free writing prospectus” (as 

defined in Rule 405) that was not authorized in writing by the Company. 
33

(ii) If the indemnification provided for in Section 4.5(g)(i) is unavailable to an 

Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or 

expenses referred to therein or is insufficient to hold the Indemnitee harmless as 

contemplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall 

contribute to the amount paid or payable by such Indemnitee as a result of such losses, 

claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate 

to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the 

other hand, in connection with the statements or omissions which resulted in such losses, 

claims, damages, actions, liabilities, costs or expenses as well as any other relevant 

equitable considerations. The relative fault of the Company, on the one hand, and of the 

Indemnitee, on the other hand, shall be determined by reference to, among other factors, 

whether the untrue statement of a material fact or omission to state a material fact relates 

to information supplied by the Company or by the Indemnitee and the parties’ relative 

intent, knowledge, access to information and opportunity to correct or prevent such 

statement or omission; the Company and each Holder agree that it would not be just and 

equitable if contribution pursuant to this Section 4.5(g)(ii) were determined by pro rata 

allocation or by any other method of allocation that does not take account of the equitable 

considerations referred to in Section 4.5(g)(i). No Indemnitee guilty of fraudulent 

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be 

entitled to contribution from the Company if the Company was not guilty of such 

fraudulent misrepresentation. 

(h) Assignment of Registration Rights. The rights of the Investor to registration of 

Registrable Securities pursuant to Section 4.5(a) may be assigned by the Investor to a transferee 

or assignee of Registrable Securities with a liquidation amount or, in the case of the Warrants, 

the liquidation amount of the underlying Trust Preferred Securities or Series F-2 Preferred Stock, 

as applicable, no less than an amount equal to $50 million; provided, however, the transferor 

shall, within 10 days after such transfer, furnish to the Company written notice of the name and 

address of such transferee or assignee and the number and type of Registrable Securities that are 

being assigned.

(i) Clear Market. With respect to any underwritten offering of Registrable Securities 

by the Investor or other Holders pursuant to this Section 4.5, the Company agrees not to effect 

(other than pursuant to such registration or pursuant to a Special Registration) any public sale or 

distribution, or to file any Shelf Registration Statement (other than such registration or a Special 

Registration) covering any equity securities of the Company, any securities convertible into or 

exchangeable or exercisable for such equity securities or any trust preferred securities during the 

period not to exceed 10 days prior and 60 days following the effective date of such offering or 

such longer period up to 90 days as may be requested by the managing underwriter for such 

underwritten offering. The Company also agrees to cause such of its directors and senior 

executive officers to execute and deliver customary lock-up agreements in such form and for 

such time period up to 90 days as may be requested by the managing underwriter. “Special 

Registration” means the registration of (A) equity securities and/or options or other rights in 

respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of 

equity securities and/or options or other rights in respect thereof to be offered to directors, 

members of management, employees, consultants, customers, lenders or vendors of the 

Company or Company Subsidiaries or in connection with dividend reinvestment plans. 
34

(j) Rule 144; Rule 144A. With a view to making available to the Investor and 

Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the 

Registrable Securities to the public without registration, the Company agrees to use its 

reasonable best efforts to: 

(i) make and keep public information available, as those terms are understood 

and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the 

Securities Act, at all times after the Signing Date; 

(ii) (A) file with the SEC, in a timely manner, all reports and other documents 

required of the Company under the Exchange Act, and (B) if at any time the Company is 

not required to file such reports, make available, upon the request of any Holder, such 

information necessary to permit sales pursuant to Rule 144A (including the information 

required by Rule 144A(d)(4) under the Securities Act); 

(iii) so long as the Investor or a Holder owns any Registrable Securities, 

furnish to the Investor or such Holder forthwith upon request: a written statement by the 

Company and, to the extent applicable, the Issuer Trust as to its compliance with the 

reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a 

copy of the most recent annual or quarterly report of the Company; and such other reports 

and documents as the Investor or Holder may reasonably request in availing itself of any 

rule or regulation of the SEC allowing it to sell any such securities to the public without 

registration; and 

(iv) take such further action as any Holder may reasonably request, all to the 

extent required from time to time to enable such Holder to sell Registrable Securities 

without registration under the Securities Act. 

(k) As used in this Section 4.5, the following terms shall have the following 

respective meanings: 

(i) “Holder” means the Investor and any other holder of Registrable 

Securities to whom the registration rights conferred by this Purchase Agreement have 

been transferred in compliance with Section 4.5(h) hereof. 

(ii) “Holders’ Counsel” means one counsel for the selling Holders chosen by 

Holders holding a majority interest in the Registrable Securities being registered. 

(iii) “Register,” “registered,” and “registration” shall refer to a registration 

effected by preparing and (A) filing a registration statement in compliance with the 

Securities Act and applicable rules and regulations thereunder, and the declaration or 

ordering of effectiveness of such registration statement or (B) filing a prospectus and/or 

prospectus supplement in respect of an appropriate effective registration statement on 

Form S-3. 

(iv) “Registrable Securities” means (A) all shares of the Series F-2 Preferred 

Stock, (B) the Warrants (subject to Section 4.5(p)), (C) the Trust Preferred Securities, 

including those received upon the Investor’s exercise of the Warrants and (D) any equity 
35

securities issued or issuable directly or indirectly with respect to the securities referred to 

in the foregoing clauses (A) or (B) by way of conversion, exercise or exchange thereof, 

including the Common Stock, or distribution or split or in connection with a combination 

of securities, recapitalization, reclassification, merger, amalgamation, arrangement, 

consolidation or other reorganization, provided that, once issued, such securities will not 

be Registrable Securities when (1) they are sold pursuant to an effective registration 

statement under the Securities Act, (2) except as provided below in Section 4.5(o), they 

may be sold pursuant to Rule 144 without limitation thereunder on volume or manner of 

sale, (3) they shall have ceased to be outstanding or (4) they have been sold in a private 

transaction in which the transferor’s rights under this Purchase Agreement are not 

assigned to the transferee of the securities. No Registrable Securities may be registered 

under more than one registration statement at any one time. 

(v) “Registration Expenses” mean all expenses incurred by the Company in 

effecting any registration pursuant to this Purchase Agreement (whether or not any 

registration or prospectus becomes effective or final) or otherwise complying with its 

obligations under this Section 4.5, including all registration, filing and listing fees, 

printing expenses, fees and disbursements of counsel for the Company, blue sky fees and 

expenses, expenses incurred in connection with any “road show”, the reasonable fees and 

disbursements of Holders’ Counsel, and expenses of the Company’s independent 

accountants in connection with any regular or special reviews or audits incident to or 

required by any such registration, but shall not include Selling Expenses. 

(vi) “Rule 144”, “Rule 144A”, “Rule 159A”, “Rule 405” and “Rule 415”

mean, in each case, such rule promulgated under the Securities Act (or any successor 

provision), as the same shall be amended from time to time. 

(vii) “Selling Expenses” mean all discounts, selling commissions and transfer 

taxes applicable to the sale of Registrable Securities and fees and disbursements of 

counsel for any Holder (other than the fees and disbursements of Holders’ Counsel 

included in Registration Expenses). 

(l) At any time, any holder of Securities (including any Holder) may elect to forfeit 

its rights set forth in this Section 4.5 from that date forward; provided, that a Holder forfeiting 

such rights shall nonetheless be entitled to participate under Section 4.5(a)(v) – (vi) in any 

Pending Underwritten Offering to the same extent that such Holder would have been entitled to 

if the holder had not withdrawn; and provided, further, that no such forfeiture shall terminate a 

Holder’s rights or obligations under Section 4.5(f) with respect to any prior registration or 

Pending Underwritten Offering. “Pending Underwritten Offering” means, with respect to any 

Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of 

Registrable Securities in which such Holder has advised the Company of its intent to register its 

Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such 

Holder’s forfeiture. 

(m) Specific Performance. The parties hereto acknowledge that there would be no 

adequate remedy at law if the Company fails to perform any of its obligations under this Section 

4.5 and that the Investor and the Holders from time to time may be irreparably harmed by any 
36

such failure, and accordingly agree that the Investor and such Holders, in addition to any other 

remedy to which they may be entitled at law or in equity, to the fullest extent permitted and 

enforceable under applicable law shall be entitled to compel specific performance of the 

obligations of the Company under this Section 4.5 in accordance with the terms and conditions 

of this Section 4.5. 

(n) No Inconsistent Agreements. The Company shall not, on or after the Signing 

Date, enter into any agreement with respect to its securities that may impair the rights granted to 

the Investor and the Holders under this Section 4.5 or that otherwise conflicts with the provisions 

hereof in any manner that may impair the rights granted to the Investor and the Holders under 

this Section 4.5. In the event the Company has, prior to the Signing Date, entered into any 

agreement with respect to its securities that is inconsistent with the rights granted to the Investor 

and the Holders under this Section 4.5 (including agreements that are inconsistent with the order 

of priority contemplated by Section 4.5(a)(vi)) or that may otherwise conflict with the provisions 

hereof, the Company shall use its reasonable best efforts to amend such agreements to ensure 

they are consistent with the provisions of this Section 4.5. 

(o) Certain Offerings by the Investor. In the case of any securities held by the 

Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of 

“Registrable Securities,” the provisions of Sections 4.5(a)(ii), clauses (iv), (ix) and (x)-(xii) of 

Section 4.5(c), Section 4.5(g) and Section 4.5(i) shall continue to apply until such securities 

otherwise cease to be Registrable Securities. In any such case, an “underwritten” offering or 

other disposition shall include any distribution of such securities on behalf of the Investor by one 

or more broker-dealers, an “underwriting agreement” shall include any purchase agreement 

entered into by such broker-dealers, and any “registration statement” or “prospectus” shall 

include any offering document approved by the Company or the Issuer Trust and used in 

connection with such distribution. 

(p) Registered Sales of the Warrant. The Holders agree to sell the Trust Preferred 

Warrant, the Series F-2 Warrant or any portion thereof under the Shelf Registration Statement 

only beginning 30 days after notifying the Company and the Issuer Trust, of any such sale, 

during which 30-day period the Investor and all Holders of the Trust Preferred Warrant or the 

Series F-2 Warrant, as applicable, shall take reasonable steps to agree to revisions to the Trust 

Preferred Warrant or the Series F-2 Warrant, as applicable, to permit a public distribution of the 

Trust Preferred Warrant or the Series F-2 Warrant, as applicable, including entering into a 

warrant agreement and appointing a warrant agent. 

4.6 Depositary Shares. Upon request by the Investor at any time following the 

Closing Date, the Company or the Issuer Trust, as applicable, shall promptly enter into a 

depositary arrangement, pursuant to customary agreements reasonably satisfactory to the 

Investor and with a depositary reasonably acceptable to the Investor, pursuant to which the 

Series F-2 Preferred Stock, the Common Stock underlying the Series F-2 Preferred Stock or the 

Trust Preferred Securities, as applicable, may be deposited and depositary interests, each 

representing a fraction of a share of Series F-2 Preferred Stock, a share of Common Stock 

underlying the Series F-2 Preferred Stock, or of a Trust Preferred Security, as applicable, as 

specified by the Investor, may be issued. From and after the execution of any such depositary 

arrangement, and the deposit of any shares of Series F-2 Preferred Stock, any shares of Common 
37

Stock underlying the Series F-2 Preferred Stock, or any Trust Preferred Securities, as applicable, 

pursuant thereto, the depositary interests issued pursuant thereto shall be deemed “Series F-2 

Preferred Stock,” “Common Stock,” “Trust Preferred Securities” and, as applicable, “Registrable 

Securities” for purposes of this Purchase Agreement. 

4.7 Repurchase of Common Stock; Sale of Purchased Securities. Following the 

conversion of the shares of F-2 Preferred Stock into shares of Common Stock, the Company may 

repurchase any such shares of Common Stock held by the Investor at a price equal to the greater 

of (A) the conversion price calculated by dividing the liquidation amount per share of the Series 

F-2 Preferred Stock by the then applicable conversion rate and (B)(i) if the Common Stock is 

traded on a national securities exchange, the market price of the Common Stock on the date of 

repurchase (calculated based on the average closing price during the 20 trading day period 

beginning on the day after notice of repurchase is given) or (ii) if the Common Stock is not 

traded on a national securities exchange, the per share of Common Stock fair market value of 

the Company as of the last day of the most recent calendar quarter prior to the repurchase date as 

determined by an investment bank of national reputation, which shall be selected by the Investor 

and at the expense of the Company. Any such repurchases must be made with the proceeds of an 

issuance of Common Stock for cash or additions to retained earnings from the date of the 

investment closing through the date of the repurchase. 

4.8 Restriction on Dividends and Repurchases.

(a) Prior to the date on which all of the shares of Series F-2 Preferred Stock have 

been converted or redeemed in whole or the Investor has transferred all of the Series F-2 

Preferred Stock to third parties which are not Affiliates of the Investor, neither the Company nor 

any Company Subsidiary shall declare or pay any dividend or distribution on any capital stock or 

other equity securities of any kind of the Company or any Company Subsidiary (other than (i) in 

the case of pari passu preferred stock of the Company, dividends on a pro rata basis with the 

Series F-2 Preferred Stock, (ii) regular dividends on preferred stock in accordance with the terms 

thereof and which are permitted under the terms of the Series F-2 Preferred Stock, or (iii) 

dividends or distributions by or other transactions solely among the Company and any whollyowned Company Subsidiary or solely among any wholly-owned Company Subsidiaries) unless 

all accrued and unpaid dividends for all past dividend periods on the Series F-2 Preferred Stock 

are fully paid. For the avoidance of doubt, any remaining tax distributions on junior membership 

interests of GMAC LLC that are made consistent with the Company’s Plan of Conversion, dated 

June 30, 2009 (the “Plan of Conversion”) will not be prohibited by this Section 4.8(a). 

(b) For so long as any shares of Series F-2 Preferred Stock issued pursuant to this 

Purchase Agreement are outstanding and owned by the Investor of an Affiliate of the Investor, 

neither the Company nor any Company Subsidiary shall, without the consent of the Investor, or, 

in the case of tax distributions on junior membership interests of GMAC LLC, other than as 

permitted pursuant to the Plan of Conversion, declare and pay distributions on any junior stock, 

preferred stock ranking pari passu with the Series F-2 Preferred Stock, or common stock (other 

than (1) in the case of pari passu preferred stock, dividends on a pro rata basis with the Series F-2 

Preferred Stock or (2) dividends or distributions by or among any wholly-owned Company 

Subsidiaries). Notwithstanding the foregoing, the Company may pay any remaining tax 
38

distributions on junior membership interests of GMAC LLC, subject to the provisions of the 

Plan of Conversion. 

For so long as any shares of Series F-2 Preferred Stock are outstanding and owned by the 

Investor or an Affiliate of the Investor, neither the Company nor any Company Subsidiary shall, 

without the consent of the Investor, redeem, purchase or acquire any equity securities of any kind 

of the Company or any Company Subsidiary, or any trust preferred securities issued by the 

Company or any Affiliate of the Company (other than the Trust Preferred Securities), other than 

(i) redemptions, purchases or other acquisitions of the Series F-2 Preferred Stock, (ii) Common 

Stock held by the Investor following the conversion of the Series F-2 Preferred Stock, subject to 

Section 4.7 and the approval of the Federal Reserve, (iii) in connection with the administration of 

any employee benefit plan in the ordinary course of business and consistent with past practice, 

(iv) the acquisition by the Company or any of the Company Subsidiaries of record ownership in 

Junior Stock or Parity Preferred Stock or trust preferred securities for the beneficial ownership of 

any other persons (other than the Company or any other Company Subsidiary), including as 

trustees or custodians, (v) the exchange or conversion of shares of Junior Stock for or into shares 

of other Junior Stock or shares of Parity Preferred Stock or units of trust preferred securities for 

or into shares of other Parity Preferred Stock or units of other trust preferred securities, 

respectively (with the same or lesser aggregate liquidation amount) or shares of Junior Stock, in 

each case set forth in this clause (v), solely to the extent required pursuant to binding contractual 

agreements entered into prior to the Signing Date or any subsequent agreement for the 

accelerated exercise, settlement or exchange thereof for Capital Stock, (clauses (ii), (iii) and (iv), 

collectively, the “Permitted Repurchases”), (vi) redemptions of securities held by the Company 

or any wholly-owned Company Subsidiary, (vii) any transaction between the Company and any 

wholly-owned Company Subsidiary, or between wholly-owned Company Subsidiaries, or (viii) 

redemptions, purchases or other acquisitions of capital stock or other equity securities of any 

kind of any Company Subsidiary required pursuant to binding contractual agreements entered 

into prior to the Signing Date.

(c) Until such time as the Investor or an Affiliate of the Investor ceases to own any 

Purchased Securities or shares of Common Stock underlying the Series F-2 Preferred Stock, the 

Company shall not repurchase any shares of Series F-2 Preferred Stock, any shares of Common 

Stock underlying the Series F-2 Preferred Stock or any Trust Preferred Securities from any 

holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise, 

other than Permitted Repurchases, unless it offers to repurchase a ratable portion of the Series F2 Preferred Stock, the Common Stock underlying the Series F-2 Preferred Stock or the Trust 

Preferred Securities then held by the Investor on the same terms and conditions. 

(d) “Junior Stock” means Common Stock and any class or series of equity securities, 

including Capital Stock, of the Company the terms of which expressly provide that it ranks 

junior to the Series F-2 Preferred Stock as to dividend rights and/or as to rights on liquidation, 

dissolution or winding up of the Company. “Parity Preferred Stock” means any class or series of 

equity securities of the Company, including Capital Stock, the terms of which do not expressly 

provide that such class or series will rank senior or junior to the Series F-2 Preferred Stock as to 

dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company (in 

each case without regard to whether dividends accrue cumulatively or non-cumulatively). 
39

4.9 Employ American Workers Act. Until the Company is no longer deemed a 

recipient of funding under title I of the EESA or Section 13 of the Federal Reserve Act for 

purposes of the EAWA, as the same may be determined pursuant to any regulations or other 

legally binding guidance promulgated under EAWA, the Company shall comply, and the 

Company shall take all necessary action to ensure that its subsidiaries comply, in all respects 

with the provisions of the EAWA and any regulations or other legally binding guidance 

promulgated under the EAWA. “EAWA” means the Employ American Workers Act (Section 

1611 of Division A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public 

Law No. 111-5, effective as of February 17, 2009, as may be amended and in effect from time to 

time. 

4.10 Internal Controls; Recordkeeping; Additional Reporting.

(a) The Company shall maintain internal controls to provide reasonable assurance of 

compliance in all material respects with each of the covenants and agreements set forth in 

Sections 3.5, 4.8, 4.9, 4.10 and 4.11 hereof and shall collect, maintain and preserve reasonable 

records evidencing such internal controls and compliance therewith, a copy of which records 

shall be provided to the Investor promptly upon request. On the 15th day after the last day of 

each calendar quarter (or, if such day is not a Business Day, on the first Business Day after such 

day), the Company shall deliver to the Investor (at its address set forth in Section 5.6) a report 

setting forth in reasonable detail (x) the status of implementing such internal controls and (y) 

compliance (including any instances of material non compliance) of the Company with such 

covenants and agreements. Such report shall be accompanied by a certification duly executed by 

a Senior Executive Office of the Company stating that such quarterly report is accurate in all 

material respects to the best of such Senior Executive Officer’s knowledge, which certification 

shall be made subject to the requirements and penalties set forth in Title 18, United States Code, 

Section 1001. 

(b) The Company shall use its reasonable best efforts to account for the lending and 

financing activities it undertakes through the use of its available capital, of which the proceeds 

from the Purchase shall be deemed to be a part, on a fully fungible basis with all other sources of 

available capital. On the 15th day after the last day of each calendar quarter (or, if such day is 

not a Business Day, on the first Business Day after such day), the Company shall deliver to the 

Investor (at its address set forth in Section 5.6) a report setting forth in reasonable detail a 

summary of its lending activities which are supported by its available capital. Such report shall 

be accompanied by a certification duly executed by a Senior Executive Officer of the Company 

that such quarterly report is accurate in all material respects to the best of such Senior Executive 

Officer’s knowledge, which certification shall be made subject to the requirements and penalties 

set forth in Title 18, United States Code, Section 1001. 

(c) The Company shall collect, maintain and preserve reasonable records relating to 

the implementation of all Federal support programs provided to the Company or any of the 

Company Subsidiaries pursuant to the EESA and the compliance with the terms and provisions 

of such programs; provided that the Company shall have no obligation to comply with the 

foregoing in connection with any such program to the extent that such program independently 

requires, by its express terms, the Company to collect, maintain and preserve any records in 
40

connection therewith. The Company shall provide the Investor with copies of all such 

reasonable records promptly upon request. 

4.11 Executive Privileges and Compensation.

(a) Benefit Plans. During the period in which any obligation of the Company arising 

from financial assistance provided under the Troubled Asset Relief Program remains outstanding 

(such period, as it may be further described in the Compensation Regulations, the “Relevant 

Period”), the Company shall take all necessary action to ensure that Benefit Plans of the 

Company and Company Subsidiaries comply in all respects with, and shall take all other actions 

necessary to comply with, (x) Section 111 of the EESA, as implemented by the Compensation 

Regulations and (y) any rulings, limitations or restrictions implemented or issued by the Office 

of the Special Master for TARP Compensation (the “Special Master”) with respect to the 

Company or Company Subsidiaries, including, without limitation, pursuant to those certain 

letters from the Special Master to the Company, dated as of October 22, 2009, December 11, 

2009 and December 23, 2009, and neither the Company nor any Company Subsidiaries shall 

adopt any new Benefit Plan (i) that does not comply therewith or (ii) that does not expressly state 

and require that such Benefit Plan and any compensation thereunder shall be subject to any 

relevant Compensation Regulations adopted, issued or released on or after the date any such 

Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are 

amended or otherwise changed during the Relevant Period or to the extent that the Special 

Master issues new rulings that are applicable to the Company and Company Subsidiaries, in each 

case, in a manner that requires changes to then-existing Benefit Plans, or that requires other 

actions, the Company and Company Subsidiaries shall effect such changes to its Benefit Plans, 

and take such other actions, as promptly as practicable after it has actual knowledge of such 

changes in order to be in compliance with this Section 4.11(a) (and shall be deemed to be in 

compliance for a reasonable period to effect such changes). In addition, the Company and the 

Company Subsidiaries shall take all necessary action, other than to the extent prohibited by 

applicable law or regulation applicable outside of the United States, to ensure that the 

consummation of the transactions contemplated by this Purchase Agreement will not accelerate 

the vesting, payment or distribution of any equity-based awards, deferred cash awards or any 

nonqualified deferred compensation payable by the Company or any of its subsidiaries. 

(b) Additional Waivers. After the Signing Date in connection with the hiring or 

promotion of a Section 4.11 Employee and/or the promulgation of applicable Compensation 

Regulations or the issuance of any rulings by the Special Master, to the extent any Section 4.11 

Employee shall not have executed waivers satisfying the requirements of Sections 1.3(f)(v) - 

(viii) with respect to the application to such Section 4.11 Employee of the Compensation 

Regulations, the Company shall use its best efforts to (i) obtain from such Section 4.11 

Employee (x) in the case of a Senior Executive Officer, waivers in the form of Annex B-2 and 

Annex B-3 and (y) in the case of any other Section 4.11 Employee, waivers in the form of Annex 

B-4 and Annex B-5 and (ii) deliver such waivers to the Investor as promptly as possible.

“Section 4.11 Employee” means each (A) Senior Executive Officer and (B) any other employee 

of the Company or any Company Subsidiary determined at any time to be subject to Section 111 

of the EESA.
41

(c) Restrictions on Lobbying. Until such time as the Investor ceases to own any 

Purchased Securities or shares of Common Stock underlying the Series F-2 Preferred Stock, the 

Company shall, within 60 days of the Signing Date, amend its comprehensive written policy on 

lobbying, governmental ethics and political activity (the “U.S. Lobbying Policy”) to comply with 

the requirements hereof, shall distribute such U.S. Lobbying Policy to all Company employees 

and lobbying firms involved in any such activity, and shall implement and maintain such policy. 

Until such time as the Investor ceases to own any Purchased Securities or shares of Common 

Stock underlying the Series F-2 Preferred Stock, any material amendments to the U.S. Lobbying 

Policy shall require the prior written consent of the Investor, and any material deviations from 

the U.S. Lobbying Policy, whether in contravention thereof or pursuant to waivers provided for 

thereunder, shall promptly be reported to the Investor. The U.S. Lobbying Policy shall, at a 

minimum: (i) require compliance with all applicable law; (ii) apply to the Company, the 

Company Subsidiaries that constitute the Company’s consolidated subsidiaries and affiliated 

foundations; (iii) govern (A) the provision of items of value to any U.S. government officials; 

(B) lobbying of U.S. government officials and (C) U.S. political activities and contributions; and 

(iv) provide for (x) internal reporting and oversight and (y) mechanisms for addressing noncompliance with the U.S. Lobbying Policy. 

(d) Restrictions on Expenses. Until such time as the Investor ceases to own any 

Purchased Securities or shares of Common Stock underlying the Series F-2 Preferred Stock, the 

Company shall continue to maintain and implement its comprehensive written policy (the 

“Expense Policy”, it being understood that the Expense Policy may be comprised of more than 

one written policy) on corporate expenses and distribute the Expense Policy to all Company 

employees. Until such time as the Investor ceases to own any Purchased Securities or shares of 

Common Stock underlying the Series F-2 Preferred Stock, any material amendments to the 

Expense Policy shall require the prior written consent of the Investor, and any material 

deviations from the Expense Policy, whether in contravention thereof or pursuant to waivers 

provided for thereunder, shall promptly be reported to the Investor. The Expense Policy shall, at 

a minimum: (i) require compliance with all applicable law; (ii) apply to the Company and the 

Company Subsidiaries that constitute the Company’s consolidated subsidiaries; (iii) govern (A) 

the hosting, sponsorship or other payment for conferences and events, (B) the use of corporate 

aircraft, (C) travel accommodations and expenditures, (D) consulting arrangements with outside 

service providers, (E) any new lease or acquisition of real estate, (F) expenses relating to office 

or facility renovations or relocations and (G) expenses relating to entertainment or holiday 

parties; (iv) provide for (x) internal reporting and oversight and (y) mechanisms for addressing 

non-compliance with the Expense Policy; and (v) be promptly amended as may from time to 

time be necessary to comply with the Compensation Regulations. 

(e) Risk Management Report. Within 30 days of making the certification required for 

compliance with Section 111(b)(4) of EESA and any guidance, rules or regulations issued 

thereunder regarding the compensation committee review of compensation arrangements with 

the Company’s Senior Executive Officers, the Company will provide a report to the Investor 

detailing (i) the risks identified during that review, (ii) the steps to be taken to mitigate those 

risks and (iii) the Company’s recommendations for amending compensation arrangements to 

reduce the risk through implementation of long term performance metrics or other mechanisms; 

provided, however, that to the extent the Company has already submitted a substantially similar 
42

report to the Investor, the Company’s resubmission of such a report shall be deemed to satisfy 

the requirements of this Section 4.11(e). 

(f) Clawback. In the event that any Section 4.11 Employee receives a payment in 

contravention of the provisions of this Section 4.11, the Company shall promptly provide such 

individual with written notice that the amount of such payment must be repaid to the Company in 

full within 15 business days following receipt of such notice or such earlier time as may be 

required by the Compensation Regulations and shall promptly inform the Investor (i) upon 

discovering that a payment in contravention of this Section 4.11 has been made (ii) following the 

repayment to the Company of such amount and (iii) take such other actions as may be necessary 

to comply with the Compensation Regulations. 

(g) Limitation on Deductions. During the Relevant Period, the Company agrees that it 

shall not claim a deduction for remuneration for federal income tax purposes in excess of 

$500,000 for each Senior Executive Officer that would not be deductible if Section 162(m)(5) of 

the Code applied to the Company. 

(h) Compliance.

(i) During the Relevant Period, the Company shall submit a certification on 

the last day of each fiscal quarter beginning with the first fiscal quarter of 2010 certifying 

that the Company has complied with and is in compliance with the provisions set forth in 

Section 4.11(a) through 4.11(g). Such certification shall be made to the TARP 

Compliance Office by a Senior Executive Officer, subject to the requirements and 

penalties set forth in Title 18, United States Code, Section 1001.

(ii) The Company’s chief executive officer and chief financial officer shall 

continue to provide the written certification of compliance by the Company with the 

requirements of Section 111 of the EESA in the manner specified by Section 111(b)(4) 

thereunder or in any guidance, rules or regulations issued thereunder.

(i) Amendment to Prior Agreements. The parties agree that, effective as of the 

Signing Date, each of (i) the 2008 SPA and (ii) the May SPA, shall be amended in its entirety by 

replacing Section 4.8 of the 2008 SPA and Section 4.11 of the May SPA with the provisions set 

forth in this Section 4.11 and any terms included in this Section 4.11 that are not otherwise 

defined in the 2008 SPA or the May SPA shall have the meanings ascribed to such terms in this 

Purchase Agreement. For purposes of clarity, this Section 4.11(i) applies prospectively, and the 

Investor shall not have a claim in respect of such actions as a result of this Section 4.11(i) with 

respect to any actions that, at the time they were taken, did not violate the 2008 SPA or the May 

SPA as they were then in effect. 

4.12 Related Party Transactions. Until such time as the Investor or an Affiliate of the 

Investor ceases to own any Purchased Securities or shares of Common Stock underlying the 

Series F-2 Preferred Stock, the Company and the Company Subsidiaries shall not enter into 

transactions with Affiliates or related persons (within the meaning of Item 404 under the SEC’s 

Regulation S-K) (other than Company Subsidiaries) unless (i) such transactions are on terms no 

less favorable to the Company and the Company Subsidiaries than could be obtained from an 
43

unaffiliated third party and (ii) if otherwise required by applicable law, rule or regulation 

(including any requirement of the New York Stock Exchange), have been approved by the audit 

committee of the Board of Directors or comparable body of independent Directors of the 

Company, provided that this Section 4.12 shall not restrict the performance of transactions 

pursuant to binding contractual agreements entered into prior to the date hereof. 

4.13 Bank and Thrift Holding Company Status. The Company shall maintain its status 

as a Bank Holding Company for as long as the Investor or an Affiliate of the Investor owns any 

debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this 

Purchase Agreement. “Bank Holding Company” means a company registered as such with the 

Federal Reserve pursuant to 12 U.S.C. § 1842 and the regulations of the Federal Reserve 

promulgated thereunder. 

4.14 Predominantly Financial. For as long as the Investor or an Affiliate of the 

Investor owns any Purchased Securities or Common Stock underlying the Series F-2 Preferred 

Stock, the Company, to the extent it is not itself an insured depository institution, agrees to 

remain predominantly engaged in financial activities. A company is predominantly engaged in 

financial activities if the annual gross revenues derived by the company and all subsidiaries of 

the company (excluding revenues derived from subsidiary depository institutions), on a 

consolidated basis, from engaging in activities that are financial in nature or are incidental to a 

financial activity under Subsection (k) of Section 4 of the Bank Holding Company Act of 1956 

(12 U.S.C. § 1843(k)) represent at least 85% of the consolidated annual gross revenues of the 

company. 

4.15 Home Affordable Modification Program. The Company and its Affiliates shall 

participate in the Investor’s Home Affordable Mortgage Program (“HAMP”) of the Making Home 

Affordable program. The Company shall (a) if it services residential mortgage loans enter into (i) 

a Commitment to Purchase Financial Instrument and Servicer Participation Agreement and (ii) a 

Financial Instrument (together, a “SPA”), with the Federal National Mortgage Association, as 

financial agent of the Investor, with respect to HAMP and (b) cause any of its Affiliates that 

services residential mortgage loans (or, for any residential mortgage loans that are subserviced by 

a non-affiliate servicer on behalf of the Company or any of its affiliates, cause the related 

subservicer) to enter into a SPA with Fannie Mae, in each case within fifteen days after the date of 

this Purchase Agreement. For purposes of this Section, participation in HAMP shall include 

participation in HAMP’s second lien program and each additional program promulgated under the 

HAMP guidelines. 

Article V 

Miscellaneous 

5.1 Termination. This Purchase Agreement may be terminated at any time prior to 

the Closing: 

(a) by either the Investor or the Company if the Closing shall not have occurred by 

the 30th calendar day following the Signing Date; provided, however, that in the event the 

Closing has not occurred by such 30th calendar day, the parties will consult in good faith to 

determine whether to extend the term of this Purchase Agreement, it being understood that the 
44

parties shall be required to consult only until the fifth day after such 30th calendar day and not be 

under any obligation to extend the term of this Purchase Agreement thereafter; provided, further, 

that the right to terminate this Purchase Agreement under this Section 5.1(a) shall not be 

available to any party whose breach of any representation or warranty or failure to perform any 

obligation under this Purchase Agreement shall have caused or resulted in the failure of the 

Closing to occur on or prior to such date; or 

(b) by either the Investor or the Company in the event that any Governmental Entity 

shall have issued an order, decree or ruling or taken any other action restraining, enjoining or 

otherwise prohibiting the transactions contemplated by this Purchase Agreement and such order, 

decree, ruling or other action shall have become final and nonappealable; or 

(c) by the mutual written consent of the Investor, the Company and the Issuer Trust. 

In the event of termination of this Purchase Agreement as provided in this Section 5.1, this 

Purchase Agreement shall forthwith become void and there shall be no liability on the part of 

either party hereto except that nothing herein shall relieve either party from liability for any 

breach of this Purchase Agreement. 

5.2 Survival of Representations and Warranties. All covenants and agreements, other 

than those which by their terms apply in whole or in part after the Closing, shall terminate as of 

the Closing. The representations and warranties of the Company and the Issuer Trust made 

herein or in any certificates delivered in connection with the Closing shall survive the Closing 

without limitation. 

5.3 Amendment. No amendment of any provision of this Purchase Agreement will be 

effective unless made in writing and signed by an officer or a duly authorized representative of 

each party; provided that the Investor may unilaterally amend any provision of this Purchase 

Agreement to the extent required to comply with any changes after the Signing Date in 

applicable federal statutes. No failure or delay by any party in exercising any right, power or 

privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise 

thereof preclude any other or further exercise of any other right, power or privilege. The rights 

and remedies herein provided shall be cumulative of any rights or remedies provided by law. 

5.4 Waiver of Conditions. The conditions to each party’s obligation to consummate 

the Purchase are for the sole benefit of such party and may be waived by such party in whole or 

in part to the extent permitted by applicable law. No waiver will be effective unless it is in a 

writing signed by a duly authorized officer of the waiving party that makes express reference to 

the provision or provisions subject to such waiver. 

5.5 Governing Law: Submission to Jurisdiction, Etc. This Purchase Agreement 

will be governed by 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 laws of the 

State of New York applicable to contracts made and to be performed entirely within such 

State. Each of the parties hereto agrees (a) to submit to the exclusive jurisdiction and 

venue of the United States District Court for the Southern District of New York and the 

United States Court of Federal Claims for any and all civil actions, suits or proceedings 
45

arising out of or relating to this Purchase Agreement or the Warrants or the transactions 

contemplated hereby or thereby, and (b) that notice may be served upon (i) the Company 

at the address and in the manner set forth for notices to the Company in Section 5.6, (ii) the 

Issuer Trust at the address and in the manner set forth for notice to the Issuer Trust in 

Section 5.6 and (iii) the Investor in accordance with federal law. To the extent permitted 

by applicable law, each of the parties hereto hereby unconditionally waives trial by jury in 

any civil legal action or proceeding relating to this Purchase Agreement or the Warrants or 

the transactions contemplated hereby or thereby.

5.6 Notices. Any notice, request, instruction or other document to be given hereunder 

by any party to the other will be in writing and will be deemed to have been duly given (a) on the 

date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on 

the second business day following the date of dispatch if delivered by a recognized next day 

courier service. All notices shall be delivered, telecopied or sent by a recognized next day 

courier service to the Company, the Issuer Trust or Investor as set forth below, or pursuant to 

such other instructions as may be designated in writing by the Investor to the Company. 

If to the Company: 

GMAC Inc. 

200 Renaissance Center 

P.O. Box 200 

Detroit, Michigan 48265-2000 

Attention: General Counsel 

If to the Issuer Trust:

GMAC Capital Trust I 

c/o GMAC Inc. 

200 Renaissance Center 

P.O. Box 200 

Detroit, Michigan 48265-2000 

Attention: General Counsel 

If to the Investor: 

United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

Attention: Chief Counsel, Office of Financial Stability 

Facsimile: (202) 927-9225 

Email: OFSChiefCounselNotices@do.treas.gov 

5.7 Definitions

(a) When a reference is made in this Purchase Agreement to a subsidiary of a person, 

the term “subsidiary” means any corporation, partnership, joint venture, limited liability 

company or other entity (x) of which such person or a subsidiary of such person is a general 
46

partner or (y) of which a majority of the voting securities or other voting interests, or a majority 

of the securities or other interests of which having by their terms ordinary voting power to elect a 

majority of the board of directors or persons performing similar functions with respect to such 

entity, is directly or indirectly owned by such person and/or one or more subsidiaries thereof. 

(b) The term “Affiliate” means, with respect to any person, any person directly or 

indirectly controlling, controlled by or under common control with, such other person. For 

purposes of this definition, “control” (including, with correlative meanings, the terms “controlled 

by” and “under common control with”) when used with respect to any person, means the 

possession, directly or indirectly, of the power to cause the direction of management and/or 

policies of such person, whether through the ownership of voting securities by contract or 

otherwise.

(c) The terms “knowledge of the Company” or “Company’s knowledge” mean the 

actual knowledge after reasonable and due inquiry of the “officers” (as such term is defined in 

Rule 3b-2 under the Exchange Act, but excluding any Vice President or Secretary) of the 

Company or the Issuer Trust. 

5.8 Assignment. Neither this Purchase Agreement nor any right, remedy, obligation 

nor liability arising hereunder or by reason hereof shall be assignable by any party hereto without 

the prior written consent of the other party, and any attempt to assign any right, remedy, 

obligation or liability hereunder without such consent shall be void, except (a) an assignment, in 

the case of a merger, consolidation, statutory share exchange or similar transaction that requires 

the approval of the Company’s members (a “Business Combination”) where such party is not the 

surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of 

such Business Combination or the purchaser in such sale and (b) as provided in Sections 3.5 and 

4.5.

5.9 Severability. If any provision of this Purchase Agreement or the Warrant, or the 

application thereof to any person or circumstance, is determined by a court of competent 

jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the 

application of such provision to persons or circumstances other than those as to which it has been 

held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, 

impaired or invalidated thereby, so long as the economic or legal substance of the transactions 

contemplated hereby is not affected in any manner materially adverse to any party. Upon such 

determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and 

equitable substitute provision to effect the original intent of the parties. 

5.10 No Third Party Beneficiaries. Nothing contained in this Purchase Agreement, 

expressed or implied, is intended to confer upon any person or entity other than the Company 

and the Investor any benefit, right or remedies, except that the provisions of Section 4.5 shall 

inure to the benefit of the persons referred to in that Section.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



[Securities Purchase Agreement]

ANNEX A-1 

FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION

[SEE ATTACHED] 
W/1569944v8

FIXED RATE CUMULATIVE MANDATORILY 

CONVERTIBLE PREFERRED STOCK, SERIES F-2 

OF GMAC INC. 

Part 1. Designation and Number of Shares. There is hereby created a series of preferred 

stock designated as the “Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series 

F-2” (the “Designated Preferred Stock”). The authorized number of shares of Designated 

Preferred Stock shall be 228,750,000. 

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A attached 

hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of 

this Exhibit to the same extent as if such provisions had been set forth in full herein. 

Part 3. Definitions. The following terms are used in this Exhibit (including the Standard 

Provisions in Schedule A hereto) as defined below: 

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

Issuer.

(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 

15 of each year. 

(c) “Issuer” means GMAC Inc., a Delaware corporation. 

(d) “Junior Stock” means the Common Stock and the Class C Preferred Stock, and 

any other class or series of stock of the Issuer the terms of which expressly provide that it ranks 

junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, 

dissolution or winding up of the Issuer. 

(e) “Liquidation Amount” means, with respect to each share of Designated Preferred 

Stock, $50. 

(f) “Parity Stock” means any class or series of stock of the Issuer (other than 

Designated Preferred Stock) the terms of which do not expressly provide that such class or series 

will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights 

on liquidation, dissolution or winding up of the Issuer (in each case without regard to whether 

dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity 

Stock shall include (i) the Class A Preferred Stock; (ii) the Class E Preferred Stock, and (iii) the 

Class G Preferred Stock. 

(g) “Signing Date” means December 30, 2009. 

Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled 

to one vote for each such share on any matter on which holders of Designated Preferred Stock 

are entitled to vote, including any action by written consent.
A-1

Schedule A 

STANDARD PROVISIONS 

Section 1. General Matters. Each share of Designated Preferred Stock shall be 

identical in all respects to every other share of Designated Preferred Stock. The Designated 

Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with 

respect to the payment of dividends and the distribution of assets in the event of any dissolution, 

liquidation or winding up of the Issuer. 

Section 2. Standard Definitions. As used herein with respect to Designated Preferred 

Stock:

(a) “Adjusted Conversion Rate” means (i) the liquidation amount per share of 

Designated Preferred Stock divided by (ii) the weighted average price at which the shares of 

common equity securities were sold or the price implied by the conversion of securities into 

common equity securities in all Applicable Transactions (if any), subject to the anti-dilution 

provisions set forth in Appendix A. 

(b) “Affiliate” means, with respect to any Person, any other Person that, directly or 

indirectly, whether through one of more intermediaries, Controls, is Controlled by or is under 

common Control with such Person, excluding any employee benefit plan or related trust.

(c) “Applicable Dividend Rate” means 9.0% per annum. 

(d) “Applicable Transactions” means any transactions completed in calendar year 

2010 in which the Issuer raised at least $500 million 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. 

(e) “Appraiser” means an investment bank of national reputation, engaged by the 

Issuer with the approval of the United States Department of the Treasury (such approval not to 

be unreasonably withheld). 

(f) “Appropriate Federal Banking Agency” means the “appropriate Federal banking 

agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance 

Act (12 U.S.C. Section 1813(q)), or any successor provision. 

(g) “As-Converted Value” means the amount equal to the product of (x) the then 

applicable Conversion Rate and (y) the greater of (A) the Conversion Price and (B)(i) if the 

Common Stock is traded on a national securities exchange, the market price of the Common

Stock on the date of repurchase or conversion (calculated based on the average closing price 

during the 20 trading day period beginning on the day after notice of repurchase or conversion is 

given) or (ii) if the Common Stock is not traded on a national securities exchange, the per

Common Share Fair Market Value of the Issuer as of the last day of the most recent calendar 

quarter prior to the repurchase or conversion date as determined by an Appraiser. 
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(h) “Business Combination” means a merger, consolidation, statutory share exchange 

or similar transaction that requires the approval of the Issuer’s stockholders. 

(i) “Business Day” means any day except Saturday, Sunday and any day on which 

banking institutions in the State of New York generally are authorized or required by law or 

other governmental actions to close. 

(j) “Bylaws” means the bylaws of the Issuer, as they may be amended from time to 

time. 

(k) “Change of Control” means the existence or occurrence of any of the following: 

(i) the sale, conveyance or disposition of all or substantially all of the assets of the Issuer; (ii) the 

effectuation of a transaction or series of related transactions in which more than fifty percent 

(50%) of the voting power of the Issuer is disposed of (excluding any disposition in connection 

with a public offering or to widely dispersed institutional purchasers); (iii) the consolidation, 

merger or other business combination of the Issuer with or into any other entity, immediately 

following which the members of the Issuer fail to own, directly or indirectly, at least fifty percent 

(50%) of the voting equity of the surviving entity; (iv) a transaction or series of transactions in 

which any person or “group” (as such term is used in Sections 13(d) and 14(d) of the Securities 

Exchange Act of 1934, as amended) acquires more than fifty percent (50%) of the voting equity 

of the Issuer; or (v) the replacement of a majority of the Board of Directors with individuals who 

were not nominated or elected by at least a majority of the Directors at the time of such 

replacement; provided, however, that the issuance and sale of Common Stock pursuant to any 

conversion of any of the Issuer’s Preferred Stock shall not constitute a change of control. 

(l) “Charter” means the Issuer’s certificate of incorporation, as it may be amended 

from time to time. 

(m) “Class A Preferred Stock” means the Issuer’s Fixed Rate Perpetual Preferred 

Stock, Series A. 

(n) “Class C Preferred Stock” means the Issuer’s Preferred Stock, Series C. 

(o) “Class E Preferred Stock” means the Issuer’s Fixed Rate Perpetual Preferred 

Stock, Series E. 

(p) “Class G Preferred Stock” means the Issuer’s Fixed Rate Cumulative Perpetual 

Preferred Stock, Series G. 

(q) “Company Sale” means a transaction with a third Person that is not an Affiliate of 

the Issuer or group of third Persons that, acting in concert, do not collectively constitute 

Affiliates of the Issuer, pursuant to which such Person or Persons acquire, in any single 

transaction or series of related transactions, (i) all of the outstanding Equity Securities of the 

Issuer, (ii) all or substantially all of the assets of the Issuer and its Subsidiaries or (iii) Equity 

Securities of the Issuer authorized and issued following December 31, 2009 and possessing the 

power to elect or appoint a majority of the Board of Directors (or any similar governing body of 

any surviving or resulting Person). 
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(r) “Control,” “Controlled” or “Controlling” means, with respect to any Person, any 

circumstance in which such Person is directly or indirectly controlled by another Person by 

virtue of the latter Person having the power to (i) elect, or cause the election of (whether by way 

of voting capital stock, by contract, trust or otherwise), the majority of the members of the Board 

of Directors or a similar governing body of the first Person, or (ii) direct (whether by way of 

voting capital stock, by contract, trust or otherwise) the affairs and policies of such Person. 

(s) “Conversion Price” means the liquidation amount per share of Designated 

Preferred Stock divided by the then-applicable Conversion Rate. 

(t) “Conversion Rate” means the number of shares of Common Stock for which a 

share of Designated Preferred Stock shall be exchanged pursuant to the exercise of the Optional 

Conversion or the Mandatory Conversion, calculated as follows: 

 (i) for an Optional Conversion at the option of the Issuer pursuant to an order of 

the Federal Reserve in accordance with Section 6(a)(i)(A)(2) which occurs: 

 (1) on or prior to December 31, 2010, the Conversion Rate shall equal the 

Initial Conversion Rate; 

 (2) subsequent to December 31, 2010, the Conversion Rate shall equal the 

Reset Conversion Rate if the Issuer has completed any Applicable Transactions, and shall 

otherwise equal the Initial Conversion Rate;

 (ii) for an Optional Conversion at the option of the Issuer in accordance with 

Section 6(a)(i)(A)(1), other than pursuant to an order of the Federal Reserve, which occurs: 

 (1) on or prior to December 31, 2010, the Conversion Rate shall equal the 

Initial Conversion Rate; 

 (2) subsequent to December 31, 2010, the Conversion Rate shall equal the 

Reset Conversion Rate if the Issuer has completed any Applicable Transactions, and shall 

otherwise equal the Initial Conversion Rate; 

 (iii) for an Optional Conversion at the option of a Holder in accordance with 

Section 6(a)(i)(B) which occurs on or prior to December 31, 2010, the Conversion Rate shall 

equal the greater of (a) the Initial Conversion Rate and (b) the rate equal to the liquidation 

amount per share of Designated Preferred Stock divided by the price at which such Common 

Stock is offered in such public offering or the price at which such Common Stock is sold or 

otherwise valued in such Change of Control of the Issuer, as applicable; 

 (iv) for an Optional Conversion at the option of a Holder in accordance with 

Section 6(a)(i)(B) which occurs subsequent to December 31, 2010, the Conversion Rate shall 

equal the Reset Conversion Rate if the Issuer has completed any Applicable Transactions, and 

shall otherwise equal the Initial Conversion Rate; and 
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 (v) for any Mandatory Conversion, the Conversion Rate shall be the Reset 

Conversion Rate if the Company has completed any Applicable Transactions, and shall 

otherwise be the Initial Conversion Rate. 

(u) “Dividend Period” has the meaning set forth in Section 3(a). 

(v) “Dividend Record Date” has the meaning set forth in Section 3(a). 

(w) “Equity Securities” means, as applicable, (i) any capital stock, membership or 

limited liability company interests or other share capital, (ii) any securities directly or indirectly 

convertible into or exchangeable for any capital stock, membership or limited liability company 

interests or other share capital or containing any profit participation features, (iii) any rights or 

options directly or indirectly to subscribe for or to purchase any capital stock, membership or 

limited liability company interests, other share capital or securities containing any profit 

participation features or to subscribe for or to purchase any securities directly or indirectly 

convertible into or exchangeable for any capital stock, membership or limited liability company 

interests, other share capital or securities containing any profit participation features, (iv) any 

share appreciation rights, phantom share rights or other similar rights, or (v) any Equity 

Securities issued or issuable with respect to the securities referred to in clauses (i) through (iv) 

above in connection with a combination of shares, recapitalization, merger, consolidation, 

conversion or other reorganization. 

(x) “Fair Market Value” means, in reference to the Common Stock, the fair market 

value of the Common Stock, as between a willing buyer and a willing seller in an arms’ length 

transaction occurring on the date of valuation, taking into account the factors suggested by the 

Issuer and the United States Department of the Treasury, to the extent the Appraiser deems 

appropriate.

(y) “Federal Reserve” means the Board of Governors of the Federal Reserve System. 

(z) “Holder” means the holder of any shares of Designated Preferred Stock. 

(aa) “Initial Conversion Rate” means 0.00432, subject to the anti-dilution provisions 

set forth in Appendix A.

(bb) “Investor” means the United States Department of the Treasury or any of its 

Affiliates to which shares of Designated Preferred Stock are transferred in accordance with the 

terms hereof and the Certificate of Designations with respect to the Designated Preferred Stock. 

For the avoidance of doubt, “Investor” does not include any third party transferee of the Investor 

to which any shares of Designated Preferred Stock are transferred.

(cc) “LLC Agreement” means the Sixth Amended and Restated Limited Liability 

Company Operating Agreement of GMAC LLC, dated as of May 22, 2009.

(dd) “Liquidation Preference” has the meaning set forth in Section 4(a). 
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(ee) ”Mandatory Conversion” means the mandatory conversion of each share of the 

Designated Preferred Stock into Common Stock at the then-applicable Conversion Rate on the 

seventh anniversary of the Original Issue Date. 

(ff) “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, upon any public offering of the Common Stock or upon the occurrence of 

a Change of Control of the Issuer, subject to the requirements and conditions set forth in Section 

6(a)(i)(B). 

(gg) “Original Issue Date” means December 30, 2009. 

(hh) “Person” means any individual or Entity. 

(ii) “Plan of Conversion” means the plan of conversion of GMAC LLC into GMAC 

Inc., dated as of June 30, 2009.

(jj) “Preferred Stock” means any and all series of preferred stock of the Issuer, 

including the Designated Preferred Stock. 

(kk) “Public Offering” means an underwritten sale to the public of the Issuer’s (or its 

successor’s) Equity Securities pursuant to an effective registration statement filed with the SEC 

on Form S-1 and after which the Issuer’s (or its successor’s) Equity Securities are listed on the 

New York Stock Exchange, NASDAQ or any other national security exchange; provided that a 

Public Offering shall not include any issuance of Equity Securities in any merger or other 

business combination, and shall not include any registration of the issuance of Equity Securities 

to existing securityholders or employees of the Issuer and its Subsidiaries on Form S-4 or Form 

S-8.

(ll) “Qualified Public Offering” means one or a series of Public Offerings by the 

Issuer and/or one or more securityholders of the Issuer that results in at least twenty percent 

(20%) of the issued and outstanding common stock (or equivalent Equity Securities) of the Issuer 

at the time of such determination having been sold at such time or previously through a Public 

Offering or Public Offerings. 

(mm) “Redemption Price” means (i) during the period from the Original Issue Date to, 

but excluding, the second anniversary of the Original Issue Date, the sum of (A) the Liquidation 

Preference and (B) any accrued and unpaid dividends (including, if applicable as provided in 

Section 3(a) below, dividends on such amount) to, but excluding, the date fixed for redemption, 

and (ii) from and after the second anniversary of the Original Issue Date, the greater of (A) the 

amount calculated in clause (i) and (B) the As-Converted Value of the Designated Preferred 

Stock to be redeemed. 

(nn) “Reset Conversion Rate” means the greater of (a) the Initial Conversion Rate or 

(b) the Adjusted Conversion Rate. 
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(oo) “Standard Provisions” mean these Standard Provisions that form a part of the 

Exhibit relating to the Designated Preferred Stock. 

(pp) “Subsidiary” means, with respect to any Person, any other Person of which a 

majority of the voting interests is owned directly or indirectly by such Person.

(qq) “Transfer” means any sale, transfer, assignment (other than a contingent 

assignment for the benefit of creditors), exchange, or other disposition of an interest (whether 

with or without consideration, whether voluntarily or involuntarily or by operation of Law). The 

terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall 

have the correlative meanings. 

Section 3. Dividends.

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each 

share of Designated Preferred Stock if, as and when declared by the board of directors of the 

Issuer (the “Board of Directors”) or any duly authorized committee of the Board of Directors, but 

only out of assets legally available therefor, cumulative cash dividends with respect to each 

Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate 

on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of 

accrued and unpaid dividends for any prior Dividend Period on such share of Designated 

Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the 

Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no 

dividends shall accrue on other dividends unless and until the first Dividend Payment Date for 

such other dividends has passed without such other dividends having been paid on such date) and 

shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first 

such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In 

the event that any Dividend Payment Date would otherwise fall on a day that is not a Business 

Day, the dividend payment due on that date will be postponed to the next day that is a Business 

Day and no additional dividends will accrue as a result of that postponement. The period from 

and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is 

a “Dividend Period,” provided that the initial Dividend Period shall be the period from and 

including the Original Issue Date to, but excluding, the next Dividend Payment Date. 

Dividends that are payable on Designated Preferred Stock in respect of any Dividend 

Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a 

Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day 

year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. 

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date 

will be payable to holders of record of Designated Preferred Stock as they appear on the stock 

register of the Issuer on the applicable record date, which shall be the 15th calendar day 

immediately preceding such Dividend Payment Date or such other record date fixed by the 

Board of Directors or any duly authorized committee of the Board of Directors that is not more 

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record 
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Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether 

or not such day is a Business Day. 

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether 

payable in cash, securities or other property, other than dividends (if any) declared and payable 

on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of 

the Certificate of Designations). 

(b) Priority of Dividends. So long as any share of Designated Preferred Stock 

remains outstanding and owned by the United States Department of the Treasury or its Affiliates, 

no dividend shall be declared or paid on the Common Stock or any other shares of Junior Stock 

or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and 

no Common Stock, Junior Stock, Parity Stock or trust preferred securities issued by the Issuer or 

any Affiliate of the Issuer shall be, directly or indirectly, purchased, redeemed or otherwise 

acquired for consideration by the Issuer or any of its subsidiaries unless all accrued and unpaid 

dividends for all past Dividend Periods, including the latest completed Dividend Period 

(including, if applicable as provided in Section 3(a) above, dividends on such amount), on all 

outstanding shares of Designated Preferred Stock have been or are contemporaneously declared 

and paid in full (or have been declared and a sum sufficient for the payment thereof has been set 

aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable 

record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other 

acquisitions of shares of Common Stock or other Junior Stock in connection with the 

administration of any employee benefit plan in the ordinary course of business and consistent 

with past practice; (ii) the acquisition by the Issuer or any of its subsidiaries of record ownership 

in shares of Junior Stock or Parity Stock for the beneficial ownership of any other persons (other 

than the Issuer or any of its subsidiaries), including as trustees or custodians; (iii) the exchange 

or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other 

Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, 

solely to the extent required pursuant to binding contractual agreements entered into prior to the 

Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange 

thereof for Common Stock; (iv) distributions by or other transactions solely among the Issuer 

and any wholly-owned subsidiary of the Issuer or solely among wholly-owned subsidiaries of the 

Issuer; (v) redemptions of securities held by the Issuer or any wholly-owned subsidiary of the 

Issuer; and (vi) for the avoidance of doubt, unpaid tax distributions on junior membership 

interests of GMAC LLC pursuant to Section 5.1(e) of the LLC Agreement and consistent with 

Section 4(b) of the Plan of Conversion. 

When dividends are not paid (or declared and a sum sufficient for payment thereof set 

aside for the benefit of the holders thereof on the applicable record date) on any Dividend 

Payment Date (or, in the case of Parity Stock having dividend payment dates different from the 

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to 

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity 

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and 

payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend 

payment dates different from the Dividend Payment Dates, on a dividend payment date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so 

that the respective amounts of such dividends declared shall bear the same ratio to each other as 
A-8

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all 

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having 

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date 

falling within the Dividend Period related to such Dividend Payment Date) (subject to their 

having been declared by the Board of Directors or a duly authorized committee of the Board of 

Directors out of legally available funds and including, in the case of Parity Stock that bears 

cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of 

Directors or a duly authorized committee of the Board of Directors determines not to pay any 

dividends or a full dividend on a Dividend Payment Date, the Issuer will provide written notice 

to the holders of Designated Preferred Stock prior to such Dividend Payment Date. Subject to 

the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as 

may be determined by the Board of Directors or any duly authorized committee of the Board of 

Directors may be declared and paid on any securities, including Common Stock and other Junior 

Stock, from time to time out of any funds legally available for such payment, and holders of 

Designated Preferred Stock shall not be entitled to participate in any such dividends. 

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution 

or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of 

Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred 

Stock held by them, out of the assets of the Issuer or proceeds thereof (whether capital or 

surplus) available for distribution to stockholders of the Issuer, subject to the rights of any 

creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside 

for the holders of Junior Stock and any other stock of the Issuer ranking junior to Designated 

Preferred Stock as to such distribution (other than, for the avoidance of doubt, unpaid tax 

distributions on junior membership interests of GMAC LLC pursuant to Section 5.1(e) of the 

LLC Agreement and consistent with Section 4(b) of the Plan of Conversion), payment in full in 

an amount equal to the sum of (i) the Liquidation Amount per share of Designated Preferred 

Stock and (ii) the amount of any accrued and unpaid dividends (including, if applicable as 

provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date 

of payment (such amounts collectively, the “Liquidation Preference”). 

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets 

of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect 

to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable 

with respect of any Parity Stock of the Issuer ranking equally with Designated Preferred Stock as 

to such distribution, holders of Designated Preferred Stock and the holders of such Parity Stock 

shall share ratably in any such distribution in proportion to the full respective distributions to 

which they are entitled. 

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all 

holders of Designated Preferred Stock and the corresponding amounts payable with respect to 

any Parity Stock of the Issuer ranking equally with the Designated Preferred Stock as to such 

distribution have been paid in full, the holders of other stock of the Issuer shall be entitled to 
A-9

receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights 

and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this 

Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, 

including a merger or consolidation in which the holders of Designated Preferred Stock receive 

cash, securities or other property for their shares, or the sale, lease or exchange (for cash, 

securities or other property) of all or substantially all of the assets of the Issuer, shall not 

constitute a liquidation, dissolution or winding up of the Issuer. 

Section 5. Redemption.

(a) Optional Redemption. The Issuer, at its option, subject to the approval of the 

Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from 

time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at 

the time outstanding, upon notice given as provided in Section 5(c) below, at the then-applicable 

Redemption Price. 

(b) Payment of Redemption Price. The Redemption Price for any shares of 

Designated Preferred Stock shall be payable on the redemption date to the holder of such shares 

against surrender of the certificate(s) evidencing such shares to the Issuer or its agent. Any 

declared but unpaid dividends payable on a redemption date that occurs subsequent to the 

Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the 

Redemption Price on the redemption date, but rather shall be paid to the holder of record of the 

redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as 

provided in Section 3 above.

(c) No Sinking Fund. The Designated Preferred Stock will not be subject to any 

mandatory redemption, sinking fund or other similar provisions. Holders of Designated 

Preferred Stock will have no right to require redemption or repurchase of any shares of 

Designated Preferred Stock. 

(d) Notice of Redemption. Notice of every redemption of shares of Designated 

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of 

record of the shares to be redeemed at their respective last addresses appearing on the books of 

the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed 

for redemption. Any notice mailed as provided in this Subsection shall be conclusively 

presumed to have been duly given, whether or not the holder receives such notice, but failure 

duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any 

holder of shares of Designated Preferred Stock designated for redemption shall not affect the 

validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. 

Notwithstanding the foregoing, if the shares of Designated Preferred Stock are issued in bookentry form through The Depository Trust Company or any other similar facility, notice of 

redemption may be given to the holders of Designated Preferred Stock at such time and in any 

manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) 

the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, 

if less than all the shares held by such holder are to be redeemed, the number of such shares to be 
A-10

redeemed from such holder; (3) the Redemption Price, or the method pursuant to which the 

Redemption Price shall be calculated; and (4) the place or places where certificates for such 

shares are to be surrendered for payment of the Redemption Price. 

(e) Partial Redemption. In case of any redemption of part of the shares of Designated 

Preferred Stock at the time outstanding, the shares to be redeemed shall be redeemed pro rata. 

Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof 

shall have full power and authority to prescribe the terms and conditions upon which shares of 

Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares 

represented by any certificate are redeemed, a new certificate shall be issued representing the 

unredeemed shares without charge to the holder thereof. 

(f) Effectiveness of Redemption. If notice of redemption has been duly given and if 

on or before the redemption date specified in the notice all funds necessary for the redemption 

have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares 

called for redemption, with a bank or trust company doing business in the Borough of 

Manhattan, The City of New York, and having a capital and surplus of at least $500 million and 

selected by the Board of Directors, so as to be and continue to be available solely therefor, then, 

notwithstanding that any certificate for any share so called for redemption has not been 

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on 

all shares so called for redemption, all shares so called for redemption shall no longer be deemed 

outstanding and all rights with respect to such shares shall forthwith on such redemption date 

cease and terminate, except only the right of the holders thereof to receive the amount payable on 

such redemption from such bank or trust company, without interest. Any funds unclaimed at the 

end of three years from the redemption date shall, to the extent permitted by law, be released to 

the Issuer, after which time the holders of the shares so called for redemption shall look only to 

the Issuer for payment of the redemption price of such shares. 

Section 6. Conversion.

(a) Optional and Mandatory Conversion. 

(i) Prior to the seventh anniversary of the Original Issue Date, 

(A) the Issuer may, at its option, exercise the Optional Conversion in 

whole or in part, subject to the approval of the Federal Reserve, and with respect 

to shares of Designated Preferred Stock held by the Investor (1) with the prior 

written consent of the Investor (such consent to be granted in the sole discretion 

of the Investor, it being understood that with respect to any Optional Conversion, 

the Investor may consider such factors as it deems appropriate at such time and 

may seek to condition the terms on which it may provide such consent which may 

include an alteration of the Conversion Rate), or (2) pursuant to an order of the 

Federal Reserve compelling such a conversion. For the avoidance of doubt, any 

consent granted by the Investor with respect to any Optional Conversion shall not 

constitute a waiver by the Investor of any consent right regarding any other 

Optional Conversion or estop the Investor from withholding such consent; and 
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(B) in the event of any public offering of the Common Stock or upon 

the occurrence of a Change of Control of the Issuer, 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. 

(ii) On the seventh anniversary of the Original Issue Date, any shares of 

Designated Preferred Stock which remain outstanding shall each convert to Common 

Stock pursuant to the Mandatory Conversion. 

(iii) Upon any conversion of shares of the Designated Preferred Stock pursuant 

to the Optional Conversion or the Mandatory Conversion, the Issuer shall pay any 

accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), whether or not declared, to the date of payment, in either 

cash or Common Stock, to the holder of each share of the Designated Preferred Stock to 

be converted into Common Stock. If the Issuer elects to make such payment in the form 

of Common Stock, the number of shares of Common Stock to be distributed for this 

purpose will be determined based on the Conversion Price. 

(iv) Shares of Common Stock issuable pursuant to the conversion of any share 

of the Designated Preferred Stock shall be issued on the conversion date to the holder of 

such shares against surrender of the certificate(s) evidencing such shares to the Issuer or 

its agent, duly endorsed or assigned to the Issuer or in blank. Any issuance of Common 

Stock or payment of cash in respect of declared but unpaid dividends payable on a 

conversion date that occurs subsequent to the Dividend Record Date for a Dividend 

Period shall not be paid to the holder entitled to receive the Common Stock issued 

pursuant to the conversion on the conversion date, but rather shall be paid to the holder of 

record of the converted shares on such Dividend Record Date relating to the Dividend 

Payment Date as provided in Section 3 above. 

(b) Notice of Conversion. Notice of any election to convert shares of Designated 

Preferred Stock shall be given by first class mail, postage prepaid. Any such notice given by the 

Issuer shall be addressed to the holders of record of the shares to be converted at their respective 

last addresses appearing on the books of the Issuer. Any such notice given by the holders of 

shares of the Designated Preferred shall be addressed to the Issuer at its principal business 

address. Such mailing shall be at least 30 days and not more than 60 days before the date fixed 

for conversion. Any notice mailed as provided in this Subsection shall be conclusively presumed 

to have been duly given, whether or not the holder or the Issuer receives such notice, but failure 

duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to the 

Issuer or to any holder of shares of Designated Preferred Stock designated for conversion shall 

not affect the validity of the proceedings for the conversion of any other shares of Designated 

Preferred Stock. Notwithstanding the foregoing, if the shares of Designated Preferred Stock are 

issued in book-entry form through The Depository Trust Company or any other similar facility, 

notice of conversion may be given to the holders of Designated Preferred Stock at such time and 

in any manner permitted by such facility. Each notice of conversion given to a holder or to the 

Issuer shall state: (1) the conversion date; (2) the number of shares of Designated Preferred Stock 
A-12

to be converted and, if less than all the shares held by such holder are to be converted, the 

number of such shares to be converted from such holder; (3) the number of shares of Common 

Stock into which such shares of Designated Preferred Stock shall be converted; and (4) the place 

or places where certificates for such shares are to be surrendered for payment. 

(c) Cash Payments in Lieu of Fractional Shares. No fractional shares of Common 

Stock shall be issued upon conversion of Designated Preferred Stock. In lieu of any fractional 

shares which would otherwise be deliverable upon the conversion of any Designated Preferred 

Stock, the Issuer shall pay to the holder of such shares an amount in cash (computed to the 

nearest cent), determined based on the Conversion Price.

(d) Partial Conversion. In case of any conversion of part of the shares of Designated 

Preferred Stock at the time outstanding, the shares to be converted shall be converted pro rata; 

provided that if GMAC is prohibited by Section 6(a)(i)(A) hereof from converting shares of the 

Designated Preferred Stock held by the Investor, it may convert any shares of the Designated 

Preferred held by parties other than the Investor, in a manner consistent with the other terms and 

conditions hereof. If fewer than all the shares represented by any certificate are converted, a new 

certificate shall be issued representing the unconverted shares without charge to the holder 

thereof.

(e) Effectiveness of Conversion. If notice of conversion has been duly given and if 

on or before the conversion date specified in the notice all funds necessary for the conversion 

and certificates representing the shares of Common Stock to be issued have been deposited by 

the Issuer, in trust for the pro rata benefit of the holders of the shares called for conversion, with 

a bank or trust company doing business in the Borough of Manhattan, The City of New York, 

and having a capital and surplus of at least $500 million and selected by the Board of Directors, 

so as to be and continue to be available solely therefor, then, notwithstanding that any certificate 

for any share so called for conversion has not been surrendered for cancellation, on and after the 

conversion date distributions shall cease to accrue on all shares so called for conversion, all 

shares so called for conversion shall no longer be deemed outstanding and all rights with respect 

to such shares shall forthwith on such conversion date cease and terminate, except only the right 

of the holders thereof to receive the amount payable on such conversion from such bank or trust 

company, without interest. Any funds or certificates representing shares of Common Stock 

unclaimed at the end of three years from the conversion date shall, to the extent permitted by 

law, be released to the Issuer, after which time the holders of the shares so called for conversion 

shall look only to the Issuer for payment of the conversion price of such shares. 

Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any voting 

rights except as set forth below or as otherwise from time to time required by law. 

(b) RESERVED. 

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated 

Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required 

by law or by the Charter, the vote or consent of the holders of at least a majority of the shares of 
A-13

Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or 

by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, 

shall be necessary for effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration of the 

Certificate of Designations for the Designated Preferred Stock or the Charter to authorize 

or create or increase the authorized amount of, or any issuance of, any shares of, or any 

securities convertible into or exchangeable or exercisable for shares of, any class or series 

of capital stock of the Issuer ranking senior to the Designated Preferred Stock with 

respect to either or both the payment of dividends and/or the distribution of assets on any 

liquidation, dissolution or winding up of the Issuer; 

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration 

or repeal of any provision of the Certificate of Designations for the Designated Preferred 

Stock or the Charter (including, unless no vote on such merger or consolidation is 

required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a 

merger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers of the Designated Preferred Stock; or 

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any 

consummation of a binding share exchange or reclassification involving the Designated 

Preferred Stock, other than an Optional Conversion or Mandatory Conversion, or of a 

merger or consolidation of the Issuer with another corporation or other entity, unless in 

each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case 

of any such merger or consolidation with respect to which the Issuer is not the surviving 

or resulting entity, are converted into or exchanged for preference securities of the 

surviving or resulting entity or its ultimate parent, and (y) such shares remaining 

outstanding or such preference securities, as the case may be, have such rights, 

preferences, privileges and voting powers, and limitations and restrictions thereof, taken 

as a whole, as are not materially less favorable to the holders thereof than the rights, 

preferences, privileges and voting powers, and limitations and restrictions thereof, of 

Designated Preferred Stock immediately prior to such consummation, taken as a whole; 

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the 

authorized Preferred Stock, including any increase in the authorized amount of Designated 

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other 

persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or 

issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series 

of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other 

series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with 

respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) 

and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be 

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not 

require the affirmative vote or consent of, the holders of outstanding shares of the Designated 

Preferred Stock; provided, further, however, any amendments to the Charter entered into in 

connection with the compliance by the Issuer with its commitments to the United States 

Department of the Treasury for purposes of the Issuer’s participation in the Troubled Asset 
A-14

Relief Program, or any similar or successor program, will not be deemed to adversely affect the 

rights, preferences, privileges or voting powers, and shall not require the affirmative vote or 

consent of, the holders of outstanding shares of the Designated Preferred Stock. 

(d) Changes after Provision for Redemption. No vote or consent of the holders of 

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the 

time when any such vote or consent would otherwise be required pursuant to such Section, all 

outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have 

been called for redemption upon proper notice and sufficient funds shall have been deposited in 

trust for such redemption, in each case pursuant to Section 5 above. 

(e) Procedures for Voting and Consents. The rules and procedures for calling and 

conducting any meeting of the holders of Designated Preferred Stock (including, without 

limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies 

at such a meeting, the obtaining of written consents and any other aspect or matter with regard to 

such a meeting or such consents shall be governed by any rules of the Board of Directors or any 

duly authorized committee of the Board of Directors, in its discretion, may adopt from time to 

time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws 

and applicable law and the rules of any national securities exchange or other trading facility on 

which Designated Preferred Stock is listed or traded at the time. 

Section 8. Record Holders. To the fullest extent permitted by applicable law, the 

Issuer and the transfer agent for Designated Preferred Stock may deem and treat the record 

holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all 

purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the 

contrary.

Section 9. Notices. All notices or communications in respect of Designated 

Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first 

class mail, postage prepaid, or if given in such other manner as may be permitted in this 

Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the 

foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The 

Depository Trust Company or any similar facility, such notices may be given to the holders of 

Designated Preferred Stock in any manner permitted by such facility. 

Section 10. Preemptive Rights.

(a) The Issuer shall not issue, sell or exchange, agree to issue, sell or exchange, or 

reserve or set aside for issuance, sale or exchange, any Preemptive Securities (as defined below) 

of the Issuer to any Person unless, in each case, the Issuer shall have first offered to sell to each 

holder of Common Stock, and the holders of any shares of Designated Preferred Stock (each a 

“Preemptive Holder”) such Preemptive Holder’s Preemptive Share (as defined below) of the 

Preemptive Securities, at a price and on such other terms as shall have been specified by the 

Issuer in writing delivered to each such Preemptive Holder (the “Preemptive Offer”), which 

Preemptive Offer shall by its terms remain open and irrevocable for a period of at least ten 

calendar days from the date it is delivered by the Issuer (the “Preemptive Offer Period”). Each 

Preemptive Holder may elect to purchase all or any portion of such Preemptive Holder’s 
A-15

Preemptive Share of the Preemptive Securities as specified in the Preemptive Offer at the price 

and upon the terms specified therein by delivering written notice of such election to the Issuer as 

soon as practical but in any event within the Preemptive Offer Period; provided that if the Issuer 

is issuing Preemptive Securities together as a unit with any other securities, then any Preemptive 

Holder who elects to purchase the Preemptive Securities pursuant to this section must purchase 

the same proportionate mix of all of such securities. Notwithstanding anything to the contrary 

set forth in this Exhibit, a Preemptive Holder may assign all or any portion of its right to acquire 

Preemptive Securities to its direct or indirect equityholders, and upon any such assignment, each 

such equityholder shall be deemed a Preemptive Holder for the purposes of this section.

“Preemptive Securities” means, as applicable, (i) Common Stock or any other common equity 

securities of the Issuer or other securities of the Issuer that vote together with the Common 

Stock, (ii) any securities directly or indirectly convertible into or exchangeable for Common 

Stock or other common equity securities of the Issuer or other securities of the Issuer that vote 

together with the Common Stock, (iii) any rights or options directly or indirectly to subscribe for 

or to purchase Common Stock or other common equity securities of the Issuer or other securities 

of the Issuer that vote together with the Common Stock, or to subscribe for or purchase any 

securities directly or indirectly convertible into or exchangeable for Common Stock or other 

common equity securities of the Issuer, (iv) any share appreciation rights, phantom share rights, 

or other similar rights, to the extent related to Common Stock or other securities of the Issuer that 

vote together with the Common Stock, or (v) any Preemptive Securities issued or issuable with 

respect to the securities referred to in clauses (i) through (iv) above in connection with a 

combination of shares, recapitalization, merger, consolidation, conversion or other 

reorganization.

Each Preemptive Holder’s “Preemptive Share” of Preemptive Securities shall be 

determined as follows: the total number of Preemptive Securities, multiplied by a fraction, (i) 

the numerator of which is the number of shares of Common Stock then held, directly or 

indirectly, by such Preemptive Holder on a Fully-Diluted Basis (as defined below), and (ii) the 

denominator of which is the number shares of Common Stock then held by all Preemptive 

Holders (including such Preemptive Holder) on a Fully-Diluted Basis. “Fully Diluted Basis”

means after taking into account all outstanding shares of Common Stock and assuming the 

exercise, conversion or exchange of all outstanding options, warrants, convertible or 

exchangeable securities and similar rights (“Convertible Securities”) and the issuance of all 

shares of Common Stock that the Issuer is obligated to issue thereunder. 

Upon the expiration of the Preemptive Offer Period, the Issuer shall be entitled to sell 

such Preemptive Securities which the Preemptive Holders have not elected to purchase for a 

period ending on the later to occur of (i) one hundred twenty calendar days following the 

expiration of the Preemptive Offer Period, or (ii) if a definitive agreement to Transfer the 

Preemptive Securities is entered into by the Issuer within such one hundred twenty calendar day 

period, the date on which all applicable approvals and consents of Governmental Entities and 

other Persons with respect to such proposed Transfer have been obtained and any applicable 

waiting periods under Law have expired or been terminated, in each case on terms and 

conditions not materially more favorable to the purchasers thereof than those offered to the 

Preemptive Holders. Any Preemptive Securities to be sold by the Issuer following the expiration 

of such period must be reoffered to the Preemptive Holders pursuant to the terms of this section 

if any such agreement to Transfer is terminated. 
A-16

(b) The provisions of this Section 10 shall not apply to the following issuances of 

Preemptive Securities: 

(i) Preemptive Securities issued to or for the benefit of employees, officers, 

directors and other service providers of or to the Issuer or any of its Subsidiaries in 

accordance with the terms hereof or any applicable incentive plan of the Issuer; 

(ii) securities issued by the Company in connection with a Public Offering; 

(iii) securities issued as consideration in acquisitions or commercial 

borrowings or leasing; 

(iv) securities issued upon conversion of convertible or exchangeable 

securities of the Company or any of its Subsidiaries that were outstanding on June 30, 

2009 or were not issued in violation of any preemptive rights held by stockholders of the 

Issuer and, 

(v) a subdivision of shares of capital stock (including any stock dividend or 

stock split), any combination of shares of capital stock (including any reverse stock split) 

or any recapitalization, reorganization, reclassification or conversion of the Issuer or any 

of its Subsidiaries. 

(c) The preemptive rights granted in this Section 10 shall terminate upon the earlier 

to occur of the consummation of a Qualified Public Offering and a Company Sale. 

 (d) Notwithstanding the procedural requirements of Section 10(a) above, with respect 

to any issuance of Preemptive Securities to the Investor in connection with the Supervisory 

Capital Assessment Program, in the event that the Issuer determines that it is necessary or 

advisable, the Issuer may complete a transaction covered by Section 10(a) above prior to making 

a Preemptive Offer to Preemptive Holders provided that the Issuer (x) shall make the Preemptive 

Offer to Preemptive Holders promptly following completion of such transaction and (y) 

Preemptive Holders shall have no less than 10 calendar days to consider any such Preemptive 

Offer.

Section 11. Replacement Certificates. The Issuer shall replace any mutilated 

certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer 

shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon 

delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, 

stolen or lost, together with any indemnity that may be reasonably required by the Issuer. 

Section 12. Other Rights. The shares of Designated Preferred Stock shall not have 

any rights, preferences, privileges or voting powers or relative, participating, optional or other 

special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein, 

in the Charter or the Bylaws, or as provided by applicable law. 
A-i

Appendix A 

Anti-dilution Provisions

The Conversion Rate will be adjusted, without duplication, if certain events occur: 

(1) the issuance of shares of Common Stock as a dividend to all holders of Common Stock, 

or a subdivision or combination of Common Stock, in which event the Conversion Rate will be 

adjusted based on the following formula: 

CR1 = CR0 x (CM1 / CM0)

where,

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

dividend or the open of business on the effective date of such subdivision or combination, 

as the case may be; 

CR1 = the Conversion Rate in effect immediately after the close of business on such 

record date or the open of business on such effective date, as the case may be; 

CM0= the number of shares of Common Stock outstanding at the close of business on 

such record date for such dividend or at the open of business on the effective date of such 

subdivision or combination, in each case, prior to giving effect to such event; 

CM1

 = the number of shares of Common Stock that would be outstanding immediately 

after, and solely as a result of, such event. 

(2) the issuance to all holders of Common Stock of rights, options or warrants entitling them 

for a period expiring 60 days or less from the date of issuance of such rights, options or warrants 

to purchase shares of Common Stock at less than the current Trading Value of Common Stock as 

of the record date, in which event the Conversion Rate will be increased based on the following 

formula: 

CR1 = CR0 x [(CM0 + X) / (CM0 +Y)] 

where,

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

issuance;

CR1

 = the Conversion Rate in effect immediately after the close of business on the record 

date for such issuance; 

CM0 = the number of shares of Common Stock outstanding at the close of business on the 

record date for such issuance; 

X = the total number of shares of Common Stock issuable pursuant to such rights; and 
A-ii

Y = the aggregate price payable to exercise such rights divided by the Trading Value as 

of the record date. 

However, the Conversion Rate will be readjusted to the extent that any such rights, 

options or warrants are not exercised prior to their expiration. 

(3) the distribution (other than any tax distributions paid to holders of junior membership 

interests in GMAC LLC) to all holders of Common Stock of capital stock of the Issuer (other 

than Common Stock) or evidences of Issuer indebtedness or Issuer assets (excluding any 

distribution or issuance covered by clauses (1) or (2) above or (4) below, and including any 

distribution of cash which is excluded from clause (4) below) in which event the Conversion 

Rate will be increased based on the following formula: 

CR1 = CR0 x [TV0 / ( TV0 – FMV)]

where,

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

distribution;

CR1

 = the Conversion Rate in effect immediately after the close of business on the record 

date for such distribution; 

TV0 = the Trading Value as of the record date for such distribution, or, if the Common 

Stock is not listed on a national securities exchange, as of the date that would be the 

record date for such distribution if the Common Stock was listed on the New York Stock 

Exchange; and 

FMV = the fair market value (as determined by the Issuer’s Board of Directors) on the 

record date for such distribution of the shares of capital stock, evidences of indebtedness 

or assets so distributed, expressed as an amount per share of Common Stock. 

However, if the transaction that gives rise to an adjustment pursuant to this clause (3) is 

one pursuant to which the payment of a distribution on Common Stock consists of shares 

of capital stock of, or similar equity interests in, a subsidiary or other business unit of the 

Issuer (i.e., a spin-off) that are, or, when issued, will be, traded on a U.S. national 

securities exchange, then the Conversion Rate will instead be increased based on the 

following formula: 

CR1 = CR0 x [(FMV + TV0) / TV0]

where,

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

distribution;

CR1

 = the Conversion Rate in effect immediately after the close of business on the record 

date for such distribution; 
A-iii

FMV = the average of the VWAP of the capital stock or similar equity interests 

distributed to holders of Common Stock applicable to one share of Common Stock over 

each of the 10 consecutive trading days commencing on, and including, the third trading 

day after the date on which “ex-distribution trading” commences for such distribution on 

the New York Stock Exchange or such other U.S. national securities exchange on which 

such shares of capital stock or similar equity interests are then listed; and 

TV0 = the Trading Value calculated twenty trading days from the third trading day after 

which “ex-distribution trading” commences for such distribution, or, if the Common 

Stock is not listed on a national securities exchange, as of twenty trading days from the 

date that would be the third trading day after which “ex-distribution trading” would 

commence if the Common Stock was listed on the New York Stock Exchange. 

(4) The Issuer makes a distribution (other than any tax distributions paid to holders of junior 

membership interests in GMAC LLC) consisting exclusively of cash to all holders of Common 

Stock, excluding (a) any cash that is distributed as part of a distribution referred to in clause (3) 

above, and (b) any consideration payable in connection with a tender or exchange offer made by 

Issuer or any of its subsidiaries referred to in clause (5) below, in which event, the Conversion 

Rate will be increased based on the following formula: 

CR1 = CR0 x [TV0 / (TV0 - C)] 

where,

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

distribution;

CR1

 = the Conversion Rate in effect immediately after the close of business on the record 

date for such distribution; 

TV0 = the Trading Value as of the record date for such distribution; and 

C = the amount in cash per share of Common Stock that Issuer distributes to holders. 

(5) Issuer or one or more of Issuer’s subsidiaries make purchases of shares of Common Stock 

pursuant to a tender offer or exchange offer by Issuer or one of its subsidiaries for Common 

Stock to the extent that the cash and value of any other consideration included in the payment per 

share of Common Stock validly tendered or exchanged exceeds the Trading Value of Common 

Stock on the trading day next succeeding the last date on which tenders or exchanges may be 

made pursuant to such tender or exchange offer (the “expiration date”), in which event the 

Conversion Rate will be increased based on the following formula: 

CR1 = CR0 x [ (FMV + (TV1

 * CM1)) / (TV1 * CM0 )]

where,

CR0 = the Conversion Rate in effect at the close of business on the trading day next 

succeeding the expiration date; 
A-iv

CR1

 = the Conversion Rate in effect immediately after the close of business on the 

trading day next succeeding the expiration date; 

FMV = the fair market value (as determined by the Issuer’s Board of Directors), at the 

close of business on the trading day next succeeding the expiration date, of the aggregate 

value of all cash and any other consideration paid or payable for Common Stock validly 

tendered or exchanged and not withdrawn as of the expiration date (the “purchased 

shares”); 

CM1 = the number of shares of Common Stock outstanding as of the last time tenders or 

exchanges may be made pursuant to such tender or exchange offer (the “expiration time”)

less any purchased shares; 

CM0 = the number of shares of Common Stock outstanding at the expiration time, 

including any purchased shares; and 

TV1

 = the Trading Value calculated twenty trading days from the trading day 

immediately after the expiration date. 

“Conversion Rate” means the number of shares of Common Stock that will be exchanged for 

each share of Designated Preferred Stock upon a conversion pursuant to the exercise of either the 

Optional Conversion or the Mandatory Conversion. 

“Trading Value” means (i) if the Common Stock is traded on a national securities exchange, the 

market price of the Common Stock on the applicable date (calculated based on the average 

closing price during the preceding 20 day trading period) or (ii) if the Common Stock is not 

traded on a national securities exchange, the per Common Share Fair Market Value of the Issuer, 

as determined in good faith by the Issuer’s Board of Directors. 

“Record date” means, for purpose of a Conversion Rate adjustment, with respect to any 

dividend, distribution or other transaction or event in which the holders of Common Stock have 

the right to receive any cash, securities or other property or in which Common Stock (or any 

other applicable security) are exchanged for or converted into any combination of cash, securities 

or other property, the date fixed for determination of holders of Common Stock entitled to 

receive such cash, securities or other property (whether such date is fixed by the Issuer’s Board 

of Directors or by statute, contract or otherwise). 

“VWAP” per share of common stock on any trading day means the market price of one share of 

common stock from the open of trading on the relevant trading day until the close of trading on 

the relevant trading day determined, using a volume-weighted average method, by a nationally 

recognized investment banking firm retained for this purpose by the Issuer). 

A “trading day” means, for purposes of determining a VWAP or closing price, a business day on 

which the relevant exchange or quotation system is scheduled to be open for business and a day 

on which there has not occurred or does not exist a market disruption event. 
A-v

A “market disruption event” is defined as any of the following events that has occurred: 

x any suspension of, or limitation imposed on, trading by the relevant exchange or 

quotation system during the one-hour period prior to the close of trading for the 

regular trading session on the exchange or quotation system (or for purposes of 

determining VWAP any period or periods aggregating one half-hour or longer) and 

whether by reason of movements in price exceeding limits permitted by the relevant 

exchange or quotation system or otherwise relating to Common Stock or in futures or 

option contracts relating to Common Stock on the relevant exchange or quotation 

system; 

x any event (other than a failure to open or a closure as described below) that disrupts 

or impairs the ability of market participants during the one-hour period prior to the 

close of trading for the regular trading session on the exchange or quotation system 

(or for purposes of determining VWAP any period or periods aggregating one halfhour or longer) in general to effect transactions in, or obtain market values for 

Common Stock on the relevant exchange or quotation system or futures or options 

contracts relating to Common Stock on any relevant exchange or quotation system; or 

x the failure to open of the exchange or quotation system on which futures or options 

contracts relating to Common Stock are traded or the closure of such exchange or 

quotation system prior to its respective scheduled closing time for the regular trading 

session on such day (without regard to after hours or other trading outside the regular 

trading session hours) unless such earlier closing time is announced by such exchange 

or quotation system at least one hour prior to the earlier of the actual closing time for 

the regular trading session on such day and the submission deadline for orders to be 

entered into such exchange or quotation system for execution at the actual closing 

time on such day. 

Except as stated above, the Conversion Rate will not be adjusted for the issuance of Common 

Stock or any securities convertible into or exchangeable for Common Stock or carrying the right 

to purchase any of the foregoing or for the repurchase of Common Stock. An adjustment to the 

Conversion Rate also need not be made for a transaction referred to in clauses (1) through (5) 

above if holders of the Designated Preferred Stock may participate (as a result of holding the 

Designated Preferred Stock, and at the same time as Common Stock holders participate) in such 

transaction as if such holders of the Designated Preferred Stock held a number of shares of 

Common Stock equal to the product of the number of shares of Designated Preferred Stock held 

by such holder and the Conversion Rate, without having to convert their shares of Designated 

Preferred Stock. The Issuer may, but shall not be required to, make such increases in the 

Conversion Rate, in addition to those that are required, as the Issuer’s Board of Directors 

considers to be advisable in order to avoid or diminish any income tax to any holders of 

Common Stock resulting from any distribution of capital stock or issuance of rights or warrants 

to purchase or subscribe for capital stock or from any event treated as such for income tax 

purposes or for any other reason. 

No adjustment in the Conversion Rate will be required unless such adjustment would require an 

increase or decrease of at least 1%; provided, however, that any such minor adjustments that are 
A-vi

not required to be made will be carried forward and taken into account in any subsequent 

adjustment, and provided further that any such adjustment of less than 1% that has not been 

made will be made upon (x) the end of each fiscal year of the Issuer, (y) the date of any notice of 

a redemption and (z) any conversion date. 

Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th of a share. 

Whenever the Conversion Rate is adjusted, the Issuer shall notify the holders of the Designated 

Preferred Stock of the adjustment within ten Business Days of any event requiring such 

adjustment and describe in reasonable detail the method by which the Conversion Rate was 

adjusted.
2

ANNEX A-2 

FORM OF AMENDMENT TO BYLAWS

[SEE ATTACHED] 
W/1569852v3

BYLAWS OF GMAC INC. 

______________________________________________________

Dated as of December 30, 2009 

______________________________________________________
i

TABLE OF CONTENTS 

ARTICLE I DEFINITIONS; INTERPRETATIVE MATTERS .....................................................1 

Section 1.1 Definitions..........................................................................................................1

Section 1.2 Cross-References ...............................................................................................9 

Section 1.3 Interpretative Matters.......................................................................................10 

ARTICLE II ORGANIZATIONAL MATTERS; GENERAL 

PROVISIONS..................................................................................................11 

Section 2.1 Formation.........................................................................................................11

Section 2.2 Name; Office; Registered Agent......................................................................11 

Section 2.3 Purposes; Powers .............................................................................................12 

Section 2.4 Duration ...........................................................................................................12

Section 2.5 Filings; Qualification in Other Jurisdictions....................................................12 

ARTICLE III CAPITALIZATION; CAPITAL STOCK ..............................................................13 

Section 3.1 Capital Stock; Capitalization ...........................................................................13 

Section 3.2 Authorization and Issuance of Additional Capital Stock.................................13 

Section 3.3 Certification of Stock.......................................................................................14 

ARTICLE IV STOCK REGISTER; BOOKS AND RECORDS; 

AFFIRMATIVE COVENANTS .....................................................................14 

Section 4.1 Stock Register ..................................................................................................14 

Section 4.2 Books and Records; Other Documents............................................................15 

Section 4.3 Reports and Audits...........................................................................................15 

Section 4.4 Financial Statements and Other Information ...................................................16 

Section 4.5 Independent Auditor ........................................................................................18 

Section 4.6 Company Policies ............................................................................................18 

ARTICLE V DIVIDENDS............................................................................................................19

Section 5.1 Dividends .........................................................................................................19

Section 5.2 Non-Cash Dividends........................................................................................19 

Section 5.3 No Set-Off........................................................................................................19

ARTICLE VI RIGHTS AND DUTIES OF STOCKHOLDERS ..................................................19 

Section 6.1 Stockholders.....................................................................................................19

Section 6.2 No Management or Dissent Rights..................................................................19 

Section 6.3 No Stockholder Fiduciary Duties.....................................................................20 

Section 6.4 Meetings of the Common Holders...................................................................20 

Section 6.5 Notice of Meetings...........................................................................................21 

Section 6.6 Quorum ............................................................................................................21

Section 6.7 Voting ..............................................................................................................22

Section 6.8 Action Without a Meeting; Telephonic Meetings ...........................................22 

Section 6.9 Record Date .....................................................................................................23 

Section 6.10 Certain Matters Requiring Approval of the Majority Holders 

(including at Least Two Common Holders) ..............................................23 
ii

Section 6.11 Liability of Stockholders..................................................................................26 

Section 6.12 Blocker Corp Transactions ..............................................................................26 

ARTICLE VII BOARD OF DIRECTORS; OFFICERS...............................................................26 

Section 7.1 Establishment of Board of Directors................................................................26 

Section 7.2 General Powers of the Board of Directors.......................................................27 

Section 7.3 Removal of Directors for Cause ......................................................................27 

Section 7.4 Meetings...........................................................................................................27

Section 7.5 Notice of Meetings...........................................................................................28 

Section 7.6 Quorum ............................................................................................................28

Section 7.7 Voting ..............................................................................................................28

Section 7.8 Action Without a Meeting; Telephonic Meetings ...........................................29 

Section 7.9 Reserved...........................................................................................................29

Section 7.10 Reserved...........................................................................................................29

Section 7.11 Reserved...........................................................................................................29

Section 7.12 Compensation of Directors; Expense Reimbursement ....................................29 

Section 7.13 Committees of the Board of Directors.............................................................29 

Section 7.14 Delegation of Authority ...................................................................................30 

Section 7.15 Officers ............................................................................................................30

Section 7.16 Standard of Care; Fiduciary Duties; Liability of Directors and Officers.........32 

ARTICLE VIII TRANSFER OF SHARES OF STOCK...............................................................33 

Section 8.1 Void Transfers .................................................................................................33 

Section 8.2 Transfer of Certain Shares of Capital Stock by GM to the U.S. 

Treasury .....................................................................................................33 

ARTICLE IX DISSOLUTION......................................................................................................33 

Section 9.1 In General.........................................................................................................33

Section 9.2 Liquidation and Termination ...........................................................................33 

Section 9.3 Filing of Certificate of Dissolution..................................................................34 

Section 9.4 Reasonable Time for Winding Up ...................................................................34 

Section 9.5 Antitrust Laws..................................................................................................34 

Section 9.6 Other Remedies................................................................................................34 

ARTICLE X OTHER AGREEMENTS.........................................................................................35 

Section 10.1 Transactions with Affiliates.............................................................................35 

Section 10.2 Public Offering.................................................................................................35

Section 10.3 Preemptive Rights............................................................................................37 

Section 10.4 Registration Rights of Certain Common Holders............................................39 

ARTICLE XI CONFIDENTIALITY ............................................................................................39 

Section 11.1 Non-Disclosure ................................................................................................39 

Section 11.2 Exceptions........................................................................................................39

ARTICLE XII MISCELLANEOUS PROVISIONS .....................................................................40 

Section 12.1 Amendments ....................................................................................................40 

Section 12.2 Remedies..........................................................................................................41
iii

Section 12.3 Notice Addresses and Notices .........................................................................41 

Section 12.4 Reserved...........................................................................................................42

Section 12.5 Survival............................................................................................................42

Section 12.6 Creditors...........................................................................................................42

Section 12.7 Indemnification and Reimbursement for Payments on Behalf of a 

Stockholder ................................................................................................42 

Section 12.8 Strict Construction ...........................................................................................42 

SCHEDULES AND EXHIBITS 

Stock Register (as of June 30, 2009) 

Schedule of Material Subsidiaries 

Schedule of Significant Joint Ventures 

Exhibit A—Project Agreements 

Exhibit B—Transaction Documents 

Exhibit C—Company Policies 

Exhibit D—Environmental Guidelines 

Exhibit E—Affiliate Transactions 

Exhibit F— Registration Rights of Certain Common Holders
ARTICLE I 

DEFINITIONS; INTERPRETATIVE MATTERS 

Section 1.1 Definitions. The following terms, as used herein, shall have the following 

meanings: 

“Affiliate” means, with respect to any Person, any other Person that, directly or 

indirectly, whether through one or more intermediaries, Controls, is Controlled by or is under 

common Control with such Person, excluding any employee benefit plan or related trust. For 

purposes of Section 6.10(c)(ii), the definition of “Affiliate” does not include any Subsidiary of 

the Company and does not include any Governmental Entity except UST in its capacity as a 

Stockholder.

“Antitrust Law” means any Law relating to the preservation of or restraint against 

competition in commercial activities, including the United States Hart-Scott-Rodino Antitrust 

Improvements Act of 1976. 

“Bankruptcy” means, with respect to any Person, the occurrence of any of the 

following events: (i) the filing of an application by such Person for, or a consent to, the 

appointment of a trustee or custodian of such Person’s assets; (ii) the filing by such Person of a 

voluntary petition in bankruptcy or the seeking of relief under Title 11 of the United States Code, 

or the filing of a pleading in any court of record admitting in writing such Person’s inability to 

pay its debts as they become due; (iii) the making by such Person of a general assignment for the 

benefit of creditors; (iv) the filing by such Person of an answer admitting the material allegations 

of, or such Person’s consenting to, or defaulting in answering, a bankruptcy petition filed against 

him in any bankruptcy proceeding or petition seeking relief under Title 11 of the United States 

Code; or (v) the entry of any order, judgment or decree by any court of competent jurisdiction 

adjudicating such Person a bankrupt or insolvent or for relief in respect of such Person or 

appointing a trustee or custodian of such Person’s assets and the continuance of such order, 

judgment or decree unstayed and in effect for a period of sixty consecutive calendar days. 

 “BHC Act” means the Bank Holding Company Act of 1956, as amended. 

 “Blocker Preferred” means the 9% perpetual preferred stock of Blocker Sub. 

“Blocker Sub” means Preferred Blocker, Inc., a Delaware corporation.

“Business Day” means any calendar day other than a Saturday, a Sunday or any 

other day on which commercial banks in Detroit, Michigan or New York, New York are 

authorized or required to close. 

“Cause” means, with respect to any Director, one or more of the following: 

(i) the commission of a felony or other crime involving moral turpitude or the commission of an 

act involving dishonesty or fraud with respect to the Company or any of its Subsidiaries or any 

of their customers or suppliers; (ii) any act undertaken with the intent of aiding or abetting a 

competitor, supplier or customer of the Company or any of its Subsidiaries to the disadvantage or 

detriment of the Company and its Subsidiaries; (iii) any breach of fiduciary duty, gross 
2

negligence or willful misconduct with respect to the Company or any of its Subsidiaries, in each 

case which is detrimental to the Company in any material respect; (iv)(A) continued abuse of 

alcohol or illegal drugs, (B) repeated public drunkenness or (C) other repeated conduct (1) 

causing the Company or its Subsidiaries public disgrace or disrepute or economic harm or (2) 

materially impairing such Director’s ability to perform his or her duties and responsibilities as a 

Director of the Company; or (v) any breach of his or her obligations of confidentiality to the 

Company or any of its Subsidiaries. 

 “Charter” means the Company’s Certificate of Incorporation filed with the 

Secretary of State of the State of Delaware, including each certificate of designations adopted 

with respect thereto. 

“Class A Preferred Holder” means a holder of the Class A Preferred Stock. 

 “Class A Preferred Stock” means capital stock having the rights and obligations 

specified with respect to Class A Preferred Stock in the Charter and these Bylaws. 

 “Class C Holder” means a holder of the Class C Preferred Stock. 

“Class C Preferred Stock” means capital stock, issued in one or more series, 

having the rights and obligations specified with respect to Class C Preferred Stock in the Charter 

and these Bylaws. 

 “Class E Preferred Holder” means the holder of the Class E Preferred Stock. 

 “Class E Preferred Stock” means capital stock having the rights and obligations 

specified with respect to Class E Preferred Stock in the Charter and these Bylaws. 

 “Class F-2 Preferred Holder” means a holder of the Class F-2 Preferred Stock. 

 “Class F-2 Preferred Stock” means capital stock having the rights and obligations 

specified with respect to Class F-2 Preferred Stock in the Charter, these Bylaws and the 

applicable Certificate of Designations.

“Class G Preferred Holder” means a holder of the Class G Preferred Stock. 

“Class G Preferred Stock” means capital stock having the rights and obligations 

specified with respect to Class G Preferred Stock in the Charter and these Bylaws.

 “Code” means the United States Internal Revenue Code of 1986 and, to the 

extent applicable, any Treasury Regulations promulgated thereunder. 

“Common Holder” means a holder of Common Stock. 

“Common Stock” means common stock, par value $0.01 per share, of the Issuer. 

“Company” means GMAC Inc., a Delaware corporation. 
3

“Company Sale” means a transaction with a third Person that is not an Affiliate of 

the Company or group of third Persons that, acting in concert, do not collectively constitute 

Affiliates of the Company, pursuant to which such Person or Persons acquire, in any single 

transaction or series of related transactions, (i) all of the outstanding Equity Securities of the 

Company, (ii) all or substantially all of the assets of the Company and its Subsidiaries or 

(iii) Equity Securities of the Company authorized and issued following the Effective Date and 

possessing the power to elect or appoint a majority of the Board of Directors (or any similar 

governing body of any surviving or resulting Person). 

“Confidential Information” means, collectively, all documents and information 

that, in each case, is non-public, confidential or proprietary in nature concerning the Company 

(including commercial information and information with respect to customers, suppliers, vendors 

and proprietary technologies or processes), the Stockholders or their Affiliates that was or may in 

the future be furnished to the Company, any Stockholder or any of their respective Affiliates in 

connection with (i) the transactions leading up to and contemplated by these Bylaws and the 

Purchase Agreement, including the terms hereof and thereof, or (ii) the operation and activities 

of the Company; provided that any such information will not be Confidential Information if it is 

(A) otherwise available to the public through no wrongful action by a Stockholder or an Affiliate 

of a Stockholder or (B) otherwise in the rightful possession of a Stockholder or an Affiliate of a 

Stockholder from any third Person having, to the knowledge of such Stockholder or such 

Affiliate after reasonable inquiry, no obligation of confidentiality with respect to such 

information to the other Stockholders or the Company or any of its Subsidiaries, as applicable. 

“Control,” “Controlled” or “Controlling” means, with respect to any Person, any 

circumstance in which such Person is directly or indirectly controlled by another Person by 

virtue of the latter Person having the power to (i) elect, or cause the election of (whether by way 

of voting capital stock, by contract, trust or otherwise), the majority of the members of the Board 

of Directors or a similar governing body of the first Person, or (ii) direct (whether by way of 

voting capital stock, by contract, trust or otherwise) the affairs and policies of such Person. 

“Credit Downgrade” means a downgrade of the credit rating of any unsecured 

indebtedness of the Company or any Material Subsidiary or a negative change in the outlook of 

such credit rating of the Company or any of its Material Subsidiaries. 

 “DGCL” means the General Corporation Law of the State of Delaware, as in 

effect from time to time. 

“Effective Date” means June 30, 2009. 

“Entity” means any general partnership, limited partnership, corporation, 

association, cooperative, joint stock company, trust, limited liability company, business or 

statutory trust, joint venture, unincorporated organization or Governmental Entity. 

“Equity Incentive Plan” means the equity incentive plan adopted by Management 

Company on November 30, 2006. 

“Equity Securities” means, as applicable, (i) any capital stock, membership or 

limited liability company interests or other share capital, (ii) any securities directly or indirectly 
4

convertible into or exchangeable for any capital stock, membership or limited liability company 

interests or other share capital or containing any profit participation features, (iii) any rights or 

options directly or indirectly to subscribe for or to purchase any capital stock, membership or 

limited liability company interests, other share capital or securities containing any profit 

participation features or to subscribe for or to purchase any securities directly or indirectly 

convertible into or exchangeable for any capital stock, membership or limited liability company 

interests, other share capital or securities containing any profit participation features, (iv) any 

share appreciation rights, phantom share rights or other similar rights, or (v) any Equity 

Securities issued or issuable with respect to the securities referred to in clauses (i) through (iv) 

above in connection with a combination of shares, recapitalization, merger, consolidation, 

conversion or other reorganization. 

 “Exchange Act” means the United States Securities Exchange Act of 1934, as 

amended. 

“Federal Reserve Board” means the Board of Governors of the Federal Reserve 

System. 

“FIM” means FIM Holdings LLC, a Delaware limited liability company. 

 “Fiscal Year” means the fiscal year of the Company and shall be the same as its 

taxable year, which shall be the year ending December 31 unless otherwise required by the Code 

or, subject to Section 6.10, as otherwise determined by the Board of Directors. Each Fiscal Year 

shall commence on the day immediately following the last day of the immediately preceding 

Fiscal Year. 

“Fully Diluted Basis” means after taking into account all outstanding shares of 

Common Stock and assuming the exercise, conversion or exchange of all outstanding options, 

warrants, convertible or exchangeable securities and similar rights (“Convertible Securities”) and 

the issuance of all shares of Common Stock that the Company is obligated to issue thereunder. 

“GAAP” means accounting principles generally accepted in the United States of 

America as in effect from time to time, consistently applied and maintained throughout the 

applicable periods both as to classification or items and amounts. 

“General Motors Acceptance Corporation” means General Motors Acceptance 

Corporation, a Delaware corporation and a predecessor to the Company. 

“GM” means General Motors Corporation, a Delaware corporation, and any 

successor thereto, including by assignment of assets that include GM’s rights under the Charter 

or these Bylaws. 

“GM Holdco” means GM Finance Co. Holdings LLC, a Delaware limited liability 

company. 

 “GM Trust” means the trust established by GM Holdco on May 22, 2009, named 

GMAC Common Equity Trust I.
5

“GMAC LLC” means GMAC LLC, a Delaware limited liability company and a 

predecessor to the Company. 

“Governance Agreement” means the Amended and Restated Governance 

Agreement, dated May 21, 2009, by and among GMAC LLC, FIM, GM Holdco, and the UST, as 

amended. 

“Governmental Entity” means the United States of America or any other nation, 

any state, province or other political subdivision, any international or supra national entity, or 

any entity exercising executive, legislative, judicial, regulatory or administrative functions of 

government, including any court, in each case having jurisdiction over the Company or any of its 

Subsidiaries or any of the property or other assets of the Company or any of its Subsidiaries. 

“Indebtedness” means, for any Person at the time of any determination, without 

duplication, and without including any amounts owed by such Person to the Company or any 

wholly-owned Subsidiary of the Company, the following obligations, contingent or otherwise:

(i) all obligations for borrowed money, (ii) all obligations evidenced by notes, bonds, debentures, 

acceptances or similar instruments, or arising out of letters of credit or bankers’ acceptances 

issued for such Person’s account, (iii) all obligations, whether or not assumed, secured by any 

Lien or payable out of the proceeds or production from any property or assets now or hereafter 

owned or acquired by such Person other than a Permitted Lien, (iv) the capitalized portion of 

lease obligations under capitalized leases, (v) all obligations arising from installment purchases 

of property or representing the deferred purchase price of property or services in respect of 

which such Person is liable, contingently or otherwise, as obligor or otherwise, other than trade 

payables and other current liabilities incurred in the Ordinary Course of Business, (vi) all 

obligations of such Person upon which interest charges are customarily paid or accrued, and 

(vii) any other obligations, contingent or otherwise, of such Person that, in accordance with 

GAAP, should be classified upon the balance sheet of such Person as indebtedness, other than 

trade payables and other current liabilities incurred in the Ordinary Course of Business. 

“Independent Director” means a Director who the Board of Directors has 

affirmatively determined is “independent” with respect to the Company within the meaning of 

the rules and regulations promulgated by the SEC and the New York Stock Exchange, each as in 

effect from time to time, regardless of who appointed that Director and notwithstanding any 

other provision of the Charter, these Bylaws or the Governance Agreement; provided, that, for 

the avoidance of doubt, solely for purposes of Section (3)(b)(ii) and (iii) of the Governance 

Agreement, the term “Independent Manager” shall not be read to include any “UST Designated 

Manager” or “Treasury Designated Manager.”

“IRS” means the United States Internal Revenue Service. 

“Issuer” means the Company, any direct or indirect Subsidiary of the Company or 

any successor to the Company, or the issuer of any Equity Securities of which the Company 

distributes to the holders of capital stock of the Company or that are received or receivable by 

the holders of capital stock of the Company in connection with a transaction contemplated by 

Section 10.2.
6

 “Law” means any applicable law, statute, ordinance, rule, regulation, code, order, 

judgment, tax ruling, injunction or decree of any Governmental Entity, including any Law 

relating to the protection of the environment. 

“License Agreement” means that certain Trademark and Trade Name License 

Agreement, dated as of November 30, 2006, by and among GMAC LLC, GM and those of GM’s 

Subsidiaries from time to time party thereto. 

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or 

charge of any kind (including any conditional sale or other title retention agreement or lease in 

the nature thereof), any sale of receivables with recourse against the Company or any of its 

Subsidiaries, any filing or agreement to file a financing statement as a debtor under the Uniform 

Commercial Code or any similar statute of any jurisdiction other than to reflect ownership by a 

third Person of property leased to the Company or any of its Subsidiaries under a lease that is not 

in the nature of a conditional sale or title retention agreement. 

“LLC Act” means the Delaware Limited Liability Company Act, 6 Del. C. 

Sections 18-101 et seq. 

“LLC Agreement” means the Sixth Amended and Restated Limited Liability 

Company Operating Agreement of GMAC LLC, dated as of May 22, 2009.

“Majority Holders” means, at any time, the Common Holders holding a majority 

of the outstanding shares of Common Stock. 

“Management Company” means GMAC Management LLC, a Delaware limited 

liability company. 

“Management Holders” means the holders of units in Management Company. 

“Management Units” means the class C membership interests issued by 

Management Company in one or more series. Each series of class C membership interests issued 

by Management Company shall be consecutively numbered, commencing with the class C-1 

membership interests authorized by Management Company on November 30, 2006. 

“Material Subsidiary” means each Subsidiary listed on the Schedule of Material 

Subsidiaries and each other Subsidiary of the Company that from time to time may be designated 

as a Material Subsidiary by the Board of Directors. 

“Ordinary Course of Business” means the ordinary course of the business of the 

Company (including the Predecessors) and its Subsidiaries. 

 “Permitted Additional Stock” means (i) shares of capital stock issued and/or 

created and issued following June 30, 2009 that are junior to, or rank pari passu with, the 

Common Stock with respect to dividends or upon a sale or liquidation of the Company and in 

connection with the issuance and/or creation and issuance thereof, the voting and approval rights 

of the holders of the Common Stock are not amended, changed or terminated, or (ii) additional 

shares of Series A Preferred Stock issued and/or created and issued following June 30, 2009; 
7

provided that the liquidation preference with respect to such additional Series A Preferred Stock 

shall not exceed $3 billion in the aggregate. For the avoidance of doubt, (x) the granting of 

approval rights to any holder of Permitted Additional Stock and (y) any dilution resulting from 

the issuance of such Permitted Additional Stock each shall not be deemed a change to the voting 

and approval rights of the Common Holders hereunder, except as otherwise provided by the 

terms of the Permitted Additional Stock. 

“Permitted Liens” means: 

(i) Liens securing Indebtedness that (A) is not required to be approved 

or (B) has been approved, in either case, pursuant to the approval rights set forth herein; 

(ii) Liens with respect to taxes, assessments and other governmental 

charges or levies not yet due and payable or actively contested in good faith; 

(iii) deposits or pledges made in the Ordinary Course of Business in 

connection with, or to secure payment of, utilities or similar services, workers’ 

compensation, unemployment insurance, old age pensions or other social security, 

governmental insurance and governmental benefits, or to secure the performance of 

tenders, statutory obligations, surety and appeal bonds, bids, leases, government 

contracts, performance and return of money bonds and similar obligations; 

(iv) purchase money Liens in any property acquired by the Company or 

any of its Subsidiaries in the Ordinary Course of Business to the extent permitted by 

these Bylaws 

(v) interests or title of a licensor, licensee, lessor or sublessor under 

any license or lease permitted by these Bylaws; 

(vi) Liens in respect of property of the Company or any of its 

Subsidiaries imposed by Law which were incurred in the Ordinary Course of Business, 

such as warehousemen’s, mechanic’s, statutory landlord’s, materialmen’s, carriers’ or 

contractors’ liens or encumbrances or any similar Lien or restriction for amounts not yet 

due and payable; and 

(viii) easements, rights-of-way, restrictions and other similar charges 

and encumbrances on real property and minor defects or irregularities in the title thereof 

that do not (A) secure obligations for the payment of money or (B) materially impair the 

value of such property or its use by the Company or any of its Subsidiaries in the 

Ordinary Course of Business. 

“Person” means any individual or Entity. 

“Predecessors” mean General Motors Acceptance Corporation and GMAC LLC. 

“Project Agreements” means those certain agreements between the Company 

(including the Predecessors) and its Subsidiaries, on the one hand, and the Stockholders and their 

Affiliates, on the other hand, set forth on Exhibit A.
8

“Public Offering” means an underwritten sale to the public of the Company’s (or 

its successor’s) Equity Securities pursuant to an effective registration statement filed with the 

SEC on Form S-1 and after which the Company’s (or its successor’s) Equity Securities are listed 

on the New York Stock Exchange, NASDAQ or any other national security exchange; provided

that a Public Offering shall not include any issuance of Equity Securities in any merger or other 

business combination, and shall not include any registration of the issuance of Equity Securities 

to existing securityholders or employees of the Company and its Subsidiaries on Form S-4 or 

Form S-8. 

“Purchase Agreement” means the Purchase and Sale Agreement dated April 2, 

2006, among GM, GM Holdco, GMAC LLC and FIM. 

“Qualified Public Offering” means one or a series of Public Offerings by the 

Issuer and/or one or more securityholders of the Issuer that results in at least twenty percent 

(20%) of the issued and outstanding common stock (or equivalent Equity Securities) of the Issuer 

at the time of such determination having been sold at such time or previously through a Public 

Offering or Public Offerings.

“Rating Agencies” means, collectively, Moody’s Investors Service, Inc., 

(“Moody’s”), Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, 

Inc., (“S&P”), and Fitch Ratings, and, in each case, any successor. 

“Required Capital Amount” means the minimum amount of equity capital of the 

Company sufficient to satisfy (a) the requirements of the BHC Act, (b) the requirements of other 

applicable banking regulations, and (c) the requirements of the Federal Reserve Board. 

 “SEC” means the United States Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Executive Officers” means, collectively, the Chief Executive Officer, the 

Presidents and the Chief Financial Officer. 

“Significant Joint Venture” means each joint venture listed on the Schedule of 

Joint Ventures and each other joint venture of which the Company or any of its Subsidiaries 

holds Equity Securities and that from time to time may be designated as a Significant Joint 

Venture by the Board of Directors. 

“Stockholders” means holders of shares of capital stock of the Company. 

“Subsidiary” means, with respect to any Person, any other Person of which a 

majority of the voting interests is owned directly or indirectly by such Person. 

 “Transaction Documents” means the agreements and other documents set forth 

on Exhibit B.

“Transfer” means any sale, transfer, assignment (other than a contingent 

assignment for the benefit of creditors), exchange, or other disposition of an interest (whether 
9

with or without consideration, whether voluntarily or involuntarily or by operation of Law). The 

terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall 

have the correlative meanings. 

 “Treasury Regulations” means the regulations, including temporary regulations, 

promulgated by the United States Treasury Department under the Code. 

“UST” means The United States Department of the Treasury. 

Section 1.2 Cross-References. In addition to the terms set forth in Section 1.1, the 

following terms are defined in the text of these Bylaws in the locations specified below:

Term Cross-Reference

Agents Section 11.1

Audit Committee Section 7.13(d) 

Board of Directors Section 7.1 

Chief Executive Officer Section 7.15(c)(i) 

Chief Financial Officer Section 7.15(c)(iii) 

Compensation Committee Section 7.13(e) 

Convertible Securities Definition of “Fully Diluted Basis” 

Directors Section 7.1 

FIM Blocker Corp Section 6.12 

Fully-Diluted Majority Holders Section 10.2(a) 

Independent Auditor Section 4.5 

Moody’s Definition of “Rating Agencies” 

Officers Section 7.15(a) 

Preemptive Holder Section 10.3(a) 

Preemptive Offer Section 10.3(a) 

Preemptive Offer Period Section 10.3(a) 

Preemptive Securities Section 10.3(a) 
10

Term Cross-Reference

Preemptive Share Section 10.3(b) 

President Section 7.15(c)(ii) 

S&P Definition of “Rating Agencies” 

Sarbanes-Oxley Act Section 4.5 

Secretary Section 7.15(c)(iv)

Voting Power Section 6.7(a) 

Section 1.3 Interpretative Matters. In these Bylaws, unless otherwise specified or 

where the context otherwise requires: 

(a) the headings of particular provisions of these Bylaws are inserted for 

convenience only and will not be construed as a part of these Bylaws or serve as a limitation or 

expansion on the scope of any term or provision of these Bylaws; 

(b) words importing any gender shall include other genders; 

(c) words importing the singular only shall include the plural and vice versa; 

(d) the words “include,” “includes” or “including” shall be deemed to be 

followed by the words “without limitation”; 

(e) the words “hereof,” “herein” and “herewith” and words of similar import 

shall, unless otherwise stated, be construed to refer to these Bylaws as a whole and not to any 

particular provision of these Bylaws; 

(f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to 

Articles, Exhibits, Sections or Schedules of or to these Bylaws; 

(g) references to any Person include the heirs, executors, administrators, legal 

representatives, successors and permitted assigns of such Person where the context so permits; 

(h) the use of the words “or,” “either” and “any” shall not be exclusive; 

(i) references to “$” mean the lawful currency of the United States of 

America; 

(j) references to any agreement, contract, guideline, exhibit or schedule, 

unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as 

amended, amended and restated, replaced, substituted, modified or supplemented from time to 

time in accordance with the terms hereof and thereof; 
11

(k) references to any Law or a particular provision of any Law, unless 

otherwise stated, are to such Law and any successor Law or to such provision of Law and the 

corresponding provision in any successor Law, as applicable;

(l) references in these Bylaws to redemptions shall not be deemed to include 

actions taken upon a liquidation, winding-up or dissolution of the Company, and a reference to 

any of a dissolution, liquidation or winding-up of the Company shall refer to each such 

transaction; and 

ARTICLE II 

ORGANIZATIONAL MATTERS; GENERAL PROVISIONS

Section 2.1 Formation.

(a) The Company was converted from a limited liability company to a 

corporation under the DGCL by the filing of a certificate of conversion and the Charter with the 

Secretary of State of the State of Delaware on June 30, 2009.

(b) The rights, duties and liabilities of the Stockholders shall be as provided in 

the DGCL, except as otherwise provided in the Charter and these Bylaws. To the extent that the 

rights, powers, duties, obligations and liabilities of any Stockholders are different by reason of 

any provision of the Charter or these Bylaws than they would be in the absence of such 

provision, the Charter and these Bylaws shall, to the extent permitted by the DGCL, control. 

Section 2.2 Name; Office; Registered Agent.

(a) The name of the Company is set forth in the Charter. The Board of 

Directors may change the name of the Company at any time and from time to time by complying 

with the terms of the DGCL regarding amendments to the Charter. Prompt notification of any 

such change shall be given to all Directors. The Company may conduct business under its name, 

the name “GMAC” pursuant to the License Agreement, or, subject to the terms of the License 

Agreement, one or more assumed names approved by the Board of Directors from time to time. 

The Company shall continue to use the trade name and trademark “GMAC” in connection with 

GM-directed automotive consumer and dealer finance incentive, and other promotional programs 

involving GM products for which GM compensates GMAC, except as provided for in the 

License Agreement or as otherwise may be agreed by the Company and GM. Except as 

provided for in the License Agreement, the Company may not use any names, trade names, 

service marks or logos of any Stockholder or any of its Affiliates without the prior written 

consent of such Stockholder or Affiliate. 

(b) The Company’s principal office shall be located at 200 Renaissance 

Center, Detroit, Michigan 48265-2000, or such other location in the United States of America as 

the Board of Directors shall designate from time to time in the manner provided by Law, which 

need not be in the State of Delaware, and the Company shall maintain records at such place. The 

Company may maintain offices at such other place or places as the Board of Directors deems 

advisable. Prompt notice of any change in the principal office shall be given to all Stockholders.

The Company’s initial registered agent in the State of Delaware for the service of process is as 

identified in the Charter filed with the Secretary of State of the State of Delaware. The Board of 
12

Directors may from time to time change the registered agent, and any such change shall be 

reflected in appropriate filings with the Secretary of State of the State of Delaware. 

Section 2.3 Purposes; Powers.

(a) The nature of the business or purposes to be conducted or promoted by the 

Company is to engage in any lawful act or activity for which corporations may be organized 

under the DGCL. The Company may engage in any and all activities necessary, desirable or 

incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the 

contrary, nothing set forth herein shall be construed as authorizing the Company to possess any 

purpose or power, or to do any act or thing, forbidden by Law to a corporation organized under 

the Laws of the State of Delaware. 

(b) Subject to the provisions of these Bylaws and except as prohibited by 

Law, (i) the Company may, with the approval of the Board of Directors, enter into, deliver and 

perform any and all agreements, consents, deeds, contracts, proxies, covenants, bonds, checks, 

drafts, bills of exchange, notes, acceptances and endorsements, and all evidences of indebtedness 

and other documents, instruments or writings of any nature whatsoever, all without any further 

act, vote or approval of any Stockholder, and (ii) the Board of Directors may, pursuant to Section 

7.14, authorize (including by general delegated authority) any Person (including any 

Stockholder, Director or Officer) to enter into, deliver and perform on behalf of the Company 

any and all agreements, consents, deeds, contracts, proxies, covenants, bonds, checks, drafts, 

bills of exchange, notes, acceptances and endorsements, and all evidences of indebtedness and 

other documents, instruments or writings of any nature whatsoever. 

(c) Subject to the other provisions of the Charter and these Bylaws, the 

Company shall do all things necessary to maintain its existence separate and apart from each 

Stockholder and any Affiliate of any Stockholder, including holding regular meetings of the 

Board of Directors and maintaining its books and records on a current basis separate from that of 

any Affiliate of the Company or any other Person. 

Section 2.4 Duration. The period of the Company’s duration commenced on the 

commencement of the existence of General Motors Acceptance Corporation and shall continue 

in full force and effect in perpetuity; provided that the Company may be dissolved and wound up 

in accordance with the provisions of the Charter, these Bylaws and the DGCL. 

Section 2.5 Filings; Qualification in Other Jurisdictions. The Company shall 

prepare, following the date of these Bylaws, any documents required to be filed or, in the Board 

of Directors’ view, appropriate for filing under the DGCL, and the Company shall cause each 

such document to be filed in accordance with the DGCL, and, to the extent required by Law, to 

be filed and recorded, and/or notice thereof to be published, in the appropriate place in each 

jurisdiction in which the Company may have established, or after the Effective Date may 

establish, a place of business. The Board of Directors may cause the Company to be qualified, 

formed or registered under assumed or fictitious name statutes or similar Laws in any jurisdiction 

in which the Company transacts business where the Company is not currently so qualified, 

formed or registered. Any Director or Officer, acting individually as an authorized person within 

the meaning of the DGCL, shall execute, deliver and file any such documents (and any 
13

amendments and/or restatements thereof) necessary for the Company to accomplish the 

foregoing. The Board of Directors may appoint any other authorized persons to execute, deliver 

and file any such documents. 

ARTICLE III 

CAPITALIZATION; CAPITAL STOCK

Section 3.1 Capital Stock; Capitalization.

(a) The Company shall have six authorized series of capital stock, consisting 

of 2,021,384 shares of Common Stock, which shall have equal rights and preferences in the 

assets of the Company, 8,330 shares of Class C Preferred Stock, which may be issued in one or 

more series and which shall be issued in the same amount and same class as the Management 

Units issued by Management Company, 4,021,764 shares of Class A Preferred Stock, 2,576,601 

shares of Class E Preferred Stock, 228,750,000 shares of Class F-2 Preferred Stock, and 

2,576,601 shares of Class G Preferred Stock. A share of capital stock shall for all purposes be 

personal property. For purposes of these Bylaws, except for the Class E Preferred Stock held by 

Blocker Sub and the Class C Preferred Stock held by Management Company, shares of capital 

stock held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The 

Company may issue fractional shares pursuant to the terms of these Bylaws, and all shares of 

capital stock shall be rounded to the fourth decimal place. 

(b) Upon the Effective Date, the Stock Register of the Company shall be in 

the form attached to these Bylaws. Following the Effective Date, the Company shall update the 

Stock Register to reflect any changes in the Stockholders and the capital stock held by the 

Stockholders in accordance with the terms of these Bylaws. 

Section 3.2 Authorization and Issuance of Additional Capital Stock.

(a) The Board of Directors shall have the right to cause the Company to issue 

and/or create and issue at any time after the Effective Date, and for such amount and form of 

consideration as the Board of Directors may determine, subject to the provisions of Section 6.10,

Section 10.3, and Section 12.1, (i) Permitted Additional Stock and (ii) (A) other additional 

capital stock (of existing classes or new classes) or other Equity Securities of the Company 

(including creating additional classes or series thereof having such powers, designations, 

preferences and rights as may be determined by the Board of Directors) and (B) shares of Class 

C Preferred Stock; provided, however, that, without the prior written consent of the Majority 

Holders, the Board of Directors shall not have the right to cause the Company to issue or create 

more shares of capital stock than are authorized by the Charter. For the avoidance of doubt, the 

Majority Holders shall be deemed to have given such consent to the issuance of the Common 

Stock issuable to the Class F-2 Preferred Holder pursuant to the conversion of the Class F-2 

Preferred Stock into Common Stock. In connection with the foregoing, subject to Section 6.10,

the Board of Directors shall have the power to make such amendments to these Bylaws in order 

to provide for such Permitted Additional Stock, additional shares of Series A Preferred Stock or 

additional series of Class C Preferred Stock (provided, that the aggregate number of shares of 

Class C Preferred Stock shall not exceed 6,970) or, subject to Section 6.10(a)(i), other additional 

shares of capital stock, and such powers, designations and preferences and rights as the Board of 
14

Directors in its discretion deems necessary or appropriate to give effect to such additional 

authorization or issuance; provided that any such amendment shall not reasonably be expected to 

have a material adverse effect on any Stockholder, in its capacity as such, that would be borne 

disproportionately by such Stockholder relative to other Stockholders having comparable rights 

under the Charter or these Bylaws with respect to the capital stock held by such Stockholder and 

other Stockholders prior to such amendment (unless such Stockholder or Stockholders consent in 

writing thereto); provided further that any such amendment shall not have the effect of treating 

any Stockholder’s right to receive dividends pursuant to Article V or distributions pursuant to 

Article IX differently with respect to such dividends or distributions than other Stockholders that 

are entitled to receive dividends pursuant to the same provision of Article V or distributions 

pursuant to the same provision of Article IX with respect to the capital stock held by such 

Stockholder and other Stockholders prior to such amendment, whether or not of the same class of 

capital stock (unless the holders of a majority of the stock so differently treated consent in 

writing thereto). 

Section 3.3 Certification of Stock. Shares of capital stock shall be issued in 

non-certificated form; provided that the Board of Directors may cause the Company to issue 

certificates to a Stockholder representing the shares of capital stock held by such Stockholder. If 

any stock certificate is issued, then such certificate shall bear a legend substantially in the 

following form: 

This certificate evidences a [Insert specific title of 

class of stock] representing an interest in GMAC 

Inc.

The shares of capital stock in GMAC Inc. 

represented by this certificate are subject to 

restrictions on transfer set forth in the Bylaws of 

GMAC Inc., dated as of June 30, 2009, as the same 

may be amended from time to time. 

The shares of capital stock in GMAC Inc. 

represented by this certificate have not been 

registered under the United States Securities Act of 

1933, as amended, or under any other applicable 

securities laws. Such shares of stock may not be 

sold, assigned, pledged or otherwise disposed of at 

any time without effective registration under such 

Act and laws or, in each case, exemption therefrom. 

ARTICLE IV 

STOCK REGISTER; BOOKS AND RECORDS; AFFIRMATIVE COVENANTS

Section 4.1 Stock Register. The Company shall maintain and keep at its principal 

office the Stock Register on which it shall set forth the name and notice address of each 

Stockholder (and, upon notice of any Transfer by any Stockholder of any shares of capital stock 
15

in accordance with Article VIII, each Transferee) and the aggregate number of shares of capital 

stock of each class held by such Stockholder.

Section 4.2 Books and Records; Other Documents.

(a) The Company shall keep, or cause to be kept, (i) complete and accurate 

books and records of account of the Company, (ii) minutes of the proceedings of meetings of the 

Common Holders, any class of Stockholders, the Board of Directors and any committee of the 

Board of Directors (including the Compensation Committee), and (iii) a current list of the 

Directors and Officers and their notice addresses. Any of the foregoing books, minutes or 

records may be in written form or in any other form capable of being accurately and completely 

converted into written form within a reasonable time. The books of the Company shall be kept 

on the accrual basis of accounting, and otherwise in accordance with GAAP, and shall at all 

times be maintained or made available at the principal office of the Company. The Company 

shall, and shall cause its Subsidiaries to, (A) make and keep financial records in reasonable detail 

that accurately and fairly reflect all financial transactions and dispositions of the assets of the 

Company and its Subsidiaries and (B) maintain a system of internal accounting controls 

sufficient to provide reasonable assurances that (1) transactions are executed in accordance with 

authorization by the Person in charge and are recorded so as to provide proper financial 

statements and maintain accountability for assets and (2) safeguards are established to prevent 

unauthorized persons from having access to the assets, including the performance of periodic 

physical inventories. 

(b) At all times the Company shall maintain at its principal office a current list 

of the name and notice address of each Stockholder, a copy of the Charter, including any 

amendments thereto, copies of these Bylaws and all amendments hereto, and all other records 

required to be maintained pursuant to the DGCL. 

(c) The Company also shall maintain at all times, at its principal office, copies 

of the Company’s federal, state, local and foreign income tax returns and reports, if any, and all 

financial statements of the Company for all years ending after November 30, 2006; provided,

however, the Company shall not be required to maintain copies of income tax returns and 

reports, if any, and any financial statements of the Company for any year which each member of 

GMAC LLC has notified Company in writing that such member’s tax year has been closed. 

Section 4.3 Reports and Audits.

(a) Each Stockholder shall, to the extent that they have such right under 

Section 220 of the General Corporation Law of the State of Delaware, have the right, at all 

reasonable times and upon reasonable notice during normal business hours, and at its own 

expense, so long as such access does not unreasonably interfere with the normal operation of the 

Company, to examine and make copies of or extracts from the books of account of the Company 

or any other Company record for any purpose reasonably related to such Stockholder’s interest 

as a Stockholder of the Company, including to satisfy any reporting obligations of such 

Stockholder under the Exchange Act, and for federal, state, local or foreign income or franchise 

tax purposes, provided that the Company shall not be obligated to provide access to any 

information that is privileged or that is subject to restrictions of Law on such access. 
16

(b) If (i) GM or any of its Affiliates is required by Law or GAAP to 

consolidate the financial results of the Company into GM’s or such Affiliate’s financial 

statements or to file or furnish the Company’s financial statements with or to the SEC and (ii) the 

Company has failed for any reason to receive an unqualified audit opinion from a “Big Four” 

accounting firm, then GM shall have the right, at all reasonable times and upon reasonable notice 

during normal business hours and at its own expense, so long as such access does not 

unreasonably interfere with the normal operation of the Company, to conduct an audit of the 

accounting, financial, disclosure and internal controls of the Company and its Subsidiaries. Such 

audit right may be exercised through any designated agent or employee of GM, or its respective 

Affiliates. The parties agree that such audit is not intended to duplicate in its entirety the audit 

conducted by the Independent Auditor. GM shall bear all of its costs and expenses related to 

such review or audit (including all audit fees of the auditor employed by GM) and the Company 

shall bear all of its costs and expenses related to cooperating with such review or audit. 

Any information provided to any Stockholder pursuant to this Section 4.3 shall be subject to the 

provisions of Article XI.

Section 4.4 Financial Statements and Other Information.

(a) Notwithstanding that the Company may not be subject to the reporting 

requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC 

such annual, quarterly, current and other reports as are specified in Sections 13 and 15(d) of the 

Exchange Act and applicable to a U.S. corporation subject to such sections, including (i) all 

quarterly and annual financial information that would be required to be contained in a filing with 

the SEC on Forms 10-Q and 10-K if the Company were required to file such forms and (ii) all 

current reports that would be required to be filed with the SEC on Form 8-K if the Company 

were required to file such reports. All such reports shall be filed at or prior to the times specified 

for the filings of such reports under the Exchange Act and shall contain all the information, audit 

reports and exhibits required for such reports under the Exchange Act. Notwithstanding the 

foregoing, if the SEC will not accept the filing such reports from the Company, then the 

Company shall provide such reports directly to each Stockholder. 

(b) The Stockholders shall be supplied with all other Company information 

reasonably necessary to enable each Stockholder to prepare its federal, state, local and foreign 

income tax returns. Such information shall be prepared by the Company, and the Company shall 

use its reasonable best efforts to deliver such information to each Stockholder with reasonable 

promptness in light of the timing applicable to the purpose for which such information is to be 

used by such Stockholder. 

(c) All determinations, valuations and other matters of judgment required to 

be made for ordinary course accounting purposes and in respect of tax accounting policies under 

the Charter or these Bylaws shall be made by the Board of Directors (subject, as applicable, to 

Section 6.10) and shall be conclusive and binding on all Stockholders, their Successors in 

Interest and any other Person, and to the fullest extent permitted by Law or as otherwise 

provided in these Bylaws, no such Person shall have the right to an accounting or an appraisal of 

the assets of the Company or any successor thereto. 
17

(d) The Company shall provide to GM such quarterly, annual and other 

information reasonably required by GM so as to enable GM and each of its Affiliates to comply 

with all Law and GAAP requirements applicable to it, including any requirement to consolidate 

the financial results of the Company into GM’s or such Affiliate’s financial statements, to file or 

furnish the Company’s financial statements with or to the SEC, and to include information 

regarding the Company in GM’s Exchange Act reports. The Company shall provide such 

information to GM promptly following GM’s request and, so long as GM has made such request 

reasonably in advance of the applicable Law or GAAP deadline, within a sufficient period of 

time so as to enable GM or such Affiliate to comply with such Law or GAAP deadline. The 

Company acknowledges that GM is an “accelerated filer” under the Exchange Act and, as such, 

the Company will be required to provide quarterly and annual financial information to GM for 

the purposes of GM’s Exchange Act reports earlier than the Company would otherwise be 

required to produce such information in connection with the Company’s own Exchange Act 

reports.

(e) Subject to applicable law and stock exchange regulations, with respect to 

the GM Trust, for so long as the GM Trust holds at least 2.5% of the then-outstanding Common 

Stock, and provided that such trust shall have executed a customary confidentiality agreement 

with respect to the use and treatment of confidential information and further provided that the 

Company shall be permitted to exclude such trust from receiving certain information if, based on 

the advice of counsel, such exclusion is necessary to preserve the attorney-client privilege of the 

Company, provided that to the extent practicable the Company shall provide such non-voting 

observer advance written notice of any such exclusion: 

(i) The GM Trust shall receive copies of all written materials and 

other information given to Directors in connection with all meetings of the Board 

(including minutes of meetings) at substantially the same time such materials and 

information are given to Directors; 

(ii) Senior management of the Company (including at least two of the 

Chief Executive Officer, Chief Financial Offer and Chief Risk Officer, and such 

others as are necessary) shall meet on at least a quarterly basis with the trustee of 

the GM Trust to discuss the Company, its operations, its financial results and its 

forward looking plans and projections and such other information as such trustees 

may reasonably request related thereto; 

(iii) The Company shall also make available to the trustee of the GM 

Trust the Company’s auditors on an annual basis and as reasonably requested in 

connection with any sale of the Company’s securities or in connection with the 

occurrence of other material events involving the Company, with reasonable 

notice to discuss issues relevant to the trustee. The Company will invite the 

trustee of the GM Trust to attend the orientation session for new Directors, it 

being understood and agreed that the trustee may attend other similar sessions or 

events upon invitation. 

(iv) Senior management of the Company shall use their reasonable best 

efforts to otherwise respond to reasonable questions and phone calls of the trustee 
18

of the GM Trust and support their information requirements in effecting the 

trustee’s responsibilities under the trust agreement; and 

(v) To the extent that the GM Trust is not otherwise informed through 

its receipt of materials distributed to observers to the Board of Directors, the 

Company shall use its reasonable best efforts to inform such trust of material 

events involving the Company a reasonable period prior (to the extent practicable) 

to the occurrence thereof, including any public offering of the Company’s 

securities and material mergers and acquisitions and corporate finance activity 

involving the Company. 

All information provided to the GM Trust pursuant to this Section 4.4 shall remain subject to 

Article XI.

Section 4.5 Independent Auditor. The Company and its Subsidiaries at all times 

shall engage a Person to audit its financial statements (the “Independent Auditor”) that (a) is an 

independent public accounting firm within the meaning of the American Institute of Certified 

Public Accountants’ Code of Professional Conduct (American Institute of Certified Public 

Accountants, Professional Standards, vol. 2, et sec. 101), (b) is a registered public accounting 

firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley 

Act”)), and (c) if the Company were an “issuer” (as defined in the Sarbanes-Oxley Act), would 

not be in violation of the auditor independence requirements of the Sarbanes-Oxley Act by 

reason of its acting as the auditor of the Company and its Subsidiaries. Subject to Section 6.10,

the Independent Auditor shall be appointed by the Board of Directors and shall be a nationally 

recognized certified public accounting firm. The Company shall engage the Independent 

Auditor from time to time to conduct such review and testing as from time to time may be 

necessary or reasonably required under the Sarbanes-Oxley Act and to issue to the Company its 

written opinions and recommendations with respect thereto. 

Section 4.6 Company Policies. On December 18, 2006, the Board of Managers of 

GMAC LLC (a) reconfirmed the policies, standards and procedures relating to the Company and 

its Subsidiaries set forth on Exhibit C and (b) adopted or reconfirmed, as applicable, the 

environmental guidelines set forth on Exhibit D. It is the intent of the Company and its 

Subsidiaries to operate in compliance with all Laws. 
19

ARTICLE V 

DIVIDENDS

Section 5.1 Dividends.

(a) Subject to the DGCL, dividends shall be paid to each class of preferred 

stock as set forth in the respective certificate of designations and to the Common Stock when, as, 

and if declared by the Board of Directors, in accordance with these Bylaws and the Charter. 

Dividends shall be paid in cash, except as may otherwise be allowed pursuant to Section 5.2.

(b) Notwithstanding the other provisions of the Charter or these Bylaws, in 

the event that any dividend (or portion thereof) that is required to be paid pursuant to the Charter 

or these Bylaws would, based on a good faith determination of the Board of Directors, result in a 

reduction of the equity capital of the Company below the Required Capital Amount, then such 

dividend (or such portion) shall not be paid unless it has been approved in writing by at least a 

majority of the Board of Directors.

Section 5.2 Non-Cash Dividends. With the consent of the Majority Holders 

(including at least two Common Holders), and in each case subject to the DGCL, the Company 

shall be permitted to distribute property consisting of assets other than cash to the Common 

Holders; provided that all Common Holders receive the same type of asset; and provided further 

that no such consent shall be required in connection with any distribution in-kind pursuant to 

Section 9.2.

Section 5.3 No Set-Off. The Company shall pay all dividends without regard to any 

claims that the Company or any Subsidiary of the Company or any Stockholder may have 

against any other Stockholder or any Affiliate of a Stockholder 

ARTICLE VI 

RIGHTS AND DUTIES OF STOCKHOLDERS

Section 6.1 Stockholders. The Stockholders of the Company, and their respective 

class and number of shares of capital stock, are listed on the Stock Register. No Person may be a 

Stockholder without the ownership of a share of capital stock. The Stockholders shall have only 

such rights and powers as are granted to them pursuant to the express terms of the Charter, these 

Bylaws and the DGCL. Except as otherwise expressly provided in the Charter or these Bylaws, 

no Stockholder, in such capacity, shall have any authority to bind, to act for, to sign for or to 

assume any obligation or responsibility on behalf of, any other Stockholder or the Company. 

Section 6.2 No Management or Dissent Rights. Except as set forth in the Charter or 

these Bylaws or otherwise required by the DGCL, the Stockholders shall not have any right to 

take part in the management or operation of the Company other than through the Directors 

elected by the Stockholders to the Board of Directors. No Stockholder shall, without the prior 

written approval of the Board of Directors, take any action on behalf of or in the name of the 

Company, or enter into any commitment or obligation binding upon the Company, except for 

actions expressly authorized by the terms of the Charter or these Bylaws. Except as required by 
20

the DGCL, Stockholders shall not be entitled to any rights to dissent or seek appraisal with 

respect to any transaction, including the merger or consolidation of the Company with any 

Person.

Section 6.3 No Stockholder Fiduciary Duties.

(a) No Stockholder shall, to the maximum extent permitted by the DGCL and 

other applicable Law, owe any duties (including fiduciary duties) as a Stockholder to the other 

Stockholders or the Company, notwithstanding anything to the contrary existing at law, in equity 

or otherwise; provided, however, that each Stockholder shall have the duty to act in accordance 

with the implied contractual covenant of good faith and fair dealing. 

(b) Except as otherwise expressly provided in the Charter or these Bylaws or 

any contractual arrangements between the Company and one or more Stockholders, any 

Stockholder may engage in or possess any interest in another business or venture of any nature 

and description, independently or with others, whether or not such business or venture is 

competitive with the Company or any of its Subsidiaries, and neither the Company nor any other 

Stockholder shall have any rights in or to any such independent business or venture or the 

income or profits derived therefrom, and the doctrine of corporate opportunity or any analogous 

doctrine shall not apply to the Stockholders and the members, shareholders, partners and 

Affiliates thereof. The pursuit of any such business or venture shall not be deemed wrongful, 

improper or a breach of any duty hereunder, at law, in equity or otherwise. Any Stockholder and 

the members, shareholders, partners and Affiliates thereof shall be able to transact business or 

enter into agreements with the Company to the fullest extent permissible under the DGCL, 

subject to the terms and conditions of the Charter and these Bylaws. 

(c) Except as otherwise expressly provided in the Charter or these Bylaws or 

any contractual arrangements between the Company and one or more Stockholders, if a 

Stockholder acquires knowledge, other than solely from or through the Company, of a potential 

transaction or matter that may be a business opportunity for both such Stockholder and the 

Company or another Stockholder, such Stockholder shall have no duty to communicate or offer 

such business opportunity to the Company or any other Stockholder and shall not be liable to the 

Company or the other Stockholders for breach of any duty (including fiduciary duties) as a 

Stockholder by reason of the fact that such Stockholder pursues or acquires such business 

opportunity for itself, directs such opportunity to another Person, or does not communicate 

information regarding such opportunity to the Company. 

(d) The provisions of the Charter and these Bylaws, to the extent that they 

restrict or eliminate the duties (including fiduciary duties) and liabilities of a Stockholder 

otherwise existing at law or in equity, are agreed by the Stockholders to replace such duties and 

liabilities of such Stockholder. 

Section 6.4 Meetings of the Common Holders.

(a) An annual meeting of the Common Holders shall be held in Detroit, 

Michigan, New York, New York or at such other place, within or without the State of Delaware, 

as shall from time to time be determined by the Board of Directors, but in no event later than 
21

April 30 of each year. Prior to each annual meeting, the Secretary shall circulate an agenda for 

such meeting, which agenda shall include a discussion of the financial reports of the Company 

most recently filed with the SEC (or delivered to the Stockholders, as applicable) pursuant to 

Section 4.4(a), such other matters relating to the Company as any Common Holder holding in 

excess of thirty three percent (33%) of the Voting Power shall request to be included in such 

agenda and such other matters relating to the Company as the representatives of the Common 

Holders attending such meeting shall elect to discuss. Any Common Holder(s) holding in excess 

of thirty three percent (33%) of the Voting Power individually or in the aggregate may request 

that the Directors or Officers of the Company participate in such annual meeting or make 

presentations regarding such matters relating to the Company as such Common Holder(s) shall 

reasonably request; provided that such participation does not unreasonably interfere with the 

normal performance of their duties. 

(b) A special meeting of the Common Holders for any purpose or purposes 

specified by the person calling the meeting may be called at any time by (i) the Board of 

Directors, (ii) the Chief Executive Officer, or (iii) any Common Holder(s) holding in excess of 

thirty three percent (33%) of the Voting Power individually or in the aggregate. At a special 

meeting, no business shall be transacted and no action shall be taken other than that stated in the 

notice for such meeting. 

(c) Each Common Holder shall have the right to attend any such meeting. 

Any Common Holder who is not a natural person shall designate one individual to act as such 

Common Holder’s legal representative for purposes of voting at such meeting. 

Section 6.5 Notice of Meetings. Written notice stating the place, day and time of 

every meeting of the Common Holders and, in case of a special meeting, the purpose or purposes 

for which the meeting is called, shall be mailed (a) with respect to any annual meeting, not less 

than ten nor more than sixty calendar days before the date of the meeting (or if sent by facsimile, 

not less than five Business Days before the date of the meeting) or (b) with respect to any special 

meeting, not less than five nor more than thirty calendar days before the date of the meeting (or 

if sent by facsimile, not less than three Business Days before the date of the meeting), in either 

case to each Common Holder entitled to vote at such meeting, at its notice address maintained in 

the records of the Company by the Secretary. Such further notice shall be given as may be 

required by Law, but meetings may be held without notice if all the Common Holders entitled to 

vote at the meeting are present in person or by telephone or represented by proxy or if notice is 

waived in writing by those not present, either before or after the meeting. 

Section 6.6 Quorum. Any number of Common Holders holding at least a majority of 

the shares of Common Stock entitled to vote with respect to the business to be transacted and 

who shall be present in person or by telephone or represented by proxy at any meeting duly 

called shall constitute a quorum for the transaction of business. If such quorum is not present 

within sixty minutes after the time appointed for such meeting, such meeting shall be adjourned 

and the Board of Directors shall reschedule the meeting no fewer than three nor more than ten 

Business Days thereafter. If such meeting is rescheduled two consecutive times, then those 

Common Holders who are present or represented by proxy at the second such rescheduled 

meeting shall constitute a valid quorum for all purposes hereunder; provided that written notice 
22

of any rescheduled meetings shall have been delivered to all Common Holders at least three 

Business Day prior to the date of each rescheduled meeting. 

Section 6.7 Voting.

(a) Except as otherwise provided by Law, the Charter or these Bylaws, Common 

Holders holding shares of Common Stock shall vote together as a single class. Each Common 

Holder shall be entitled to one vote for each share of Common Stock held by such Common 

Holder, in connection with the election of Directors and on all matters to be voted upon by the 

Stockholders (without prejudice to any consent rights that the holders of any class or portion of 

any particular class of capital stock have expressly been granted under these Bylaws or the 

Charter). The percentage of the total votes entitled to be cast by any Common Holder or group 

of Common Holders with respect to such Common Holder’s or group of Common Holders’ 

Common Stock, calculated pursuant to this Section 6.7, is herein referred to as the “Voting 

Power” of such Common Holder or Common Holders. 

(b) At any meeting of the Common Holders, each Common Holder entitled to 

vote on any matter coming before the meeting shall, as to such matter, have a vote, in person, by 

telephone or by proxy, equal to the Voting Power of the number of shares of Common Stock 

held in its name on the relevant record date established pursuant to Section 6.9.

(c) Except as otherwise specified herein, when a quorum is present, the 

affirmative vote of the holders of a majority of the Voting Power of the capital stock present in 

person or represented by proxy at a duly called meeting and entitled to vote on the subject matter 

shall be the act of the Common Holders, unless the question is one upon which by express 

provisions of Law or the Charter or these Bylaws a different vote is required, in which case such 

express provision shall govern and control the decision of such question. Where a separate vote 

by any class of capital stock is required, the affirmative vote of the holders holding at least a 

majority of the Voting Power of the capital stock of such class present in person or represented 

by proxy at the meeting of such class shall be the act of such class, unless the question is one 

upon which by express provisions of Law or the Charter or these Bylaws a different vote is 

required, in which case such express provision shall govern and control the decision of such 

question.

(d) Each Stockholder entitled to vote at a meeting of Common Holders or any 

class of Stockholders or to express consent or dissent to any action in writing without a meeting 

may authorize another person or persons to act for him or her by proxy, but no such proxy shall 

be voted or acted upon after three years from its date, unless the proxy provides for a longer 

period. At each meeting of Common Holders or any class of Stockholders, and before any 

voting commences, all proxies filed at or before the meeting shall be submitted to and examined 

by the Secretary or a person designated by the Secretary, and no shares of capital stock may be 

represented or voted under a proxy that have been found to be invalid or irregular. 

Section 6.8 Action Without a Meeting; Telephonic Meetings.

(a) Any action required to be taken at any annual or special meeting of, or by 

any vote of, Common Holders or of any class of Stockholders, or any action or vote that may be 
23

taken at any annual or special meeting of such Common Holders or class of Stockholders, may 

be taken without a meeting, without prior notice and without a vote, if a consent or consents in 

writing, setting forth the action so taken and bearing the dates of signature of the Stockholders 

who signed the consent or consents, shall be signed by Stockholders holding (i) in the case of 

any action required to be taken at any annual or special meeting, or by vote, of the Common 

Holders, not less than a majority of the Voting Power of the outstanding Common Stock (or, 

with respect to the taking of any action that would require a higher percentage of Common 

Holders to approve hereunder, such higher percentage of the outstanding Common Stock), or (ii) 

in the case of any action required to be taken at any meeting of the Stockholders holding a 

particular class of capital stock, not less than a majority of the shares of capital stock of such 

class, as applicable. Any such consent or consents shall be delivered to the Company by delivery 

to the Company’s principal place of business, or an Officer or agent of the Company having 

custody of the book or books in which proceedings of meetings of the Stockholders are recorded. 

If action is so taken without a meeting by less than unanimous written consent of the Common 

Holders or of any class of Stockholders, a copy of such written consent shall be delivered 

promptly to all Common Holders or all Stockholders of such class who have not consented in 

writing. Any action taken pursuant to such written consent or consents of the Common Holders 

or any class of Stockholders shall have the same force and effect as if taken by the Stockholders 

at a meeting of the Common Holders or the Stockholders of such class. 

(b) Common Holders may participate in meetings of the Common Holders, and 

Stockholders of any class may participate in meetings of such class of Stockholders, by means 

of conference telephone or similar communications equipment by means of which all Persons 

participating in the meeting can hear each other. Participation in a telephonic meeting pursuant 

to this Section 6.8(b) shall constitute presence at such meeting and shall constitute a waiver of 

any deficiency of notice. 

Section 6.9 Record Date. For the purpose of determining the Stockholders entitled to 

notice of or to vote at any meeting of Common Holders or any class of Stockholders or any 

adjournment thereof, or entitled to receive a payment of any kind, or in order to make a 

determination of Stockholders for any other proper purpose, the Board of Directors may fix in 

advance a date as the record date for any such determination of Stockholders, such date in any 

case to be not more than seventy calendar days prior to the date on which the particular meeting 

or action requiring such determination of Common Holders is to be held or taken. If no record 

date is fixed by the Board of Directors, the date on which notices of the meetings are mailed or 

the date on which the resolution of the Board of Directors declaring such dividend is adopted, as 

the case may be, shall be the record date. When a determination of the Common Holders has 

been made as provided in this Section 6.9, such determination shall apply to any adjournment 

thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is 

adjourned to a date more than one hundred twenty calendar days after the date originally fixed. 

Section 6.10 Certain Matters Requiring Approval of the Majority Holders 

(including at Least Two Common Holders).

(a) Notwithstanding any other provision of these Bylaws, the Company and 

the Board of Directors shall not, and shall take all action possible to ensure that each Subsidiary 
24

of the Company shall not, engage in any of the following transactions without the prior approval 

of the Majority Holders (including at least two Common Holders): 

(i) any amendment to the organizational documents of (A) the 

Company, including the Charter and these Bylaws, or (B) any of the Material 

Subsidiaries if, in either case, such amendment could reasonably be expected to 

significantly and adversely impact any Stockholder (including any Stockholder’s 

rights under these Bylaws), the Company or such Material Subsidiary, other than 

any amendment, but only to the extent necessary, to implement the issuance of (i) 

Permitted Additional Stock, or (ii) additional series of Class C Preferred Stock; 

(ii) the redemption, purchase or other acquisition, directly or 

indirectly, of any capital stock or other Equity Securities of the Company, other 

than (A) those shares of capital stock or other Equity Securities of the Company 

held by any current or former officer, manager, director, consultant or employee 

of the Company or any of its Subsidiaries or, to the extent applicable, their 

respective estates, spouses, former spouses or family members, in each case 

pursuant to any equity subscription agreement, option agreement, members’ 

agreement or similar agreement or benefit of any kind, (B) redemptions, 

purchases or other acquisitions that are made pro rata among the Stockholders 

holding a particular class of capital stock or other Equity Securities, in each case, 

to the extent that (1) no Rating Agency has communicated to the Company, after 

inquiry, that such proposed redemption, purchase or other acquisition is 

reasonably likely to result in a Credit Downgrade or (2) such proposed 

redemption, purchase or other acquisition will not result in a reduction of the 

equity capital of the Company (as determined by the Board of Directors) below 

the Required Capital Amount, unless approved by a majority of the Independent 

Directors and (C) redemptions, purchases or other acquisitions of shares of Class 

C Preferred Stock held by Management Company pursuant to the Charter; 

(iii) the payment or other issuance of any dividend on any class 

of capital stock that is not pro rata among all holders of such class of capital 

stock;

(iv) (a) the declaration of a Bankruptcy (or acquiescence with 

respect thereto), of the Company or any Material Subsidiary, or the dissolution, 

liquidation, recapitalization or reorganization in any form of transaction, of the 

Company; 

(b) any dissolution, liquidation, recapitalization or reorganization in any 

form of transaction of any of the Company’s Material Subsidiaries that could 

reasonably be expected to significantly and adversely impact any Stockholder 

either directly or indirectly (including any Stockholder’s rights under these 

Bylaws);

(v) authorize or issue any debt securities or any Equity 

Securities of the Company that (A) rank senior to the Common Stock with respect 
25

to dividends or upon a sale or liquidation of the Company and (B) in the case of 

any such debt securities, are accorded the same equity treatment by the Ratings 

Agencies as the Common Stock at the time of the authorization or issuance 

thereof, provided, however, that any such authorization or issuance required by an 

order of the Federal Reserve Board shall not require such approval; 

(vi) any transaction that results in a Company Sale; 

(vii) any merger or consolidation involving the Company or any 

Subsidiary that requires the approval of the holders of common stock of the 

Company under the DGCL; 

(viii) any change of the Independent Auditor, unless such 

replacement Independent Auditor is a “Big Four” accounting firm; 

(ix) any change in the Company’s Fiscal Year; and 

(x) the taking of any other act, or the consummation of any 

other transaction, involving the Company or any Subsidiary, that (A) requires the 

approval of the holders of common stock of the Company under the DGCL or (B) 

the taking of such act or the consummation of such transaction by a corporation 

with its common stock listed on the New York Stock Exchange would require the 

approval of the holders of common stock of such corporation under the rules of 

the New York Stock Exchange. 

(b) The Stockholders hereby acknowledge and agree that the determination of 

the Common Holders as to whether to consent to any of the actions described in this Section 

6.10, shall be entitled to be made in the sole discretion of the Common Holders, acting in their 

own best interests. 

(c) Notwithstanding any other provision of these Bylaws, the Company and 

the Board of Directors shall not, and shall take all action possible to ensure that each Subsidiary 

of the Company shall not, engage in any of the following transactions without the prior approval 

of the Majority Holders (including at least two Common Holders) and at least a majority of the 

Independent Directors:

(i) the declaration of a Bankruptcy (or acquiescence with respect thereto), 

dissolution (to the fullest extent permitted by Law), liquidation, recapitalization or 

reorganization in any form of transaction, in each case of the Company or any of its 

Material Subsidiaries; 

(ii) the entering into, amendment or other modification of any transaction 

(other than any intercompany transaction) with any Affiliate, Stockholder (other than 

Governmental Entities, except UST in its capacity as a Stockholder, and other than the 

Class E Preferred Holder) or any of their Affiliates or any Senior Executive Officer (other 

than, in the case of any Senior Executive Officer, any agreement or arrangement entered 

into with such Person in connection with and relating to such Person’s employment with 

the Company or any of its Subsidiaries, including compensation arrangements), if the 
26

value of the consideration provided by the Company and/or any of its Subsidiaries to any 

such Affiliate, Stockholder or any of their Affiliates or any Senior Executive Officer 

involves in excess of $5 million or, if there is no monetary consideration paid or 

quantifiable value exchanged, if the agreement is otherwise material to the Company 

and/or any of its Subsidiaries (and in any event any amendment or other modification to 

any agreement set forth on Exhibit E), unless at least a majority of the Independent 

Directors determines that such transaction is entered into in the Ordinary Course of 

Business and is on terms no less favorable to the Company or its Subsidiaries, as 

applicable, than those that would have been obtained in a comparable transaction by the 

Company or such Subsidiary, as applicable, with a Person that is not an Affiliate; and 

(iii) the incurrence by the Company and its Subsidiaries of Indebtedness (other 

than intercompany Indebtedness) to the extent that any Rating Agency has communicated 

to the Company, after inquiry, that such proposed incurrence of Indebtedness is 

reasonably likely to result in a Credit Downgrade. 

Section 6.11 Liability of Stockholders. Except as otherwise required by Law or as 

expressly set forth in the Charter or these Bylaws, the debts, obligations and liabilities of the 

Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and 

liabilities of the Company, and no Stockholder or Director shall be obligated personally for any 

such debt, obligation or liability of the Company solely by reason of being a Stockholder or 

Director, whether to the Company, to any of the other Stockholders, to the creditors of the 

Company or to any other third Person. 

Section 6.12 Blocker Corp Transactions. Notwithstanding anything in these Bylaws 

to the contrary, in no event will (i) the merger of the Company (with the Company as the 

survivor) or a direct wholly owned subsidiary thereof with each of CB FIM, LLC, FIM CB 

Holdings, LLC, FIM Coinvestor Holdings I, LLC, CB FIM Coinvestors, LLC and CB FIM 

Coinvestors I, LLC (each a “FIM Blocker Corp”) (or an exchange by each such FIM Blocker 

Corp (with either the Company or a wholly owned subsidiary of the Company) of the FIM 

Blocker Corp’s shares in the Company for new shares in the Company, or a similar exchange 

transaction) or (ii) the merger of the Company (with the Company as the survivor) or a direct 

wholly owned subsidiary thereof with Blocker Sub, or an exchange of the outstanding Blocker 

Preferred for the Class G Preferred Stock, or a similar exchange transaction, in each of cases (i) 

and (ii) consummated in accordance with Section 2.8 and Section 12.7 of the LLC Agreement in 

connection with the Issuer’s conversion into a Delaware corporation, be prohibited by the 

Charter or these Bylaws or require any consent of any Stockholder other than the “Approval of 

Action” dated as of June 30, 2009, which is in full force and effect as of such date.

ARTICLE VII 

BOARD OF DIRECTORS; OFFICERS

Section 7.1 Establishment of Board of Directors. There is hereby established a 

board of directors (the “Board of Directors”) comprised of natural Persons (the “Directors”)

having the authority and duties set forth in the Charter and these Bylaws. The size of the Board 
27

of Directors shall initially be nine and shall be adjusted from time to time by a vote of the 

Majority Holders. The Directors shall be elected at the annual meeting of the Common Holders 

by a vote of the Majority Holders. Each Director elected shall hold office until a successor is 

duly elected and qualified or until his or her earlier death, resignation or removal as provided in 

the Governance Agreement or this Article VII.

Section 7.2 General Powers of the Board of Directors. The property, affairs and 

business of the Company shall be managed by or under the direction of the Board of Directors, 

except as otherwise expressly provided in the Charter or these Bylaws. In addition to the powers 

and authority expressly conferred on it by these Bylaws, the Board of Directors may exercise all 

such powers of the Company and do all such lawful acts and things as are permitted by the 

DGCL and the Charter. Each Director shall be a “director” (as such term is defined in the 

DGCL) of the Company but, notwithstanding the foregoing, to the fullest extent permitted by 

applicable Law, no Director shall have any rights or powers beyond the rights and powers 

granted to such Director in the Charter or these Bylaws. Except as such power is delegated 

pursuant to Section 7.14, no Director acting alone, or with any other Directors, shall have the 

power to act for or on behalf of, or to bind the Company. 

Section 7.3 Removal of Directors for Cause.

(a) A Director or the Board of Directors may be removed for Cause by a vote 

of the Majority Holders. 

(b) Subject to the terms of the Governance Agreement, any vacancy occurring 

in the Board of Directors shall be filled by a vote of the Majority Holders.

(c) Any Director may resign at any time by giving written notice to the 

members of the Board of Directors and the Chief Executive Officer or the Secretary. The 

resignation of any Director shall take effect upon receipt of notice thereof or at such later time as 

shall be specified in such notice, and, unless otherwise specified therein, the acceptance of such 

resignation shall not be necessary to make it effective. 

Section 7.4 Meetings.

(a) Regular meetings of the Board of Directors may be held in Detroit, 

Michigan, New York, New York or at such other place, within or without the State of Delaware, 

as shall from time to time be determined by the Board of Directors, but in no event less than (i) 

four times during any twelve-month period and (ii) once during any three-month period. Special 

meetings of the Board of Directors may be called by or at the request of the Chief Executive 

Officer, and in any event shall be called by the Chief Executive Officer upon the written request 

of any Director. Special meeting notices shall state the purposes of the proposed meeting. 

Subject to the requirements of Section 2(c) of the Governance Agreement, any observer to the 

Board of Directors appointed pursuant to and in accordance with the terms of the Governance 

Agreement shall have the right to attend all meetings of the Board of Directors and all 

committees thereof and receive all information provided to the members of the Board of 

Directors in advance of each such meeting in the same manner and at the same time as the 

members of the Board of Directors or such committee. 
28

(b) Any Director or any member of a committee of the Board of Directors 

who is present at a meeting shall be conclusively presumed to have waived notice of such 

meeting except when such Director attends for the express purpose of objecting or abstaining at 

the beginning of the meeting to the transaction of any business because the meeting is not 

lawfully called or convened. Such Director shall be conclusively presumed to have assented to 

any action taken unless his or her dissent or abstention shall be entered in the minutes of the 

meeting or unless his or her written dissent or abstention to such action shall be filed with the 

person acting as the secretary of the meeting before the adjournment thereof or shall be 

forwarded by registered mail to the Secretary immediately after the adjournment of the meeting. 

Such right to dissent or abstain shall not apply to any Director who voted in favor of such action. 

Section 7.5 Notice of Meetings. Written notice stating the place, day and time of 

every meeting of the Board of Directors and, in case of a special meeting, the purpose or 

purposes for which the meeting is called, shall be mailed not less than five nor more than thirty 

calendar days before the date of the meeting (or if sent by facsimile or email, not less than three 

Business Days before the date of the meeting), in each case to each Director and if applicable, 

observer, at his or her notice address maintained in the records of the Company by the Secretary.

Such further notice shall be given as may be required by Law, but meetings may be held without 

notice if all the Directors entitled to vote at the meeting are present in person or by telephone or 

if notice is waived in writing by those not present, either before or after the meeting. 

Section 7.6 Quorum. Unless otherwise provided by Law, the Charter or these 

Bylaws, the presence of Directors constituting a majority of the voting authority of the whole 

Board of Directors shall be necessary to constitute a quorum for the transaction of business; 

provided, that the presence of at least two Independent Directors shall be required for a quorum 

to exist. If such quorum is not present within sixty minutes after the time appointed for such 

meeting, such meeting shall be adjourned and the President or acting Chairman shall reschedule 

the meeting to be held not fewer than two nor more than ten Business Days thereafter. If such 

meeting is rescheduled two consecutive times, then those Directors who are present or 

represented by proxy at the second such rescheduled meeting shall constitute a valid quorum for 

all purposes hereunder; provided that written notice of any rescheduled meeting shall have been 

delivered to all Directors at least two Business Days prior to the date of such rescheduled 

meeting. Notwithstanding any provision to the contrary contained herein, interested Directors 

may be counted in determining the presence of a quorum at a meeting of the Board of Directors 

or of a committee that authorizes any interested party contract or transaction. 

Section 7.7 Voting. Each Director shall be entitled to cast one vote with respect to 

each matter brought before the Board of Directors (or any committee of the Board of Directors of 

which such Director is a member) for approval. Except as otherwise provided by these Bylaws, 

the DGCL, other Law or the Charter, all policies and other matters to be determined by the 

Directors shall be determined by a majority vote of the members of the Board of Directors 

present at a meeting at which a quorum is present. 
29

Section 7.8 Action Without a Meeting; Telephonic Meetings.

(a) On any matter requiring an approval or consent of Directors under the 

Charter, these Bylaws or the DGCL, the Directors may take such action without a meeting, 

without prior notice, and without a vote if a consent or consents in writing, setting forth the 

action so taken, shall be signed by all of the Directors. 

(b) Directors may participate in meetings of the Board of Directors by means 

of conference telephone or similar communications equipment by means of which all Persons 

participating in the meeting can hear each other. Participation in a telephonic meeting pursuant 

to this Section 7.8(b) shall constitute presence at such meeting and shall constitute a waiver of 

any deficiency of notice. 

Section 7.9 Reserved.

Section 7.10 Reserved.

Section 7.11 Reserved.

Section 7.12 Compensation of Directors; Expense Reimbursement. Directors that 

are also Officers of the Company or employees of any of the Stockholders or their Affiliates 

shall not receive any stated fee for services in their capacity as Directors; provided, however, that 

nothing herein contained shall be construed to preclude any Director from serving the Company 

or any Subsidiary in any other capacity and receiving compensation therefor. Directors that are 

not also Officers of the Company or employees of any of the Stockholders or their Affiliates may 

receive a stated salary for their services as Directors, in each case as determined from time to 

time by the Board of Directors. Directors shall be reimbursed by the Company for any 

reasonable out-of-pocket expenses related to attendance at each regular or special meeting of the 

Board of Directors subject to the Company’s requirements with respect to reporting and 

documentation of such expenses. 

Section 7.13 Committees of the Board of Directors.

(a) The Board of Directors may by resolution designate one or more 

committees, each of which shall be comprised of two or more Directors, and may designate one 

or more of the Directors as alternate members of any committee, who may, subject to any 

limitations imposed by the Board of Directors, replace absent or disqualified Directors at any 

meeting of that committee. At least one Independent Director shall serve on each committee of 

the Board of Directors. Subject to Section 6.10(c), any decisions to be made by a committee of 

the Board of Directors shall require the approval of a majority of the votes of such committee of 

the Board of Directors. To the extent not prohibited by Law or stock exchange listing 

requirement, any Director or observer appointed pursuant to the Governance Agreement may 

attend the meetings of any committee of the Board of Directors on which he or she does not 

serve, as a non-voting observer. 

(b) Any committee of the Board of Directors, to the extent provided in any 

resolution of the Board of Directors, shall have and may exercise all of the authority of the Board 

of Directors, subject to the limitations set forth in Section 7.13(c) or in the establishment of such 
30

committee. Any committee members may be removed, or any authority granted thereto may be 

revoked, at any time for any reason by a majority of the Board of Directors subject to the limits 

on designation of replacement provided above and subject to the limitations in designation for 

removal from the Board of Directors set out in these Bylaws. Each committee of Directors may 

fix its own rules of procedure and shall hold its meetings as provided by such rules, except as 

may otherwise be provided in the Charter, these Bylaws or by a resolution of the Board of 

Directors designating such committee. 

(c) No committee of the Board of Directors shall have the authority of the 

Board of Directors with respect to any matters (i) subject to the approval rights set forth in 

Section 6.10, or (ii) otherwise subject to the approval rights of the Common Holders or the 

Independent Directors. 

(d) There is hereby established an audit committee of the Board of Directors 

(the “Audit Committee”) initially comprised of three Independent Directors consisting of the 

Independent Directors; provided, however, that if any of the Independent Directors is prohibited 

from serving on the Audit Committee by any Law or stock exchange listing requirement, then 

the Audit Committee may be comprised of fewer than three Independent Directors during the 

period of such prohibition, but in no event less than two Independent Directors. The chairman of 

the Audit Committee shall be elected by the Board of Directors. The Audit Committee shall 

have and may exercise the powers, authority and responsibilities that are normally appropriate 

for the functions of an audit committee. The Audit Committee shall report its actions, findings 

and reports to the Board of Directors on a regular basis. 

(e) There is hereby established the compensation, nominating, and 

governance committee of the Board of Directors (the “Compensation Committee”) initially 

comprised of at least three Independent Directors, none of which may be Officers or employees 

of the Company. The Compensation Committee shall have and may exercise the powers and 

authority delegated or granted to it by the Board of Directors and/or by any incentive 

compensation plan for employees of the Company. 

Section 7.14 Delegation of Authority. The Board of Directors may, from time to time 

(acting in any applicable case with any required consent under the Charter or these Bylaws), 

delegate to any Person (including any Stockholder, Officer or Director) such authority and 

powers to act on behalf of the Company as it shall deem advisable in its discretion, except with 

respect to any matters (a) subject to the approval rights set forth in Section 6.10, and (b) 

otherwise subject to the approval rights of the Common Holders or the Independent Directors.

Any delegation pursuant to this Section 7.14 may be revoked at any time and for any reason or 

no reason by the Board of Directors. 

Section 7.15 Officers.

(a) The officers of the Company (the “Officers”) shall consist of a Chief Executive 

Officer, a Chief Financial Officer, one or more Presidents, a Secretary and such other Officers as 

may be appointed in accordance with the terms of these Bylaws. One Person may hold, and 

perform the duties of, any two or more of such offices. 
31

(b) All Officers shall be appointed by a majority of the members of the Board 

of Directors. Any Officer may be removed, with or without cause, at any time by the Board of 

Directors. 

(c) No Officer shall have any rights or powers beyond the rights and powers 

granted to such Officers in these Bylaws or by action of the Board of Directors. The Chief 

Executive Officer, Presidents, Chief Financial Officer and Secretary shall have the following 

duties and responsibilities: 

(i) Chief Executive Officer. The Chief Executive Officer of the Company (the 

“Chief Executive Officer”) shall be a member of the Board of Directors and shall also perform 

such duties as may be assigned to them from time to time by the Board of Directors. Subject to 

the direction of the Board of Directors, he or she shall have, and exercise, direct charge of, and 

general supervision over, the business and affairs of the Company. He or she shall from time to 

time report to the Board of Directors all matters within his or her knowledge that the interest of 

the Company may require to be brought to its notice, and shall also have such other powers and 

perform such other duties as may be specifically assigned to him or her from time to time by the 

Board of Directors. The Chief Executive Officer shall see that all resolutions and orders of the 

Board of Directors are carried into effect, and in connection with the foregoing, shall be 

authorized to delegate to any President and the other Officers such of his or her powers and such 

of his or her duties as the Board of Directors may deem to be advisable. 

(ii) Presidents. The Presidents of the Company (each a “President”) shall perform 

such duties as may be assigned to them from time to time by the Board of Directors or as may be 

designated by the Chief Executive Officer. Each President shall have the right, subject to the 

approval of the Board of Directors pursuant to Section 7.15(b) and following consultation with 

the Chief Executive Officer, to nominate the Officers who will report to such President or to any 

Person to whom such President delegates his or her authority. 

(iii) Chief Financial Officer. The Chief Financial Officer of the Company (the “Chief 

Financial Officer”) shall have the custody of the Company’s funds and securities and shall keep 

full and accurate accounts of receipts and disbursements in books belonging to the Company and 

shall deposit all monies and other valuable effects in the name and to the credit of the Company, 

in such depositories as may be designated by the Board of Directors or by any Officer authorized 

by the Board of Directors to make such designation. The Chief Financial Officer shall exercise 

such powers and perform such duties as generally pertain or are necessarily incident to his or her 

office and shall perform such other duties as may be specifically assigned to him or her from 

time to time by the Board of Directors or the Chief Executive Officer. The Chief Financial 

Officer shall have the right, subject to the approval of the Board of Directors pursuant to Section 

7.15(b) and following consultation with the Chief Executive Officer, to nominate the Officers 

who will report to him or her or to any Person to whom the Chief Financial Officer delegates his 

or her authority. 

(iv) Secretary. The Secretary of the Company (the “Secretary”) shall attend all 

meetings of the Stockholders and record all votes and the minutes of all proceedings in a book to 

be kept for that purpose and shall perform like duties for any committee when required. He or 

she shall give, or cause to be given, notice of all meetings of the Stockholders and, when 
32

necessary, of the Board of Directors. The Secretary shall exercise such powers and perform such 

duties as generally pertain or are necessarily incident to his or her office, and he or she shall 

perform such other duties as may be assigned to him or her from time to time by the Board of 

Directors or the Chief Executive Officer. To the greatest extent possible, the Secretary shall 

vote, or cause to be voted, all of the Equity Securities of any Subsidiary of the Company as 

directed by the Board of Directors. 

Section 7.16 Standard of Care; Fiduciary Duties; Liability of Directors and 

Officers.

(a) Any Director or Officer, in the performance of such Director’s or Officer’s 

duties, shall be entitled to rely in good faith on the provisions of the Charter and these Bylaws 

and on opinions, reports or statements (including financial statements, books of account any 

other financial information, opinions, reports or statements as to the value or amount of the 

assets, liabilities, profits or losses of the Company and its Subsidiaries) of the following other 

Persons or groups: (i) one or more Officers or employees of the Company or any of its 

Subsidiaries, (ii) any legal counsel, certified public accountants or other Person employed or 

engaged by the Board of Directors or the Company or any of its Subsidiaries, or (iii) any other 

Person who has been selected with reasonable care by or on behalf of such Director, Officer or 

the Company or any of its Subsidiaries, in each case as to matters which such relying Person 

reasonably believes to be within such other Person’s professional or expert competence. The 

preceding sentence shall in no way limit any Person’s right to rely on information to the extent 

provided in Section 141 of the DGCL. 

(b) On any matter involving a conflict of interest not provided for in these 

Bylaws, each Director and Officer shall be guided by its reasonable judgment as to the best 

interests of the Company and its Subsidiaries and shall take such actions as are determined by 

such Person to be necessary or appropriate to ameliorate such conflict of interest. 

(c) The Directors and the Officers, in the performance of their duties as such, 

shall owe to the Company and its Stockholders duties of loyalty and due care of the type owed 

under Law by directors and officers of a business corporation incorporated under the DGCL. 

(d) Except as required by the DGCL, no individual who is a Stockholder or an 

Officer, or any combination of the foregoing, shall be personally liable under any judgment of a 

court, or in any other manner, for any debt, obligation or liability of the Company, whether that 

liability or obligation arises in contract, tort or otherwise solely by reason of being a Director or 

an Officer or any combination of the foregoing. 

(e) No Director or Officer shall be liable to the Company or any Stockholder 

for any act or omission (including any breach of duty (fiduciary or otherwise)), including any 

mistake of fact or error in judgment taken, suffered or made by such Person if such Person acted 

in good faith and in a manner such Person reasonably believed to be in or not opposed to the best 

interests of the Company and which act or omission was within the scope of authority granted to 

such Person; provided that such act or omission did not constitute fraud, willful misconduct, bad 

faith or gross negligence in the conduct of such Person’s office. 
33

(f) No Director shall be liable to the Company or any Stockholder for 

monetary damages for breach of fiduciary duty as a Director; provided that the foregoing shall 

not eliminate or limit the liability of a Director: (i) for any breach of such Director’s duty of 

loyalty to the Company or its Stockholders; (ii) for acts or omissions not in good faith or which 

involve intentional misconduct or a knowing violation of Law; or (iii) for any transaction from 

which such Director derived an improper personal benefit. 

ARTICLE VIII 

TRANSFER OF SHARES OF STOCK

Section 8.1 Void Transfers. To the greatest extent permitted by the DGCL and other 

Law, any Transfer by any Stockholder of any shares of capital stock or other interest in the 

Company in contravention of the Charter or these Bylaws shall be void and ineffective and shall 

not bind or be recognized by the Company or any other Person. In the event of any Transfer in 

contravention of the Charter or these Bylaws, to the greatest extent permitted by the DGCL and 

other Law, the purported Transferee shall have no right to any profits, losses or dividends of the 

Company or any other rights of a Stockholder. 

Section 8.2 Transfer of Certain Shares of Capital Stock by GM to the U.S. 

Treasury. Notwithstanding anything to the contrary in the Charter or these Bylaws, the terms 

of this Article VIII and the other provisions of the Charter and these Bylaws that operate as 

restrictions or limitations on Transfers of shares of capital stock (including Section 6.10) or that 

give non-transferring Stockholders rights in connection with Transfers of shares of capital stock, 

shall not apply to any Transfer of shares of capital stock by GM or any of its Affiliates or the 

GM Trust to the U.S. Department of the Treasury or its designee (including any trust or trustee), 

and GM and its Affiliates and the GM Trust shall be permitted to Transfer any such shares of 

capital stock to the U.S. Department of the Treasury or such designee. 

ARTICLE IX 

DISSOLUTION

Section 9.1 In General. The Company shall dissolve and its affairs shall be wound up 

upon the first to occur of the following: (a) the approval of the Majority Holders (including at 

least two Common Holders); (b) at any time there are no Stockholders of the Company; or 

(c) the entry of a decree of judicial dissolution under Section 285 of the DGCL. 

Section 9.2 Liquidation and Termination. On the dissolution of the Company, the 

Board of Directors shall act as liquidator or (in its sole discretion) may appoint one or more 

representatives, Stockholders or other Persons as liquidator(s). The liquidators shall proceed 

diligently to wind up the affairs of the Company and make final distributions as provided herein 

and in the DGCL. The costs of liquidation shall be borne as a Company expense. Until final 

distribution, the liquidators shall continue to operate the Company with all of the power and 

authority of the Board of Directors. The steps to be accomplished by the liquidators are as 

follows: 

(a) the liquidators shall pay, satisfy or discharge from the Company funds all 

of the debts, liabilities and obligations of the Company (including all expenses incurred in 
34

liquidation) or otherwise make adequate provision for payment and discharge thereof (including 

the establishment of a cash fund for contingent liabilities in such amount and for such term as the 

liquidators may reasonably determine); 

(b) after payment or provision for payment of all of the Company’s liabilities 

has been made in accordance with Section 9.2(a), all remaining assets of the Company shall be 

distributed to the Stockholders, subject to the DGCL, in accordance with the procedures set forth 

in the Charter, these Bylaws and the DGCL. 

Section 9.3 Filing of Certificate of Dissolution. Immediately following the 

completion of the distribution of the Company’s assets as provided herein, the Board of 

Directors (or such other Person or Persons as the DGCL may require or permit) shall file a 

certificate of dissolution with the Secretary of State of the State of Delaware, cancel any other 

filings made pursuant to the Charter or these Bylaws that are required to be canceled and take 

such other actions as may be necessary to terminate the Company. The Company shall be 

deemed to continue in existence for all purposes of the Charter and these Bylaws until it is 

terminated pursuant to this Section 9.3.

Section 9.4 Reasonable Time for Winding Up. A reasonable time shall be allowed 

for the orderly winding up of the business and affairs of the Company and the liquidation of its 

assets pursuant to Section 9.2 to minimize any losses otherwise attendant upon such winding up. 

Section 9.5 Antitrust Laws. Notwithstanding any other provision in the Charter or 

these Bylaws, in the event that any Antitrust Law is applicable to any Stockholder by reason of 

the fact that any assets of the Company shall be distributed to such Stockholder in connection 

with the winding up of the Company, such distribution shall not be consummated until such time 

as the applicable waiting periods (and extensions thereof) under such Antitrust Law have expired 

or otherwise been terminated with respect to each such Stockholder. 

Section 9.6 Other Remedies. Nothing in this Article IX shall limit any Stockholder’s 

right to enforce any provision of the Charter or these Bylaws by an action at Law or equity, nor 

shall an election to dissolve the Company pursuant to this Article IX relieve any Stockholder of 

any liability for any prior or subsequent violation of any provision of the Charter or these Bylaws 

or another document referred to herein. 
35

ARTICLE X 

OTHER AGREEMENTS

Section 10.1 Transactions with Affiliates.

(a) The Company shall conduct, and shall cause each of its Subsidiaries to 

conduct, all transactions with its Affiliates (other than Subsidiaries of the Company), 

Stockholders (other than the Class E Preferred Holder) and their respective Affiliates, current or 

former officers or directors, or any of their respective family members on terms that are fair and 

reasonable and no less favorable to the Company or such Subsidiary than it would obtain in a 

comparable arm’s-length transaction with a Person that is not an Affiliate, a Stockholder, an 

Affiliate of a Stockholder, a current or former officer or director, or a family member and in 

compliance with all Laws, it being understood and agreed that (i) all Transaction Documents 

(including the Project Agreements), (ii) all agreements or arrangements in effect as of the 

Effective Date by the Company and its Subsidiaries, on the one hand, and GM and its 

Subsidiaries, on the other hand, set forth on Exhibit E and (iii) all transactions approved by (A) 

the Majority Holders (including at least two Common Holders), as applicable, or (B) the 

Independent Directors pursuant to Section 6.10(c)(ii), in each case, as required by the Charter or 

these Bylaws, as applicable, shall each be deemed to be in compliance with this Section 10.1(a).

Subject to the terms of the Charter and these Bylaws and any documents referred to herein, 

neither the Company nor any of its Subsidiaries shall be required to purchase products, services 

or components from any Stockholder, but may seek quotes for the supply of products, services or 

components in its Ordinary Course of Business. 

(b) The Class E Preferred Holder and, subject to Section 6.10(c)(ii) and 

Section 10.1(a), the Common Holders and Class A Preferred Holders (and Affiliates of, and 

Persons who are otherwise related to, such Stockholders) shall have the right to contract and 

otherwise deal with the Company with respect to the sale, purchase or lease of real and/or 

personal property, the rendition of services, the lending of money and for other purposes in 

arm’s-length transactions, and to receive the purchase price, costs, fees, commissions, interest, 

compensation and other forms of consideration in connection therewith, without being subject to 

claims for self-dealing. 

Section 10.2 Public Offering.

(a) In addition to the other rights of the Board of Directors or the 

Stockholders to require the Issuer to consummate an initial Public Offering, each of (i) the 

Majority Holders (including at least two Common Holders) and (ii) holders representing greater 

than 50% of the outstanding Common Stock on a Fully-Diluted Basis (the “Fully-Diluted 

Majority Holders”), with the consent of a majority of the Independent Directors (which shall take 

into account market conditions and tax and regulatory capital considerations) shall have the right, 

but not the obligation, to require the Issuer to consummate an initial Public Offering. Such right 

shall be exercisable by the Fully-Diluted Majority Holders at any time; provided that in 

connection with any such Public Offering, the UST (to the extent it then holds Class F-2 

Preferred Stock) shall be obligated to convert such amount of Convertible Securities as may be 
36

necessary so that immediately prior to such Public Offering, the UST holds greater than 50% of 

the outstanding Common Stock; provided further, that the UST shall be entitled to participate in 

such Public Offering on a priority basis to the extent necessary to reduce the amount of Common 

Stock held by UST below 50% of the outstanding Common Stock immediately following such 

Public Offering. Thereafter, UST shall be entitled to participate on a pro rata basis with other 

holders of Common Stock. 

(b) Subject to Section 10.2(a), in the event that the Board of Directors, the 

Majority Holders (including at least two Common Holders) or the Fully-Diluted Majority 

Holders, as applicable, approve an initial Public Offering and sale of securities of the Issuer 

(including a sale of Equity Securities, debt securities, income deposit securities or securities of 

any other kind or combination) pursuant to a Public Offering, then each Stockholder (other than 

the Class F-2 Preferred Holder and the Class E Preferred Holder) and Director shall take all 

necessary or desirable actions required or deemed advisable by the Board of Directors or such 

Stockholders, as applicable, in connection with the consummation of such Public Offering, and 

enter into such agreement or agreements as are necessary to preserve the rights and obligations 

of the Stockholders hereunder as in effect immediately prior to the consummation of such initial 

Public Offering. Notwithstanding anything to the contrary contained herein, in the case of a 

Public Offering that is required pursuant to Section 10.2(a), none of the Directors shall have any 

duty to the Stockholders to independently evaluate or approve any such action but merely to act 

in any necessary or desirable fashion to accommodate the implementation of such offering as 

determined by those persons requiring registration. 

(c) Subject to Section 10.2(a), in the event that, subject to the provisions of 

Section 10.2(b), the Board of Directors , the Majority Holders (including at least two Common 

Holders) or the Fully-Diluted Majority Holders, as applicable, so determine, each Stockholder 

(other than the Class F-2 Preferred Holder and the Class E Preferred Holder) who pursuant to the 

terms of the Charter or these Bylaws has any right to vote upon or consent to such transaction 

shall be deemed to have consented to and, if required under the Charter, these Bylaws or Law, 

shall vote in favor of a recapitalization, reorganization, conversion, contribution and/or exchange 

of such Stockholder’s capital stock into securities that the Board of Directors, the Majority 

Holders (including at least two Common Holders) or the Fully-Diluted Majority Holders, as 

applicable, find acceptable and shall take all necessary or desirable actions required or deemed 

advisable by the Board of Directors, the Majority Holders (including at least two Common 

Holders) or the Fully-Diluted Majority Holders, as applicable, in connection with the 

consummation of such recapitalization, reorganization, conversion, contribution and/or 

exchange; provided that, if in any such recapitalization, reorganization, conversion, contribution 

and/or exchange, the Issuer provides for each holder of capital stock to receive cash, securities of 

the Issuer or other consideration in exchange for or in satisfaction of such holder’s capital stock, 

then (i) all holders of the same class or type of capital stock in the Company shall receive the 

same form and proportionate share of consideration as all other holders of such class or type of 

interests, and (ii) any consideration payable or otherwise deliverable to the Stockholders in such 

recapitalization, reorganization, conversion, contribution and/or exchange shall be valued by the 

Board of Directors, the Majority Holders (including at least two Common Holders) or the FullyDiluted Majority Holders, as applicable, in its or their, as applicable, reasonable discretion 

(which determination shall be binding, as a matter of contract, on each Stockholder pursuant to 

these Bylaws) and shall be distributed among the Stockholders according to the respective class 
37

of capital stock of the Stockholders in the Company as in effect immediately prior to the 

consummation of such recapitalization, reorganization, conversion, contribution and/or exchange 

as if such consideration were received by the Company and an amount equal to the value thereof 

were distributed to the Stockholders in accordance with the terms of Section 5.1.

Section 10.3 Preemptive Rights.

(a) The Company shall not issue, sell or exchange, agree to issue, sell or 

exchange, or reserve or set aside for issuance, sale or exchange, any Preemptive Securities (as 

defined below) of the Company to any Person unless, in each case, the Company shall have first 

offered to sell to each Common Holder and the holders of any Class F-2 Preferred Stock (each a 

“Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, 

at a price and on such other terms as shall have been specified by the Company in writing 

delivered to each such Preemptive Holder (the “Preemptive Offer”), which Preemptive Offer 

shall by its terms remain open and irrevocable for a period of at least ten calendar days from the 

date it is delivered by the Company (the “Preemptive Offer Period”). Each Preemptive Holder 

may elect to purchase all or any portion of such Preemptive Holder’s Preemptive Share of the 

Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms 

specified therein by delivering written notice of such election to the Company as soon as 

practical but in any event within the Preemptive Offer Period; provided that if the Company is 

issuing Preemptive Securities together as a unit with any other Securities, then any Preemptive 

Holder who elects to purchase the Preemptive Securities pursuant to this Section 10.3 must 

purchase the same proportionate mix of all of such securities. Notwithstanding anything to the 

contrary set forth in the Charter or these Bylaws, a Preemptive Holder may assign all or any 

portion of its right to acquire Preemptive Securities to its direct or indirect equityholders, and 

upon any such assignment, each such equityholder shall be deemed a Preemptive Holder for the 

purposes of this Section 10.3.

“Preemptive Securities” means, as applicable, (i) Common Stock or other common equity 

securities of the Company or other securities of the Company that vote together with the Common 

Stock, (ii) any securities directly or indirectly convertible into or exchangeable for Common 

Stock or other common equity securities of the Company or other securities of the Company that 

vote together with the Common Stock, (iii) any rights or options directly or indirectly to subscribe 

for or to purchase Common Stock or other common equity securities of the Company or other 

securities of the Company that vote together with the Common Stock or to subscribe for or to purchase 

any securities directly or indirectly convertible into or exchangeable for Common Stock or other 

common equity securities of the Company, or (iv) any share appreciation rights, phantom share 

rights, or other similar rights to the extent related to Common Stock or other securities of the Company 

that vote together with the Common Stock, or (v) any Preemptive Securities issued or issuable with 

respect to the securities referred to in clauses (i) through (iv) above in connection with a 

combination of shares, recapitalization, merger, consolidation, conversion, or other 

reorganization.

(b) Each Preemptive Holder’s “Preemptive Share” of Preemptive Securities 

shall be determined as follows: the total number of Preemptive Securities, multiplied by a 

fraction, (i) the numerator of which is the number of shares of Common Stock then held, directly 

or indirectly, by such Preemptive Holder on a Fully-Diluted Basis, and (ii) the denominator of 
38

which is the number of shares of Common Stock then held by all Preemptive Holders (including 

such Preemptive Holder) on a Fully-Diluted Basis. 

(c) Upon the expiration of the Preemptive Offer Period, the Company shall be 

entitled to sell such Preemptive Securities which the Preemptive Holders have not elected to 

purchase for a period ending on the later to occur of (i) one hundred twenty calendar days 

following the expiration of the Preemptive Offer Period, or (ii) if a definitive agreement to 

Transfer the Preemptive Securities is entered into by the Company within such one hundred 

twenty calendar day period, the date on which all applicable approvals and consents of 

Governmental Entities and other Persons with respect to such proposed Transfer have been 

obtained and any applicable waiting periods under Law have expired or been terminated, in each 

case on terms and conditions not materially more favorable to the purchasers thereof than those 

offered to the Preemptive Holders. Any Preemptive Securities to be sold by the Company 

following the expiration of such period must be reoffered to the Preemptive Holders pursuant to 

the terms of this Section 10.3if any such agreement to Transfer is terminated. 

(d) The provisions of this Section 10.3 shall not apply to the following 

issuances of Preemptive Securities: 

(i) Preemptive Securities issued to or for the benefit of employees, 

officers, directors and other service providers of or to the Company or any 

of its Subsidiaries in accordance with the terms hereof or any applicable 

incentive plan of the Company; 

(ii) securities issued by the Company in connection with a Public 

Offering;

(iii) securities issued as consideration in acquisitions or commercial 

borrowings or leasing; 

(iv) securities issued upon conversion of convertible or exchangeable 

securities of the Company or any of its Subsidiaries that were outstanding 

on June 30, 2009 or were not issued in violation of this Section 10.3; and, 

(v) a subdivision of shares of capital stock (including any stock 

dividend or stock split), any combination of shares of capital stock 

(including any reverse stock split) or any recapitalization, reorganization, 

reclassification or conversion of the Company or any of its Subsidiaries. 

(e) The preemptive rights granted in this Section 10.3 shall terminate upon the 

earlier to occur of the consummation of a Qualified Public Offering and a Company Sale. 

(f) Notwithstanding the procedural requirements of Sections 10.3(a) and (c)

above, with respect to any issuance of Preemptive Securities to UST in connection with the Supervisory 

Capital Assessment Program, in the event that the Company determines that it is necessary or 

advisable, the Company may complete a transaction covered by Section 10.3(a) above prior to 

making a Preemptive Offer to Preemptive Holders, provided that the Company (x) shall make 

the Preemptive Offer to Preemptive Holders promptly following completion of such transaction 
39

and (y) Preemptive Holders shall have no less than 10 calendar days to consider any such 

Preemptive Offer. 

Section 10.4 Registration Rights of Certain Common Holders. The Common 

Holders shall have those registration rights attached hereto as Exhibit F. Exercise of such 

registration nights shall be subject to the priority allocation to the UST provided for in Section 

10.2(a). Such exhibit is hereby incorporated into and made part of these Bylaws as if it were set 

forth fully herein.

ARTICLE XI 

CONFIDENTIALITY

Section 11.1 Non-Disclosure. Each Stockholder agrees that it will use, and will cause 

each of its Affiliates, and each of its and their respective partners, members, managers, 

stockholders, directors, officers, employees and agents (collectively, “Agents”) to use, its 

commercially reasonable efforts to maintain the confidentiality of all Confidential Information 

disclosed to it by the Company by limiting internal disclosure of any such information to those 

Persons who have an actual need to know such information in connection with the business of 

the Company or such Stockholder’s investment in the Company and will not, without the prior 

written consent of the Company, use such information other than in connection with the business 

of the Company or such Stockholder’s investment in the Company. 

Section 11.2 Exceptions. Notwithstanding Section 11.1, a Stockholder, its Affiliates 

and their Agents may disclose any Confidential Information: (a) to any Governmental Entity in 

connection with applications for approval of the transactions contemplated hereby and the other 

Transaction Documents (or, in the case of any regulated Affiliate of a Stockholder, in connection 

with audits by the applicable Governmental Entities), (b) to financial institutions in connection 

with financings of the transactions contemplated hereby, (c) in the case of any Stockholder, (i) to 

a bona fide potential Transferee if such Stockholder desires to undertake any Transfer of its 

capital stock permitted by these Bylaws, (ii) to its stockholders, limited partners, members, trust 

beneficiaries or other equityholders, as the case may be, all materials made available to such 

Stockholder pursuant to the terms of these Bylaws and (iii) to its indirect stockholders, limited 

partners, members, trust beneficiaries or other equityholders, as the case may be, so long as the 

Confidential Information disclosed to such Persons is limited to the materials delivered to such 

party pursuant to Section 4.4(a), provided that (A) in the case of subclauses (i), (ii) and (iii) of 

this clause (c), prior to the disclosure of any Confidential Information, such Person shall execute 

an agreement containing substantially the terms set forth in Section 11.1 and this Section 11.2,

and (B) in the case of clauses (ii) and (iii) above, the disclosure of Confidential Information 

relating to commercial transactions or commercial relationships of the Company and its 

Subsidiaries shall be strictly limited to such Persons who have an actual need to know such 

information in connection with the administration of their equity interest in such Stockholder, (d) 

to any rating or similar agency in connection with its analysis or review of the Company or any 

of its Subsidiaries, (e) in the case of the GM Trust, between such trust and its trustee and Agents, 

and (f) to any other Person if such party becomes compelled by Law (including by deposition, 

interrogatory, request for documents, subpoena, civil investigative demand, mandatory provision 
40

of Law, regulation or stock exchange rule) to disclose any of the Confidential Information. In 

addition, each Stockholder may report to its stockholders, limited partners, members, trust 

beneficiaries or other equityholders, as the case may be, the general status of such Stockholder’s 

investment in the Company (without disclosing specific Confidential Information). A disclosing 

Stockholder shall be responsible for a breach by any third Person to whom such disclosing 

Stockholder discloses Confidential Information in accordance with the terms of subclauses (c)(ii) 

and (c)(iii) of this Section 11.2. In the case of clause (f) above, the disclosing party shall (i) 

provide the other parties hereto with prompt written notice of such requirement so that such 

non-disclosing parties may seek a protective order or other appropriate remedy or waive 

compliance with the terms of this Article XI and (ii) take such reasonable legally available steps 

as the non-disclosing parties may reasonably request to resist or narrow such requirement (at the 

expense of the non-disclosing parties). In the event that such protective order or remedy is not 

obtained, or that the non-disclosing parties waive compliance with the terms hereof, the 

disclosing party agrees to furnish only that portion of the Confidential Information that it is 

advised by counsel is required to be furnished, and to exercise its commercially reasonable 

efforts to obtain assurance that confidential treatment shall be accorded such Confidential 

Information. 

ARTICLE XII 

MISCELLANEOUS PROVISIONS

Section 12.1 Amendments. Except as otherwise expressly provided herein, including 

in Section 3.2, these Bylaws may only be amended, modified or waived by the Board of 

Directors with the prior written approval of the Majority Holders; provided, however, that: 

(i) any provision of these Bylaws that provides for an approval right of the 

Majority Holders (including Section 6.10) or any other specific class of holders of capital stock

may only be amended, modified or waived with the prior written approval of the Majority Holders 

or such other specific class of holders; 

(ii) if any such amendment, modification or waiver would adversely affect in 

any material respect any Stockholder or group of Stockholders who have comparable rights under 

the Charter or these Bylaws disproportionately to the other Stockholders having such comparable 

rights (it being understood no amendment entered into in connection with the compliance by the 

Company with its commitments to the UST for purposes of the Company’s participation in the 

Troubled Asset Relief Program (including those set forth in the Governance Agreement) shall be 

deemed to adversely affect in any material respect any Stockholder or Stockholders, including the 

Class F-2 Preferred Holders), such amendment, modification, or waiver shall also require the 

written consent of the Stockholder(s) so adversely affected; 

(iii) any amendment that would require any Stockholder to contribute or loan 

additional funds to the Company or impose personal liability upon any Stockholder shall not be 

effective against such Stockholder without its prior written consent;

(iv) no alteration, repeal or amendment, whether by merger, consolidation, 

combination, reclassification or otherwise, of Exhibit F shall be permitted without the consent of 

Eligible Holders (as defined in Exhibit F) holding a majority of the then outstanding Registrable 
41

Securities (as defined in Exhibit F) then held by the Eligible Holders; provided, that, no such 

alternation, repeal or amendment shall be effective against an Eligible Holder without such 

Eligible Holder’s consent if such alternation, repeal or amendment reduces or limits (other than in 

an immaterial respect) the rights of such Eligible Holder or otherwise disadvantages (other than in 

an immaterial respect) such Eligible Holder; 

(v) for so long as the GM Trust holds at least 2.5% of the then-outstanding 

Common Stock, the written consent of the GM Trust shall be required for any amendment, 

modification or waiver of Section 4.4(e) in a manner adverse to the GM Trust; 

(vi) no alteration, repeal or amendment, whether by merger, consolidation, 

combination, reclassification or otherwise, of the definition of “Blocker Sub” contained in these 

Bylaws shall be permitted if such action would amend, alter or otherwise affect the rights of any 

Stockholder in any manner materially adverse to such Stockholder without the prior written 

approval of each such affected Stockholder; and 

(vii) no alteration, repeal or amendment, whether by merger, consolidation, 

combination, reclassification or otherwise, of the preceding provisos (i) through this proviso (v) 

shall be made without the prior written approval of the threshold of Stockholders specified in such 

proviso or those specific Stockholders relevant to each such proviso. Amendment of this 

provision (v) shall require the approval of all Stockholders. 

Section 12.2 Remedies. Each Stockholder shall have all rights and remedies set forth 

in the Charter and these Bylaws and all rights and remedies that such Person has been granted at 

any time under any other agreement or contract and all of the rights that such Person has under 

any Law. Any Person having any rights under any provision of the Charter and these Bylaws or 

any other agreements contemplated hereby shall be entitled to enforce such rights specifically 

(without posting a bond or other security) to recover damages by reason of any breach of any 

provision of the Charter or these Bylaws and to exercise all other rights granted by Law. Each 

Stockholder, on behalf of itself, its Affiliates, successors and assigns, if any, hereby specifically 

renounces, waives and forfeits all rights to seek, bring or maintain any action in any court of law 

or equity against the Treasury arising in connection with these Bylaws or the transactions 

contemplated hereunder, except in its commercial capacity as a stockholder of the Company and 

participant in the transactions contemplated hereunder. 

Section 12.3 Notice Addresses and Notices. All notices, demands, financial reports, 

other reports and other communications to be given or delivered under or by reason of the 

provisions of these Bylaws shall be in writing and shall be deemed to have been given or made 

when (a) delivered personally to the recipient, (b) sent by facsimile to the recipient (with hard 

copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) 

if sent by facsimile before 5:00 p.m. New York time on a Business Day, and otherwise on the 

next Business Day, or (c) one Business Day after being sent to the recipient by reputable 

overnight courier service (charges prepaid). Such notices, demands and other communications 

shall be sent to the notice address for such recipient set forth on the Stock Register, or in the 

Company’s books and records, or to such other notice address or to the attention of such other 

person as the recipient party has specified by prior written notice to the sending party. Any 
42

notice to the Board of Directors or the Company shall be deemed given if received by the Board 

of Directors at the principal office of the Company designated pursuant to Section 2.2(b).

Section 12.4 Reserved.

Section 12.5 Survival. The provisions of Article XI and Section 12.5 shall survive and 

continue in full force in accordance with its terms, notwithstanding any dissolution of the 

Company. 

Section 12.6 Creditors. Except to the extent that a creditor of a Stockholder, the 

Company or any of its Affiliates becomes a Stockholder hereunder, none of the provisions of 

these Bylaws shall be for the benefit of or enforceable by any creditors of the Stockholders, the 

Company or any of its Affiliates (other than Indemnified Persons), and no creditor who makes a 

loan to any Stockholder, the Company or any of its Affiliates may have or acquire (except 

pursuant to the terms of a separate agreement executed by the Company in favor of such 

creditor) at any time as a result of making the loan any direct or indirect interest in Company 

profits, losses, dividends, capital or property other than as a secured creditor. 

Section 12.7 Indemnification and Reimbursement for Payments on Behalf of a 

Stockholder. If the Company is required by Law to make any payment to a Governmental 

Entity that is specifically attributable to a Stockholder, then such Stockholder other than Blocker 

Sub shall indemnify the Company in full for the entire amount paid (including interest, penalties 

and related expenses). A Stockholders obligation to indemnify the Company under this Section 

12.7 shall survive the termination, dissolution, liquidation and winding up of the Company, and 

for purposes of this Section 12.7, the Company shall be treated as continuing in existence. The 

Company may pursue and enforce all rights and remedies it may have against each Stockholder 

under this Section 12.7, including instituting a lawsuit to collect such indemnification, with 

interest calculated at a floating rate equal to the prime rate as published from time to time in The

Wall Street Journal, plus one percentage point (1%) per annum (but not in excess of the highest 

rate per annum permitted by Law), compounded annually. 

Section 12.8 Strict Construction. The Company and the Stockholders as of the date 

hereof have participated collectively in the negotiation and drafting these Bylaws; accordingly, if 

any ambiguity or question of intent or interpretation arises, then it is the intent of the Company 

and the Stockholders as of the date hereof that these Bylaws shall be construed as if drafted 

collectively by such parties, and it is the intent of such parties that no presumption or burden of 

proof shall arise favoring or disfavoring any of such parties by virtue of the authorship of any 

provisions of these Bylaws. 
ANNEX B 

FORMS OF WAIVERS

ANNEX B-1 

FORM OF WAIVER FOR THE COMPANY 

In consideration for the benefits that it will receive as a result of its or its Affiliate’s 

participation in the United States Department of the Treasury’s Automotive Industry Financing 

Program and/or any other economic stabilization program implemented by the Department of the 

Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented, 

or otherwise modified, the “EESA”) or any other related law or regulation thereunder in 

existence either prior to or subsequent to the date of this letter (any such program, including the 

Automotive Industry Financing Program, a “Program”), GMAC Inc. (together with its 

subsidiaries and affiliates, the “Company”) hereby voluntarily waives any claim against the 

United States for any changes to compensation or benefits of the Company’s employees that are 

required to comply with any Program or related laws and regulations (whether or not in existence 

as of the date hereof), as implemented by any guidance or regulation thereunder, including the 

rules set forth in 31 CFR Part 30, or any other guidance or regulations under the EESA and the 

requirements of the Securities Purchase and Exchange Agreement by and among GMAC Inc., 

GMAC Capital Trust I and the United States Department of the Treasury entered into on or about 

December 30, 2009, as amended (the “Limitations”).

The Company acknowledges that the aforementioned laws, regulations and Limitations 

may require modification of the compensation, bonus, incentive and other benefit plans, 

arrangements, policies and agreements (including so-called “golden parachute” agreements), 

whether or not in writing, that the Company may have with its employees or in which such 

employees may participate as the regulations and Limitations relate to the period the United 

States holds any equity or debt securities of the Company acquired through a Program, including 

without limitation the Automotive Industry Financing Program, or for any other period 

applicable under such Program or Limitations, as the case may be. 

This waiver includes all claims the Company may have under the laws of the United 

States or any state (whether or not in existence as of the date hereof) related to the requirements 

imposed by the aforementioned laws, regulations and Limitations, including without limitation a 

claim for any compensation or other payments or benefits the Company’s employees would 

otherwise receive, any challenge to the process by which the aforementioned laws, regulations or 

Limitations are or were adopted and any tort or constitutional claim about the effect of these 

laws, regulations or Limitations on the Company’s employment relationship with its employees. 

GMAC Inc. 

By: 

 Name: 

 Title: 

Date: December ___, 2009 
ANNEX B-2

FORM OF WAIVER OF SEO TO INVESTOR 

In consideration for the benefits I will receive as a result of the participation of GMAC 

Inc. (together with its subsidiaries and affiliates, the “Company”) in the United States 

Department of the Treasury’s Automotive Industry Financing Program and/or any other 

economic stabilization program implemented by the Department of the Treasury under the 

Emergency Economic Stabilization Act of 2008 (as amended, supplemented, or otherwise 

modified, the “EESA”) or any other related law or regulation thereunder in existence either prior 

to or subsequent to the date of this letter from me (any such program, including the Automotive 

Industry Financing Program, a “Program”), I hereby voluntarily waive any claim against the 

United States or my employer for any changes to my compensation or benefits that are required 

to comply with any Program or related laws and regulations (whether or not in existence as of 

the date hereof), as implemented by any guidance or regulation thereunder, including the rules 

set forth in 31 CFR Part 30, or any other guidance or regulations under the EESA and the 

requirements of the Securities Purchase and Exchange Agreement by and among GMAC Inc., 

GMAC Capital Trust I and the United States Department of the Treasury entered into on or about 

December 30, 2009, as amended (the “Limitations”).

I acknowledge that the aforementioned laws, regulations and Limitations may require 

modification of the compensation, bonus, incentive and other benefit plans, arrangements, 

policies and agreements (including so-called “golden parachute” agreements), whether or not in 

writing, that I may have with the Company or in which I may participate as they relate to the 

period the United States holds any equity or debt securities of the Company acquired through a 

Program, including without limitation the Automotive Industry Financing Program, or for any 

other period applicable under such Program or Limitations, as the case may be. 

This waiver includes all claims I may have under the laws of the United States or any 

state (whether or not in existence as of the date hereof) related to the requirements imposed by 

the aforementioned laws, regulations and Limitations, including without limitation a claim for 

any compensation or other payments or benefits I would otherwise receive, any challenge to the 

process by which the aforementioned laws, regulations or Limitations are or were adopted and 

any tort or constitutional claim about the effect of these laws, regulations or Limitations on my 

employment relationship. 

Intending to be legally bound, I have executed this Waiver 

as of this ____ day of ________, ____. 

______________________

Name: 
ANNEX B-3

FORM OF CONSENT AND WAIVER OF SEO TO THE COMPANY 

In consideration for the benefits I will receive as a result of the participation of GMAC 

Inc. (together with its subsidiaries and affiliates, the “Company”) in the United States 

Department of the Treasury’s Automotive Industry Financing Program and/or any other 

economic stabilization program implemented by the Department of the Treasury under the 

Emergency Economic Stabilization Act of 2008 (as amended, supplemented, or otherwise 

modified, the “EESA”) or any other related law or regulation thereunder in existence either prior 

to or subsequent to the date of this letter from me (any such program, including the Automotive 

Industry Financing Program, a “Program”), I hereby voluntarily consent to and waive any claim 

against any of the Company, the Company’s Board of Directors (or similar governing body), any 

individual member of the Company’s Board of Directors (or similar governing body) and the 

Company’s officers, employees, representatives and agents for any changes to my compensation 

or benefits that are required to comply with any Program or related laws and regulations 

(whether or not in existence as of the date hereof), as implemented by any guidance or regulation 

thereunder, including the rules set forth in 31 CFR Part 30, or any other guidance or regulations 

under the EESA and the requirements of the Securities Purchase and Exchange Agreement by 

and among GMAC Inc., GMAC Capital Trust I and the United States Department of the 

Treasury entered into on or about December 30, 2009, as amended (the “Limitations”).

I acknowledge that the aforementioned laws, regulations and Limitations may require 

modification of the compensation, bonus, incentive and other benefit plans, arrangements, 

policies and agreements (including so-called “golden parachute” agreements), whether or not in 

writing, that I may have with the Company or in which I may participate as they relate to the 

period the United States holds any equity or debt securities of the Company acquired through a 

Program, including without limitation the Automotive Industry Financing Program, or for any 

other period applicable under such Program or Limitations, as the case may be. 

This waiver includes all claims I may have under the laws of the United States or any 

state (whether or not in existence as of the date hereof) related to the requirements imposed by 

the aforementioned laws, regulations and Limitations, including without limitation a claim for 

any compensation or other payments or benefits I would otherwise receive, any challenge to the 

process by which the aforementioned laws, regulations or Limitations are or were adopted and 

any tort or constitutional claim about the effect of these laws, regulations or Limitations on my 

employment relationship. 

I agree that, in the event and to the extent that the Compensation Committee of the Board 

of Directors of the Company or similar governing body (the “Committee”) reasonably 

determines that any compensatory payment and benefit provided to me, including any bonus or 

incentive compensation based on materially inaccurate financial statements or performance 

criteria, would cause the Company to fail to be in compliance with the terms and conditions of 

any laws, regulations or the Limitations (such payment or benefit, an “Excess Payment”), upon 

notification from the Company, I shall promptly repay such Excess Payment to the Company. In 

addition, I agree that the Company shall have the right to postpone any such payment or benefit 

for a reasonable period of time to enable the Committee to determine whether such payment or 

benefit would constitute an Excess Payment. 
I understand that any determination by the Committee as to whether or not, including the 

manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the 

Company to be in compliance with Section 111 of the EESA and/or the aforementioned laws, 

regulations or Limitations shall be final, conclusive and binding. I further understand that the 

Company is relying on this letter from me in connection with its participation in a Program. 

Intending to be legally bound, I have executed this Consent and Waiver 

as of this ____day of ________, ____. 

______________________

Name: 
ANNEX B-4

FORM OF WAIVER OF SENIOR OR SECTION 4.11 EMPLOYEES TO INVESTOR 

In consideration for the benefits I will receive as a result of the participation of GMAC 

Inc. (together with its subsidiaries and affiliates, the “Company”) in the United States 

Department of the Treasury’s Automotive Industry Financing Program and/or any other 

economic stabilization program implemented by the Department of the Treasury under the 

Emergency Economic Stabilization Act of 2008 (as amended, supplemented, or otherwise 

modified, the “EESA”) or any other related law or regulation thereunder in existence either prior 

to or subsequent to the date of this letter from me (any such program, including the Automotive 

Industry Financing Program, a “Program”), I hereby voluntarily waive any claim against the 

United States or my employer for any failure to pay or accrue any bonus or incentive 

compensation or other compensation as a result of compliance with any Program or related laws 

and regulations (whether or not in existence as of the date hereof), as implemented by any 

guidance or regulation thereunder, including the rules set forth in 31 CFR Part 30, or any other 

guidance or regulations under the EESA and the requirements of the Securities Purchase and 

Exchange Agreement by and among GMAC Inc., GMAC Capital Trust I and the United States 

Department of the Treasury entered into on or about December 30, 2009, as amended (the 

“Limitations”).

I acknowledge that the aforementioned laws, regulations and Limitations may require 

modification of the compensation, bonus, incentive and other benefit plans, arrangements, 

policies and agreements (including so-called “golden parachute” agreements), whether or not in 

writing, that I may have with the Company or in which I may participate as they relate to the 

period the United States holds any equity or debt securities of the Company acquired through a 

Program, including without limitation the Automotive Industry Financing Program, or for any 

other period applicable under such Program or Limitations, as the case may be. 

This waiver includes all claims I may have under the laws of the United States or any 

state (whether or not in existence as of the date hereof) related to the requirements imposed by 

the aforementioned laws, regulations and Limitations, including without limitation a claim for 

any compensation or other payments or benefits I would otherwise receive, any challenge to the 

process by which the aforementioned laws, regulations or Limitations are or were adopted and 

any tort or constitutional claim about the effect of these laws, regulations or Limitations on my 

employment relationship. 

Intending to be legally bound, I have executed this Waiver 

as of this ____day of ________, ____. 

______________________

Name: 
ANNEX B-5

FORM OF CONSENT AND WAIVER OF SENIOR OR SECTION 4.11 EMPLOYEES 

TO THE COMPANY 

In consideration for the benefits I will receive as a result of the participation of GMAC 

Inc. (together with its subsidiaries and affiliates, the “Company”) in the United States 

Department of the Treasury’s Automotive Industry Financing Program and/or any other 

economic stabilization program implemented by the Department of the Treasury under the 

Emergency Economic Stabilization Act of 2008 (as amended, supplemented, or otherwise 

modified, the “EESA”) or any other related law or regulation thereunder in existence either prior 

to or subsequent to the date of this letter from me (any such program, including the Automotive 

Industry Financing Program, a “Program”), I hereby voluntarily consent to and waive any claim 

against any of the Company, the Company’s Board of Directors (or similar governing body), any 

individual member of the Company’s Board of Directors (or similar governing body) and the 

Company’s officers, employees, representatives and agents for any failure to pay or accrue any 

bonus or incentive compensation or other compensation as a result of compliance with any 

Program or related laws and regulations (whether or not in existence as of the date hereof), as 

implemented by any guidance or regulation thereunder, including the rules set forth in 31 CFR 

Part 30, or any other guidance or regulations under the EESA and the requirements of the 

Securities Purchase and Exchange Agreement by and among GMAC Inc., GMAC Capital Trust I 

and the United States Department of the Treasury entered into on or about December 30, 2009, 

as amended (the “Limitations”).

I acknowledge that the aforementioned laws, regulations and Limitations may require 

modification of the compensation, bonus, incentive and other benefit plans, arrangements, 

policies and agreements (including so-called “golden parachute” agreements), whether or not in 

writing, that I may have with the Company or in which I may participate as they relate to the 

period the United States holds any equity or debt securities of the Company acquired through a 

Program, including without limitation the Automotive Industry Financing Program, or for any 

other period applicable under such Program or Limitations, as the case may be. 

This waiver includes all claims I may have under the laws of the United States or any 

state (whether or not in existence as of the date hereof) related to the requirements imposed by 

the aforementioned laws, regulations and Limitations, including without limitation a claim for 

any compensation or other payments or benefits I would otherwise receive, any challenge to the 

process by which the aforementioned laws, regulations or Limitations are or were adopted and 

any tort or constitutional claim about the effect of these laws, regulations or Limitations on my 

employment relationship. 

I agree that, in the event and to the extent that the Compensation Committee of the Board 

of Directors of the Company or similar governing body (the “Committee”) reasonably 

determines that any compensatory payment and benefit provided to me would cause the 

Company to fail to be in compliance with the terms and conditions of any laws, regulations or 

the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the 

Company, I shall promptly repay such Excess Payment to the Company. In addition, I agree that 

the Company shall have the right to postpone any such payment or benefit for a reasonable 
period of time to enable the Committee to determine whether such payment or benefit would 

constitute an Excess Payment. 

I understand that any determination by the Committee as to whether or not, including the 

manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the 

Company to be in compliance with Section 111 of the EESA and/or the aforementioned laws, 

regulations or Limitations shall be final, conclusive and binding. I further understand that the 

Company is relying on this letter from me in connection with its participation in a Program. 

Intending to be legally bound, I have executed this Consent and Waiver 

as of this ____day of ________, ____. 

______________________

Name: 
ANNEX C-1 

[FORM OF COMPANY COUNSEL OPINION

(a) The Company and each Significant Subsidiary has been duly formed and is 

validly existing as a corporation in good standing under the laws of the state of its formation. 

(b) The shares of Series F-2 Preferred Stock have been duly and validly authorized, 

and, when issued and delivered pursuant to the Purchase Agreement, the shares of Series F-2 

Preferred Stock will be duly and validly issued, will not be issued in violation of any preemptive 

rights (except that the Series F-2 Preferred Stock shall and are required to be offered to the 

holders of the Company’s Common Stock in accordance with Section 3.1 of the Securities 

Purchase Agreement in accordance with the Company’s Bylaws), and will rank pari passu with

or senior to all other series or classes of preferred stock of the Company issued on the Closing 

Date with respect to the payment of dividends and the distribution of assets in the event of any 

dissolution, liquidation or winding up of the Company. 

(c) The Warrants have been duly authorized and, when executed and delivered as 

contemplated by the Purchase Agreement, will constitute a valid and legally binding obligation 

of the Company enforceable against Company in accordance with their terms, except as the same 

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws 

affecting the enforcement of creditors’ rights generally and general equitable principles, 

regardless of whether such enforceability is considered in a proceeding at law or in equity. 

(d) The shares of Common Stock issuable upon conversion of the Series F-2 

Preferred Stock have been duly authorized and reserved for issuance upon conversion of the 

Series F-2 Preferred Stock and when so issued pursuant to the terms of the Series F-2 Preferred 

Stock will be duly and validly issued and will not be issued in violation of any preemptive rights. 

(e) The Company has the requisite power and authority to execute and deliver the 

Purchase Agreement and to carry out its obligations thereunder (which includes the issuance of 

the Series F-2 Preferred Stock and the Common Stock underlying the Series F-2 Preferred 

Stock).

(f) The Company has the requisite power and authority to execute and deliver the 

Warrants and to carry out its obligations thereunder (which includes the sale of the Warrants and 

the Trust Preferred Securities and the Series F-2 Preferred Stock underlying the Warrants). 

(g) The execution, delivery and performance of the Operative 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 of the 

Company, the charter and bylaws of any Significant Subsidiary, the Declaration or the 

Certificate of Trust 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 and 

encumbrance upon any assets or properties of the Company or any Significant Subsidiary under, 

(A) any agreement, indenture, mortgage or instrument 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. 

(h) the Purchase Agreement has been duly authorized, executed and delivered by the 

Company; 

(i) the Declaration has been duly authorized, executed and delivered by the Company 

and duly executed and delivered by the Administrative Trustees; 

(j) each of the Guarantee and the Indenture has been duly authorized, executed and 

delivered by the Company and, assuming it has been duly authorized, executed and delivered by 

the Guarantee Trustee and the Indenture Trustee, respectively, 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;

(k) the Debentures have been duly authorized and executed by the Company and 

delivered to the Indenture Trustee for authentication in accordance with the Indenture and, when 

authenticated in accordance with the provisions of the Indenture and delivered to the Trust 

against payment therefor, will constitute legal, valid and binding obligations of the Company 

entitled to the benefits of the 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;

(l) no consent, approval, authorization or order of any court or governmental 

authority is required for the issuance and sale of the Common Securities, the Trust Preferred 

Securities or the Debentures, the execution and delivery of and compliance with the Operative 

Documents by the Company or the consummation of the transactions contemplated by the 

Operative Documents, except such approvals (specified in such opinion) as have been obtained; 

(m) 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 Issuer Trust or the Company or any Company 

Subsidiary that could adversely affect the consummation of the transactions contemplated by the 

Operative Documents or could have a Material Adverse Effect; 

(n) the Company is duly registered as a bank holding company under the Bank

Holding Company Act and the regulations thereunder of the Federal Reserve Board, and the 

deposit accounts of the Company’s banking subsidiary are insured by the FDIC to the fullest 

extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the 

termination of such insurance are pending or, to such counsel’s knowledge, threatened; 
(o) the Company is not and, immediately following consummation of the transactions 

contemplated hereby and the application of the net proceeds therefrom, the Company will not be, 

an “investment company” or an entity “controlled” by an “investment company”; the Issuer 

Trust is not, and, following the issuance of the Trust Preferred Securities and the consummation 

of the transactions contemplated by the Operative Documents and the application of the proceeds 

therefrom, the Issuer Trust will not be, an “investment company” or an entity “controlled” by an 

“investment company,” in each case within the meaning of the Investment Company Act. 

(p) assuming (a) the accuracy of the representations and warranties, and compliance 

with the agreements contained in the Purchase Agreement and (b) that the Purchased Securities 

are sold in a manner contemplated by, and in accordance with the Purchase Agreement and the 

Declaration, it is not necessary in connection with (w) the offer, sale and delivery of the Trust 

Preferred Securities by the Issuer Trust to the Investor, (x) the offer, sale and delivery of the 

Trust Preferred Securities by the Issuer Trust to the Company, (y) the offer, sale and delivery of 

the Series F-2 Preferred Stock by the Company to the Investor, and (z) the offer, sale and 

delivery of the Warrants by the Company to the Investor, to register any of the Securities under 

the Securities Act or to require qualification of the Indenture under the Trust Indenture Act of 

1939, as amended. 

(q) The Purchase Agreement is a valid and binding obligation of the Company and 

the Issuer Trust enforceable against the Company and the Issuer Trust in accordance with its 

terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, 

moratorium or similar laws affecting the enforcement of creditors’ rights generally and general 

equitable principles, regardless of whether such enforceability is considered in a proceeding at 

law or in equity; provided, however, such counsel need express no opinion with respect to 

Section 4.5(g) or the severability provisions of the Purchase Agreement insofar as Section 4.5(g) 

is concerned. 
ANNEX C-2 

FORM OF TAX COUNSEL OPINION

(i) the Issuer Trust will be classified for United States federal income tax purposes as 

a grantor trust and not as an association or a publicly traded partnership taxable as a corporation; 

and

(ii) for United States federal income tax purposes, the Debentures will constitute 

indebtedness of the Company.
ANNEX C-3

FORM OF DELAWARE COUNSEL TRUST OPINION

(i) The Issuer Trust has been duly created 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 Declaration, the Issuer Trust has 

the power and authority (a) to own its properties (including, without limitation, purchasing and 

holding the Debentures) and conduct its business, (b) to execute, deliver and perform its 

obligations under each of the Agreements to which it is a party, and (c) to issue and perform its 

obligations under the Trust Preferred Securities and the Common Securities, all as described in 

the Declaration. 

(iii) The Declaration constitutes a valid and binding obligation of the Company and 

the Issuer Trustees, enforceable against the Company and the Issuer Trustees in accordance with 

its terms. 

(iv) Under the Delaware Statutory Trust Act and the Declaration, (a) the execution 

and delivery by the Issuer Trust of the Agreements to which it is a party, and the performance by 

the Issuer Trust of its obligations thereunder, have been duly authorized by all necessary trust 

action on the part of the Issuer Trust, and (b) the Company has the authority to execute and 

deliver the Purchase Agreement on behalf of the Issuer Trust. 

(v) The 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 Declaration and is an acceptable form of certificate to evidence ownership of the 

applicable Trust Preferred Securities, (b) have been duly authorized by the Declaration, and (c) 

once duly and validly issued in accordance with the Declaration and delivered to and paid for 

pursuant to the Purchase Agreement, will represent valid and fully paid and, subject to the 

qualifications set forth in paragraph (viii) below, non-assessable undivided beneficial interests in 

the assets of the Issuer Trust and will entitle the holders of the Trust Preferred Securities (each, a 

“Preferred Securityholder” and collectively, the “Preferred Securityholders”) to the benefits of 

the Declaration. 

(vi) The Common Securities (a) have been duly authorized by the Declaration, and (b) 

once duly and validly issued in accordance with the Declaration, will represent valid and fully 

paid undivided beneficial interests in the assets of the Issuer Trust. 

(vii) 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 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 Declaration. 

(viii) Under the Delaware Statutory Trust Act and the Declaration, the issuance of the 

Trust Preferred Securities is not subject to preemptive rights. 

(ix) No authorization, approval or other action by, and no notice to or filing with, any 

governmental authority or regulatory agency of the State of Delaware is required for the issuance 

and sale of the Trust Preferred Securities or the consummation by the Issuer Trust of the 

transactions contemplated by the Agreements to which it is a party other than the filing of the 

Certificate of Trust. 

(x) The (a) issuance and sale by the Issuer Trust of the Trust Preferred Securities and 

the Common Securities and (b) execution, delivery and performance by the Issuer Trust of the 

Agreements to which it is a party and the consummation of the transactions contemplated 

thereunder, do not conflict with or result in a breach or violation of any of the terms or 

provisions of the Certificate of Trust or the Declaration or any law, rule or regulation of the State 

of Delaware applicable to the Issuer Trust. 
ANNEX C-4 

FORM OF DELAWARE TRUSTEE COUNSEL OPINION

(i) BNY Mellon Trust of Delaware is a 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 Declaration (including to act as the Delaware Trustee thereunder). 

(ii) The Declaration has been duly authorized, executed and delivered by BNY 

Mellon Trust of Delaware. 

(iii) Neither the execution and delivery of the 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 certificate of incorporation 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 

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, except for the filing of the Certificate of Trust with 

the Secretary of State. 
ANNEX C-5 

FORM OF THE INSTITUTIONAL TRUSTEE, THE GUARANTEE TRUSTEE AND 

THE INDENTURE TRUSTEE COUNSEL OPINION

(i) The Bank of New York Mellon is a banking corporation duly incorporated, 

validly existing and in good standing under the laws of the State of New York and has the 

necessary power and authority to execute, deliver and perform its obligations under the 

Agreements to which it is a party. 

(ii) Each of the Agreements to which The Bank of New York Mellon is a party has 

been duly executed and delivered by The Bank of New York Mellon.

(iii) The execution and delivery by The Bank of New York Mellon of the Agreements 

to which it is a party and the performance by The Bank of New York Mellon of its obligations 

thereunder have been duly authorized by all necessary action of The Bank of New York Mellon 

and do not conflict with or result in a violation of (i) the Articles or the By-laws, (ii) any existing 

law, rule or regulation of the State of Delaware applicable to the banking or trust powers of The 

Bank of New York Mellon, or (iii) any existing law, rule or regulation of the United States of 

America applicable to the banking or trust activities conducted by The Bank of New York 

Mellon.

(iv) Neither the execution or delivery by The Bank of New York Mellon of the 

Agreements to which it is a party, nor the compliance by The Bank of New York Mellon with 

the terms thereof, nor the consummation by The Bank of New York Mellon 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 (i) any governmental or 

regulatory authority or agency under the laws of the State of Delaware having jurisdiction over 

the banking or trust powers The Bank of New York Mellon, or (ii) any governmental or 

regulatory authority or agency of the United States of America having jurisdiction over the 

banking or trust activities conducted by The Bank of New York Mellon. 

(v) The Debentures and the Trust Preferred Securities have been duly authenticated 

and delivered by The Bank of New York Mellon.] 
ANNEX D 

FORM OF TRUST PREFERRED WARRANT

[SEE ATTACHED] 
W/1571320

WARRANT TO PURCHASE TRUST PREFERRED SECURITIES 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR 

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT 

RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE 

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION 

UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE 

RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES 

PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE 

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE 

SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID 

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID 

AGREEMENT WILL BE VOID. 

WARRANT

to purchase 

_____________

Trust Preferred Securities Issued by GMAC Capital Trust I from GMAC Inc. 

 Issue Date: December 30, 2009 

1. Definitions. Unless the context otherwise requires, when used herein the 

following terms shall have the meanings indicated. 

“Board of Directors” means the board of directors of the Company, including any duly 

authorized committee thereof. 

“business day” means any day except Saturday, Sunday and any day on which banking 

institutions in the State of New York generally are authorized or required by law or other 

governmental actions to close. 

 “Charter” means, with respect to any Person, its certificate or articles of incorporation, 

articles of association, or similar organizational document. 

“Company” means the Person whose name, corporate or other organizational form and 

jurisdiction of organization is set forth in Item 1 of Schedule A hereto. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any 

successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” means the amount set forth in Item 2 of Schedule A hereto. 

“Expiration Time” has the meaning set forth in Section 3. 
“Issue Date” means the date set forth in Item 3 of Schedule A hereto. 

“Liquidation Preference” means the amount set forth in Item 4 of Schedule A hereto. 

“Original Warrantholder” means the United States Department of the Treasury. Any 

actions specified to be taken by the Original Warrantholder hereunder may only be taken by such 

Person and not by any other Warrantholder. 

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used 

in Sections 13(d)(3) and 14(d)(2) of the Exchange Act. 

“Purchase Agreement” means the Securities Purchase Agreement – Standard Terms 

incorporated into the Letter Agreement, dated as of the date set forth in Item 6 of Schedule A 

hereto, as amended from time to time, between the Company, the Trust and the United States 

Department of the Treasury (the “Letter Agreement”), including all annexes and schedules 

thereto.

“Regulatory Approvals” with respect to the Warrantholder, means, to the extent 

applicable and required to permit the Warrantholder to exercise this Warrant for Trust Preferred 

Securities and to own such Trust Preferred Securities without the Warrantholder being in 

violation of applicable law, rule or regulation, the receipt of any necessary approvals and 

authorizations of, filings and registrations with, notifications to, or expiration or termination of 

any applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 

as amended, and the rules and regulations thereunder. 

“SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, 

and the rules and regulations promulgated thereunder. 

“Trust” means GMAC Capital Trust I. 

“Trust Preferred Securities” means the trust preferred securities of GMAC Capital Trust 

I set forth in Item 5 of Schedule A hereto. 

“Units” has the meaning set forth in Section 2. 

“Warrant” means this Warrant, issued pursuant to the Purchase Agreement. 

“Warrantholder” has the meaning set forth in Section 2. 

2. Number of Units; Exercise Price. This certifies that, for value received, the United 

States Department of the Treasury or its permitted assigns (the “Warrantholder”) is entitled, 

upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, 

in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up to an 

aggregate of the number of fully paid and nonassessable trust preferred securities issued by 

GMAC Capital Trust I set forth in Item 7 of Schedule A hereto (the “Units”), at a purchase price 

per trust preferred security equal to the Exercise Price. 
3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by 

applicable laws and regulations, the right to purchase the Units represented by this Warrant is 

exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the 

execution and delivery of this Warrant by the Company on the date hereof, but in no event later 

than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration 

Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly 

completed and executed on behalf of the Warrantholder, at the principal executive office of the 

Company located at the address set forth in Item 8 of Schedule A hereto (or such other office or 

agency of the Company in the United States as it may designate by notice in writing to the 

Warrantholder at the address of the Warrantholder appearing on the books of the Company), and 

(B) payment of the Exercise Price for the Units thereby purchased, by having the Company 

withhold, from the Trust Preferred Securities that would otherwise be delivered to the 

Warrantholder upon such exercise, Trust Preferred Securities eligible for purchase by the 

Warrantholder upon exercise of the Warrant with an aggregate Liquidation Preference equal in 

value to the aggregate Exercise Price as to which this Warrant is so exercised. 

If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will 

be entitled to receive from the Company within a reasonable time, and in any event not 

exceeding three business days, a new warrant in substantially identical form for the purchase of 

that number of Units equal to the difference between the number of Units subject to this Warrant 

and the number of Units as to which this Warrant is so exercised. Notwithstanding anything in 

this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise 

of this Warrant for Units is subject to the condition that the Warrantholder will have first 

received any applicable Regulatory Approvals.

4. Issuance of Units; Authorization. Certificates for Units sold to the Warrantholder 

upon exercise of this Warrant will be issued in such name or names as the Warrantholder may 

designate and will be delivered to such named Person or Persons within a reasonable time, not to 

exceed three business days after the date on which this Warrant has been duly exercised in 

accordance with the terms of this Warrant. The Company hereby represents and warrants that 

any Units sold to the Warrantholder upon the exercise of this Warrant in accordance with the 

provisions of Section 3 will be duly and validly authorized and issued, fully paid and 

nonassessable and free from all taxes, liens and charges (other than liens or charges created by 

the Warrantholder, income and franchise taxes incurred in connection with the exercise of the 

Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The 

Company agrees that such Units will be deemed to have been sold to the Warrantholder as of the 

close of business on the date on which this Warrant and payment of the Exercise Price are 

delivered to the Company in accordance with the terms of this Warrant, notwithstanding that the 

stock transfer books of the Trust may then be closed or certificates representing such Units may 

not be actually delivered on such date. The Company will at all times retain ownership of and 

keep available, solely for the purpose of providing for the exercise of this Warrant, the aggregate 

number of Units for which this Warrant may be exercised at any time. The Company will use 

reasonable best efforts to ensure that the Units may be sold to the Warrantholder without 

violation of any applicable law or regulation or of any requirement of any securities exchange on 

which the Units are listed or traded.
5. No Rights as Holders; Transfer Books. This Warrant does not entitle the 

Warrantholder to any voting or other rights as a holder of Trust Preferred Securities, prior to the 

date of exercise hereof.

6. Charges, Taxes and Expenses. Issuance of certificates for Units to the 

Warrantholder upon the exercise of this Warrant shall be made without charge to the 

Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance 

of such certificates, all of which taxes and expenses shall be paid by the Company. 

7. Transfer/Assignment.

(A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights 

hereunder are transferable, in whole or in part, upon the books of the Company by the registered 

holder hereof in person or by duly authorized attorney, and a new warrant shall be made and 

delivered by the Company, of the same tenor and date as this Warrant but registered in the name 

of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency 

of the Company described in Section 3. All expenses (other than stock transfer taxes) and other 

charges payable in connection with the preparation, execution and delivery of the new warrants 

pursuant to this Section 7 shall be paid by the Company.

(B) The transfer of the Warrant and the Units issued upon exercise of the Warrant are 

subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as 

required by the Purchase Agreement, this Warrant shall contain the legends as set forth in 

Section 4.2(a) of the Purchase Agreement. 

8. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the 

surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like 

tenor and representing the right to purchase the same aggregate number of Units. The Company 

shall maintain a registry showing the name and address of the Warrantholder as the registered 

holder of this Warrant. This Warrant may be surrendered for exchange or exercise in accordance 

with its terms, at the office of the Company, and the Company shall be entitled to rely in all 

respects, prior to written notice to the contrary, upon such registry.

9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company 

of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this 

Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity 

or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon 

surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such 

lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the 

right to purchase the same aggregate number of Units provided for in such lost, stolen, destroyed 

or mutilated Warrant. 

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of 

any action or the expiration of any right required or granted herein shall not be a business day, 

then such action may be taken or such right may be exercised on the next succeeding day that is 

a business day.
11. Rule 144 Information. The Company covenants that it will use its reasonable best 

efforts to timely file (or cause to be timely filed) all reports and other documents required to be 

filed by it or the Trust under the Securities Act and the Exchange Act and the rules and 

regulations promulgated by the SEC thereunder (or, if the Company or the Trust is not required 

to file such reports, it will, upon the request of any Warrantholder, make publicly available such 

information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it 

will use reasonable best efforts to take such further action as any Warrantholder may reasonably 

request, in each case to the extent required from time to time to enable such holder to, if 

permitted by the terms of this Warrant and the Purchase Agreement, sell this Warrant without 

registration under the Securities Act within the limitation of the exemptions provided by (A) 

Rule 144 under the Securities Act, as such rule may be amended from time to time, or (B) any 

successor rule or regulation hereafter adopted by the SEC. Upon the written request of any 

Warrantholder, the Company will deliver to such Warrantholder a written statement that it has 

complied with such requirements. 

12. RESERVED. 

13. No Impairment. The Company will not, by amendment of its certificate of 

incorporation or through any reorganization, transfer of assets, consolidation, merger, 

dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the 

observance or performance of any of the terms to be observed or performed hereunder by the 

Company, but will at all times in good faith assist in the carrying out of all the provisions of this 

Warrant and in taking of all such action as may be necessary or appropriate in order to protect 

the rights of the Warrantholder. 

14. Governing Law. This Warrant will be governed by 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 laws of the State of New York applicable to contracts made and 

to be performed entirely within such State. Each of the Company and the Warrantholder agrees 

(a) to submit to the exclusive jurisdiction and venue of the United States District Court for the 

District of Columbia for any civil action, suit or proceeding arising out of or relating to this 

Warrant or the transactions contemplated hereby, and (b) that notice may be served upon the 

Company at the address in Section 17 below and upon the Warrantholder at the address for the 

Warrantholder set forth in the registry maintained by the Company pursuant to Section 8 hereof. 

To the extent permitted by applicable law, each of the Company and the Warrantholder hereby 

unconditionally waives trial by jury in any civil legal action or proceeding relating to the 

Warrant or the transactions contemplated hereby or thereby. 

15. Binding Effect. This Warrant shall be binding upon any successors or assigns of 

the Company. 

16. Amendments. This Warrant may be amended and the observance of any term of 

this Warrant may be waived only with the written consent of the Company and the 

Warrantholder.

17. Notices. Any notice, request, instruction or other document to be given hereunder 

by any party to the other will be in writing and will be deemed to have been duly given (a) on the 
date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on 

the second business day following the date of dispatch if delivered by a recognized next day 

courier service. All notices hereunder shall be delivered as set forth in Item 9 of Schedule A 

hereto, or pursuant to such other instructions as may be designated in writing by the party to 

receive such notice. 

18. Entire Agreement. This Warrant, the forms attached hereto and Schedule A hereto 

(the terms of which are incorporated by reference herein), and the Letter Agreement (including 

all documents incorporated therein), contain the entire agreement between the parties with 

respect to the subject matter hereof and supersede all prior and contemporaneous arrangements 

or undertakings with respect thereto.

[Remainder of page intentionally left blank] 
[Form of Notice of Exercise] 

Date: _________ 

TO: GMAC INC.

RE: Election to Purchase Trust Preferred Securities of GMAC Capital Trust I 

 The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby 

agrees to purchase the number of Trust Preferred Securities set forth below covered by such 

Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the 

aggregate Exercise Price for such Trust Preferred Securities by having the Company withhold 

Trust Preferred Securities in the manner set forth in Section 3(B) of the Warrant. A new warrant 

evidencing the remaining Trust Preferred Securities covered by such Warrant, but not yet 

subscribed for and purchased, if any, should be issued in the name set forth below. 

Number of Trust Preferred Securities ____________________________ 

Aggregate Exercise Price: _____________________________ 

Holder:_____________________

By:________________________

Name:______________________ 

Title:_______________________ 
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly 

authorized officer. 

Dated: December ____, 2009 

 COMPANY: GMAC INC. 

 By: ___________________ 

 Name: 

 Title: 

 Attest: 

 By: ___________________ 

 Name: 

 Title: 

[Signature Page to Warrant] 
ANNEX E 

FORM OF SERIES F-2 WARRANT

[SEE ATTACHED] 
W/1571321v1

WARRANT TO PURCHASE PREFERRED STOCK 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR 

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT 

RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE 

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION 

UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE 

RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES 

PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE 

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE 

SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID 

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID 

AGREEMENT WILL BE VOID. 

WARRANT

to purchase 

______________

Shares of Mandatorily Convertible Preferred Stock of GMAC Inc. 

 Issue Date: December 30, 2009 

1. Definitions. Unless the context otherwise requires, when used herein the 

following terms shall have the meanings indicated. 

“Board of Directors” means the board of directors of the Company, including any duly 

authorized committee thereof. 

“business day” means any day except Saturday, Sunday and any day on which banking 

institutions in the State of New York generally are authorized or required by law or other 

governmental actions to close. 

 “Charter” means, with respect to any Person, its certificate or articles of incorporation, 

articles of association, or similar organizational document. 

“Company” means the Person whose name, corporate or other organizational form and 

jurisdiction of organization is set forth in Item 1 of Schedule A hereto. 

“Convertible Preferred Stock” means the shares of mandatorily convertible preferred 

stock set forth in Item 5 of Schedule A hereto. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any 

successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” means the amount set forth in Item 2 of Schedule A hereto. 
“Expiration Time” has the meaning set forth in Section 3. 

“Issue Date” means the date set forth in Item 3 of Schedule A hereto. 

“Original Warrantholder” means the United States Department of the Treasury. Any 

actions specified to be taken by the Original Warrantholder hereunder may only be taken by such 

Person and not by any other Warrantholder. 

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used 

in Sections 13(d)(3) and 14(d)(2) of the Exchange Act. 

“Purchase Agreement” means the Securities Purchase and Exchange Agreement, dated as 

of the date set forth in Item 6 of Schedule A hereto, as amended from time to time, between the 

Company, GMAC Capital Trust I and the United States Department of the Treasury, including 

all annexes and schedules thereto.

“Regulatory Approvals” with respect to the Warrantholder, means, to the extent 

applicable and required to permit the Warrantholder to exercise this Warrant for Convertible 

Preferred Stock and to own such Convertible Preferred Stock without the Warrantholder being in 

violation of applicable law, rule or regulation, the receipt of any necessary approvals and 

authorizations of, filings and registrations with, notifications to, or expiration or termination of 

any applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 

as amended, and the rules and regulations thereunder. 

“SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, 

and the rules and regulations promulgated thereunder. 

“Shares” has the meaning set forth in Section 2.

“Warrant” means this Warrant, issued pursuant to the Purchase Agreement. 

“Warrantholder” has the meaning set forth in Section 2. 

2. Number of Shares; Exercise Price. This certifies that, for value received, the 

United States Department of the Treasury or its permitted assigns (the “Warrantholder”) is 

entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the 

Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up 

to an aggregate of the number of fully paid and nonassessable shares of mandatorily convertible 

preferred stock set forth in Item 7 of Schedule A hereto (the “Shares”), at a purchase price per 

share equal to the Exercise Price. 

3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by 

applicable laws and regulations, the right to purchase the Shares represented by this Warrant is 

exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the 

execution and delivery of this Warrant by the Company on the date hereof, but in no event later 

than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration 
Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly 

completed and executed on behalf of the Warrantholder, at the principal executive office of the 

Company located at the address set forth in Item 8 of Schedule A hereto (or such other office or 

agency of the Company in the United States as it may designate by notice in writing to the 

Warrantholder at the address of the Warrantholder appearing on the books of the Company), and 

(B) payment of the Exercise Price for the Shares thereby purchased, by having the Company 

withhold, from the shares of Convertible Preferred Stock that would otherwise be delivered to 

the Warrantholder upon such exercise, shares of Convertible Preferred Stock issuable upon 

exercise of the Warrant with an aggregate liquidation amount equal in value to the aggregate 

Exercise Price as to which this Warrant is so exercised. 

If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will 

be entitled to receive from the Company within a reasonable time, and in any event not 

exceeding three business days, a new warrant in substantially identical form for the purchase of 

that number of Shares equal to the difference between the number of Shares subject to this 

Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding 

anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that 

its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have 

first received any applicable Regulatory Approvals.

4. Issuance of Shares; Authorization. Certificates for Shares issued upon exercise of 

this Warrant will be issued in such name or names as the Warrantholder may designate and will 

be delivered to such named Person or Persons within a reasonable time, not to exceed three 

business days after the date on which this Warrant has been duly exercised in accordance with 

the terms of this Warrant. The Company hereby represents and warrants that any Shares issued 

upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and 

validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and 

charges (other than liens or charges created by the Warrantholder, income and franchise taxes 

incurred in connection with the exercise of the Warrant or taxes in respect of any transfer 

occurring contemporaneously therewith). The Company agrees that the Shares so issued will be 

deemed to have been issued to the Warrantholder as of the close of business on the date on which 

this Warrant and payment of the Exercise Price are delivered to the Company in accordance with 

the terms of this Warrant, notwithstanding that the stock transfer books of the Company may 

then be closed or certificates representing such Shares may not be actually delivered on such 

date. The Company will at all times reserve and keep available, out of its authorized but unissued 

capital stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate 

number of shares of Convertible Preferred Stock then issuable upon exercise of this Warrant at 

any time. The Company will use reasonable best efforts to ensure that the Shares may be issued 

without violation of any applicable law or regulation or of any requirement of any securities 

exchange on which the Shares are listed or traded. 

5. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the 

Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the 

date of exercise hereof. The Company will at no time close its transfer books against transfer of 

this Warrant in any manner which interferes with the timely exercise of this Warrant. 
6. Charges, Taxes and Expenses. Issuance of certificates for Shares to the 

Warrantholder upon the exercise of this Warrant shall be made without charge to the 

Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance 

of such certificates, all of which taxes and expenses shall be paid by the Company. 

7. Transfer/Assignment.

(A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights 

hereunder are transferable, in whole or in part, upon the books of the Company by the registered 

holder hereof in person or by duly authorized attorney, and a new warrant shall be made and 

delivered by the Company, of the same tenor and date as this Warrant but registered in the name 

of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency 

of the Company described in Section 3. All expenses (other than stock transfer taxes) and other 

charges payable in connection with the preparation, execution and delivery of the new warrants 

pursuant to this Section 7 shall be paid by the Company.

(B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are 

subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as 

required by the Purchase Agreement, this Warrant shall contain the legends as set forth in 

Section 4.2(a) of the Purchase Agreement. 

8. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the 

surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like 

tenor and representing the right to purchase the same aggregate number of Shares. The Company 

shall maintain a registry showing the name and address of the Warrantholder as the registered 

holder of this Warrant. This Warrant may be surrendered for exchange or exercise in accordance 

with its terms, at the office of the Company, and the Company shall be entitled to rely in all 

respects, prior to written notice to the contrary, upon such registry.

9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company 

of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this 

Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity 

or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon 

surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such 

lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the 

right to purchase the same aggregate number of Shares provided for in such lost, stolen, 

destroyed or mutilated Warrant. 

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of 

any action or the expiration of any right required or granted herein shall not be a business day, 

then such action may be taken or such right may be exercised on the next succeeding day that is 

a business day.

11. Rule 144 Information. The Company covenants that it will use its reasonable best 

efforts to timely file all reports and other documents required to be filed by it under the 

Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC 

thereunder (or, if the Company is not required to file such reports, it will, upon the request of any 
Warrantholder, make publicly available such information as necessary to permit sales pursuant to 

Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further 

action as any Warrantholder may reasonably request, in each case to the extent required from 

time to time to enable such holder to, if permitted by the terms of this Warrant and the Purchase 

Agreement, sell this Warrant without registration under the Securities Act within the limitation 

of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be 

amended from time to time, or (B) any successor rule or regulation hereafter adopted by the 

SEC. Upon the written request of any Warrantholder, the Company will deliver to such 

Warrantholder a written statement that it has complied with such requirements. 

12. Adjustments and Other Rights. For so long as the Original Warrantholder holds 

this Warrant or any portion thereof, if any event occurs that, in the good faith judgment of the 

Board of Directors of the Company, would require adjustment of the Exercise Price or number of 

Shares into which this Warrant is exercisable in order to fairly and adequately protect the 

purchase rights of the Warrants in accordance with the essential intent and principles of the 

Purchase Agreement and this Warrant, then the Board of Directors shall make such adjustments 

in the application of such provisions, in accordance with such essential intent and principles, as 

shall be reasonably necessary, in the good faith opinion of the Board of Directors, to protect such 

purchase rights as aforesaid. 

Whenever the Exercise Price or the number of Shares into which this Warrant is 

exercisable shall be adjusted as provided in this Section 12, the Company shall forthwith file at 

the principal office of the Company a statement showing in reasonable detail the facts requiring 

such adjustment and the Exercise Price that shall be in effect and the number of Shares into 

which this Warrant shall be exercisable after such adjustment, and the Company shall also cause 

a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at 

the address appearing in the Company’s records. 

13. No Impairment. The Company will not, by amendment of its certificate of 

incorporation or through any reorganization, transfer of assets, consolidation, merger, 

dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the 

observance or performance of any of the terms to be observed or performed hereunder by the 

Company, but will at all times in good faith assist in the carrying out of all the provisions of this 

Warrant and in taking of all such action as may be necessary or appropriate in order to protect 

the rights of the Warrantholder. 

14. Governing Law. This Warrant will be governed by 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 laws of the State of New York applicable to contracts made and 

to be performed entirely within such State. Each of the Company and the Warrantholder agrees 

(a) to submit to the exclusive jurisdiction and venue of the United States District Court for the 

District of Columbia for any civil action, suit or proceeding arising out of or relating to this 

Warrant or the transactions contemplated hereby, and (b) that notice may be served upon the 

Company at the address in Section 17 below and upon the Warrantholder at the address for the 

Warrantholder set forth in the registry maintained by the Company pursuant to Section 8 hereof. 

To the extent permitted by applicable law, each of the Company and the Warrantholder hereby 
unconditionally waives trial by jury in any civil legal action or proceeding relating to the 

Warrant or the transactions contemplated hereby or thereby. 

15. Binding Effect. This Warrant shall be binding upon any successors or assigns of 

the Company. 

16. Amendments. This Warrant may be amended and the observance of any term of 

this Warrant may be waived only with the written consent of the Company and the 

Warrantholder.

17. Notices. Any notice, request, instruction or other document to be given hereunder 

by any party to the other will be in writing and will be deemed to have been duly given (a) on the 

date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on 

the second business day following the date of dispatch if delivered by a recognized next day 

courier service. All notices hereunder shall be delivered as set forth in Item 9 of Schedule A 

hereto, or pursuant to such other instructions as may be designated in writing by the party to 

receive such notice. 

18. Entire Agreement. This Warrant, the forms attached hereto and Schedule A hereto 

(the terms of which are incorporated by reference herein), and the Purchase Agreement 

(including all documents incorporated therein), contain the entire agreement between the parties 

with respect to the subject matter hereof and supersede all prior and contemporaneous 

arrangements or undertakings with respect thereto. 

[Remainder of page intentionally left blank] 
[Form of Notice of Exercise] 

Date: _________ 

TO: GMAC INC.

RE: Election to Purchase Convertible Preferred Stock 

 The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby 

agrees to subscribe for and purchase the number of Convertible Preferred Shares set forth below 

covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby 

agrees to pay the aggregate Exercise Price for such Convertible Preferred Shares in the manner 

set forth in Section 3(B) of the Warrant. A new warrant evidencing the remaining Convertible 

Preferred Shares covered by such Warrant, but not yet subscribed for and purchased, if any, 

should be issued in the name set forth below. 

Number of Convertible Preferred Shares ____________________________ 

Aggregate Exercise Price: _____________________________ 

Holder:_____________________

By:________________________

Name:______________________ 

Title:_______________________ 
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly 

authorized officer. 

Dated: December __, 2009 

 COMPANY: GMAC INC. 

 By: ___________________ 

 Name: 

 Title: 

 Attest: 

 By: ___________________ 

 Name: 

 Title: 

[Signature Page to Warrant] 
Document1

[SCHEDULES REDACTED] 





W/1600058v1

AMENDMENT NO. 2

______________

This AMENDMENT NO. 2 (this “Amendment”), dated as of March 15, 2010, to the

Securities Purchase and Exchange Agreement, by and among the United States Department of

the Treasury (“Treasury”), GMAC Capital Trust I (the “Trust”), and GMAC Inc., a Delaware

corporation (“GMAC”), dated as of December 30, 2009, as amended on January 29, 2010 (the

“Agreement”) .

WHEREAS, Section 5.3 of the Agreement provides for the amendment of the Agreement

in accordance with the terms set forth therein; and

WHEREAS, the parties hereto desire to further amend the Agreement as set forth below;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and

agreements set forth herein and for good and valuable consideration, the receipt and adequacy of

which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do

hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions; References. Unless otherwise specifically defined herein,

each term used herein shall have the meaning assigned to such term in the Agreement. Each

reference to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” shall, from and

after the date hereof, refer to the Agreement as amended by this Amendment.

ARTICLE II

AMENDMENTS TO AGREEMENT

Section 2.1 Amendments to Agreement. The Agreement shall be amended as follows:

(a) Section 4.5(a)(i) of the Agreement is hereby amended by striking the

reference to “March 15, 2010” in the first sentence thereof and replacing it

with “by March 22, 2010.”
2

ARTICLE III

MISCELLANEOUS

Section 3.1 No Further Amendment. Except as expressly amended hereby, the

Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions

thereof shall remain in full force and effect. This Amendment is limited precisely as written and

shall not be deemed to be an amendment to any other term or condition of the Agreement or any

of the documents referred to therein.

Section 3.2 Effect of Amendment. This Amendment shall form a part of the

Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and

after the execution of this Amendment by the parties hereto, any reference to the Agreement

shall be deemed a reference to the Agreement as amended hereby.

Section 3.3 Governing Law. Section 5.5 of the Agreement shall apply to this

Amendment mutatis mutandis.

Section 3.4 Separability Clause. Section 5.9 of the Agreement shall apply to this

Amendment mutatis mutandis.

Section 3.5 Counterparts. This Amendment may be simultaneously executed in one or

more counterparts, and all such counterparts executed and delivered, each as an original, shall

constitute one and the same instrument.

Section 3.6 Headings. The descriptive headings of the several Articles of this

Amendment were formulated, used and inserted in this Amendment for convenience only and

shall not be deemed to affect the meaning or construction of any of the provisions hereof.

[Signature Page Follows]



1

EXECUTION COPY 

AMENDMENT NO. 3 

______________ 

 This AMENDMENT NO. 3 (this “Amendment”), dated as of June 14, 2010, to the 

Securities Purchase and Exchange Agreement, dated as of December 30, 2009 and amended on 

January 29, 2010 and March 15, 2010, (the “Agreement”), by and among the United States 

Department of the Treasury (“Investor”), GMAC Capital Trust I (the “Trust”), and Ally 

Financial Inc., f/k/a GMAC Inc., a Delaware corporation (“Company”). 

 WHEREAS, Section 5.3 of the Agreement provides for the amendment of the Agreement 

in accordance with the terms set forth therein; and 

 WHEREAS, the parties hereto desire to amend Sections 4.10(a), 4.11(h)(i), and 4.15 of 

the Agreement as outlined below; 

 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and 

agreements set forth herein and for good and valuable consideration, the receipt and adequacy of 

which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do 

hereby agree as follows: 

ARTICLE I 

AMENDMENTS TO AGREEMENT

 Section 1.1 Amendments to Agreement. The Agreement shall be amended as follows: 

(a) In the last sentence of Section 4.10(a): 

1. The text “the Senior Executive Office of the Company” is stricken and 

replaced with the following: “the Company’s chief executive officer, chief 

financial officer, or any person(s) acting in similar capacity(ies)”. 

2. The text “senior Executive’s” is stricken and replaced with “such person’s” 

(b) The text of Section 4.11(h)(i) is stricken in its entirety and replaced with the word 

“Reserved”. 

(c) The text of Section 4.15 is stricken in its entirety and replaced with the following 

text: 

“The Company and its Affiliates shall take all necessary action to ensure 

that they participate in the United States Department of the Treasury’s 

Home Affordable Mortgage Program (“HAMP”) of the Making Home 

Affordable (“MHA”) program. Investor acknowledges that the Company’s 

Affiliate, GMAC Mortgage, LLC, has executed the Commitment to 

Purchase Financial Instrument and Servicer Participation Agreement, dated 

as of April 14, 2009 (the “SPA”), with Fannie Mae (acting as the United 

States Department of the Treasury’s fiscal agent). In addition, if the 

Company or any of its Affiliates owns a residential mortgage loan that is 
2

serviced by a non-affiliated mortgage servicer, and (A) the Company or 

such Affiliate does not own the mortgage servicing rights (“MSRs”) with 

respect to such mortgage loan, then the Company or such Affiliate shall 

consent to any HAMP modification request made by the related mortgage 

servicer (but only to the extent such servicer is already a HAMPparticipating servicer) or (B) the Company or such Affiliate does own the 

MSRs with respect to such mortgage loan, then the Company or such 

Affiliate shall either (1) require the related unaffiliated servicer to 

participate in HAMP with respect to such mortgage loans (which may be 

satisfied by such unaffiliated servicer executing an assignment and 

assumption agreement in accordance with the SPA) or (2) transfer the 

servicing of such mortgage loan to a HAMP-participating servicer (which 

may be the Company or any of its Affiliates).” 

ARTICLE II 

MISCELLANEOUS 

 Section 2.1 No Further Amendment. Except as expressly amended hereby, the 

Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions 

thereof shall remain in full force and effect. This Amendment is limited precisely as written and 

shall not be deemed to be an amendment to any other term or condition of the Agreement or any 

of the documents referred to therein. 

 Section 2.2 Effect of Amendment. This Amendment shall form a part of the 

Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and 

after the execution of this Amendment by the parties hereto, any reference to the Agreement 

shall be deemed a reference to the Agreement as amended hereby. 

Section 2.3 Governing Law. Section 5.5 of the Agreement shall apply to this 

Amendment mutatis mutandis. 

 Section 2.4 Separability Clause. Section 5.9 of the Agreement shall apply to this 

Amendment mutatis mutandis. 

 Section 2.5 Counterparts. This Amendment may be simultaneously executed in one or 

more counterparts, and all such counterparts executed and delivered, each as an original, shall 

constitute one and the same instrument. 

 Section 2.6 Headings. The descriptive headings of the several Articles of this 

Amendment were formulated, used and inserted in this Amendment for convenience only and 

shall not be deemed to affect the meaning or construction of any of the provisions hereof. 

[Signature Page Follows]
IN WITNESS WHEREOF, Treasury, the Trust and GMAC have caused this

Agreement to be signed by their respective officers thereunto duly authorized, all as of

the date first written above.

UNITED STATES DEPARTMENT OF

Name: David N. Miller

Title: ChiefInvestment Officer

ALLY FINANCIAL INC.

By: _

Name:

Title:

GMAC CAPITAL TRUST I

By: _

Name:

Title:

Signature Page to Amendment No.3 to the Securities Purchase and Exchange Agreement
IN WITNESS WHEREOF, Treasury, the Trust and GMAC have caused this

Agreement to be signed by their respective officers thereunto duly authorized, all as of

the date first written above.

UNITED STATES DEPARTMENT OF

THE TREASURY

By: _

ame: David . Miller

Title: Chief Investment Officer

'JD.~s M~~

c..h.~ r-:_".~l ~~cr

GMAC CAPITAL TRUST I

By: _

Name:

Title:

Signature Page to Amendment No.3 to the Securities Purchase and Exchange Agreement
IN WITNESS WHEREOF, Treasury, the Trust and GMAC have caused this

Agreement to be signed by their respective officers thereunto duly authorized, all as of

the date first written above.

UNITED STATES DEPARTMENT OF

THE TREASURY

By:-----------

Name: David N. Miller

Title: ChiefInvestment Officer

ALLY FINANCIAL INC.

By: _

Name:

Title:

GMAC CAPITMJRUST I ;~ II /f ./ / ;:----f/

By: C~L~I·

Namtf:· Christop£er A. Halmy

Title: Administrative Trustee

Signature Page to Amendment No.3 to the Securities Purchase and Exchange Agreement
 

Execution Copy 

AMENDED AND RESTATED DECLARATION 

OF TRUST 

GMAC CAPITAL TRUST I 

Dated as of December 30, 2009 
TABLE OF CONTENTS 

Page

ARTICLE I INTERPRETATION AND DEFINITIONS................................................................1 

Section 1.1 Definitions....................................................................................................1 

ARTICLE II TRUST INDENTURE ACT ......................................................................................7 

Section 2.1 Trust Indenture Act; Application.................................................................7 

Section 2.2 Lists of Holders of Securities.......................................................................8 

Section 2.3 Reports by the Institutional Trustee.............................................................8 

Section 2.4 Reports to Institutional Trustee....................................................................9 

Section 2.5 Evidence of Compliance with Conditions Precedent...................................9 

Section 2.6 Defaults; Waiver ..........................................................................................9 

Section 2.7 Default; Notice...........................................................................................10 

ARTICLE III ORGANIZATION ..................................................................................................11 

Section 3.1 Name..........................................................................................................11 

Section 3.2 Office .........................................................................................................11 

Section 3.3 Purpose.......................................................................................................11 

Section 3.4 Authority....................................................................................................12 

Section 3.5 Title to Property of the Trust .....................................................................12 

Section 3.6 Powers and Duties of the Administrative Trustees....................................12 

Section 3.7 Prohibition of Actions by the Trust and the Trustees ................................14 

Section 3.8 Powers and Duties of the Institutional Trustee..........................................15 

Section 3.9 Certain Duties and Responsibilities of the Institutional Trustee ...............17 

Section 3.10 Certain Rights of Institutional Trustee.......................................................18 

Section 3.11 Delaware Trustee .......................................................................................21 

Section 3.12 Execution of Documents............................................................................21 

Section 3.13 Not Responsible for Recitals or Issuance of Securities .............................21 

Section 3.14 Duration of Trust........................................................................................21 

Section 3.15 Mergers ......................................................................................................21 

ARTICLE IV SPONSOR ..............................................................................................................23

Section 4.1 Sponsor’s Purchase of Common Securities ...............................................23 

Section 4.2 Responsibilities of the Sponsor..................................................................23 

ARTICLE V TRUSTEES..............................................................................................................24

Section 5.1 Number of Trustees....................................................................................24 

Section 5.2 Delaware Trustee .......................................................................................24 

Section 5.3 Institutional Trustee; Eligibility.................................................................25 

Section 5.4 Qualifications of Administrative Trustees and Delaware Trustee 

Generally....................................................................................................25 

Section 5.5 Initial Trustees; Additional Powers of Administrative Trustees................25 
 - ii - 

Section 5.6 Appointment, Removal and Resignation of Trustees ................................26 

Section 5.7 Vacancies among Trustees.........................................................................28 

Section 5.8 Effect of Vacancies....................................................................................28 

Section 5.9 Meetings.....................................................................................................28 

Section 5.10 Delegation of Power ..................................................................................29 

Section 5.11 Merger, Conversion, Consolidation or Succession to Business ................29 

ARTICLE VI DISTRIBUTIONS; EXCHANGES........................................................................29 

Section 6.1 Distributions...............................................................................................29 

Section 6.2 Exchanges ..................................................................................................30 

ARTICLE VII ISSUANCE OF SECURITIES..............................................................................30 

Section 7.1 General Provisions Regarding Securities...................................................30 

ARTICLE VIII DISSOLUTION; TERMINATION OF TRUST..................................................31 

Section 8.1 Dissolution of Trust ...................................................................................31 

ARTICLE IX TRANSFER OF INTERESTS................................................................................32 

Section 9.1 Transfer of Securities.................................................................................32 

Section 9.2 Transfer of Certificates ..............................................................................34 

Section 9.3 Deemed Security Holders ..........................................................................35 

Section 9.4 Book Entry Interests ..................................................................................35 

Section 9.5 Notices to Clearing Agency.......................................................................36 

Section 9.6 Appointment of Successor Clearing Agency.............................................36 

Section 9.7 Definitive Trust Preferred Security Certificates ........................................36 

Section 9.8 Mutilated, Destroyed, Lost or Stolen Certificates .....................................37 

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, 

TRUSTEES OR OTHERS...............................................................................37 

Section 10.1 Liability......................................................................................................37 

Section 10.2 Exculpation ................................................................................................38 

Section 10.3 Fiduciary Duty ...........................................................................................38 

Section 10.4 Indemnification..........................................................................................39 

Section 10.5 Outside Businesses.....................................................................................42 

ARTICLE XI ACCOUNTING......................................................................................................42 

Section 11.1 Fiscal Year .................................................................................................42 

Section 11.2 Certain Accounting Matters.......................................................................42 

Section 11.3 Banking......................................................................................................43 

Section 11.4 Withholding ...............................................................................................43 
 - iii - 

ARTICLE XII AMENDMENTS AND MEETINGS....................................................................44 

Section 12.1 Amendments ..............................................................................................44 

Section 12.2 Meetings of the Holders of Securities; Action by Written Consent ..........45 

ARTICLE XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND 

DELAWARE TRUSTEE.................................................................................47 

Section 13.1 Representations and Warranties of Institutional Trustee...........................47 

Section 13.2 Representations and Warranties of Delaware Trustee...............................47 

ARTICLE XIV MISCELLANEOUS ............................................................................................48 

Section 14.1 Notices .......................................................................................................48 

Section 14.2 Governing Law; Waiver of Trial by Jury ..................................................49 

Section 14.3 Intention of the Parties...............................................................................49 

Section 14.4 Headings ....................................................................................................49 

Section 14.5 Successors and Assigns..............................................................................50 

Section 14.6 Partial Enforceability .................................................................................50 

Section 14.7 Counterparts...............................................................................................50 

ANNEX I TERMS OF SECURITIES .............................................................................I-1 

EXHIBIT A-1 FORM OF TRUST PREFERRED SECURITY CERTIFICATE............... A1-1 

EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE ................................ A2-1 

EXHIBIT B SPECIMEN OF DEBENTURE.....................................................................B-1 

EXHIBIT C SECURITIES PURCHASE AND EXCHANGE AGREEMENT.................C-1 

EXHIBIT D FORM OF TRANSFER CERTIFICATE ..................................................... D-1 

EXHIBIT E FORM OF RULE 144A TRANSFER CERTIFICATE.................................E-1 
CROSS REFERENCE TABLE*

Section of Trust Indenture Act of 1939, as amended Section of Declaration

§ 310 2.1(c)

(b) 5.3(c), 5.3(d) 

§ 311 (a) 2.2(b)

(b) 2.2(b)

§ 312 (b) 2.2(b)

§ 313 2.3

(a) 2.3

§ 314 2.4

(a) 2.4, 3.6(j) 

(c) 2.5

§ 316 (a) 2.1(a)

(a)(1)(A) 2.6(b)(ii) 

(a)(1)(B) 2.6(a)(ii), 2.6(b)(ii), 2.6(c) 

(c) 3.6(d)

§ 317 Section 2.1(c) 

(b) 2.1(c)

*

 This Cross-Reference Table does not constitute part of the Declaration and shall not affect the interpretation of any 

of its terms or provisions. 
AMENDED AND RESTATED 

DECLARATION OF TRUST

OF

GMAC Capital Trust I 

December 30, 2009 

AMENDED AND RESTATED DECLARATION OF TRUST (“Declaration”) dated and 

effective as of December 30, 2009, by the Trustees (as defined herein), the Sponsor (as defined 

herein) and by the holders, from time to time, of undivided beneficial interests in the Trust to be 

issued pursuant to this Declaration; 

WHEREAS, the Trustees and the Sponsor established GMAC Capital Trust I (the 

“Trust”), a trust under the Statutory Trust Act (as defined herein) 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, for the sole purpose 

of issuing and selling certain securities representing undivided beneficial interests in the assets of 

the Trust and acquiring certain Debentures of the Debenture Issuer;

WHEREAS, as of the date hereof, no interests in the Trust have been issued;

WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend and restate 

each and every term and provision of the Original Declaration; and 

NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as 

a statutory trust under the Statutory Trust Act and that this Declaration constitute the governing 

instrument of such statutory trust, the Trustees declare that all assets contributed to the Trust will 

be held in trust for the benefit of the holders, from time to time, of the securities representing 

undivided beneficial interests in the assets of the Trust issued hereunder, subject to the 

provisions of this Declaration.

ARTICLE I 

INTERPRETATION AND DEFINITIONS 

Section 1.1 Definitions.

Unless the context otherwise requires:

(a) Capitalized terms used in this Declaration but not defined in the preamble above 

have the respective meanings assigned to them in this Section 1.1; 

(b) a term defined anywhere in this Declaration has the same meaning throughout; 

(c) all references to “the Declaration” or “this Declaration” are to this Declaration as 

modified, supplemented or amended from time to time; 
 - 2 - 

(d) all references in this Declaration to Articles and Sections and Annexes and 

Exhibits are to Articles and Sections of and Annexes and Exhibits to this Declaration unless 

otherwise specified; 

(e) a term defined in the Trust Indenture Act has the same meaning when used in this 

Declaration unless otherwise defined in this Declaration or unless the context otherwise requires; 

and

(f) a reference to the singular includes the plural and vice versa. 

“10% in liquidation amount of the Securities” means, except as provided in the terms of 

the Trust Preferred Securities or (subject to Section 2.1(a)) by the Trust Indenture Act, Holders 

of outstanding Securities voting together as a single class or, as the context may require, Holders 

of outstanding Trust Preferred Securities or Holders of outstanding Common Securities voting 

separately as a class, who are the record owners of an aggregate liquidation amount representing 

10% or more of the aggregate liquidation amount (including the stated amount that would be 

paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date 

upon which the voting percentages are determined) of all outstanding Securities of the relevant 

class.

“Administrative Trustee” has the meaning specified in Section 5.1(b). 

“Affiliate” means, with respect to any Person, any other Person that, directly or 

indirectly, whether through one of more intermediaries, Controls, is Controlled by or is under 

common Control with such Person, excluding any employee benefit plan or related trust; 

provided that (i) the Trust shall not be deemed to be an Affiliate of the Sponsor and (ii) the 

United States Department of the Treasury shall not be deemed to be an Affiliate of the Sponsor 

for purposes hereof.

“Authorized Officer” of a Person means any Person that is authorized to bind such 

Person.

“Book Entry Interest” means a beneficial interest in a Global Certificate, ownership and 

transfers of which shall be maintained and made through book entries by a Clearing Agency as 

described in Section 9.4. 

“Business Day” means any day other than a Saturday, Sunday or any other day on which 

banking institutions in the State of New York generally are authorized or required by law or 

other governmental action to close. 

“Certificate” means a Common Security Certificate or a Trust Preferred Security 

Certificate. 

“Change in 1940 Act Law” has the meaning set forth in Annex I hereto. 

“Clearing Agency” means an organization registered as a “Clearing Agency” pursuant to 

Section 17A of the Exchange Act that is acting as depositary for the Trust Preferred Securities 

and in whose name or in the name of a nominee of that organization shall be registered one or 
 - 3 - 

more Global Certificates and which shall undertake to effect book entry transfers and pledges of 

the Trust Preferred Securities. 

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or 

other Person for whom from time to time the Clearing Agency effects book entry transfers and 

pledges of securities deposited with the Clearing Agency.

“Closing Date” means December 30, 2009. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any 

successor legislation.

“Commission” means the Securities and Exchange Commission. 

“Common Securities” has the meaning specified in Section 7.1. 

“Common Security Certificate” means a definitive certificate in fully registered form 

representing a Common Security substantially in the form of Exhibit A-2.

“Company Indemnified Person” means (a) any Administrative Trustee; (b) any Affiliate 

of any Administrative Trustee; (c) any officers, directors, shareholders, members, partners, 

employees, representatives or agents of any Administrative Trustee; or (d) any officer, employee 

or agent of the Trust or its Affiliates. 

“Control,” “Controlled” or “Controlling” means, with respect to any Person, any 

circumstance in which such Person is directly or indirectly controlled by another Person by 

virtue of the latter Person having the power to (i) elect, or cause the election of (whether by way 

of voting capital stock, by contract, trust or otherwise), the majority of the members of the board 

of directors or a similar governing body of the first Person, or (ii) direct (whether by way of 

voting capital stock, by contract, trust or otherwise) the affairs and policies of such Person. 

“Corporate Trust Office” means the office of the Institutional Trustee at which the 

corporate trust business of the Institutional Trustee shall, at any particular time, be principally 

administered, which office at the date of execution of this Declaration is located at 101 Barclay 

Street-8W, New York, New York 10286.

“Covered Person” means (a) any officer, director, shareholder, partner, member, 

representative, employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any Holder 

of Securities.

“Debenture Issuer” means GMAC in its capacity as issuer of the Debentures under the 

Indenture.

“Debenture Trustee” means The Bank of New York Mellon, as trustee under the 

Indenture until a successor is appointed thereunder, and thereafter means such successor trustee. 

“Debentures” means the series of Debentures to be issued by the Debenture Issuer under 

the Indenture to be held by the Institutional Trustee, a specimen certificate for such series of 

Debentures being Exhibit B.
 - 4 - 

“Default” in respect of the Securities means a Default (as defined in the Indenture) has 

occurred and is continuing in respect of the Debentures.

“Definitive Trust Preferred Security Certificates” has the meaning set forth in Section 

9.4.

“Delaware Trustee” has the meaning set forth in Section 5.2. 

“Distribution” has the meaning set forth in Section 6.1. 

“DTC” means The Depository Trust Company, the initial Clearing Agency.

“ERISA” has the meaning specified in Section 9.2(c). 

“Exchange” has the meaning set forth in Section 6.2(a). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to 

time, or any successor legislation. 

“Fiduciary Indemnified Person” has the meaning set forth in Section 10.4(b).

“Fiscal Year” has the meaning set forth in Section 11.1. 

“Global Certificate” has the meaning set forth in Section 9.4. 

“GMAC” means GMAC Inc., a Delaware corporation. 

“Guarantee Agreement” means the guarantee agreement dated as of December 30, 2009, 

of GMAC, as Guarantor in respect of the Trust Preferred Securities. 

“Holder” means a Person in whose name a Certificate representing a Security is 

registered, such Person being a beneficial owner within the meaning of the Statutory Trust Act.

“Indemnified Person” means a Company Indemnified Person or a Fiduciary Indemnified 

Person.

“Indenture” means the Indenture dated as of December 30, 2009, as amended or 

supplemented from time to time, between the Debenture Issuer and the Debenture Trustee, 

pursuant to which the Debentures are to be issued.

“Institutional Trustee” means the Trustee meeting the eligibility requirements set forth in 

Section 5.3.

“Institutional Trustee Account” has the meaning set forth in Section 3.8(c). 

“Investment Company” means an investment company as defined in the Investment 

Company Act. 

“Investment Company Act” means the Investment Company Act of 1940, as amended 

from time to time, or any successor legislation. 
 - 5 - 

 “Investment Company Event” has the meaning set forth in Annex I hereto.

“Legal Action” has the meaning set forth in Section 3.6(g). 

“Liquidation Amount” means, with respect to Trust Preferred Securities or Common 

Securities, the liquidation amount per Trust Preferred Security or Common Security, 

respectively, as set forth in Annex I hereto.

“Majority in liquidation amount of the Securities” means, except as provided in the terms 

of the Trust Preferred Securities or (subject to Section 2.1(a)) by the Trust Indenture Act, 

Holder(s) of outstanding Securities voting together as a single class or, as the context may 

require, Holders of outstanding Trust Preferred Securities or Holders of outstanding Common 

Securities voting separately as a class, who are the record owners of an aggregate liquidation 

amount representing more than 50% of the aggregate liquidation amount (including the stated 

amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid 

Distributions to the date upon which the voting percentages are determined) of all outstanding 

Securities of the relevant class. 

“Ministerial Action” has the meaning set forth in Annex I hereto. 

“Officers’ Certificate” means, with respect to any Person, a certificate signed by two 

Authorized Officers of such Person, provided that only one Authorized Officer of the Trust is 

required to sign on behalf of the Trust any Officers’ Certificate delivered pursuant to Section 2.5 

of this Declaration. Any Officers’ Certificate delivered with respect to compliance with a 

condition or covenant provided for in this Declaration shall include:

(a) a statement that each officer signing the Officers’ Certificate has read the 

covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation 

undertaken by each officer in rendering the Officers’ Certificate;

(c) a statement that each such officer has made such examination or investigation as, 

in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to 

whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether, in the opinion of each such officer, such condition or 

covenant has been complied with. 

“Paying Agent” has the meaning specified in Section 3.8(h).

“Payment Amount” has the meaning specified in Section 6.1. 

“Person” means a legal person, including any individual, corporation, estate, partnership, 

joint venture, association, joint stock company, limited liability company, trust, unincorporated 

association, or government or any agency or political subdivision thereof, or any other entity of 

whatever nature.

“Private Placement Legend” has the meaning specified in Section 9.1(b).
 - 6 - 

“Purchase Agreement” means the Securities Purchase and Exchange Agreement dated 

December 30, 2009, by and among the United States Department of the Treasury, GMAC and 

the Trust. 

“Quorum” means any one Administrative Trustee or, if there is only one Administrative 

Trustee, such Administrative Trustee. 

“Regulatory Capital Event” has the meaning set forth in Annex I hereto. 

“Related Party” means, with respect to the Sponsor, any direct or indirect wholly owned 

subsidiary of the Sponsor or any other Person that owns, directly or indirectly, 100% of the 

outstanding voting securities of the Sponsor. 

“Responsible Officer” means, with respect to the Institutional Trustee, any officer within 

the Corporate Trust Office of the Institutional Trustee with direct responsibility for the 

administration of this Declaration and also means, with respect to a particular corporate trust 

matter, any other officer to whom such matter is referred because of that officer’s knowledge of 

and familiarity with the particular subject. 

“Rule 3a-7” means Rule 3a-7 under the Investment Company Act. 

“Securities” means the Common Securities and the Trust Preferred Securities.

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any 

successor legislation.

“Security Registrar” has the meaning set forth in Section 9.2(a). 

“Special Event” has the meaning set forth in Annex I hereto. 

“Sponsor” means GMAC or any successor entity in a merger, consolidation or 

amalgamation, in its capacity as sponsor of the Trust.

“Sponsor Affiliated Holder” has the meaning set forth in Section 6.2(a). 

“Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code 

§3801 et seq., as it may be amended from time to time, or any successor legislation. 

“Successor Delaware Trustee” has the meaning set forth in Section 5.6(b). 

“Successor Entity” has the meaning set forth in Section 3.15(b). 

“Successor Institutional Trustee” has the meaning set forth in Section 5.6(b). 

“Successor Securities” has the meaning set forth in Section 3.15(b). 

“Super Majority” has the meaning set forth in Section 2.6(a)(ii). 

“Similar Laws” has the meaning specified in Section 9.2(c). 
 - 7 - 

“Tax Event” has the meaning set forth in Annex I hereto. 

“Transfer Certification” has the meaning set forth in Section 9.2(b). 

“Transfer Opinion” has the meaning set forth in Section 9.2(b). 

“Treasury Regulations” means the income tax regulations, including temporary and 

proposed regulations, promulgated under the Code by the United States Treasury, as such 

regulations may be amended from time to time (including corresponding provisions of 

succeeding regulations). 

“Trust Preferred Securities” has the meaning specified in Section 7.1. 

“Trust Preferred Security Beneficial Owner” means, with respect to a Book Entry 

Interest, a Person who is the beneficial owner of such Book Entry Interest, as reflected on the 

books of the Clearing Agency, or on the books of a Person maintaining an account with such 

Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each 

case in accordance with the rules of such Clearing Agency). 

“Trust Preferred Security Certificate” means a certificate representing a Trust Preferred 

Security substantially in the form of Exhibit A-1.

“Trustee” or “Trustees” means each Person who has signed this Declaration as a trustee, 

so long as such Person shall continue in office in accordance with the terms hereof, and all other 

Persons who may from time to time be duly appointed, qualified and serving as Trustees in 

accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall 

refer to such Person or Persons solely in their capacity as trustees hereunder. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to 

time, or any successor legislation. 

“U.S. Government” means any of (i) the federal government of the United States of 

America, (ii) any instrumentality or agency of the federal government of the United States of 

America and (iii) any Person wholly-owned by, or the sole beneficiary of which is, the federal 

government of the United States of America or any instrumentality or agency thereof. 

ARTICLE II 

TRUST INDENTURE ACT 

Section 2.1 Trust Indenture Act; Application.

(a) Except as otherwise expressly provided herein, the Trust Indenture Act shall 

apply as a matter of contract to this Declaration for purposes of interpretation, construction and 

defining the rights and obligations hereunder, and this Declaration, the Sponsor and the 

Institutional Trustee shall be deemed for all purposes hereof to be subject to and governed by the 

Trust Indenture Act to the same extent as would be the case if this Declaration were qualified 

under that Act on the date of this Declaration; provided, however, that Securities held by the U.S. 

Government shall not be disregarded under the terms of the final paragraph of § 316(a) of the 

Trust Indenture Act. Upon and following qualification as an indenture under the Trust Indenture 
 - 8 - 

Act, this Declaration shall be subject to the provisions of the Trust Indenture Act that are 

required to be part of this Declaration and shall, to the extent applicable, be governed by such 

provisions, subject to any applicable exemptive order issued by the Commission, including any 

such order addressing the final paragraph of § 316(a) of the Trust Indenture Act. 

(b) The Institutional Trustee shall be the only Trustee that is a Trustee for the 

purposes of the Trust Indenture Act.

(c) If and to the extent that any provision of this Declaration limits, qualifies or 

conflicts with the duties required to be imposed by §§ 310 to 317, inclusive, of the Trust 

Indenture Act, and such duties are not expressly excluded by this Declaration as permitted by the 

Trust Indenture Act, such imposed duties shall control. 

(d) The application of the Trust Indenture Act to this Declaration shall not affect the 

nature of the Securities as equity securities representing undivided beneficial interests in the 

assets of the Trust.

Section 2.2 Lists of Holders of Securities.

(a) Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall 

provide the Institutional Trustee (i) within 14 days after each record date for payment of 

Distributions, a list, in such form as the Institutional Trustee may reasonably require, of the 

names and addresses of the Holders of the Securities (“List of Holders”) as of such record date, 

provided that neither the Sponsor nor the Administrative Trustees on behalf of the Trust shall be 

obligated to provide such List of Holders at any time the List of Holders does not differ from the 

most recent List of Holders given to the Institutional Trustee by the Sponsor and the 

Administrative Trustees on behalf of the Trust, and (ii) at any other time, within 30 days of 

receipt by the Trust of a written request for a List of Holders as of a date no more than 14 days 

before such List of Holders is given to the Institutional Trustee. The Institutional Trustee shall 

preserve, in as current a form as is reasonably practicable, all information contained in Lists of 

Holders given to it or which it receives in the capacity as Paying Agent (if acting in such 

capacity), provided that the Institutional Trustee may destroy any List of Holders previously 

given to it on receipt of a new List of Holders.

(b) The Institutional Trustee shall comply with its obligations under §§ 311(a), 311(b) 

and 312(b) of the Trust Indenture Act.

Section 2.3 Reports by the Institutional Trustee.

Within 60 days after May 15 of each year (commencing with the year of the first 

anniversary of the Closing Date), the Institutional Trustee shall provide to the Holders of the 

Trust Preferred Securities such reports as are required by § 313(a) of the Trust Indenture Act, if 

any, in the form and in the manner provided by § 313 of the Trust Indenture Act. The 

Institutional Trustee shall also comply with the other requirements of § 313 of the Trust 

Indenture Act. 
 - 9 - 

Section 2.4 Reports to Institutional Trustee.

Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall provide 

to the Institutional Trustee such documents, reports and information as required by § 314(a) of 

the Trust Indenture Act (if any) and the compliance certificate required by § 314(a)(4) of the 

Trust Indenture Act in the form, in the manner and at the times required by § 314 of the Trust 

Indenture Act, but, with respect to the compliance certificate, no later than 120 days after each 

calendar year. The Sponsor shall notify the Institutional Trustee when any Trust Preferred 

Securities are listed on any stock exchange.

Section 2.5 Evidence of Compliance with Conditions Precedent.

Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall provide 

to the Institutional Trustee such evidence of compliance with any conditions precedent provided 

for in this Declaration that relate to any of the matters set forth in § 314(c) of the Trust Indenture 

Act. Any certificate or opinion required to be given by an officer pursuant to § 314(c)(1) of the 

Trust Indenture Act may be given in the form of an Officers’ Certificate. 

Section 2.6 Defaults; Waiver.

(a) The Holders of a Majority in liquidation amount of Trust Preferred Securities 

may, by vote, on behalf of the Holders of all of the Trust Preferred Securities, waive any past 

Default in respect of the Trust Preferred Securities and its consequences, provided that if the 

underlying Default under the Indenture:

(i) is not waivable under the Indenture, the Default under the Declaration 

shall also not be waivable; or

(ii) is waivable only with the consent of holders of more than a majority in 

principal amount of the Debentures (a “Super Majority”) affected thereby, only the Holders of at 

least the proportion in aggregate liquidation amount of the Trust Preferred Securities that the 

relevant Super Majority represents of the aggregate principal amount of the Debentures 

outstanding may waive such Default in respect of the Trust Preferred Securities under the 

Declaration. 

The foregoing provisions of this Section 2.6(a) shall be in lieu of § 316(a)(1)(B) of the Trust 

Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded 

from this Declaration and the Securities, as permitted by the Trust Indenture Act. Upon such 

waiver, any such default shall cease to exist, and any Default with respect to the Trust Preferred 

Securities arising therefrom shall be deemed to have been cured, for every purpose of this 

Declaration, but no such waiver shall extend to any subsequent or other default or a Default with 

respect to the Trust Preferred Securities or impair any right consequent thereon. Any waiver by 

the Holders of the Trust Preferred Securities of a Default with respect to the Trust Preferred 

Securities shall also be deemed to constitute a waiver by the Holders of the Common Securities 

of any such Default with respect to the Common Securities for all purposes of this Declaration 

without any further act, vote, or consent of the Holders of the Common Securities. 
 - 10 - 

(b) The Holders of a Majority in liquidation amount of the Common Securities may, 

by vote on behalf of the Holders of all of the Common Securities, waive any past Default with 

respect to the Common Securities and its consequences, provided that if the underlying Default 

under the Indenture:

(i) is not waivable under the Indenture, except where the Holders of the 

Common Securities are deemed to have waived such Default under the Declaration as provided 

in this Section 2.6(b), the Default under the Declaration shall also not be waivable; or

(ii) is waivable only with the consent of a Super Majority, except where the 

Holders of the Common Securities are deemed to have waived such Default under the 

Declaration as provided in this Section 2.6(b), only the Holders of at least the proportion in 

aggregate liquidation amount of the Common Securities that the relevant Super Majority 

represents of the aggregate principal amount of the Debentures outstanding may waive such 

Default in respect of the Common Securities under the Declaration; 

provided, further each Holder of Common Securities will be deemed to have waived any such 

Default and all Defaults with respect to the Common Securities and its consequences until all 

Defaults with respect to the Trust Preferred Securities have been cured, waived or otherwise 

eliminated, and until such Defaults with respect to the Trust Preferred Securities have been so 

cured, waived or otherwise eliminated, the Institutional Trustee will be deemed to be acting 

solely on behalf of the Holders of the Trust Preferred Securities and only the Holders of the Trust 

Preferred Securities will have the right to direct the Institutional Trustee in accordance with the 

terms of the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of §§ 

316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such §§ 316(a)(1)(A) and 

316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this Declaration and 

the Securities, as permitted by the Trust Indenture Act. Subject to the foregoing provisions of 

this Section 2.6(b), upon the waiver of a Default by the Holders of a Majority in liquidation 

amount of the Common Securities, any such default shall cease to exist and any Default with 

respect to the Common Securities arising therefrom shall be deemed to have been cured for 

every purpose of this Declaration, but no such waiver shall extend to any subsequent or other 

default or Default with respect to the Common Securities or impair any right consequent thereon.

(c) A waiver of a Default under the Indenture by the Institutional Trustee at the 

direction of the Holders of the Trust Preferred Securities, constitutes a waiver of the 

corresponding Default under this Declaration. The foregoing provisions of this Section 2.6(c) 

shall be in lieu of § 316(a)(1)(B) of the Trust Indenture Act and such § 316(a)(1)(B) of the Trust 

Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted 

by the Trust Indenture Act. 

Section 2.7 Default; Notice.

(a) The Institutional Trustee shall, within 90 days after the occurrence of a Default, 

transmit by mail, first class postage prepaid, to the Holders of the Securities, notices of (i) all 

defaults with respect to the Securities actually known to a Responsible Officer of the Institutional 

Trustee, unless such defaults have been cured before the giving of such notice (the term 

“defaults” for the purposes of this Section 2.7(a) being hereby defined to be a Default as defined 

in the Indenture, not including any periods of grace provided for therein and irrespective of the 
 - 11 - 

giving of any notice provided therein) and (ii) any notice of default received from the Indenture 

Trustee with respect to the Debentures, which notice from the Institutional Trustee to the Holders 

shall state that a Default under the Indenture also constitutes a Default with respect to the 

Securities; provided that, except for a default in the payment of principal of (or premium, if any) 

or interest on any of the Debentures or in the payment of any sinking fund installment 

established for the Debentures, the Institutional Trustee shall be protected in withholding such 

notice if and so long as a Responsible Officer of the Institutional Trustee in good faith 

determines that the withholding of such notice is in the interests of the Holders of the Securities.

(b) The Institutional Trustee shall not be deemed to have knowledge of any default 

except:

(i) a default under Sections 5.7(b) and 5.7(c) of the Indenture; or

(ii) any default as to which the Institutional Trustee shall have received 

written notice or of which a Responsible Officer of the Institutional Trustee charged with the 

administration of this Declaration shall have actual knowledge.

ARTICLE III 

ORGANIZATION

Section 3.1 Name.

The Trust continued hereby shall be known as “GMAC Capital Trust I,” as such name 

may be modified from time to time by the Administrative Trustees following written notice to 

the Institutional Trustee, the Delaware Trustee and the Holders of Securities. The Trust’s 

activities may be conducted under the name of the Trust or any other name deemed advisable by 

the Administrative Trustees. 

Section 3.2 Office.

The address of the principal office of the Trust is c/o GMAC Inc., 200 Renaissance 

Center, P.O. Box 200, Detroit, Michigan 48265-2000. On 10 Business Days written notice to the 

Institutional Trustee, the Delaware Trustee and the Holders of Securities, the Administrative 

Trustees may designate another principal office.

Section 3.3 Purpose.

The exclusive purposes and functions of the Trust are (a) to issue and sell the Trust 

Preferred Securities, (b) to issue and sell the Common Securities, (c) to acquire the Debentures 

from the Debenture Issuer, and (d) except as otherwise limited herein, to engage in only those 

other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or 

reinvest proceeds derived from investments, pledge any of its assets, or otherwise take any action 

or undertake (or permit to be undertaken) any activity that would cause the Trust not to be 

classified for United States federal income tax purposes as a grantor trust. 
 - 12 - 

Section 3.4 Authority.

Subject to the limitations provided in this Declaration and to the specific duties of the 

Institutional Trustee, the Administrative Trustees shall have exclusive and complete authority to 

carry out the purposes of the Trust. An action taken by the Administrative Trustees in 

accordance with their powers shall constitute the act of and serve to bind the Trust and an action 

taken by the Institutional Trustee on behalf of the Trust in accordance with its powers shall 

constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of 

the Trust, no person shall be required to inquire into the authority of the Trustees to bind the 

Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority 

of the Trustees as set forth in this Declaration.

Section 3.5 Title to Property of the Trust.

Except as provided in Section 3.8 with respect to the Debentures and the Institutional 

Trustee Account or as otherwise provided in this Declaration, legal title to all assets of the Trust 

shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the 

Trust, but shall have an undivided beneficial interest in the assets of the Trust. 

Section 3.6 Powers and Duties of the Administrative Trustees.

The Administrative Trustees shall have the exclusive power, duty and authority to cause 

the Trust to engage in the following activities, if and as applicable (and subject, as applicable, to 

the terms and conditions of the Purchase Agreement): 

(a) to issue the Trust Preferred Securities as described in the Purchase Agreement and 

in accordance with this Declaration and to issue and sell the Common Securities in accordance 

with this Declaration; provided, however, that the Trust may issue no more than one series of 

Trust Preferred Securities and no more than one series of Common Securities, and, provided

further, that there shall be no interests in the Trust other than the Securities, and the issuance of 

Securities shall be limited to a simultaneous issuance of both Trust Preferred Securities and 

Common Securities on the Closing Date;

(b) in connection with the issuance of the Trust Preferred Securities, at the direction 

of the Sponsor, to:

(i) execute and file with the Commission on behalf of the Trust a registration 

statement on Form S-3 or on another appropriate form, or a registration statement under Rule 

462(b) of the Securities Act, in each case prepared by the Sponsor, including any pre-effective or 

post-effective amendments thereto, relating to the registration under the Securities Act of the 

Trust Preferred Securities;

(ii) execute and file any documents prepared by the Sponsor, or take any acts 

as determined by the Sponsor to be necessary in order to qualify or register all or part of the 

Trust Preferred Securities in any State in which the Sponsor has determined to qualify or register 

such Trust Preferred Securities for sale; 
 - 13 - 

(iii) execute and file an application, prepared by the Sponsor, to the New York 

Stock Exchange or any other national stock exchange for listing upon notice of issuance of any 

Trust Preferred Securities; and

(iv) execute and file with the Commission on behalf of the Trust a registration 

statement on Form 8-A, prepared by the Sponsor, including any pre-effective or post-effective 

amendments thereto, relating to the registration of the Trust Preferred Securities under Section 

12(b) of the Exchange Act.

(c) to acquire the Debentures as described in the Purchase Agreement; provided,

however, that the Administrative Trustees shall cause legal title to the Debentures to be held of 

record in the name of the Institutional Trustee for the benefit of the Holders of the Trust 

Preferred Securities and the Holders of Common Securities;

(d) to give the Sponsor and the Institutional Trustee prompt written notice of the 

occurrence of a Special Event, provided that the Administrative Trustees shall consult with the 

Sponsor and the Institutional Trustee before taking or refraining from taking any Ministerial 

Action in relation to a Special Event; 

(e) to establish a record date with respect to all actions to be taken hereunder that 

require a record date be established, including and with respect to, for the purposes of § 316(c) of 

the Trust Indenture Act, Distributions, voting rights, redemptions and exchanges, and to issue 

relevant notices to the Holders of Trust Preferred Securities and Holders of Common Securities 

as to such actions and applicable record dates;

(f) to take all actions and perform such duties as may be required of the 

Administrative Trustees pursuant to the terms of the Securities; 

(g) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or 

otherwise adjust claims or demands of or against the Trust (“Legal Action”), unless pursuant to 

Section 3.8(e), the Institutional Trustee has the exclusive power to bring such Legal Action;

(h) to employ or otherwise engage employees and agents (who may be designated as 

officers with titles) and managers, contractors, advisors, and consultants and pay reasonable 

compensation for such services; 

(i) to cause the Trust to comply with the Trust’s obligations under the Trust 

Indenture Act;

(j) to give the certificate required by § 314(a)(4) of the Trust Indenture Act to the 

Institutional Trustee, which certificate may be executed by any Administrative Trustee; 

(k) to incur expenses that are necessary or incidental to carry out any of the purposes 

of the Trust;

(l) to act as, or appoint another Person to act as, registrar and transfer agent for the 

Securities; 
 - 14 - 

(m) to give prompt written notice to the Holders of the Securities of any notice 

received from the Debenture Issuer of its election to defer payments of interest on the 

Debentures by extending the interest payment period under the Indenture; 

(n) to take all action that may be necessary or appropriate for the preservation and the 

continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust 

under the laws of the State of Delaware and of each other jurisdiction in which such existence is 

necessary to protect the limited liability of the Holders of the Trust Preferred Securities or to 

enable the Trust to effect the purposes for which the Trust was created;

(o) to take any action, not inconsistent with this Declaration or with applicable law, 

that the Administrative Trustees determine in their discretion to be necessary or desirable in 

carrying out the activities of the Trust as set out in this Section 3.6, including, but not limited to: 

(i) causing the Trust not to be deemed to be an Investment Company required 

to be registered under the Investment Company Act; 

(ii) causing the Trust to be classified for United States federal income tax 

purposes as a grantor trust; and

(iii) cooperating with the Debenture Issuer to ensure that the Debentures will 

be treated as indebtedness of the Debenture Issuer for United States federal income tax purposes; 

provided that any such action does not adversely affect the interests of Holders;

(p) to take all action necessary to cause all applicable tax returns and tax information 

reports that are required to be filed with respect to the Trust to be duly prepared and filed by the 

Administrative Trustees, on behalf of the Trust; and

(q) to execute all documents or instruments (including the Purchase Agreement), 

perform all duties and powers, and do all things for and on behalf of the Trust in all matters 

necessary or incidental to the foregoing.

The Administrative Trustees must exercise the powers set forth in this Section 3.6 in a 

manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and 

the Administrative Trustees shall not take any action that is inconsistent with the purposes and 

functions of the Trust set forth in Section 3.3.

Subject to this Section 3.6, the Administrative Trustees shall have none of the powers or 

the authority of the Institutional Trustee set forth in Section 3.8.

Any expenses incurred by the Administrative Trustees pursuant to this Section 3.6 shall 

be reimbursed by the Debenture Issuer. 

Section 3.7 Prohibition of Actions by the Trust and the Trustees.

(a) The Trust shall not, and the Trustees (including the Institutional Trustee) shall not 

cause the Trust to, engage in any activity other than as required or authorized by this Declaration.

In particular, the Trust shall not: 
 - 15 - 

(i) invest any proceeds received by the Trust from holding the Debentures, 

but shall promptly distribute all such proceeds to Holders of Securities pursuant to the terms of 

this Declaration and of the Securities; 

(ii) acquire any assets other than as expressly provided herein;

(iii) possess Trust property for other than a Trust purpose; 

(iv) make any loans or incur any indebtedness; 

(v) possess any power or otherwise act in such a way as to vary the Trust 

assets or the terms of the Securities in any way whatsoever; 

(vi) issue any securities or other evidences of beneficial ownership of, or 

beneficial interest in, the Trust other than the Securities; or

(vii) other than as provided in this Declaration or Annex I, (A) direct the time, 

method and place of exercising any trust or power conferred upon the Debenture Trustee with 

respect to the Debentures, (B) waive any past default that is waivable under the Indenture, (C) 

exercise any right to rescind or annul any declaration that the principal of all the Debentures shall 

be due and payable or (D) consent to any amendment, modification or termination of the 

Indenture or the Debentures where such consent shall be required unless the Trust shall have 

obtained an opinion of nationally recognized independent tax counsel experienced in such 

matters to the effect that as a result of such action, the Trust will not fail to be classified as a 

grantor trust for United States federal income tax purposes. 

Section 3.8 Powers and Duties of the Institutional Trustee.

(a) The legal title to the Debentures shall be owned by and held of record in the name 

of the Institutional Trustee in trust for the benefit of the Holders of the Securities. The right, title 

and interest of the Institutional Trustee to the Debentures shall vest automatically in each Person 

who may hereafter be appointed as Institutional Trustee in accordance with Section 5.6. Such 

vesting and cessation of title shall be effective whether or not conveying documents with regard 

to the Debentures have been executed and delivered.

(b) The Institutional Trustee shall not transfer its right, title and interest in the 

Debentures to the Administrative Trustees or to the Delaware Trustee (if the Institutional Trustee 

does not also act as Delaware Trustee).

(c) The Institutional Trustee shall: 

(i) establish and maintain a segregated non-interest bearing trust account (the 

“Institutional Trustee Account”) in the name of and under the exclusive control of the 

Institutional Trustee on behalf of the Holders of the Securities and, upon the receipt of payments 

of funds made in respect of the Debentures held by the Institutional Trustee, deposit such funds 

into the Institutional Trustee Account and make payments to the Holders of the Trust Preferred 

Securities and Holders of the Common Securities from the Institutional Trustee Account in 

accordance with Section 6.1. Funds in the Institutional Trustee Account shall be held uninvested 

until disbursed in accordance with this Declaration. The Institutional Trustee Account shall be 
 - 16 - 

an account that is maintained with a banking institution the rating on whose long-term unsecured 

indebtedness assigned by a “nationally recognized statistical rating organization,” as that term is 

defined for purposes of Rule 436(g)(2) under the Securities Act, is at least equal to the rating 

assigned to the Trust Preferred Securities by a nationally recognized statistical rating 

organization;

(ii) engage in such ministerial activities as shall be necessary or appropriate to 

effect the redemption of the Trust Preferred Securities and the Common Securities to the extent 

the Debentures are redeemed or mature and to effect the Exchange of Trust Preferred Securities 

and Common Securities for Debentures to the extent the Sponsor or a Sponsor Affiliated Holder 

elects to effect such Exchange pursuant to Section 6.2 hereof; and

(iii) upon written notice of distribution issued by the Administrative Trustees 

in accordance with the terms of the Securities, engage in such ministerial activities as shall be 

necessary or appropriate to effect the distribution of the Debentures to Holders of Securities 

pursuant to the terms of the Securities. 

(d) The Institutional Trustee shall take all actions and perform such duties as may be 

specifically required of the Institutional Trustee pursuant to the terms of the Securities. 

(e) Subject to Section 2.6, the Institutional Trustee shall take any Legal Action which 

arises out of or in connection with a Default of which a Responsible Officer of the Institutional 

Trustee has actual knowledge or the Institutional Trustee’s duties and obligations under this 

Declaration or the Trust Indenture Act.

(f) The Institutional Trustee shall not resign as a Trustee unless either: 

(i) the Trust has been completely liquidated and the proceeds of the 

liquidation distributed to the Holders of Securities, pursuant to the terms of the Securities; or 

(ii) a Successor Institutional Trustee has been appointed and has accepted that 

appointment in accordance with Section 5.6. 

(g) The Institutional Trustee shall have the legal power to exercise all of the rights, 

powers and privileges of a holder of Debentures under the Indenture and, if a Default actually 

known to a Responsible Officer of the Institutional Trustee occurs and is continuing, the 

Institutional Trustee shall, for the benefit of Holders of the Securities, enforce its rights as holder 

of the Debentures subject to the rights of the Holders pursuant to the terms of such Securities, 

this Declaration, the Statutory Trust Act and the Trust Indenture Act.

(h) The Institutional Trustee may authorize one or more Persons (each, a “Paying 

Agent”) to pay Distributions, redemption payments or liquidation payments on behalf of the 

Trust with respect to all Securities and any such Paying Agent shall comply with § 317(b) of the 

Trust Indenture Act. Any Paying Agent may be removed by the Institutional Trustee at any time 

and a successor Paying Agent or additional Paying Agents may be appointed at any time by the 

Institutional Trustee.
 - 17 - 

(i) Subject to this Section 3.8, the Institutional Trustee shall have none of the duties, 

liabilities, powers or the authority of the Administrative Trustees set forth in Section 3.6.

The Institutional Trustee must exercise the powers set forth in this Section 3.8 in a 

manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and 

the Institutional Trustee shall not take any action that is inconsistent with the purposes and 

functions of the Trust set out in Section 3.3.

Section 3.9 Certain Duties and Responsibilities of the Institutional Trustee.

(a) The Institutional Trustee, before the occurrence of any Default and after the 

curing of all Defaults that may have occurred, shall undertake to perform only such duties as are 

specifically set forth in this Declaration and no implied covenants shall be read into this 

Declaration against the Institutional Trustee. In case a Default has occurred (that has not been 

cured or waived pursuant to Section 2.6) of which a Responsible Officer of the Institutional 

Trustee has actual knowledge, the Institutional Trustee shall exercise such of the rights and 

powers vested in it by this Declaration, and use the same degree of care and skill in the exercise 

of such rights and powers, as a prudent person would exercise or use under the circumstances in 

the conduct of his or her own affairs.

(b) No provision of this Declaration shall be construed to relieve the Institutional 

Trustee from liability for its own negligent action, its own negligent failure to act, or its own 

willful misconduct, except that: 

(i) prior to the occurrence of a Default and after the curing or waiving of all 

such Defaults that may have occurred: 

(A) the duties and obligations of the Institutional Trustee shall be 

determined solely by the express provisions of this Declaration and the Institutional 

Trustee shall not be liable except for the performance of such duties and obligations as 

are specifically set forth in this Declaration, and no implied covenants or obligations shall 

be read into this Declaration against the Institutional Trustee; and 

(B) in the absence of willful misconduct on the part of the Institutional 

Trustee, the Institutional Trustee may conclusively rely, as to the truth of the statements 

and the correctness of the opinions expressed therein, upon any certificates or opinions 

furnished to the Institutional Trustee and conforming to the requirements of this 

Declaration; but in the case of any such certificates or opinions that by any provision 

hereof are specifically required to be furnished to the Institutional Trustee, the 

Institutional Trustee shall be under a duty to examine the same to determine whether or 

not they conform to the requirements of this Declaration (but need not confirm or 

investigate the accuracy of mathematical calculations or other facts stated therein); 

(ii) the Institutional Trustee shall not be liable for any error of judgment made 

in good faith by a Responsible Officer of the Institutional Trustee, unless it shall be proved that 

the Institutional Trustee was negligent in ascertaining the pertinent facts; 
 - 18 - 

(iii) the Institutional Trustee shall not be liable with respect to any action taken 

or omitted to be taken by it in good faith in accordance with the direction of the Holders of not 

less than a Majority in liquidation amount of the Securities relating to the time, method and place 

of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising 

any trust or power conferred upon the Institutional Trustee under this Declaration;

(iv) no provision of this Declaration shall require the Institutional Trustee to 

expend or risk its own funds or otherwise incur personal financial liability in the performance of 

any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable 

grounds for believing that the repayment of such funds or liability is not reasonably assured to it 

under the terms of this Declaration or indemnity reasonably satisfactory to the Institutional 

Trustee against such risk or liability is not reasonably assured to it;

(v) the Institutional Trustee’s sole duty with respect to the custody, safe 

keeping and physical preservation of the Debentures and the Institutional Trustee Account shall 

be to deal with such property in a similar manner as the Institutional Trustee deals with similar 

property for its own account, subject to the protections and limitations on liability afforded to the 

Institutional Trustee under this Declaration and the Trust Indenture Act;

(vi) the Institutional Trustee shall have no duty or liability for or with respect 

to the value, genuineness, existence or sufficiency of the Debentures or the payment of any taxes 

or assessments levied thereon or in connection therewith; 

(vii) the Institutional Trustee shall not be liable for any interest on any money 

received by it except as it may otherwise agree with the Sponsor. Money held by the 

Institutional Trustee need not be segregated from other funds held by it except in relation to the 

Institutional Trustee Account maintained by the Institutional Trustee pursuant to Section 3.8(c)(i) 

and except to the extent otherwise required by law; and

(viii) the Institutional Trustee shall not be responsible for monitoring the 

compliance by the Administrative Trustees or the Sponsor with their respective duties under this 

Declaration, nor shall the Institutional Trustee be liable for any default or misconduct of the 

Administrative Trustees or the Sponsor.

Section 3.10 Certain Rights of Institutional Trustee.

(a) Subject to the provisions of Section 3.9: 

(i) the Institutional Trustee may conclusively rely and shall be fully protected 

in acting or refraining from acting upon any resolution, certificate, statement, instrument, 

opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence 

of indebtedness or other paper or document believed by it to be genuine and to have been signed, 

sent or presented by the proper party or parties;

(ii) any direction or act of the Sponsor or the Administrative Trustees 

contemplated by this Declaration shall be sufficiently evidenced by an Officers’ Certificate; 
 - 19 - 

(iii) whenever in the administration of this Declaration, the Institutional 

Trustee shall deem it desirable that a matter be proved or established before taking, suffering or 

omitting any action hereunder, the Institutional Trustee (unless other evidence is herein 

specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely 

upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by 

the Sponsor or the Administrative Trustees; 

(iv) the Institutional Trustee shall have no duty to see to any recording, filing 

or registration of any instrument (including any financing or continuation statement or any filing 

under tax or securities laws) or any rerecording, refiling or registration thereof; 

(v) the Institutional Trustee may consult with counsel or other experts and the 

advice or opinion of such counsel and experts with respect to legal matters or advice within the 

scope of such experts’ area of expertise shall be full and complete authorization and protection in 

respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance 

with such advice or opinion, such counsel may be counsel to the Sponsor or any of its Affiliates, 

and may include any of its employees. The Institutional Trustee shall have the right at any time 

to seek instructions concerning the administration of this Declaration from any court of 

competent jurisdiction; 

(vi) the Institutional Trustee shall be under no obligation to exercise any of the 

rights or powers vested in it by this Declaration at the request or direction of any Holder, unless 

such Holder shall have provided to the Institutional Trustee security and indemnity, reasonably 

satisfactory to the Institutional Trustee, against the costs, expenses (including attorneys’ fees and 

expenses and the expenses of the Institutional Trustee’s agents, nominees or custodians) and 

liabilities that might be incurred by it in complying with such request or direction, including such 

reasonable advances as may be requested by the Institutional Trustee, provided that nothing 

contained in this Section 3.10(a)(vi) shall be taken to relieve the Institutional Trustee, upon the 

occurrence of a Default, of its obligation to exercise the rights and powers vested in it by this 

Declaration; 

(vii) the Institutional Trustee shall not be bound to make any investigation into 

the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, 

notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness 

or other paper or document, but the Institutional Trustee, in its discretion and after prior 

consultation with the Sponsor, may make such further inquiry or investigation into such facts or 

matters as it may see fit at the expense of the Sponsor and shall incur no liability of any kind by 

reason of such inquiry or investigation;

(viii) the Institutional Trustee may execute any of the trusts or powers hereunder 

or perform any duties hereunder either directly or by or through agents, custodians, nominees or 

attorneys and the Institutional Trustee shall not be responsible for any misconduct or negligence 

on the part of any agent or attorney appointed with due care by it hereunder;

(ix) the rights, privileges, protections, immunities and benefits given to the 

Institutional Trustee, including, without limitation, its right to be indemnified, are extended to, 

and shall be enforceable by, the Institutional Trustee in each of its capacities hereunder, and each 
 - 20 - 

agent, custodian and other Person employed to act hereunder by the Institutional Trustee and 

appointed with due care by it; 

(x) any action taken by the Institutional Trustee or its agents hereunder shall 

bind the Trust and the Holders of the Securities, and the signature of the Institutional Trustee or 

its agents alone shall be sufficient and effective to perform any such action and no third party 

shall be required to inquire as to the authority of the Institutional Trustee to so act or as to its 

compliance with any of the terms and provisions of this Declaration, both of which shall be 

conclusively evidenced by the Institutional Trustee’s or its agent’s taking such action;

(xi) whenever in the administration of this Declaration the Institutional Trustee 

shall deem it desirable to receive instructions with respect to enforcing any remedy or right or 

taking any other action hereunder, the Institutional Trustee (i) may request instructions from the 

Holders of the Securities which instructions may only be given by the Holders of the same 

proportion in liquidation amount of the Securities as would be entitled to direct the Institutional 

Trustee under the terms of the Securities in respect of such remedy, right or action, (ii) may 

refrain from enforcing such remedy or right or taking such other action until such instructions are 

received, and (iii) shall be protected in conclusively relying on or acting in or accordance with 

such instructions; 

(xii) except as otherwise expressly provided by this Declaration, the 

Institutional Trustee shall not be under any obligation to take any action that is discretionary 

under the provisions of this Declaration;

(xiii) in no event shall the Institutional Trustee be liable for special, indirect or 

consequential loss or damage of any kind whatsoever (including but not limited to lost profits), 

even if the Institutional Trustee has been advised of the likelihood of such loss or damage and 

regardless of the form of action; and 

(xiv) in no event shall the Institutional Trustee be responsible or liable for any 

failure or delay in the performance of its obligations under this Declaration arising out of or 

caused by, directly or indirectly, forces beyond its reasonable control, including without 

limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military 

disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or 

malfunctions of third-party utilities, communications or computer (software or hardware) 

services.

(b) No provision of this Declaration shall be deemed to impose any duty or obligation 

on the Institutional Trustee to perform any act or acts or exercise any right, power, duty or 

obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which 

the Institutional Trustee shall be unqualified or incompetent in accordance with applicable law, 

to perform any such act or acts, or to exercise any such right, power, duty or obligation. No 

permissive power or authority available to the Institutional Trustee shall be construed to be a 

duty.
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Section 3.11 Delaware Trustee.

The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of 

Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Statutory 

Trust Act that the Trust have at least one trustee with a principal place of business in the State of 

Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have 

none of the duties or liabilities of the Administrative Trustees or the Institutional Trustee. The 

duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust 

in the State of Delaware and (ii) the execution of any certificates required to be filed with the 

Delaware Secretary of State which the Delaware Trustee is required to execute under Section 

3811 of the Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has 

duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Holders, it is 

hereby understood and agreed by the other parties hereto that such duties and liabilities are 

replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this 

Declaration. The Delaware Trustee shall have no liability for the acts or omissions of the 

Administrative Trustees or the Institutional Trustee. The Delaware Trustee shall be entitled to 

all of the same rights, protections, indemnities and immunities under this Declaration and with 

respect to the Trust as the Institutional Trustee. 

Section 3.12 Execution of Documents.

Unless otherwise determined by the Administrative Trustees, and except as otherwise 

required by the Statutory Trust Act, any Administrative Trustee is authorized to execute on 

behalf of the Trust any documents that the Administrative Trustees have the power and authority 

to execute pursuant to Section 3.6; provided that the registration statement referred to in Section 

3.6(b)(i), including any amendments thereto, shall be signed by all of the Administrative 

Trustees.

Section 3.13 Not Responsible for Recitals or Issuance of Securities.

The recitals contained in this Declaration and the Securities shall be taken as the 

statements of the Sponsor, and the Trustees do not assume any responsibility for their 

correctness. The Trustees make no representations as to the value or condition of the property of 

the Trust or any part thereof. The Trustees make no representations as to the validity or 

sufficiency of this Declaration or the Securities.

Section 3.14 Duration of Trust.

The Trust, unless dissolved and terminated pursuant to the provisions of Article VIII 

hereof, shall have existence for fifty-five (55) years from the Closing Date. 

Section 3.15 Mergers.

(a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced 

by, or convey, transfer or lease its properties and assets substantially as an entirety to any 

corporation or other body, except as described in Section 3.15(b) and (c).
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(b) The Trust may, with the consent of the Administrative Trustees or, if there are 

more than two, a majority of the Administrative Trustees and without the consent of the Holders 

of the Securities, the Delaware Trustee or the Institutional Trustee, consolidate, amalgamate, 

merge with or into, or be replaced by a trust organized as such under the laws of any State; 

provided that: 

(i) such successor entity (the “Successor Entity”) either:

(A) expressly assumes all of the obligations of the Trust under the 

Securities; or 

(B) substitutes for the Securities other securities having substantially 

the same terms as the Trust Preferred Securities (the “Successor Securities”) so long as 

the Successor Securities rank the same as the Trust Preferred Securities rank with respect 

to Distributions and payments upon liquidation, redemption and otherwise; 

(ii) the Debenture Issuer expressly acknowledges a trustee of the Successor 

Entity that possesses the same powers and duties as the Institutional Trustee in its capacity as the 

Holder of the Debentures;

(iii) the Trust Preferred Securities or any Successor Securities are listed, or any 

Successor Securities will be listed upon notification of issuance, on any national securities 

exchange or with any other organization on which the Trust Preferred Securities are then listed 

or quoted;

(iv) such merger, consolidation, amalgamation or replacement does not cause 

the Trust Preferred Securities (including any Successor Securities) to be downgraded by any 

nationally recognized statistical rating organization;

(v) such merger, consolidation, amalgamation or replacement does not 

adversely affect the rights, preferences and privileges of the Holders of the Securities (including 

any Successor Securities) in any material respect (other than with respect to any dilution of such 

Holders’ interests in the new entity as a result of such merger, consolidation, amalgamation or 

replacement); 

(vi) such Successor Entity has a purpose substantially identical to that of the 

Trust;

(vii) prior to such merger, consolidation, amalgamation or replacement, the 

Trust has received an opinion of a nationally recognized independent counsel to the Trust 

experienced in such matters to the effect that: 

(A) such merger, consolidation, amalgamation or replacement does not 

adversely affect the rights, preferences and privileges of the Holders of the Securities 

(including any Successor Securities) in any material respect (other than with respect to 

any dilution of the Holders’ interest in the new entity); and 
 - 23 - 

(B) following such merger, consolidation, amalgamation or 

replacement, neither the Trust nor the Successor Entity will be required to register as an 

Investment Company; and 

(C) following such merger, consolidation, amalgamation or 

replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor 

trust for United States federal income tax purposes; and

(viii) the Sponsor guarantees the obligations of such Successor Entity under the 

Successor Securities at least to the extent provided by the Guarantee Agreement. 

(c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of 

Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or 

into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, 

merge with or into, or replace it, if in the opinion of a nationally recognized independent tax 

counsel experienced in such matters, such consolidation, amalgamation, merger or replacement 

would cause the Trust or the Successor Entity to be classified as other than a grantor trust for 

United States federal income tax purposes. 

ARTICLE IV 

SPONSOR

Section 4.1 Sponsor’s Purchase of Common Securities.

On the Closing Date, the Sponsor will purchase all of the Common Securities issued by 

the Trust at the same time as the Trust Preferred Securities are issued. 

Section 4.2 Responsibilities of the Sponsor.

In connection with the issue of the Trust Preferred Securities, the Sponsor shall have the 

exclusive right to engage in the following activities, if and as applicable (and subject, as 

applicable, to the terms and conditions of the Purchase Agreement): 

(a) to prepare for filing by the Trust with the Commission a registration statement on 

Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the 

Securities Act, including any pre-effective or post-effective amendments thereto, relating to the 

registration under the Securities Act of the Trust Preferred Securities;

(b) to determine the States in which to take appropriate action to qualify or register 

for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than 

actions which must be taken by the Trust, and advise the Trust of actions it must take, and 

prepare for execution and filing any documents to be executed and filed by the Trust, as the 

Sponsor deems necessary or advisable in order to comply with the applicable laws of any such 

States; 

(c) to prepare for filing by the Trust an application to the New York Stock Exchange 

or any other national stock exchange for listing upon notice of issuance of any Trust Preferred 

Securities; 
 - 24 - 

(d) to negotiate the terms of the Purchase Agreement and other related agreements 

providing for the sale of the Trust Preferred Securities. The Sponsor shall have the authority to 

execute and deliver the Purchase Agreement on behalf of the Trust; 

(e) to prepare for filing by the Trust with the Commission a registration statement on 

Form 8-A, including any pre-effective or post-effective amendments thereto, relating to the 

registration of the Trust Preferred Securities under Section 12(b) of the Exchange Act, including 

any amendments thereto; and 

(f) to otherwise carry out and perform the provisions of the Purchase Agreement 

providing for, among other things, the issuance of the Trust Preferred Securities. 

ARTICLE V 

TRUSTEES 

Section 5.1 Number of Trustees; U.S. Person.

The number of Trustees initially shall be four (4), and: 

(a) at any time before the issuance of any Securities, the Sponsor may, by written 

instrument, increase or decrease the number of Trustees; 

(b) after the issuance of any Securities, the number of Trustees may be increased or 

decreased by vote of the Holders of a majority in liquidation amount of the Common Securities 

voting as a class at a meeting of the Holders of the Common Securities or by written consent, 

provided, however, that the number of Trustees shall in no event be less than two (2); provided

further that (1) one Trustee, in the case of a natural person, shall be a person who is a resident of 

the State of Delaware or that, if not a natural person, shall be an entity which has its principal 

place of business in the State of Delaware (the “Delaware Trustee”); (2) there shall be at least 

one Trustee who is an employee or officer of, or is affiliated with the Sponsor (a “Administrative 

Trustee”); and (3) one Trustee shall be the Institutional Trustee, and such Trustee may also serve 

as Delaware Trustee if it meets the applicable requirements; and 

(c) no Person shall serve as a Trustee unless such Person is a “United States person” 

within the meaning of Section 7701(a)(30) of the Code.

Section 5.2 Delaware Trustee.

If required by the Statutory Trust Act, the Delaware Trustee shall be: 

(a) a natural person who is a resident of the State of Delaware; or

(b) if not a natural person, an entity which has its principal place of business in the 

State of Delaware, and otherwise meets the requirements of applicable law, 

provided that if the Institutional Trustee has its principal place of business in the State of 

Delaware and otherwise meets the requirements of applicable law, then the Institutional Trustee 

shall also be the Delaware Trustee and Section 3.11 shall have no application.
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Section 5.3 Institutional Trustee; Eligibility.

(a) There shall at all times be one Trustee that shall act as Institutional Trustee which 

shall:

(i) not be an Affiliate of the Sponsor;

(ii) be a corporation organized and doing business under the laws of the 

United States of America or any State or Territory thereof or of the District of Columbia, or a 

corporation or Person permitted by the Commission to act as an institutional trustee under the 

Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a 

combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to 

supervision or examination by Federal, State, Territorial or District of Columbia authority. If 

such corporation publishes reports of condition at least annually, pursuant to law or to the 

requirements of the supervising or examining authority referred to above, then for the purposes 

of this Section 5.3(a)(ii), the combined capital and surplus of such corporation shall be deemed 

to be its combined capital and surplus as set forth in its most recent report of condition so 

published; and

(iii) if the Trust is excluded from the definition of an Investment Company 

solely by means of Rule 3a-7 and to the extent Rule 3a-7 requires a trustee having certain 

qualifications to hold title to the “eligible assets” of the Trust, the Institutional Trustee shall 

possess those qualifications.

(b) If at any time the Institutional Trustee shall cease to be eligible to so act under 

Section 5.3(a), the Institutional Trustee shall immediately resign in the manner and with the 

effect set forth in Section 5.6(c).

(c) If the Institutional Trustee has or shall acquire any “conflicting interest” within 

the meaning of § 310(b) of the Trust Indenture Act, the Institutional Trustee and the Holders of 

the Common Securities (as if such Holders were the obligor referred to in § 310(b) of the Trust 

Indenture Act) shall in all respects comply with the provisions of § 310(b) of the Trust Indenture 

Act, subject to the penultimate paragraph thereof. 

(d) The Guarantee Agreement shall be deemed to be specifically described in this 

Declaration for purposes of clause (i) of the first proviso contained in § 310(b) of the Trust 

Indenture Act.

(e) The initial Institutional Trustee shall be as set forth in Section 5.5 hereof. 

Section 5.4 Qualifications of Administrative Trustees and Delaware Trustee Generally.

Each Administrative Trustee and the Delaware Trustee (unless the Institutional Trustee 

also acts as Delaware Trustee) shall be either a natural person who is at least 21 years of age or a 

legal entity that shall act through one or more Authorized Officers. 

Section 5.5 Initial Trustees; Additional Powers of Administrative Trustees.

(a) The initial Administrative Trustees shall be: 
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Christopher Halmy 

Sean Leary

The initial Delaware Trustee shall be: 

BNY Mellon Trust of Delaware 

100 White Clay Center 

Suite 102 

Newark, DE 19711 

Attn: Corporate Trust Department 

The initial Institutional Trustee shall be: 

The Bank of New York Mellon 

101 Barclay Street-8W 

New York, New York 10286

(b) Except as expressly set forth in this Declaration and except if a meeting of the 

Administrative Trustees is called with respect to any matter over which the Administrative 

Trustees have power to act, any power of the Administrative Trustees may be exercised by, or 

with the consent of, any one such Administrative Trustee. 

(c) Unless otherwise determined by the Administrative Trustees, and except as 

otherwise required by the Statutory Trust Act or applicable law, any Administrative Trustee is 

authorized to execute on behalf of the Trust any documents which the Administrative Trustees 

have the power and authority to cause the Trust to execute pursuant to Section 3.6, provided that 

any registration statement referred to in Section 3.6(b)(i), including any amendments thereto, 

shall be signed by all of the Administrative Trustees; and 

(d) a Administrative Trustee may, by power of attorney consistent with applicable 

law, delegate to any other natural person over the age of 21 his or her power for the purposes of 

signing any documents which the Administrative Trustees have power and authority to cause the 

Trust to execute pursuant to Section 3.6.

Section 5.6 Appointment, Removal and Resignation of Trustees.

(a) Subject to Section 5.6(b), Trustees may be appointed or removed without cause at 

any time: 

(i) until the issuance of any Securities, by written instrument executed by the 

Sponsor; and

(ii) in the case of the Administrative Trustees, after the issuance of any 

Securities, by vote of the Holders of a Majority in liquidation amount of the Common Securities 

voting as a class by written consent or at a meeting of the Holders of the Common Securities; 

(iii) in the case of the Institutional Trustee and the Delaware Trustee, unless a 

Default shall have occurred and be continuing after the issuance of any Securities, by a vote of 
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the Holders of a Majority in liquidation amount of the Common Securities voting as a class by 

written consent or at a meeting of the Holders of the Common Securities; and 

(iv) in the case of the Institutional Trustee and the Delaware Trustee, if a 

Default shall have occurred and be continuing after the issuance of the Securities, by a vote of 

the Holders of a Majority in liquidation amount of the Trust Preferred Securities voting as a class 

by written consent or at a meeting of the Holders of the Trust Preferred Securities. 

(b) (i) The Trustee that acts as Institutional Trustee shall not be removed in 

accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as 

Institutional Trustee under Section 5.3 (a “Successor Institutional Trustee”) has been appointed 

and has accepted such appointment by written instrument executed by such Successor 

Institutional Trustee and delivered to the Administrative Trustees and the Sponsor; and

(ii) the Trustee that acts as Delaware Trustee shall not be removed in 

accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as 

Delaware Trustee under Sections 5.2 and 5.4 (a “Successor Delaware Trustee”) has been 

appointed and has accepted such appointment by written instrument executed by such Successor 

Delaware Trustee and delivered to the Administrative Trustees and the Sponsor. 

(c) A Trustee appointed to office shall hold office until his successor shall have been 

appointed or until his death, removal or resignation. Any Trustee may resign from office 

(without need for prior or subsequent accounting) by an instrument in writing signed by the 

Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such 

delivery or upon such later date as is specified therein; provided, however, that: 

(i) No such resignation of the Trustee that acts as the Institutional Trustee 

shall be effective: 

(A) until a Successor Institutional Trustee has been appointed and has 

accepted such appointment by instrument executed by such Successor Institutional 

Trustee and delivered to the Trust, the Sponsor and the resigning Institutional Trustee; or

(B) until the assets of the Trust have been completely liquidated and 

the proceeds thereof distributed to the holders of the Securities; and

(ii) no such resignation of the Trustee that acts as the Delaware Trustee shall 

be effective until a Successor Delaware Trustee has been appointed and has accepted such 

appointment by instrument executed by such Successor Delaware Trustee and delivered to the 

Trust, the Sponsor and the resigning Delaware Trustee. 

(d) The Holders of the Common Securities shall use their best efforts to promptly 

appoint a Successor Delaware Trustee or Successor Institutional Trustee as the case may be if the 

Institutional Trustee or the Delaware Trustee delivers an instrument of resignation in accordance 

with this Section 5.6. 

(e) If no Successor Institutional Trustee or Successor Delaware Trustee shall have 

been appointed and accepted appointment as provided in this Section 5.6 within 60 days after 
 - 28 - 

delivery to the Sponsor and the Trust of an instrument of resignation, the resigning Institutional 

Trustee or Delaware Trustee, as applicable, may petition any court of competent jurisdiction at 

the expense of the Sponsor for appointment of a Successor Institutional Trustee or Successor 

Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may 

deem proper and prescribe, appoint a Successor Institutional Trustee or Successor Delaware 

Trustee, as the case may be. 

(f) No Institutional Trustee or Delaware Trustee shall be liable for the acts or 

omissions to act of any Successor Institutional Trustee or Successor Delaware Trustee, as the 

case may be. 

Section 5.7 Vacancies among Trustees.

If a Trustee ceases to hold office for any reason and the number of Trustees is not 

reduced pursuant to Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1, 

a vacancy shall occur. A resolution certifying the existence of such vacancy by the 

Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees 

shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a 

Trustee appointed in accordance with Section 5.6.

Section 5.8 Effect of Vacancies.

The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, 

incompetence or incapacity to perform the duties of a Trustee shall not operate to annul the 

Trust. Whenever a vacancy in the number of Administrative Trustees shall occur, until such 

vacancy is filled by the appointment of a Administrative Trustee in accordance with Section 5.6, 

the Administrative Trustees in office, regardless of their number, shall have all the powers 

granted to the Administrative Trustees and shall discharge all the duties imposed upon the 

Administrative Trustees by this Declaration.

Section 5.9 Meetings.

If there is more than one Administrative Trustee, meetings of the Administrative Trustees 

shall be held from time to time upon the call of any Administrative Trustee. Regular meetings of 

the Administrative Trustees may be held at a time and place fixed by resolution of the 

Administrative Trustees. Notice of any in-person meetings of the Administrative Trustees shall 

be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by 

overnight courier) not less than 48 hours before such meeting. Notice of any telephonic 

meetings of the Administrative Trustees or any committee thereof shall be hand delivered or 

otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) 

not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place 

and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a 

Administrative Trustee at a meeting shall constitute a waiver of notice of such meeting except 

where a Administrative Trustee attends a meeting for the express purpose of objecting to the 

transaction of any activity on the ground that the meeting has not been lawfully called or 

convened. Unless provided otherwise in this Declaration, any action of the Administrative 

Trustees may be taken at a meeting by vote of a majority of the Administrative Trustees present 

(whether in person or by telephone) and eligible to vote with respect to such matter, provided
 - 29 - 

that a Quorum is present, or without a meeting by the unanimous written consent of the 

Administrative Trustees. In the event there is only one Administrative Trustee, any and all 

action of such Administrative Trustee shall be evidenced by a written consent of such 

Administrative Trustee. 

Section 5.10 Delegation of Power.

(a) Any Administrative Trustee may, by power of attorney consistent with applicable 

law, delegate to any other natural person over the age of 21 his or her power for the purpose of 

executing any documents contemplated in Section 3.6, including any registration statement or 

amendment thereto filed with the Commission, or making any other governmental filing; 

(b) the Administrative Trustees shall have power to delegate from time to time to 

such of their number or to officers of the Trust the doing of such things and the execution of such 

instruments either in the name of the Trust or the names of the Administrative Trustees or 

otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is 

not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein; 

and

(c) any delegation of power by a Administrative Trustee under Section 3.6(g) (and 

Section 3.6(o) insofar as it applies to Section 3.6(g)) or by the Institutional Trustee under Section 

3.8(e) shall be to a “United States person” (as defined under Section 7701(a)(30) of the Code).

Section 5.11 Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Institutional Trustee or the Delaware Trustee, as the case 

may be, may be merged or converted or with which either may be consolidated, or any 

corporation resulting from any merger, conversion or consolidation to which the Institutional 

Trustee or the Delaware Trustee, as the case may be, shall be a party, or any corporation 

succeeding to all or substantially all the corporate trust business of the Institutional Trustee or the 

Delaware Trustee, as the case may be, shall be the successor of the Institutional Trustee or the 

Delaware Trustee, as the case may be, hereunder, provided such corporation shall be otherwise 

qualified and eligible under this Article, without the execution or filing of any paper or any 

further act on the part of any of the parties hereto.

ARTICLE VI 

DISTRIBUTIONS; EXCHANGES 

Section 6.1 Distributions.

Holders shall receive Distributions (as defined herein) in accordance with the applicable 

terms of the relevant Holder’s Securities. Distributions shall be made on the Trust Preferred 

Securities and the Common Securities in accordance with the preferences set forth in their 

respective terms. If and to the extent that the Debenture Issuer makes a payment of interest 

(including Compounded Interest (as defined in the Indenture) and Additional Interest (as defined 

in the Indenture)), premium and/or principal on the Debentures held by the Institutional Trustee 

(the amount of any such payment being a “Payment Amount”), the Institutional Trustee shall and 

is directed to make a distribution (a “Distribution”) of the Payment Amount to Holders. 
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Section 6.2 Exchanges.

(a) If at any time the Sponsor or any of its Affiliates (in any such case, a “Sponsor 

Affiliated Holder”) is the Holder of any Trust Preferred Securities or is a Trust Preferred 

Security Beneficial Owner, such Sponsor Affiliated Holder shall have the right to deliver to the 

Institutional Trustee all or such portion of its Trust Preferred Securities as it elects and, subject to 

the terms of the Indenture, receive, in exchange therefor, Debentures having an aggregate 

principal amount equal to the aggregate Liquidation Amount of the Trust Preferred Securities 

exchanged therefor (such an exchange being referred to herein as an “Exchange”). Such election 

(i) shall be exercisable, and shall be effective on any Business Day, provided that such Business 

Day is not a record date or any date falling between a record date and a date on which the related 

Distribution is payable, by such Sponsor Affiliated Holder delivering to the Institutional Trustee 

a written notice of such election specifying the aggregate Liquidation Amount of Trust Preferred 

Securities with respect to which such election is being made and the date on which such 

Exchange shall occur, which date shall be not less than three (3) Business Days after the date of 

receipt by the Institutional Trustee of such election notice and (ii) shall be conditioned upon such 

Sponsor Affiliated Holder having delivered or caused to be delivered to the Institutional Trustee 

or its designee the Trust Preferred Securities which are the subject of such election by 10:00 a.m. 

New York City time, on the date on which such Exchange is to occur. After the Exchange, such 

Trust Preferred Securities shall be cancelled and shall no longer be deemed to be outstanding and 

all rights of the Sponsor Affiliated Holder with respect to such Trust Preferred Securities shall 

cease. So long as the Trust Preferred Securities are in book-entry-only form, the delivery and the 

cancellation of the Trust Preferred Securities pursuant to this Section 6.2 shall be made in 

accordance with the customary procedures of the Clearing Agency for the Trust Preferred 

Securities.

(b) In the case of an Exchange described in Section 6.2(a), the Trust shall, at the 

written request of the Sponsor, on the date of such Exchange, exchange Debentures having a 

principal amount equal to a proportional amount of the aggregate Liquidation Amount of the 

outstanding Common Securities, such proportional amount determined by multiplying the 

aggregate Liquidation Amount of the outstanding Common Securities by the ratio of the 

aggregate Liquidation Amount of the Trust Preferred Securities exchanged pursuant to Section 

6.2(a) to the aggregate Liquidation Amount of the Trust Preferred Securities outstanding 

immediately prior to such Exchange, for such proportional amount of Common Securities held 

by the Sponsor (which contemporaneously shall be cancelled and no longer be deemed to be 

outstanding); provided, that the Sponsor delivers or causes to be delivered to the Institutional 

Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 

a.m., New York City time, on the date on which such Exchange is to occur. 

ARTICLE VII 

ISSUANCE OF SECURITIES 

Section 7.1 General Provisions Regarding Securities.

(a) The Administrative Trustees shall on behalf of the Trust issue one class of 

preferred securities representing undivided beneficial interests in the assets of the Trust having 

such terms as are set forth in Annex I (the “Trust Preferred Securities”) and one class of common 

securities representing undivided beneficial interests in the assets of the Trust having such terms 
 - 31 - 

as are set forth in Annex I (the “Common Securities”). The Trust shall issue no securities or 

other interests in the assets of the Trust other than the Trust Preferred Securities and the 

Common Securities.

(b) The Certificates shall be signed on behalf of the Trust by a Administrative 

Trustee. Such signature shall be the manual signature of any present or any future 

Administrative Trustee. In case any Administrative Trustee of the Trust who shall have signed 

any of the Securities shall cease to be such Administrative Trustee before the Certificates so 

signed shall be delivered by the Trust, such Certificates nevertheless may be delivered as though 

the person who signed such Certificates had not ceased to be such Administrative Trustee; and 

any Certificate may be signed on behalf of the Trust by such persons who, at the actual date of 

execution of such Security, shall be the Administrative Trustees of the Trust, although at the date 

of the execution and delivery of the Declaration any such person was not such a Administrative 

Trustee. Certificates shall be printed, lithographed or engraved or may be produced in any other 

manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their 

execution thereof, and may have such letters, numbers or other marks of identification or 

designation and such legends or endorsements as the Administrative Trustees may deem 

appropriate, or as may be required to comply with any law or with any rule or regulation of any 

stock exchange on which Securities may be listed, or to conform to usage. 

(c) Any cash consideration received by the Trust for the issuance of the Securities 

shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the 

Trust.

(d) Upon issuance of the Securities as provided in this Declaration, the Securities so 

issued shall be deemed to be validly issued, fully paid and non-assessable.

(e) Every Person, by virtue of having become a Holder or a Trust Preferred Security 

Beneficial Owner in accordance with the terms of this Declaration, shall be deemed to have 

expressly assented and agreed to the terms of, and shall be bound by, this Declaration.

ARTICLE VIII 

DISSOLUTION; TERMINATION OF TRUST

Section 8.1 Dissolution of Trust.

(a) The Trust shall dissolve: 

(i) upon the bankruptcy of any Holder of the Common Securities or the 

Sponsor;

(ii) upon the filing of a certificate of dissolution or its equivalent with respect 

to the Sponsor or the revocation of the Sponsor’s charter and the expiration of 90 days after the 

date of revocation without a reinstatement thereof; 

(iii) upon the entry of a decree of judicial dissolution of any Holder of the 

Common Securities, the Sponsor or the Trust;
 - 32 - 

(iv) Subject to obtaining any required regulatory approval, when all of the 

Securities have been called for redemption;

(v) Subject to obtaining any required regulatory approval, upon the call for the 

Exchange of all of the then-outstanding Trust Preferred Securities pursuant to Section 6.2;

(vi) Subject to obtaining any required regulatory approval, when the Trust 

shall have been dissolved in accordance with the terms of the Securities upon election by the 

Sponsor of its right to terminate the Trust and distribute all of the Debentures to the Holders of 

Securities in exchange for all of the Securities;

(vii) before the issuance of any Securities, with the consent of all of the 

Administrative Trustees and the Sponsor; or

(viii) upon the expiration of the term of the Trust set forth in Section 3.14.

(b) As soon as is practicable after the occurrence of an event referred to in Section 

8.1(a), and after satisfaction of the claims and obligations of the Trust as required by applicable 

law, including Section 3808 of the Statutory Trust Act, and subject to the terms set forth in 

Annex I, the Delaware Trustee, when notified in writing of the completion of the winding up of 

the Trust in accordance with the Statutory Trust Act, shall terminate the Trust by filing, at the 

expense of the Sponsor, a certificate of cancellation with the Secretary of State of the State of 

Delaware.

(c) The provisions of Section 3.9, Section 3.10 and Article X shall survive the 

termination of the Trust. 

ARTICLE IX 

TRANSFER OF INTERESTS

Section 9.1 Transfer of Securities.

(a) Securities may only be transferred, in whole or in part, in accordance with the 

terms and conditions set forth in this Declaration and in the terms of the Securities. Any transfer 

or purported transfer of any Security not made in accordance with this Declaration shall be null 

and void.

(b) Subject to this Article IX, all Certificates or other instruments representing the 

Trust Preferred Securities will bear a legend substantially to the following effect (the “Private 

Placement Legend”):

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE 

TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A 

REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT 

AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION 

FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE 
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SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE 

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE 

HEREOF (1) REPRESENTS THAT IT IS (X) A “QUALIFIED INSTITUTIONAL BUYER”

(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (Y) AN 

INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF 

SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, 

(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE 

SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A 

REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES 

ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT 

ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT 

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED 

IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN 

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO 

WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON 

RULE 144A, (C) TO THE DEBENTURE ISSUER OR (D) PURSUANT TO ANY OTHER 

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 

SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO 

WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE 

TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 

All Certificates or other instruments representing the Trust Preferred Securities will also 

bear a legend substantially to the following effect: 

ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST 

THEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED BY ITS 

PURCHASE AND HOLDING THEREOF THAT EITHER (I) NO PORTION OF THE 

ASSETS USED BY IT TO ACQUIRE AND HOLD THE SECURITY CONSTITUTES 

ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO SECTION 406 OF THE 

U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED 

(“ERISA”), ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 

4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), 

OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS 

OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE 

CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING 

ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH EMPLOYEE 

BENEFIT PLAN OR OTHER PLAN, ACCOUNT OR ARRANGEMENT OR (II) THE 

PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 

4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW. 

(c) Subject to this Article IX, the Sponsor and any Related Party may only transfer 

Common Securities to the Sponsor or a Related Party of the Sponsor; provided that any such 

transfer is subject to the condition precedent that the transferor obtain the written opinion of 

nationally recognized independent counsel experienced in such matters that such transfer would 

not cause more than an insubstantial risk that: 
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(i) the Trust would not be classified for United States federal income tax 

purposes as a grantor trust; and

(ii) the Trust would be an Investment Company or the transferee would 

become an Investment Company. 

Section 9.2 Transfer of Certificates.

(a) The Trust shall cause to be kept at the Corporate Trust Office of the Institutional 

Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Trust 

shall provide for the registration of Trust Preferred Securities and of transfers of Trust Preferred 

Securities. The Institutional Trustee is hereby appointed “Security Registrar” for the purpose of 

registering Trust Preferred Securities and transfers of Trust Preferred Securities as herein 

provided. The Security Registrar shall provide for the registration of Certificates and of transfers 

of Certificates, which will be effected without charge but only upon payment (with such 

indemnity as the Security Registrar may require) in respect of any tax or other government 

charges that may be imposed in relation to it. Upon surrender for registration of transfer of any 

Certificate, the Security Registrar shall cause one or more new Certificates to be issued in the 

name of the designated transferee or transferees. Every Certificate surrendered for registration of 

transfer shall be accompanied by a written instrument of transfer in form satisfactory to the 

Security Registrar duly executed by the Holder or such Holder’s attorney duly authorized in 

writing. Each Certificate surrendered for registration of transfer shall be canceled by the 

Security Registrar. A transferee of a Certificate shall be entitled to the rights and subject to the 

obligations of a Holder hereunder upon the receipt by such transferee of a Certificate. By 

acceptance of a Certificate, each transferee shall be deemed to have agreed to be bound by this 

Declaration. 

(b) In the event that any Trust Preferred Securities (i) become registered under the 

Securities Act or (ii) are eligible to be transferred without restriction in accordance with Rule 

144 or another exemption from registration under the Securities Act (other than Rule 144A), the 

Administrative Trustees shall cause to be issued, in accordance with Section 9.2(a) above, new 

Certificates or other instruments representing such Trust Preferred Securities, which shall not 

contain the Private Placement Legend. Securities shall be freely transferable, subject to 

compliance with this Article IX and the Securities Act. Subject to the last sentence of this 

Section 9.2(b), if a Certificate representing a Trust Preferred Security bears a Private Placement 

Legend, such Trust Preferred Security (x) may be transferred to a Person or Persons who take 

delivery thereof in the form of a Certificate bearing a Private Placement Legend only if the 

Security Registrar receives (A) an appropriately completed certificate of transfer in the form 

attached hereto as Exhibit D and (B) if applicable, a certificate substantially in the form attached 

hereto as Exhibit E (each such certificate, a “Transfer Certification”); and (y) may be transferred 

to a Person or Persons who take delivery thereof in the form of a Certificate not bearing a Private 

Placement Legend or may be exchanged for a Certificate not bearing a Private Placement Legend 

only if the Security Registrar has previously received an opinion of counsel in form reasonably 

acceptable to the Sponsor to the effect that the Trust Preferred Securities are eligible to be 

transferred without restriction (a “Transfer Opinion”). The Institutional Trustee and the Security 

Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with 

any restrictions on transfer or exchange imposed under this Declaration or under applicable law 

with respect to any transfer or exchange of any interest in any Security (including any transfers 
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between or among Clearing Agency Participants, members or beneficial owners in any Global 

Security) other than to require delivery of such certificates and other documentation or evidence 

as are expressly required by, and to do so if and when expressly required by, the terms of this 

Declaration, and to examine the same to determine substantial compliance as to form with the 

express requirements hereof. At such time as the Debenture Issuer shall determine, in 

accordance with applicable law, that the Trust Preferred Securities are no longer required to bear 

the Private Placement Legend, then: (x) the Sponsor shall deliver to the Institutional Trustee a 

Transfer Opinion; (y) the Security Registrar shall cause to be issued, in accordance with Section 

9.2(a) above, new Certificates or other instruments representing such Trust Preferred Securities, 

which shall not contain the Private Placement Legend; and (z) no Transfer Certification shall be 

required as a condition to any subsequent transfer of the Trust Preferred Securities. 

(c) Before registering for transfer or exchange any Trust Preferred Securities, the 

Securities Registrar may require an Opinion of Counsel or other evidence satisfactory to it 

(which may include a certificate from such purchaser or Holder) that either (i) no portion of the 

assets used by such purchaser or Holder to acquire and hold the Trust Preferred Securities 

constitutes assets of any “employee benefit plan” subject to Section 406 of the U.S. Employee 

Retirement Income Security Act of 1974, as amended (“ERISA”), any plan, account or other 

arrangement subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the 

“Code”), or provisions under any federal, state, local, non-U.S. or other laws or regulations that 

are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or any entity 

whose underlying assets are considered to include “plan assets” of any such employee benefit 

plan or other plan, account or arrangement or (ii) the purchase and holding of the Trust Preferred 

Securities will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or 

section 4975 of the Code or a violation under any applicable similar law. 

Section 9.3 Deemed Security Holders.

The Trustees and the Security Registrar may treat the Person in whose name any 

Certificate shall be registered on the books and records of the Trust as the sole holder of such 

Certificate and of the Securities represented by such Certificate for purposes of receiving 

Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to 

recognize any equitable or other claim to or interest in such Certificate or in the Securities 

represented by such Certificate on the part of any Person, whether or not the Trust shall have 

actual or other notice thereof.

Section 9.4 Book Entry Interests.

The Trust Preferred Securities, on original issuance, will be issued in the form of 

definitive, fully registered Trust Preferred Security Certificates (the “Definitive Trust Preferred 

Security Certificates”). The Trust Preferred Securities may, upon the instruction of the Sponsor, 

be issued in the form of one or more, fully registered, global Trust Preferred Security Certificates 

(each a “Global Certificate”), to be delivered to DTC, the initial Clearing Agency, by, or on 

behalf of, the Trust. Such Global Certificates shall initially be registered on the books and 

records of the Trust in the name of Cede & Co., the nominee of DTC, and no Trust Preferred 

Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate 

representing such Trust Preferred Security Beneficial Owner’s interests in such Global 

Certificates, except as provided in Section 9.7. If the Trust Preferred Securities are held as 
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Global Certificates, then unless and until Definitive Trust Preferred Security Certificates shall 

have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 9.7:

(a) the provisions of this Section 9.4 shall be in full force and effect;

(b) the Trust and the Trustees shall be entitled to deal with the Clearing Agency for 

all purposes of this Declaration (including the payment of Distributions on the Global 

Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Trust 

Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to 

the Trust Preferred Security Beneficial Owners; 

(c) to the extent that the provisions of this Section 9.4 conflict with any other 

provisions of this Declaration, the provisions of this Section 9.4 shall control; and

(d) the rights of the Trust Preferred Security Beneficial Owners shall be exercised 

only through the Clearing Agency and shall be limited to those established by law and 

agreements between such Trust Preferred Security Beneficial Owners and the Clearing Agency 

and/or the Clearing Agency Participants and the Clearing Agency shall receive and transmit 

payments of Distributions on the Global Certificates to such Clearing Agency Participants. DTC 

will make book entry transfers among the Clearing Agency Participants. 

Section 9.5 Notices to Clearing Agency.

While the Trust Preferred Securities are in the form of Definitive Trust Preferred Security 

Certificates, all notices and communications to the Trust Preferred Security Holders shall be 

made at the respective addresses of the Holders set forth on the books and records of the Trust. 

If the Trust Preferred Securities are held as Global Certificates, whenever a notice or other 

communication to the Trust Preferred Security Holders is required under this Declaration, the 

Administrative Trustees shall give all such notices and communications specified herein to be 

given to the Trust Preferred Security Holders to the Clearing Agency, and shall have no notice 

obligations to the Trust Preferred Security Beneficial Owners. 

Section 9.6 Appointment of Successor Clearing Agency.

If any Clearing Agency elects to discontinue its services as a securities depositary with 

respect to the Trust Preferred Securities, the Administrative Trustees may, in their sole 

discretion, appoint a successor Clearing Agency with respect to such Trust Preferred Securities.

Section 9.7 Definitive Trust Preferred Security Certificates.

If, following the issuance of Global Certificates: 

(a) a Clearing Agency elects to discontinue its services as a securities depositary with 

respect to the Trust Preferred Securities and a successor Clearing Agency is not appointed within 

90 days after such discontinuance pursuant to Section 9.6; or

(b) the Administrative Trustees elect after consultation with the Sponsor and subject 

to the procedures of the Clearing Agency to terminate the book entry system through the 

Clearing Agency with respect to the Trust Preferred Securities,
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then:

(c) Definitive Trust Preferred Security Certificates shall be prepared by the 

Administrative Trustees on behalf of the Trust with respect to such Trust Preferred Securities; 

and

(d) upon surrender of the Global Certificates by the Clearing Agency, accompanied 

by registration instructions, the Administrative Trustees and the Security Registrar shall cause 

Definitive Certificates to be delivered to Trust Preferred Security Beneficial Owners in 

accordance with the instructions of the Clearing Agency. Neither the Trustees nor the Trust nor 

the Security Registrar shall be liable for any delay in delivery of such instructions and each of 

them may conclusively rely on and shall be protected in relying on, said instructions of the 

Clearing Agency. The Definitive Trust Preferred Security Certificates shall be printed, 

lithographed or engraved or may be produced in any other manner as is reasonably acceptable to 

the Administrative Trustees, as evidenced by their execution thereof, and may have such letters, 

numbers or other marks of identification or designation and such legends or endorsements as the 

Administrative Trustees may deem appropriate, or as may be required to comply with any law or 

with any rule or regulation made pursuant thereto or with any rule or regulation of any stock 

exchange on which Trust Preferred Securities may be listed, or to conform to usage. 

Section 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

If:

(a) any mutilated Certificates should be surrendered to the Security Registrar, or if 

the Security Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of 

any Certificate; and

(b) there shall be delivered to the Security Registrar such security or indemnity as 

may be required by them to keep each of them harmless, then, in the absence of notice that such 

Certificate shall have been acquired by a bona fide purchaser, any Administrative Trustee on 

behalf of the Trust shall execute and deliver, in exchange for or in lieu of any such mutilated, 

destroyed, lost or stolen Certificate, a new Certificate of like denomination. In connection with 

the issuance of any new Certificate under this Section 9.8, the Administrative Trustees and the 

Security Registrar may require the payment of a sum sufficient to cover any tax or other 

governmental charge that may be imposed in connection therewith. Any duplicate Certificate 

issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in 

the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed 

Certificate shall be found at any time.

ARTICLE X 

LIMITATION OF LIABILITY OF HOLDERS OF 

SECURITIES, TRUSTEES OR OTHERS 

Section 10.1 Liability.

(a) Except as expressly set forth in this Declaration, the Guarantee Agreement and 

the terms of the Securities, the Sponsor shall not be:
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(i) personally liable for the return of any portion of the capital contributions 

(or any return thereon) of the Holders of the Securities which shall be made solely from assets of 

the Trust; and 

(ii) required to pay to the Trust or to any Holder of Securities any deficit upon 

dissolution of the Trust or otherwise.

(b) The Holder of the Common Securities shall be liable for all of the debts and 

obligations of the Trust (other than with respect to the Securities) to the extent not satisfied out 

of the Trust’s assets.

(c) Pursuant to § 3803(a) of the Statutory Trust Act, the Holders of the Trust 

Preferred Securities shall 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.

Section 10.2 Exculpation.

(a) No Indemnified Person shall be liable, responsible or accountable in damages or 

otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of 

any act or omission performed or omitted by such Indemnified Person in good faith on behalf of 

the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of 

the authority conferred on such Indemnified Person by this Declaration or by law, except that an 

Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such 

Indemnified Person’s gross negligence or willful misconduct with respect to such acts or 

omissions. 

(b) An Indemnified Person shall be fully protected in relying in good faith upon the 

records of the Trust and upon such information, opinions, reports or statements presented to the 

Trust by any Person as to matters the Indemnified Person reasonably believes are within such 

other Person’s professional or expert competence and who, if selected by such Person, has been 

selected with reasonable care by such Person, including information, opinions, reports or 

statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts 

pertinent to the existence and amount of assets from which Distributions to Holders of Securities 

might properly be paid. 

Section 10.3 Fiduciary Duty.

(a) To the extent that, at law or in equity, an Indemnified Person has duties (including 

fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an 

Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other 

Covered Person for its good faith reliance on the provisions of this Declaration. The provisions 

of this Declaration, to the extent that they restrict or eliminate the duties and liabilities of an 

Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the 

Institutional Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace 

such other duties and liabilities of such Indemnified Person. 

(b) Unless otherwise expressly provided herein:
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(i) whenever a conflict of interest exists or arises between any Covered 

Persons; or

(ii) whenever this Declaration or any other agreement contemplated herein or 

therein provides that an Indemnified Person shall act in a manner that is, or provides terms that 

are, fair and reasonable to the Trust or any Holder of Securities,

(iii) the Indemnified Person shall resolve such conflict of interest, take such 

action or provide such terms, considering in each case the relative interest of each party 

(including its own interest) to such conflict, agreement, transaction or situation and the benefits 

and burdens relating to such interests, any customary or accepted industry practices, and any 

applicable generally accepted accounting practices or principles. In the absence of bad faith by 

the Indemnified Person, the resolution, action or term so made, taken or provided by the 

Indemnified Person shall not constitute a breach of this Declaration or any other agreement 

contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or 

otherwise.

(c) Whenever in this Declaration an Indemnified Person is permitted or required to 

make a decision: 

(i) in its “discretion” or under a grant of similar authority, the Indemnified 

Person shall be entitled to consider such interests and factors as it desires, including its own 

interests, and shall have no duty or obligation to give any consideration to any interest of or 

factors affecting the Trust or any other Person; or

(ii) in its “good faith” or under another express standard, the Indemnified 

Person shall act under such express standard and shall not be subject to any other or different 

standard imposed by this Declaration or by applicable law.

Section 10.4 Indemnification.

(a) (i) The Debenture Issuer shall indemnify, to the full extent permitted by law, 

any Company Indemnified Person who was or is a party or is threatened to be made a party to 

any threatened, pending or completed action, suit or proceeding, whether civil, criminal, 

administrative or investigative (other than an action by or in the right of the Trust) by reason of 

the fact that he is or was a Company Indemnified Person against expenses (including attorneys’ 

fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him 

in connection with such action, suit or proceeding if he acted in good faith and in a manner he 

reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to 

any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. 

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or 

upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the 

Company Indemnified Person did not act in good faith and in a manner which he reasonably 

believed to be in or not opposed to the best interests of the Trust, and, with respect to any 

criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(ii) The Debenture Issuer shall indemnify, to the full extent permitted by law, 

any Company Indemnified Person who was or is a party or is threatened to be made a party to 
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any threatened, pending or completed action or suit by or in the right of the Trust to procure a 

judgment in its favor by reason of the fact that he is or was a Company Indemnified Person 

against expenses (including attorneys’ fees) actually and reasonably incurred by him in 

connection with the defense or settlement of such action or suit if he acted in good faith and in a 

manner he reasonably believed to be in or not opposed to the best interests of the Trust and 

except that no such indemnification shall be made in respect of any claim, issue or matter as to 

which such Company Indemnified Person shall have been adjudged to be liable to the Trust 

unless and only to the extent that the Court of Chancery of Delaware or the court in which such 

action or suit was brought shall determine upon application that, despite the adjudication of 

liability but in view of all the circumstances of the case, such person is fairly and reasonably 

entitled to indemnity for such expenses which such Court of Chancery or such other court shall 

deem proper. 

(iii) To the extent that a Company Indemnified Person shall be successful on 

the merits or otherwise (including dismissal of an action without prejudice or the settlement of an 

action without admission of liability) in defense of any action, suit or proceeding referred to in 

paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim, issue or matter therein, 

he shall be indemnified, to the full extent permitted by law, against expenses (including 

attorneys’ fees) actually and reasonably incurred by him in connection therewith. 

(iv) Any indemnification under paragraphs (i) and (ii) of this Section 10.4(a) 

(unless ordered by a court) shall be made by the Debenture Issuer only as authorized in the 

specific case upon a determination that indemnification of the Company Indemnified Person is 

proper in the circumstances because he has met the applicable standard of conduct set forth in 

paragraphs (i) and (ii). Such determination shall be made (1) by the Administrative Trustees by 

a majority vote of a quorum consisting of such Administrative Trustees who were not parties to 

such action, suit or proceeding, (2) if such a quorum is not obtainable, or, even if obtainable, if a 

quorum of disinterested Administrative Trustees so directs, by independent legal counsel in a 

written opinion, or (3) by the Common Security Holder of the Trust.

(v) Expenses (including attorneys’ fees) incurred by a Company Indemnified 

Person in defending a civil, criminal, administrative or investigative action, suit or proceeding 

referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Debenture Issuer 

in advance of the final disposition of such action, suit or proceeding upon receipt of an 

undertaking by or on behalf of such Company Indemnified Person to repay such amount if it 

shall ultimately be determined that he is not entitled to be indemnified by the Debenture Issuer as 

authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance shall be made by 

the Debenture Issuer if a determination is reasonably and promptly made (i) by the 

Administrative Trustees by a majority vote of a quorum of disinterested Administrative Trustees, 

(ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested 

Administrative Trustees so directs, by independent legal counsel in a written opinion or (iii) the 

Common Security Holder of the Trust, that, based upon the facts known to the Administrative 

Trustees, counsel or the Common Security Holder at the time such determination is made, such 

Company Indemnified Person acted in bad faith or in a manner that such person did not believe 

to be in or not opposed to the best interests of the Trust, or, with respect to any criminal 

proceeding, that such Company Indemnified Person believed or had reasonable cause to believe 

his conduct was unlawful. In no event shall any advance be made in instances where the 
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Administrative Trustees, independent legal counsel or Common Security Holder reasonably 

determine that such person deliberately breached his duty to the Trust or its Common or Trust 

Preferred Security Holders.

(vi) The indemnification and advancement of expenses provided by, or granted 

pursuant to, the other paragraphs of this Section 10.4(a) shall not be deemed exclusive of any 

other rights to which those seeking indemnification and advancement of expenses may be 

entitled under any agreement, vote of stockholders or disinterested directors of the Debenture 

Issuer or Trust Preferred Security Holders of the Trust or otherwise, both as to action in his 

official capacity and as to action in another capacity while holding such office. All rights to 

indemnification under this Section 10.4(a) shall be deemed to be provided by a contract between 

the Debenture Issuer and each Company Indemnified Person who serves in such capacity at any 

time while this Section 10.4(a) is in effect. Any repeal or modification of this Section 10.4(a) 

shall not affect any rights or obligations then existing.

(vii) The Debenture Issuer may purchase and maintain insurance on behalf of 

any person who is or was a Company Indemnified Person against any liability asserted against 

him and incurred by him in any such capacity, or arising out of his status as such, whether or not 

the Debenture Issuer would have the power to indemnify him against such liability under the 

provisions of this Section 10.4(a).

(viii) For purposes of this Section 10.4(a), references to “the Trust” shall 

include, in addition to the resulting or surviving entity, any constituent entity (including any 

constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or 

was a director, trustee, officer or employee of such constituent entity, or is or was serving at the 

request of such constituent entity as a director, trustee, officer, employee or agent of another 

entity, shall stand in the same position under the provisions of this Section 10.4(a) with respect to 

the resulting or surviving entity as he would have with respect to such constituent entity if its 

separate existence had continued.

(ix) The indemnification and advancement of expenses provided by, or granted 

pursuant to, this Section 10.4(a) shall, unless otherwise provided when authorized or ratified, 

continue as to a person who has ceased to be a Company Indemnified Person and shall inure to 

the benefit of the heirs, executors and administrators of such a person. 

(b) The Debenture Issuer agrees to indemnify the (i) Institutional Trustee, (ii) the 

Delaware Trustee, (iii) any Affiliate of the Institutional Trustee and the Delaware Trustee, and 

(iv) any officers, directors, shareholders, members, partners, employees, representatives, 

custodians, nominees or agents of the Institutional Trustee and the Delaware Trustee (each of the 

Persons in (i) through (iv) being referred to as a “Fiduciary Indemnified Person”) for, and to hold 

each Fiduciary Indemnified Person harmless against, any and all loss, liability, claim, damage or 

expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or 

in connection with the acceptance or administration or the trust or trusts hereunder, including the 

costs and expenses (including reasonable legal fees and expenses) of defending itself against or 

investigating any claim or liability in connection with the exercise or performance of any of its 

powers or duties hereunder. The obligation to indemnify as set forth in this Section 10.4(b) shall 

survive the resignation or removal of the Institutional Trustee or the Delaware Trustee, as the 

case may be, and the termination of this Declaration. The Debenture Issuer agrees to pay the 
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Institutional Trustee and the Delaware Trustee from time to time such compensation for all 

services rendered by the Institutional Trustee and the Delaware Trustee hereunder as may be 

mutually agreed upon in writing by the Debenture Issuer and the Institutional Trustee or the 

Delaware Trustee, as the case may be, and, except as otherwise expressly provided therein or 

herein, to reimburse the Institutional Trustee and the Delaware Trustee upon its or their request 

for all reasonable expenses (including reasonable counsel fees and expenses), disbursements and 

advances incurred or made by the Institutional Trustee or the Delaware Trustee, as the case may 

be, in accordance with the provisions of this Declaration, except any such expense, disbursement 

or advance as may be attributable to its or their negligence, bad faith or willful misconduct. The 

provisions of this sentence shall survive the resignation or removal of the Delaware Trustee or 

the Institutional Trustee or the termination of this Declaration. 

Section 10.5 Outside Businesses.

Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee 

may engage in or possess an interest in other business ventures of any nature or description, 

independently or with others, similar or dissimilar to the business of the Trust, and the Trust and 

the Holders of Securities shall have no rights by virtue of this Declaration in and to such 

independent ventures or the income or profits derived therefrom, and the pursuit of any such 

venture, even if competitive with the business of the Trust, shall not be deemed wrongful or 

improper. No Covered Person, the Sponsor, the Delaware Trustee, or the Institutional Trustee 

shall be obligated to present any particular investment or other opportunity to the Trust even if 

such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and 

any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall have 

the right to take for its own account (individually or as a partner or fiduciary) or to recommend to 

others any such particular investment or other opportunity. Any Covered Person, the Delaware 

Trustee and the Institutional Trustee may engage or be interested in any financial or other 

transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee 

or agent for, or act on any committee or body of holders of, securities or other obligations of the 

Sponsor or its Affiliates. 

ARTICLE XI 

ACCOUNTING 

Section 11.1 Fiscal Year.

The fiscal year (“Fiscal Year”) of the Trust shall be the calendar year, or such other year 

as is required by the Code. 

Section 11.2 Certain Accounting Matters.

(a) At all times during the existence of the Trust, the Administrative Trustees shall 

keep, or cause to be kept, full books of account, records and supporting documents, which shall 

reflect in reasonable detail, each transaction of the Trust. The books of account shall be 

maintained on the accrual method of accounting, in accordance with generally accepted 

accounting principles, consistently applied. The Trust shall use the accrual method of 

accounting for United States federal income tax purposes. The books of account and the records 

of the Trust shall be examined by and reported upon as of the end of each Fiscal Year of the 
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Trust by a firm of independent certified public accountants selected by the Administrative 

Trustees.

(b) The Administrative Trustees shall cause to be prepared and delivered to each of 

the Holders of Securities, to the extent, if any, required by the Trust Indenture Act, within 90 

days after the end of each Fiscal Year of the Trust, annual financial statements of the Trust, 

including a balance sheet of the Trust as of the end of such Fiscal Year, and the related 

statements of income or loss; 

(c) The Administrative Trustees shall cause to be duly prepared and delivered to each 

of the Holders of Securities, any annual United States federal income tax information statement 

required by the Code, containing such information with regard to the Securities held by each 

Holder as is required by the Code and the Treasury Regulations. Notwithstanding any right 

under the Code to deliver any such statement at a later date, the Administrative Trustees shall 

endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the 

Trust.

(d) The Administrative Trustees shall cause to be duly prepared and filed with the 

appropriate taxing authority, an annual United States federal income tax return, on a Form 1041 

or such other form required by United States federal income tax law, and any other annual 

income tax returns required to be filed by the Administrative Trustees on behalf of the Trust with 

any state or local taxing authority.

Section 11.3 Banking.

The Trust shall maintain one or more bank accounts in the name and for the sole benefit 

of the Trust; provided, however, that all payments of funds in respect of the Debentures held by 

the Institutional Trustee shall be made directly to the Institutional Trustee Account and no other 

funds of the Trust shall be deposited in the Institutional Trustee Account. The sole signatories 

for such accounts shall be designated by the Administrative Trustees; provided, however, that the 

Institutional Trustee shall designate the signatories for the Institutional Trustee Account. 

Section 11.4 Withholding.

The Trust and the Administrative Trustees shall comply with all withholding 

requirements under United States federal, state and local law. The Trust shall request, and the 

Holders shall provide to the Trust, such forms or certificates as are necessary to establish an 

exemption from withholding with respect to each Holder, and any representations and forms as 

shall reasonably be requested by the Trust to assist it in determining the extent of, and in 

fulfilling, its withholding obligations. The Administrative Trustees shall file required forms with 

applicable jurisdictions and, unless an exemption from withholding is properly established by a 

Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions. To 

the extent that the Trust is required to withhold and pay over any amounts to any authority with 

respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a 

distribution in the amount of the withholding to the Holder. In the event of any claimed 

overwithholding, Holders shall be limited to an action against the applicable jurisdiction. If the 

amount required to be withheld was not withheld from actual Distributions made, the Trust may 

reduce subsequent Distributions by the amount of such withholding. 
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ARTICLE XII 

AMENDMENTS AND MEETINGS 

Section 12.1 Amendments.

(a) Except as otherwise provided in this Declaration or by any applicable terms of the 

Securities, this Declaration may only be amended by a written instrument approved and executed 

by:

(i) the Administrative Trustees (or, if there are more than two Administrative 

Trustees a majority of the Administrative Trustees); 

(ii) if the amendment affects the rights, powers, duties, obligations or 

immunities of the Institutional Trustee, the Institutional Trustee; and 

(iii) if the amendment affects the rights, powers, duties, obligations or 

immunities of the Delaware Trustee, the Delaware Trustee; 

(b) no amendment shall be made, and any such purported amendment shall be void 

and ineffective:

(i) unless, in the case of any proposed amendment, the Institutional Trustee 

shall have first received an Officers’ Certificate from each of the Trust and the Sponsor that such 

amendment is permitted by, and conforms to, the terms of this Declaration (including the terms 

of the Securities); 

(ii) unless, in the case of any proposed amendment which affects the rights, 

powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee 

shall have first received: 

(A) an Officers’ Certificate from each of the Trust and the Sponsor that 

such amendment is permitted by, and conforms to, the terms of this Declaration 

(including the terms of the Securities); and 

(B) an opinion of counsel (who may be counsel to the Sponsor or the 

Trust) that such amendment is permitted by, and conforms to, the terms of this 

Declaration (including the terms of the Securities); and 

(iii) to the extent the result of such amendment would be to: 

(A) cause the Trust to fail to continue to be classified for purposes of 

United States federal income taxation as a grantor trust; 

(B) reduce or otherwise adversely affect the powers of the Institutional 

Trustee in contravention of the Trust Indenture Act; or

(C) cause the Trust to be deemed to be an Investment Company 

required to be registered under the Investment Company Act; 
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(c) at such time after the Trust has issued any Securities that remain outstanding, any 

amendment that would adversely affect the rights, privileges or preferences of any Holder of 

Securities may be effected only with such additional requirements as may be set forth in the 

terms of such Securities; 

(d) Section 9.1(c) and this Section 12.1 shall not be amended without the consent of 

all of the Holders of the Securities; 

(e) Article IV shall not be amended without the consent of the Holders of a Majority 

in liquidation amount of the Common Securities; and;

(f) the rights of the Holders of the Common Securities under Article V to increase or 

decrease the number of, and appoint and remove Trustees shall not be amended without the 

consent of the Holders of a Majority in liquidation amount of the Common Securities; and 

(g) subject to Section 12.1(c), this Declaration may be amended without the consent 

of the Holders of the Securities to: 

(i) cure any ambiguity or manifest error; 

(ii) correct or supplement any provision in this Declaration that may be 

defective or inconsistent with any other provision of this Declaration;

(iii) add to the covenants, restrictions or obligations of the Sponsor;

(iv) to conform to any change in Rule 3a-7 or written change in interpretation 

or application of Rule 3a-7 by any legislative body, court, government agency or regulatory 

authority which amendment does not have a material adverse effect on the right, preferences or 

privileges of the Holders; and 

(v) to modify, eliminate and add to any provision of the Declaration to such 

extent as may be reasonably necessary to effectuate any of the foregoing or to otherwise comply 

with applicable law. 

Section 12.2 Meetings of the Holders of Securities; Action by Written Consent.

(a) Meetings of the Holders of any class of Securities may be called at any time by 

the Administrative Trustees (or as provided in the terms of the Securities) to consider and act on 

any matter on which Holders of such class of Securities are entitled to act under the terms of this 

Declaration, the terms of the Securities or the rules of any stock exchange on which the Trust 

Preferred Securities are listed or admitted for trading. The Administrative Trustees shall call a 

meeting of the Holders of such class if directed to do so by the Holders of Securities representing 

at least 10% in liquidation amount of such class of Securities. Such direction shall be given by 

delivering to the Administrative Trustees one or more calls in a writing stating that the signing 

Holders of Securities wish to call a meeting and indicating the general or specific purpose for 

which the meeting is to be called. Any Holders of Securities calling a meeting shall specify in 

writing the Security Certificates held by the Holders of Securities exercising the right to call a 

meeting and only those Securities specified shall be counted for purposes of determining whether 

the required percentage set forth in the second sentence of this paragraph has been met. 
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(b) Except to the extent otherwise provided in the terms of the Securities, the 

following provisions shall apply to meetings of Holders of Securities:

(i) notice of any such meeting shall be given to all the Holders of Securities 

having a right to vote thereat at least 7 days and not more than 60 days before the date of such 

meeting. Whenever a vote, consent or approval of the Holders of Securities is permitted or 

required under this Declaration or the rules of any stock exchange on which the Trust Preferred 

Securities are listed or admitted for trading, such vote, consent or approval may be given at a 

meeting of the Holders of Securities. Any action that may be taken at a meeting of the Holders 

of Securities may be taken without a meeting if a consent in writing setting forth the action so 

taken is signed by the Holders of Securities owning not less than the minimum amount of 

Securities in liquidation amount that would be necessary to authorize or take such action at a 

meeting at which all Holders of Securities having a right to vote thereon were present and voting.

Prompt notice of the taking of action without a meeting shall be given to the Holders of 

Securities entitled to vote who have not consented in writing. The Administrative Trustees may 

specify that any written ballot submitted to the Security Holder for the purpose of taking any 

action without a meeting shall be returned to the Trust within the time specified by the 

Administrative Trustees; 

(ii) each Holder of a Security may authorize any Person to act for it by proxy 

on all matters in which a Holder of Securities is entitled to participate, including waiving notice 

of any meeting, or voting or participating at a meeting. No proxy shall be valid after the 

expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every 

proxy shall be revocable at the pleasure of the Holder of Securities executing it. Except as 

otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be 

governed by the General Corporation Law of the State of Delaware relating to proxies, and 

judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders 

of the Securities were stockholders of a Delaware corporation; 

(iii) each meeting of the Holders of the Securities shall be conducted by the 

Administrative Trustees or by such other Person that the Administrative Trustees may designate; 

and

(iv) unless the Statutory Trust Act, this Declaration, the terms of the Securities, 

the Trust Indenture Act or the listing rules of any stock exchange on which the Trust Preferred 

Securities are then listed or trading, otherwise provides, the Administrative Trustees, in their sole 

discretion, shall establish all other provisions relating to meetings of Holders of Securities, 

including notice of the time, place or purpose of any meeting at which any matter is to be voted 

on by any Holders of Securities, waiver of any such notice, action by consent without a meeting, 

the establishment of a record date, quorum requirements, voting in person or by proxy or any 

other matter with respect to the exercise of any such right to vote.
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ARTICLE XIII 

REPRESENTATIONS OF INSTITUTIONAL TRUSTEE 

AND DELAWARE TRUSTEE 

Section 13.1 Representations and Warranties of Institutional Trustee.

The Trustee that acts as initial Institutional Trustee represents and warrants to the Trust 

and to the Sponsor at the date of this Declaration, and each Successor Institutional Trustee 

represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional 

Trustee’s acceptance of its appointment as Institutional Trustee that:

(a) the Institutional Trustee is a banking corporation or association with trust powers, 

duly organized, validly existing and in good standing under the laws of its jurisdiction of 

incorporation or formation, with trust power and authority to execute and deliver, and to carry 

out and perform its obligations under the terms of, this Declaration; 

(b) the execution, delivery and performance by the Institutional Trustee of the 

Declaration has been duly authorized by all necessary corporate action on the part of the 

Institutional Trustee. The Declaration has been duly executed and delivered by the Institutional 

Trustee, and it constitutes a legal, valid and binding obligation of the Institutional Trustee, 

enforceable against it in accordance with its terms, subject to applicable bankruptcy, 

reorganization, moratorium, insolvency, and other similar laws affecting creditors’ rights 

generally and to general principles of equity and the discretion of the court (regardless of 

whether the enforcement of such remedies is considered in a proceeding in equity or at law); 

(c) the execution, delivery and performance of the Declaration by the Institutional 

Trustee does not conflict with or constitute a breach of the Articles of Organization or By-laws 

of the Institutional Trustee; and

(d) no consent, approval or authorization of, or registration with or notice to, any 

State or Federal banking authority is required for the execution, delivery or performance by the 

Institutional Trustee, of the Declaration.

Section 13.2 Representations and Warranties of Delaware Trustee.

The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and 

to the Sponsor at the date of this Declaration, and each Successor Delaware Trustee represents 

and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s 

acceptance of its appointment as Delaware Trustee that:

(a) The Delaware Trustee is a banking corporation or association with trust powers, 

duly organized, validly existing and in good standing under the laws of its jurisdiction of 

incorporation or formation, with trust power and authority to execute and deliver, and to carry 

out and perform its obligations under the terms of, the Declaration. 

(b) The Delaware Trustee has been authorized to perform its obligations under the 

Certificate of Trust and the Declaration. The Declaration under Delaware law constitutes a legal, 

valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with 
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its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other 

similar laws affecting creditors’ rights generally and to general principles of equity and the 

discretion of the court (regardless of whether the enforcement of such remedies is considered in a 

proceeding in equity or at law). 

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

State or Federal banking authority is required for the execution, delivery or performance by the 

Delaware Trustee, of the Declaration. 

(d) The Delaware Trustee is an entity which maintains its principal place of business 

in the State of Delaware.

ARTICLE XIV 

MISCELLANEOUS

Section 14.1 Notices.

Any notice, request, instruction or other document to be given hereunder by any party to 

the other will be in writing and will be deemed to have been duly given (a) on the date of 

delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the 

second business day following the date of dispatch if delivered by a recognized next day courier 

service. All notices shall be delivered, telecopied or sent by a recognized next day courier 

service, as set forth below, or pursuant to such other instructions as may be designated by the 

Trust, the Trustees or the Holders: 

(a) if given to the Trust, in care of the Administrative Trustees at the Trust’s mailing 

address set forth below (or such other address as the Trust may give notice of to the Holders of 

the Securities and the Institutional Trustee): 

GMAC Capital Trust I 

c/o GMAC Inc. 

200 Renaissance Center 

P.O. Box 

Detroit, Michigan 48265-2000 

Attention: General Counsel 

(b) if given to the Delaware Trustee, at the mailing address set forth below (or such 

other address as Delaware Trustee may give notice of to the Holders of the Securities):

BNY Mellon Trust of Delaware 

100 White Clay Center 

Suite 102 

Newark, DE 19711 

Attention: Corporate Trust Department 

(c) if given to the Institutional Trustee, at the mailing address set forth below (or such 

other address as the Institutional Trustee may give notice of to the Holders of the Securities and 

the Sponsor): 
 - 49 - 

The Bank of New York Mellon 

101 Barclay Street-8W 

New York, New York 10286 

Attention: Corporate Trust Administration 

(d) if given to the Holder of the Common Securities, at the mailing address of the 

Sponsor set forth below (or such other address as the Holder of the Common Securities may give 

notice of to the Trust and the Institutional Trustee): 

GMAC Inc. 

200 Renaissance Center 

P.O. Box 

Detroit, Michigan 48265-2000 

Attention: General Counsel 

(e) if given to any other Holder, at the address set forth on the books and records of 

the Trust. 

Section 14.2 Governing Law; Waiver of Trial by Jury.

THIS DECLARATION SHALL BE GOVERNED BY, AND CONSTRUED AND 

INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE 

APPLICABLE TO CONTRACTS MADE AND TO BE PREFORMED ENTIRELY WITHIN 

SUCH STATE. EACH OF THE PARTIES HERETO AGREES (A) TO SUBMIT TO THE 

NON-EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT 

COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE UNITED STATES 

COURT OF FEDERAL CLAIMS FOR ANY AND ALL CIVIL ACTIONS, SUITS OR 

PROCEEDINGS ARISING OUT OF OR RELATING OF THIS DECLARATION OR THE 

TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND (B) TO THE 

FULLEST EXTENT PERMITTED BY APPLICABLE LAW THAT NOTICE MAY BE 

SERVED UPON THE TRUST, THE TRUSTEES AND THE HOLDERS AT THE 

ADDRESSES AND IN THE MANNER SET FORTH IN SECTION 14.1 AND, IF 

APPLICABLE, TO CERTAIN HOLDERS IN ACCORDANCE WITH FEDERAL LAW. TO 

THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO 

HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY CIVIL LEGAL 

ACTION OR PROCEEDING RELATING TO THIS INDENTURE OR THE TRANSACTIONS 

CONTEMPLATED HEREBY OR THEREBY. 

Section 14.3 Intention of the Parties.

It is the intention of the parties hereto that the Trust be classified for United States federal 

income tax purposes as a grantor trust. The provisions of this Declaration shall be interpreted to 

further this intention of the parties.

Section 14.4 Headings.

Headings contained in this Declaration are inserted for convenience of reference only and 

do not affect the interpretation of this Declaration or any provision hereof.
 - 50 - 

Section 14.5 Successors and Assigns.

Whenever in this Declaration any of the parties hereto is named or referred to, the 

successors and assigns of such party shall be deemed to be included, and all covenants and 

agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the benefit 

of their respective successors and assigns, whether so expressed.

Section 14.6 Partial Enforceability.

If any provision of this Declaration, or the application of such provision to any Person or 

circumstance, shall be held invalid, the remainder of this Declaration, or the application of such 

provision to Persons or circumstances other than those to which it is held invalid, shall not be 

affected thereby.

Section 14.7 Counterparts.

This instrument may be executed in any number of counterparts, each of which so 

executed shall be deemed to be an original, but all such counterparts shall together constitute but 

one and the same instrument. Delivery of an executed signature page of this Indenture by 

facsimile or electronic (including PDF) transmission shall be effective as delivery of a manually 

executed counterpart thereof. 





 I-1 

ANNEX I 

TERMS OF 

8.0% TRUST PREFERRED SECURITIES 

8.0% COMMON SECURITIES 

Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust, dated as of 

December 30, 2009 (as amended from time to time, the “Declaration”), the designation, rights, 

privileges, restrictions, preferences and other terms and provisions of the Trust Preferred 

Securities and the Common Securities are set out below (each capitalized term used but not 

defined herein has the meaning set forth in the Declaration): 

1. Designation and Number.

(a) Trust Preferred Securities. 2,667,000 Trust Preferred Securities of the Trust with 

an aggregate liquidation amount with respect to the assets of the Trust of TWO BILLION SIX 

HUNDRED SIXTY SEVEN MILLION DOLLARS ($2,667,000,000), and a liquidation amount 

with respect to the assets of the Trust of $1,000 per security, are hereby designated for the 

purposes of identification only as “8.0% Trust Preferred Securities” (the “Trust Preferred 

Securities”). The Trust Preferred Security Certificates evidencing the Trust Preferred Securities 

shall be substantially in the form of Exhibit A-1 to the Declaration, with such changes and 

additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice 

or to conform to the rules of any stock exchange on which the Trust Preferred Securities are 

listed.

(b) Common Securities. Eighty thousand ten (80,010) Common Securities of the 

Trust with an aggregate liquidation amount with respect to the assets of the Trust of EIGHTY 

MILLION TEN THOUSAND DOLLARS ($80,010,000), and a liquidation amount with respect 

to the assets of the Trust of $1,000 per common security, are hereby designated for the purposes 

of identification only as “8.0% Common Securities” (the “Common Securities”). The Common 

Security Certificates evidencing the Common Securities shall be substantially in the form of 

Exhibit A-2 to the Declaration, with such changes and additions thereto or deletions therefrom as 

may be required by ordinary usage, custom or practice. 

2. Distributions.

(a) Distributions payable on each Security will be fixed at a rate per annum of 8.0% 

(the “Coupon Rate”) of the stated liquidation amount per Security, such rate being the rate of 

interest payable on the Debentures to be held by the Institutional Trustee. Distributions in 

arrears beyond the first date such Distributions are payable (or would be payable, if not for any 

Extension Period (as defined below) or default by the Debenture Issuer on the Debentures) will 

accumulate at the rate of interest payable on the Debentures, compounded quarterly (to the extent 

permitted by applicable law). The term “Distributions” as used herein includes such cash 

distributions and any such interest payable unless otherwise stated. A Distribution is payable 

only to the extent that payments are made in respect of the Debentures held by the Institutional 

Trustee and to the extent the Institutional Trustee has funds available therefor. The amount of 

Distributions payable for any period will be computed for any full quarterly Distribution period 

on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full 
 I-2 

quarterly Distribution period for which Distributions are computed, Distributions will be 

computed on the basis of the actual number of days elapsed in a partial month in such period. 

(b) Distributions on the Securities will be cumulative, will accrue from and including 

December 30, 2009, and will be payable quarterly in arrears, on February 15, May 15, August 15 

and November 15 of each year, commencing on February 15, 2010. When, as and if available 

for payment, Distributions will be made by the Institutional Trustee, except as otherwise 

described below. The Debenture Issuer has the right under the Indenture to defer payments of 

interest on the Debentures by extending the interest payment period from time to time on the 

Debentures for a period not exceeding 20 consecutive quarters (each an “Extension Period”), 

during which Extension Period no interest shall be due and payable on the Debentures, provided,

that no Extension Period may extend beyond the date of maturity of the Debentures. As a 

consequence of the Debenture Issuer’s extension of the interest payment period, quarterly 

Distributions will also be deferred. Despite such deferral, quarterly Distributions will continue 

to accumulate to the extent and in the amount that interest accrues and compounds on the 

underlying Debentures. In the event that the Debenture Issuer exercises its right to extend the 

interest payment period, then (a) the Debenture Issuer and any subsidiary of the Debenture Issuer 

(other than a subsidiary that is a depository institution or a subsidiary thereof) will not declare or 

pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or 

make a liquidation payment with respect to, any of the Debenture Issuer’s capital stock or make 

any guarantee payment with respect thereto (other than (i) redemptions, purchases or other 

acquisitions of shares of capital stock of the Debenture Issuer in connection with the 

administration of any employee benefit plan in the ordinary course of business and consistent 

with past practice, (ii) the acquisition by the Debenture Issuer or any of its subsidiaries of record 

ownership in capital stock of the Debenture Issuer for the beneficial ownership of any other 

persons (other than the Debenture Issuer or any of its subsidiaries), including trustees or 

custodians, (iii) as a result of an exchange or conversion of any class or series of the Debenture 

Issuer’s capital stock for any other class or series of the Debenture Issuer’s capital stock, in each 

case, solely to the extent required pursuant to binding contractual agreements entered into prior 

to or on the Closing Date or any subsequent agreement for the accelerated exercise, settlement or 

exchange thereof for capital stock of the Debenture Issuer, (iv) distributions by any whollyowned subsidiary of the Debenture Issuer, (v) redemptions of securities held by the Debenture 

Issuer or any wholly-owned subsidiary of the Debenture Issuer, and (vi) unpaid tax distributions 

to holders of membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s 

Plan of Conversion, dated June 30, 2009), and (b) the Debenture Issuer and any subsidiary of the 

Debenture Issuer (other than a subsidiary that is a depository institution, or a subsidiary thereof) 

shall not make any payment of interest on or principal of (or premium, if any, on), or repay, 

repurchase or redeem, any debt securities or guarantees issued by the Debenture Issuer which 

rank pari passu with or junior to the Securities (“Junior Subordinated Indebtedness”) (other than 

(i) redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in 

connection with the administration of any employee benefit plan in the ordinary course of 

business and consistent with past practice, (ii) the acquisition by the Debenture Issuer or any of 

its subsidiaries of record ownership in Junior Subordinated Indebtedness for the beneficial 

ownership of any other persons (other than the Debenture Issuer or any of its subsidiaries), 

including trustees or custodians, (iii) as a result of an exchange or conversion of any class or 

series of Junior Subordinated Indebtedness for any other class or series of Junior Subordinated 

Indebtedness, (iv) redemptions of securities held by the Debenture Issuer or any wholly-owned 
 I-3 

subsidiary of the Debenture Issuer and (v) any payment of interest on Junior Subordinated 

Indebtedness paid pro rata with interest paid on the Debentures such that the respective amounts 

of such payments made shall bear the same ratio to each other as all accrued but unpaid interest 

per like-amount of Debentures and all Junior Subordinated Indebtedness bear to each other). 

The foregoing restrictions, however, will not apply to (i) any stock dividends paid by the 

Debenture Issuer where the dividend stock is the same stock as that on which the dividend is 

being paid or (ii) dividends or distributions by or other transactions solely among the Debenture 

Issuer and any wholly-owned subsidiary of the Debenture Issuer or solely among wholly-owned 

subsidiaries of the Debenture Issuer For the avoidance of doubt, the Trust shall have the right to 

make partial Distributions during an Extension Period if a corresponding payment of interest is 

made on the Debentures. Prior to the termination of any such Extension Period, the Debenture 

Issuer may further extend such Extension Period; provided, that such Extension Period, together 

with all such previous and further extensions thereof, may not exceed 20 consecutive quarters; 

provided further, that no Extension Period may extend beyond the maturity of the Debentures. 

Payments of deferred Distributions and accrued interest thereon will be payable to Holders as 

they appear on the books and records of the Trust on the record date immediately preceding the 

end of the Extension Period. Upon the termination of any Extension Period and the payment of 

all amounts then due, the Debenture Issuer may commence a new Extension Period, subject to 

the above requirements. The Administrative Trustees will give notice to each Holder of any 

Extension Period upon their receipt of notice thereof from the Debenture Issuer. 

(c) Distributions on the Securities will be payable to the Holders thereof as they 

appear on the books and records of the Trust at the close of business on the relevant record dates. 

While the Trust Preferred Securities are in definitive, fully-registered form, subject to the rules of 

any securities exchange on which the Trust Preferred Securities are listed, the relevant record 

dates shall be 15 days prior to the relevant payment dates or such other record date fixed by the 

Administrative Trustee that is not more than 60 nor less than 10 days prior to such relevant 

payment dates (each a “Distribution Record Date”), which payment dates shall correspond to the 

interest payment dates on the Debentures. If the Trust Preferred Securities shall be in book-entry 

only form, the relevant record dates shall be one Business Day prior to the relevant payment 

dates, which payment dates shall correspond to the interest payment dates on the Debentures. 

Subject to any applicable laws and regulations and the provisions of the Declaration, each such 

payment in respect of the Trust Preferred Securities will be made in accordance with the 

procedures of The Depository Trust Company (“DTC”). The relevant record dates for the 

Common Securities shall be the same record date as for the Trust Preferred Securities. 

Distributions payable on any Securities that are not punctually paid on any Distribution payment 

date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, 

will cease to be payable to the Person in whose name such Securities are registered on the 

relevant record date, and such defaulted Distribution will instead be payable to the Person in 

whose name such Securities are registered on the special record date or other specified date 

determined in accordance with the Indenture. If any date on which Distributions are payable on 

the Securities is not a Business Day, then payment of the Distribution payable on such date will 

be made on the next succeeding day that is a Business Day (and without any interest or other 

payment in respect of any such delay) except that, if such Business Day is in the next succeeding 

calendar year, such payment shall be made on the immediately preceding Business Day, in each 

case with the same force and effect as if made on such date. Any day that is a Distribution 

Record Date shall be a Distribution Record Date whether or not such day is a Business Day. 
 I-4 

(d) In the event that there is any money or other property, held by or for the Trust that 

is not accounted for hereunder, such property shall be distributed Pro Rata (as defined herein) 

among the Holders of the Securities. 

3. Liquidation Distribution Upon Dissolution.

(a) In the event of any voluntary or involuntary dissolution, of the Trust, the Holders 

of the Securities will be entitled to receive out of the assets of the Trust available for distribution 

to Holders of Securities after satisfaction of claims and obligations of the Trust pursuant to 

applicable law, distributions in an amount equal to the aggregate of the stated liquidation amount 

per Security plus accrued and unpaid Distributions thereon to the date of payment (such amount 

being the “Liquidation Distribution”), unless, in connection with the winding-up, Debentures in 

an aggregate principal amount equal to the aggregate stated liquidation amount, with an interest 

rate equal to the Coupon Rate, and bearing accrued and unpaid interest in an amount equal to the 

accumulated and unpaid Distributions on, such Securities outstanding at such time, have been 

distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities. 

Prior to any such Liquidation Distribution, the Debenture Issuer will obtain any required 

regulatory approval.

(b) If, upon any such dissolution, the Liquidation Distribution can be paid only in part 

because the Trust has insufficient assets available to pay in full the aggregate Liquidation 

Distribution, then the amounts payable directly by the Trust on the Securities shall be paid on a 

Pro Rata basis.

4. Redemption and Distribution.

(a) Upon the repayment of the Debentures in whole or in part, whether at maturity or 

upon redemption (either at the option of the Debenture Issuer or pursuant to a Special Event as 

described below or while Trust Preferred Securities are held by the U.S. Government in 

connection with assistance provided to the Debenture Issuer under the Troubled Asset Relief 

Program or any similar or related U.S. Government program, subject to consultation with the 

Board of Governors of the Federal Reserve System (the “Federal Reserve”)), the proceeds from 

such repayment or payment shall be simultaneously applied to redeem Securities having an 

aggregate liquidation amount equal to the aggregate principal amount of the Debentures so 

repaid or redeemed at a redemption price equal to the liquidation amount per Security plus an 

amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable 

in cash (the “Redemption Price”). Holders shall be given not less than 30 nor more than 60 

days’ notice of such redemption. Prior to any such redemption, the Debenture Issuer will obtain 

any required regulatory approval.

(b) If fewer than all the outstanding Securities are to be so redeemed, the Securities 

will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described 

in Section 4(e)(ii) below. 

(c) Subject to obtaining any required regulatory approval, if, at any time, a Tax 

Event, an Investment Company Event or a Regulatory Capital Event (each as defined below, and 

each a “Special Event”) shall occur and be continuing, the Debenture Issuer shall have the right, 

upon not less than 30 nor more than 60 days’ notice, to redeem the Debentures, in whole or in 
 I-5 

part, for cash within 90 days following the occurrence of such Special Event, and, following such 

redemption, Securities with an aggregate liquidation amount equal to the aggregate principal 

amount of the Debentures so redeemed shall be redeemed by the Trust at the Redemption Price 

on a Pro Rata basis; provided, however, that if at the time there is available to the Debenture 

Issuer or the Trust the opportunity to eliminate, within such 90-day period, the Special Event by 

taking some ministerial action, such as filing a form or making an election or pursuing some 

other similar reasonable measure that will have no adverse effect on the Trust (a “Ministerial 

Action”), the Debenture Issuer or the holders of the Trust Preferred Securities or the Debentures, 

then the Debenture Issuer or the Trust will pursue such measure in lieu of redemption. 

“Tax Event” means that the Administrative Trustees shall have received an 

opinion of a nationally recognized independent tax counsel experienced in such matters (a “Tax 

Event Opinion”) to the effect that, as a result of (a) any amendment to, or change (including any 

announced prospective change) in, the laws (or any regulations thereunder), of the United States 

or any political subdivision or taxing authority thereof or therein or (b) any amendment to, or 

change in, an interpretation or application of such laws or regulations by any legislative body, 

court, governmental agency or regulatory authority (including the enactment of any legislation 

and the publication of any judicial decision or regulatory determination or administrative 

pronouncement on or after December 30, 2009), in either case after December 30, 2009, there is 

more than an insubstantial risk that (i) the Trust would be subject to United States federal income 

tax with respect to interest accrued or received on the Debentures, (ii) the Trust would be subject 

to more than a de minimis amount of other taxes, duties or other governmental charges, or (iii) 

interest payable to the Trust on the Debentures would not be deductible, in whole or in part, by 

the Debenture Issuer for United States federal income tax purposes. 

“Investment Company Event” means that the Administrative Trustees shall have 

received an opinion of a nationally recognized independent counsel experienced in practice 

under the Investment Company Act to the effect that, as a result of the occurrence of a change in 

law or regulation or a written change in interpretation or application of law or regulation by any 

legislative body, court, governmental agency or regulatory authority (a “Change in 1940 Act 

Law”), there is a more than an insubstantial risk that the Trust is or will be considered an 

Investment Company which is required to be registered under the Investment Company Act, 

which Change in 1940 Act Law becomes effective on or after December 30, 2009. 

“Regulatory Capital Event” means a determination by the Debenture Issuer, based 

on an opinion of counsel experienced in such matters (who may be an employee of the 

Debenture Issuer or any of its affiliates), that, as a result of (a) any amendment to, clarification of 

or change (including any announced prospective change) in applicable laws or regulations or 

official interpretations thereof or policies with respect thereto or (b) any official administrative 

pronouncement or judicial decision interpreting or applying such laws or regulations, which 

amendment, clarification, change, pronouncement or decision is announced or is effective after 

December 30, 2009, there is more than an insubstantial risk that the Trust Preferred Securities 

will no longer constitute Tier I Capital of the Debenture Issuer or any bank holding company of 

which the Debenture Issuer is a subsidiary (or its equivalent) for purposes of the capital 

adequacy guidelines or policies of the Federal Reserve or its successor as the Debenture Issuer’s 

primary federal banking regulator, provided, however, that the distribution of the Securities in 

connection with the liquidation of the Trust shall not in and of itself constitute a Regulatory 
 I-6 

Capital Event unless such liquidation shall have occurred in connection with a Tax Event or an 

Investment Company Event.

On and from the date fixed by the Administrative Trustees for any distribution of the 

Debentures and dissolution of the Trust: (i) the Securities will no longer be deemed to be 

outstanding, (ii) if any Global Securities have been issued, DTC or its nominee (or any successor 

Clearing Agency or its nominee), as the record Holder of the Trust Preferred Securities, will 

receive a registered global certificate or certificates representing the Debentures to be delivered 

upon such distribution and (iii) any certificates representing Securities, except for certificates

representing Trust Preferred Securities held by DTC or its nominee (or any successor Clearing 

Agency or its nominee), will be deemed to represent beneficial interests in the Debentures 

having an aggregate principal amount equal to the aggregate stated liquidation amount of, with 

an interest rate identical to the Coupon Rate of, and accrued and unpaid interest equal to accrued 

and unpaid Distributions on such Securities until such certificates are presented to the Debenture 

Issuer or its agent for transfer or reissue. 

(d) The Trust may not redeem fewer than all the outstanding Securities unless all 

accumulated and unpaid Distributions have been paid on all Securities for all quarterly 

Distribution periods terminating on or before the date of redemption. 

(e) Redemption or Distribution procedures will be as follows: 

(i) Notice of any redemption of, or notice of distribution of Debentures in 

exchange for the Securities (a “Redemption/Distribution Notice”) will be given by the Trust by 

mail to the Institutional Trustee and the Delaware Trustee and to each Holder of the Securities to 

be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for 

redemption or exchange thereof which, in the case of a redemption, will be the date fixed for 

redemption of the Debentures. For purposes of the calculation of the date of redemption or 

exchange and the dates on which notices are given pursuant to this Section 4(e)(i), a 

Redemption/Distribution Notice shall be deemed to be given on the day such notice is first 

mailed by first-class mail, postage prepaid, to the Holders of the Securities. Each 

Redemption/Distribution Notice shall be addressed to the Holders of the Securities at the address 

of each such Holder appearing in the books and records of the Trust. No defect in the 

Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder 

shall affect the validity of the redemption or exchange proceedings with respect to any other 

Holder.

(ii) In the event that fewer than all the outstanding Securities are to be 

redeemed, the Securities to be redeemed shall be redeemed Pro Rata from each Holder of Trust 

Preferred Securities, it being understood that, in respect of Trust Preferred Securities registered 

in the name of and held of record by DTC or its nominee (or any successor Clearing Agency or 

its nominee), the distribution of the proceeds of such redemption will be made to each Clearing 

Agency Participant (or Person on whose behalf such nominee holds such securities) in 

accordance with the procedures applied by such agency or nominee. 

(iii) If Securities are to be redeemed and the Trust gives a 

Redemption/Distribution Notice, which notice may only be issued if the Debentures are 

redeemed as set out in this Section 4 (which notice will be irrevocable), then (A) while the Trust 
 I-7 

Preferred Securities are in book-entry only form, with respect to the Trust Preferred Securities, 

by 12:00 noon, New York City time, on the redemption date, provided that the Debenture Issuer 

has paid to the Institutional Trustee a sufficient amount of cash in connection with the related 

redemption or maturity of the Debentures, the Institutional Trustee will deposit irrevocably with 

DTC or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the 

applicable Redemption Price with respect to the Trust Preferred Securities and will give DTC (or 

any successor Clearing Agency) irrevocable instructions and authority to pay the Redemption 

Price to the Holders of the Trust Preferred Securities, and (B) with respect to Trust Preferred 

Securities issued in definitive form and Common Securities, provided, that the Debenture Issuer 

has paid the Institutional Trustee a sufficient amount of cash in connection with the related 

redemption or maturity of the Debentures, the Institutional Trustee will pay the relevant 

Redemption Price to the Holders of such Securities by check mailed to the address of the 

relevant Holder appearing on the books and records of the Trust on the redemption date. If a 

Redemption/Distribution Notice shall have been given and funds deposited as required, if 

applicable, then immediately prior to the close of business on the date of such deposit, or on the 

redemption date, as applicable, distributions will cease to accrue on the Securities so called for 

redemption and all rights of the Holders of such Securities so called for redemption will cease, 

except the right of the Holders of such Securities to receive the Redemption Price, but without 

interest on such Redemption Price. Neither the Administrative Trustees nor the Trust shall be 

required to register or cause to be registered the transfer of any Securities that have been so 

called for redemption. If any date fixed for redemption of Securities is not a Business Day, then 

payment of the Redemption Price payable on such date will be made on the next succeeding day 

that is a Business Day (and without any interest or other payment in respect of any such delay) 

except that, if such Business Day falls in the next calendar year, such payment will be made on 

the immediately preceding Business Day, in each case with the same force and effect as if made 

on such date fixed for redemption. If payment of the Redemption Price in respect of any 

Securities is improperly withheld or refused and not paid either by the Institutional Trustee or by 

the Sponsor as guarantor pursuant to the relevant Securities Guarantee, Distributions on such 

Securities will continue to accrue from the original redemption date to the actual date of 

payment, in which case the actual payment date will be considered the date fixed for redemption 

for purposes of calculating the Redemption Price.

(iv) Redemption/Distribution Notices shall be sent by the Administrative 

Trustees on behalf of the Trust to (A) in respect of the Trust Preferred Securities, DTC or its 

nominee (or any successor Clearing Agency or its nominee) if the Global Certificates have been 

issued or, if Definitive Trust Preferred Security Certificates have been issued, to the Holder 

thereof and (B) in respect of the Common Securities to the Holder thereof. 

(v) Subject to the foregoing and applicable law (including, without limitation, 

United States federal securities laws), the Debenture Issuer or its affiliates may at any time and 

from time to time purchase outstanding Trust Preferred Securities by tender, in the open market 

or by private agreement. 

5. Voting Rights — Trust Preferred Securities.

(a) Except as provided under Sections 5(b), 5(c) and 7 and as otherwise required by 

law and the Declaration, the Holders of the Trust Preferred Securities will have no voting rights. 
 I-8 

(b) So long as any Trust Preferred Securities are outstanding, the vote or consent of 

the Holders of a Majority in aggregate liquidation amount of the Trust Preferred Securities, 

voting separately as a class, shall be necessary for effecting or validating:

(i) Any authorization or issuance of equity securities of the Trust ranking 

senior to the Trust Preferred Securities with respect to either or both the payment of distributions 

and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

(ii) Any amendment, alteration or repeal of any provision of the Indenture or 

Declaration (including, unless no vote on such merger or consolidation is required by 

Section 5(b)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation 

or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the 

Trust Preferred Securities; or 

(iii) Any consummation of a binding exchange or reclassification involving the 

Trust Preferred Securities, unless in each case (x) the Trust Preferred Securities remain 

outstanding or, in the case of any such merger or consolidation with respect to which the 

Debenture Issuer is not the surviving or resulting entity, are converted into or exchanged for 

preference securities of the surviving or resulting entity or its ultimate parent, and (y) such units 

remaining outstanding or such preference securities, as the case may be, have such rights, 

preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a 

whole, as are not materially less favorable to the holders thereof than the rights, preferences, 

privileges and voting powers, and limitations and restrictions thereof, of Trust Preferred 

Securities immediately prior to such consummation, taken as a whole; 

(c) Subject to the requirements set forth in this paragraph, the Holders of a Majority 

in aggregate liquidation amount of the Trust Preferred Securities, voting separately as a class, 

may direct the time, method, and place of conducting any proceeding for any remedy available to 

the Institutional Trustee, or direct the exercise of any trust or power conferred upon the 

Institutional Trustee under the Declaration, including the right to direct the Institutional Trustee, 

as holder of the Debentures, to (i) direct the time, method and place of conducting any 

proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power 

conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past Default 

(as defined in the Indenture) that is waivable under Section 5.6 of the Indenture, (iii) exercise any 

right to rescind or annul a declaration that the principal of all the Debentures shall be due and 

payable or (iv) consent to any amendment, modification or termination of the Indenture or the 

Debentures where such consent shall be required; provided that, where a consent or action under 

the Indenture would require the consent or act of the Holders of greater than a majority in 

principal amount of Debentures affected thereby (a “Super Majority”), the Institutional Trustee 

may only give such consent or take such action at the written direction of the Holders of at least 

the proportion in liquidation amount of the Trust Preferred Securities which the relevant Super 

Majority represents of the aggregate principal amount of the Debentures outstanding; provided,

further, that the Institutional Trustee shall have the right to refrain from following any such 

direction that violates the Declaration or conflicts with any applicable rule of law or would 

involve it in personal liability against which indemnity would, in the opinion of the Institutional 

Trustee, not be adequate, and the Institutional Trustee may take any other action deemed proper 

by it that is not inconsistent with such direction. The Institutional Trustee shall not revoke any 

action previously authorized or approved by a vote of the Holders of the Trust Preferred 
 I-9 

Securities. Except with respect to directing the time, method and place of conducting a 

proceeding for a remedy available to the Institutional Trustee, the Institutional Trustee, as holder 

of the Debentures, shall not take any of the actions described in clauses (i), (ii), (iii) or (iv) above 

unless the Institutional Trustee has obtained an opinion of a nationally recognized independent 

tax counsel experienced in such matters to the effect that as a result of such action, the Trust will 

not fail to be classified as a grantor trust for United States federal income tax purposes. If the 

Institutional Trustee fails to enforce its rights under the Debentures, any Holder of Trust 

Preferred Securities may directly institute a legal proceeding against the Debenture Issuer to 

enforce the Institutional Trustee’s rights under the Debentures without first instituting a legal 

proceeding against the Institutional Trustee or any other Person or entity. If a Default under the 

Declaration has occurred and is continuing and such event is attributable to the failure of the 

Debenture Issuer to pay interest or principal (or premium, if any) on the Debentures on the date 

such interest or principal (or premium, if any) is otherwise payable (or in the case of redemption, 

on the redemption date), then a holder of Trust Preferred Securities may also directly institute a 

proceeding for enforcement of payment to such holder (a “Direct Action”) of the principal of or 

interest (or premium, if any) on the Debentures having a principal amount equal to the aggregate 

liquidation amount of the Trust Preferred Securities of such holder on or after the respective due 

date specified or provided for in the Debentures without first (i) directing the Institutional 

Trustee to enforce the terms of the Debentures or (ii) instituting a legal proceeding directly 

against the Debenture Issuer to enforce the Institutional Trustee’s rights under the Debentures. 

Except as provided in the preceding sentence, the Holders of Trust Preferred Securities will not 

be able to exercise directly any other remedy available to the holders of the Debentures. In 

connection with such Direct Action, the Debenture Issuer will be subrogated to the rights of such 

Holder of Trust Preferred Securities under the Declaration to the extent of any payment made by 

the Debenture Issuer to such holder of Trust Preferred Securities in such Direct Action. 

Any required approval or direction of Holders of Trust Preferred Securities may be given 

at a separate meeting of Holders of Trust Preferred Securities convened for such purpose, at a 

meeting of all of the Holders of Securities in the Trust or pursuant to written consent. The 

Administrative Trustees will cause a notice of any meeting at which Holders of Trust Preferred 

Securities are entitled to vote, or of any matter upon which action by written consent of such 

Holders is to be taken, to be mailed to each Holder of record of Trust Preferred Securities. Each 

such notice will include a statement setting forth (i) the date of such meeting or the date by 

which such action is to be taken, (ii) a description of any resolution proposed for adoption at 

such meeting on which such Holders are entitled to vote or of such matter upon which written 

consent is sought and (iii) instructions for the delivery of proxies or consents.

No vote or consent of the Holders of the Trust Preferred Securities will be required for 

the Trust to redeem and cancel Trust Preferred Securities or to distribute the Debentures in 

accordance with this Declaration and the terms of the Securities. 

Notwithstanding that Holders of Trust Preferred Securities are entitled to vote or consent 

under any of the circumstances described above, any of the Trust Preferred Securities that are 

owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or consent and 

shall, for purposes of such vote or consent, be treated as if they were not outstanding; provided,

however, that the U.S. Government shall not be an Affiliate of the Sponsor for purposes of this 
 I-10 

provision and shall be entitled to vote or consent under the circumstances described above while 

it is a Holder of Trust Preferred Securities. 

6. Voting Rights — Common Securities.

(a) Except as provided under Sections 6(b), 6(c) and 7 and as otherwise required by 

law and the Declaration, the Holders of the Common Securities will have no voting rights.

(b) The Holders of the Common Securities are entitled, in accordance with and 

subject to Article V of the Declaration, to vote to appoint, remove or replace any Trustee or to 

increase or decrease the number of Trustees. 

(c) Subject to Section 2.6 of the Declaration and only after the Default with respect to 

the Trust Preferred Securities has been cured, waived, or otherwise eliminated and subject to the 

requirements of the second to last sentence of this paragraph, the Holders of a Majority in 

liquidation amount of the Common Securities, voting separately as a class, may direct the time, 

method, and place of conducting any proceeding for any remedy available to the Institutional 

Trustee, or direct the exercise of any trust or power conferred upon the Institutional Trustee 

under the Declaration, including (i) directing the time, method, place of conducting any 

proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power 

conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving any past Default 

(as defined in the Indenture) that is waivable under Section 5.6 of the Indenture, or (iii) 

exercising any right to rescind or annul a declaration that the principal of all the Debentures shall 

be due and payable, provided that, where a consent or action under the Indenture would require 

the consent or act of the Holders of a Super Majority of the Debentures affected thereby, the 

Institutional Trustee may only give such consent or take such action at the written direction of 

the Holders of at least the proportion in liquidation amount of the Common Securities which the 

relevant Super Majority represents of the aggregate principal amount of the Debentures 

outstanding; provided, further, that the Institutional Trustee shall have the right to refrain from 

following any such direction that violates the Declaration or conflicts with any applicable rule of 

law or would involve it in personal liability against which indemnity would, in the opinion of the 

Institutional Trustee, not be adequate, and the Institutional Trustee may take any other action 

deemed proper by it that is not inconsistent with such direction. Pursuant to this Section 6(c), the 

Institutional Trustee shall not revoke any action previously authorized or approved by a vote of 

the Holders of the Trust Preferred Securities. Other than with respect to directing the time, 

method and place of conducting any proceeding for any remedy available to the Institutional 

Trustee or the Debenture Trustee as set forth above, the Institutional Trustee shall not take any 

action in accordance with the directions of the Holders of the Common Securities under this 

paragraph unless the Institutional Trustee has obtained an opinion of nationally recognized tax 

counsel experienced in such matters to the effect that for the purposes of United States federal 

income tax the Trust will not be classified as other than a grantor trust on account of such action. 

If the Institutional Trustee fails to enforce its rights under the Declaration, any Holder of 

Common Securities may institute a legal proceeding directly against any Person to enforce the 

Institutional Trustee’s rights under the Declaration, without first instituting a legal proceeding 

against the Institutional Trustee or any other Person. 

Any approval or direction of Holders of Common Securities may be given at a separate 

meeting of Holders of Common Securities convened for such purpose, at a meeting of all of the 
 I-11 

Holders of Securities in the Trust or pursuant to written consent. The Administrative Trustees 

will cause a notice of any meeting at which Holders of Common Securities are entitled to vote, 

or of any matter upon which action by written consent of such Holders is to be taken, to be 

mailed to each Holder of record of Common Securities. Each such notice will include a 

statement setting forth (i) the date of such meeting or the date by which such action is to be 

taken, (ii) a description of any resolution proposed for adoption at such meeting on which such 

Holders are entitled to vote or of such matter upon which written consent is sought and (iii) 

instructions for the delivery of proxies or consents.

No vote or consent of the Holders of the Common Securities will be required for the 

Trust to redeem and cancel Common Securities or to distribute the Debentures in accordance 

with the Declaration and the terms of the Securities. 

7. Amendments to Declaration and Indenture.

(a) In addition to any requirements under Section 12.1 of the Declaration, if any 

proposed amendment to the Declaration provides for, or the Administrative Trustees otherwise 

propose to effect, (i) any action that would adversely affect the powers, preferences or special 

rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the 

dissolution, winding-up or termination of the Trust, other than as described in Section 8.1 of the 

Declaration, then the Holders of outstanding Securities as a class, will be entitled to vote on such 

amendment or proposal (but not on any other amendment or proposal) and such amendment or 

proposal shall not be effective except with the approval of the Holders of at least a Majority in 

liquidation amount of the Securities, voting together as a single class; provided, however, if any 

amendment or proposal referred to in clause (i) above would adversely affect only the Trust 

Preferred Securities or only the Common Securities, then only the affected class will be entitled 

to vote on such amendment or proposal and such amendment or proposal shall not be effective 

except with the approval of a Majority in liquidation amount of such class of Securities.

(b) In the event the consent of the Institutional Trustee as the holder of the 

Debentures is required under the Indenture with respect to any amendment, modification or 

termination of the Indenture or the Debentures, the Institutional Trustee shall request the written 

direction of the Holders of the Securities with respect to such amendment, modification or 

termination and shall vote with respect to such amendment, modification or termination as 

directed by a Majority in liquidation amount of the Securities voting or consenting together as a 

single class; provided, however, that where a consent under the Indenture would require the 

consent of a Super Majority, the Institutional Trustee may only give such consent at the direction 

of the Holders of at least the proportion in liquidation amount of the Securities which the 

relevant Super Majority represents of the aggregate principal amount of the Debentures 

outstanding; provided, further, that the Institutional Trustee shall not take any action in 

accordance with the directions of the Holders of the Securities under this Section 7(b) unless the 

Institutional Trustee has obtained an opinion of nationally recognized tax counsel experienced in 

such matters to the effect that for the purposes of United States federal income tax the Trust will 

not be classified as other than a grantor trust on account of such action.
 I-12 

8. Pro Rata.

A reference in these terms of the Securities to any payment, distribution or treatment as 

being “Pro Rata” shall mean pro rata to each Holder of Securities according to the aggregate 

liquidation amount of the Securities held by the relevant Holder in relation to the aggregate 

liquidation amount of all Securities outstanding unless, in relation to a payment, a Default under 

the Declaration has occurred and is continuing, in which case any funds available to make such 

payment shall be paid first to each Holder of the Trust Preferred Securities pro rata according to 

the aggregate liquidation amount of Trust Preferred Securities held by the relevant Holder 

relative to the aggregate liquidation amount of all Trust Preferred Securities outstanding, and 

only after satisfaction of all amounts owed to the Holders of the Trust Preferred Securities, to 

each Holder of Common Securities pro rata according to the aggregate liquidation amount of 

Common Securities held by the relevant Holder relative to the aggregate liquidation amount of 

all Common Securities outstanding. 

9. Ranking.

The Trust Preferred Securities rank pari passu and payment thereon shall be made Pro 

Rata with the Common Securities except that, where a Default (as defined in the Indenture) 

occurs and is continuing under the Indenture in respect of the Debentures held by the 

Institutional Trustee, the rights of Holders of the Common Securities to payment in respect of 

Distributions and payments upon liquidation, redemption and otherwise are subordinated to the 

rights to payment of the Holders of the Trust Preferred Securities.

10. Listing.

The Trust Preferred Securities will not initially be listed on any exchange. In the event 

that the Holder of the Common Securities determines to list the Trust Preferred Securities on an 

exchange, the Administrative Trustees shall use their best efforts to cause the Trust Preferred 

Securities to be so listed. 

11. Acceptance of Securities Guarantee and Indenture.

Each Holder of Trust Preferred Securities and Common Securities, by the acceptance 

thereof, agrees to the provisions of the Guarantee Agreement, including the subordination 

provisions therein and to the provisions of the Indenture.

12. No Preemptive Rights.

The Holders of the Securities shall have no preemptive rights to subscribe for any 

additional securities.

13. Miscellaneous.

These terms constitute a part of the Declaration. 

The Sponsor will provide a copy of the Declaration or the Guarantee Agreement, and the 

Indenture to a Holder without charge on written request to the Sponsor at its principal place of 

business.
 A1-1 

EXHIBIT A-1 

FORM OF TRUST PREFERRED SECURITY CERTIFICATE 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE 

TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A 

REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT 

AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION 

FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE 

SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE 

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE 

HEREOF (1) REPRESENTS THAT IT IS (X) A “QUALIFIED INSTITUTIONAL BUYER” 

(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (Y) AN 

INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF 

SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, 

(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE 

SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A 

REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES 

ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT 

ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT 

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED 

IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN 

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO 

WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON 

RULE 144A, (C) TO THE DEBENTURE ISSUER OR (D) PURSUANT TO ANY OTHER 

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 

SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO 

WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE 

TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 

THE DEBENTURES WERE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”)

FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE INTERNAL REVENUE 

CODE OF 1986, AS AMENDED. GMAC, INC. (THE “COMPANY”) WILL, BEGINNING 

NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE, PROMPTLY PROVIDE TO 

HOLDERS OF SECURITIES, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE 

AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY WITH RESPECT 

TO THE DEBENTURES. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE 

COMPANY AT GMAC INC., 200 RENAISSANCE CENTER, P.O. BOX 200, DETROIT, 

MICHIGAN 48265-2000, ATTENTION: CHIEF FINANCIAL OFFICER.

ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST 

THEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED BY ITS 

PURCHASE AND HOLDING THEREOF THAT EITHER (I) NO PORTION OF THE 

ASSETS USED BY IT TO ACQUIRE AND HOLD THE SECURITY CONSTITUTES 
 I-2 

ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO SECTION 406 OF THE 

U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED 

(“ERISA”), ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 

4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), 

OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS 

OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE 

CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING 

ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH EMPLOYEE 

BENEFIT PLAN OR OTHER PLAN, ACCOUNT OR ARRANGEMENT OR (II) THE 

PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 

4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW. 

Certificate Number Number of Trust Preferred Securities 

CUSIP NO. 

Aggregate liquidation amount: 

$ ___________________
 A1-3 

Certificate Evidencing Trust Preferred Securities

of

GMAC Capital Trust I 

8.0% Trust Preferred Securities 

(Liquidation Amount $1,000 per Trust Preferred Security) 

GMAC Capital Trust I, a statutory trust formed under the laws of the State of Delaware 

(the “Trust”), hereby certifies that __________ (the “Holder”) is the registered owner of 

____________ (________) preferred securities of the Trust representing undivided beneficial 

interests in the assets of the Trust designated the 8.0% Trust Preferred Securities (the “Trust 

Preferred Securities”). The Trust Preferred Securities are transferable on the books and records 

of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly 

endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, 

preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and 

this certificate and the Trust Preferred Securities represented hereby are issued and shall in all 

respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the 

Trust dated as of December 30, 2009, as the same may be amended from time to time (the 

“Declaration”), including the designation of the terms of the Trust Preferred Securities as set 

forth in Annex I thereto. Capitalized terms used herein but not defined shall have the meaning 

given them in the Declaration. The Holder is entitled to the benefits of the Guarantee Agreement 

to the extent provided therein. The Sponsor will provide a copy of the Declaration, the 

Guarantee Agreement and the Indenture to a Holder without charge upon written request to the 

Sponsor at its principal place of business. 

The Holder of this certificate, by accepting this certificate, is deemed to have (i) agreed to 

the terms of the Indenture and the Debentures, including that the Debentures are subordinate and 

junior in right of payment to all Senior Indebtedness (as defined in the Indenture) and (ii) agreed 

to the terms of the Guarantee Agreement, including that the Guarantee Agreement is (A) 

subordinate and junior in right of payment to all other liabilities of GMAC, (B) pari passu with 

the most senior preferred or preference stock now or hereafter issued by GMAC and with any 

guarantee now or hereafter issued by GMAC with respect to preferred or preference stock of 

GMAC’s affiliates and (C) senior to GMAC’s common stock.

Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to 

the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, 

the Debentures as indebtedness and the Trust Preferred Securities as evidence of indirect 

beneficial ownership in the Debentures. 
 A1-4 

IN WITNESS WHEREOF, the Trust has executed this certificate this _______ day of 

_______, _______. 

GMAC Capital Trust I 

By:

Name: 

Title: Administrative Trustee 
 A1-5 

ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preferred Security 

Certificate to: 

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________

(Insert assignee’s social security or tax identification number) 

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________

(Insert address and zip code of assignee) 

and irrevocably appoints _________________________________________________________ 

______________________________________________________________________________

______________________________ agent to transfer this Trust Preferred Security Certificate 

on the books of the Trust. The agent may substitute another to act for him or her. 

Date: _______________________________ 

Signature: ___________________________ 

(Sign exactly as your name appears on the other side of this Trust Preferred Security Certificate) 
 A2-1 

EXHIBIT A-2 

FORM OF COMMON SECURITY CERTIFICATE 

TRANSFER OF THIS CERTIFICATE 

IS SUBJECT TO THE CONDITIONS 

SET FORTH IN THE DECLARATION 

REFERRED TO BELOW

Certificate Number Number of Common Securities 

Certificate Evidencing Common Securities 

of

GMAC Capital Trust I 

8.0% Common Securities (Liquidation Amount $1,000 per Common Security) 

GMAC Capital Trust I, a statutory trust formed under the laws of the State of Delaware 

(the ”Trust”), hereby certifies that GMAC Inc., a Delaware corporation (the “Holder”), is the 

registered owner of ___________ (____) common securities of the Trust representing undivided 

beneficial interests in the assets of the Trust designated the 8.0% Common Securities (the 

“Common Securities”). The Common Securities are transferable on the books and records of the 

Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed 

and in proper form for transfer and satisfaction of the other conditions set forth in the Declaration 

(as defined below), including, without limitation, Section 9.1 thereof. The designation, rights, 

privileges, restrictions, preferences and other terms and provisions of the Common Securities 

represented hereby are issued and shall in all respects be subject to the provisions of the 

Amended and Restated Declaration of Trust of the Trust dated as of December 30, 2009, as the 

same may be amended from time to time (the “Declaration”), including the designation of the 

terms of the Common Securities as set forth in Annex I thereto. Capitalized terms used herein 

but not defined shall have the meaning given them in the Declaration. The Sponsor will provide 

a copy of the Declaration and the Indenture to a Holder without charge upon written request to 

the Sponsor at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to 

the benefits thereunder.

The Holder of this certificate, by accepting this certificate, is deemed to have agreed to 

the terms of the Indenture and the Debentures, including that the Debentures are subordinate and 

junior in right of payment to all Senior Indebtedness (as defined in the Indenture) as and to the 

extent provided in the Indenture.

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, 

the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial 

ownership in the Debentures.
 A2-2 

IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day of ___, 

___________.

GMAC Capital Trust I 

By:

Name: 

Title: Administrative Trustee 
 A2-3 

ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security 

Certificate to: 

______________________________________________________________________________

______________________________________________________________________________

______________________________

(Insert assignee’s social security or tax identification number) 

______________________________________________________________________________

______________________________________________________________________________

______________________________

(Insert address and zip code of assignee)

and irrevocably appoints _________________________________________________________ 

______________________________________________________________________________

______________________________agent to transfer this Common Security Certificate on the 

books of the Trust. The agent may substitute another to act for him or her. 

Date: _______________________________ 

Signature: ___________________________ 

(Sign exactly as your name appears on the other side of this Common Security Certificate) 
 B-1 

EXHIBIT B 

SPECIMEN OF DEBENTURE 
 B-2 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE 

TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A 

REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT 

AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION 

FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE 

SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE 

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE 

HEREOF (1) REPRESENTS THAT IT IS (X) A “QUALIFIED INSTITUTIONAL BUYER”

(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (Y) AN 

INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF 

SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, 

(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE 

SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A 

REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES 

ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT 

ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT 

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED 

IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN 

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO 

WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON 

RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE 

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 

AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE 

SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE 

SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 

ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN 

WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED BY ITS PURCHASE 

AND HOLDING THEREOF THAT EITHER (I) NO PORTION OF THE ASSETS USED BY 

IT TO ACQUIRE AND HOLD THE SECURITY CONSTITUTES ASSETS OF ANY 

“EMPLOYEE BENEFIT PLAN” SUBJECT TO SECTION 406 OF THE U.S. EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY 

PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE 

U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR 

PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR 

REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE 

(COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING 

ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH EMPLOYEE 

BENEFIT PLAN OR OTHER PLAN, ACCOUNT OR ARRANGEMENT OR (II) THE 

PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 

4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW. 
 B-3 

THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”), FOR 

PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE INTERNAL REVENUE CODE 

OF 1986, AS AMENDED. GMAC, INC. (THE “COMPANY”) WILL, BEGINNING NO 

LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE, PROMPTLY PROVIDE TO 

HOLDERS OF SECURITIES, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE 

AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT 

TO THE SECURITIES. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE 

COMPANY AT GMAC INC., 200 RENAISSANCE CENTER, P.O. BOX 200, DETROIT, 

MICHIGAN 48265-2000, ATTENTION: CHIEF FINANCIAL OFFICER. 

No. __

$_____________

GMAC INC.

8.0% JUNIOR SUBORDINATED 

DEFERRABLE INTEREST DEBENTURE 

DUE February 15, 2040

GMAC INC., a Delaware corporation (the “Company”, which term includes any 

successor corporation under the Indenture, dated as of December 30, 2009, between the 

Company and The Bank of New York Mellon (as trustee), for value received, hereby promises to 

pay to The Bank of New York Mellon, as Institutional Trustee of GMAC Capital Trust I (the 

“Trust”), pursuant to that certain Amended and Restated Declaration of Trust, dated as of 

December 30, 2009, or registered assigns, the principal sum of ___ dollars ($___) on February 

15, 2040, and to pay interest on said principal sum from December 30, 2009, or from the most 

recent interest payment date (each such date, an “Interest Payment Date”) to which interest has 

been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on 

February 15, May 15, August 15 and November 15 of each year commencing February 15, 2010, 

at a rate of 8.0% per annum, until the principal hereof shall have become due and payable, and 

on any overdue principal and premium, if any, and (without duplication and to the extent that 

payment of such interest is enforceable under applicable law) on any overdue installment of 

interest at the same rate per annum compounded quarterly. The amount of interest payable on 

any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day 

months. In the event that an amount of interest is payable for any period shorter than a full 

quarterly period, interest will be computed on the basis of the actual number of days elapsed in a 

partial month in such period. In the event that any date on which interest is payable on this 

Security is not a Business Day, then payment of interest payable on such date will be made on 

the next succeeding day that is a Business Day (and without any interest or other payment in 

respect of any such delay), except that, if such Business Day is in the next succeeding calendar 

year, such payment shall be made on the immediately preceding Business Day, in each case with 

the same force and effect as if made on such date. The interest installment so payable, and 
 B-4 

punctually paid or duly provided for, on any Interest Payment Date will, as provided in the 

Indenture, be paid to the Person in whose name this Security (or one or more Predecessor 

Securities, as defined in said Indenture) is registered at the close of business on the regular 

record date for such interest installment, which shall be (a) while this Security is held by the 

Institutional Trustee of the Trust or is represented by a Global Security, the close of business on 

the Business Day next preceding such Interest Payment Date, or (b) if pursuant to the provisions 

of the Indenture this Security is not in book-entry form, 15 days prior to such Interest Payment 

Date or such other record date fixed by the Administrative Trustee that is not more than 60 nor 

less than 10 days prior to such Interest Payment Date. Any such interest installment not 

punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders 

on such regular record date and may be paid to the Person in whose name this Security (or one or 

more Predecessor Securities) is registered at the close of business on a special record date to be 

fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to 

the registered Holders of this series of Securities not less than 10 days prior to such special 

record date, or may be paid at any time in any other lawful manner not inconsistent with the 

requirements of any securities exchange on which the Securities of this series may be listed, and 

upon such notice as may be required by such exchange, all as more fully provided in the 

Indenture. The principal of (and premium, if any) and the interest on this Security shall be 

payable at the office or agency of the Trustee maintained for that purpose in any coin or currency 

of the United States of America that at the time of payment is legal tender for payment of public 

and private debts; provided, however, that payment of interest may be made at the option of the 

Company by check mailed to the registered Holder at such address as shall appear in the Security 

Register. Notwithstanding the foregoing, so long as the Holder of this Security is the 

Institutional Trustee of a GMAC Trust, the payment of the principal of (and premium, if any) 

and interest on this Security will be made at such place and to such account as may be designated 

by such Institutional Trustee.

This Security is not a deposit or savings account. This Security is not insured by the 

Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. 

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, 

subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness 

of the Company, and this Security is issued subject to the provisions of the Indenture with 

respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be 

bound by, such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such 

action as may be necessary or appropriate to acknowledge or effectuate the subordination so 

provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. 

Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance 

of the subordination provisions contained herein and in the Indenture by each holder of Senior 

Indebtedness of the Company, whether now outstanding or hereafter incurred, and waives 

reliance by each such holder upon said provisions.

This Security shall not be entitled to any benefit under the Indenture hereinafter referred 

to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon 

shall have been signed by or on behalf of the Trustee.
 B-5 

The provisions of this Security are continued on the reverse side hereof and such 

continued provisions shall for all purposes have the same effect as though fully set forth at this 

place.
 B-6 

IN WITNESS WHEREOF, the Company has caused this instrument to be executed. 

Dated: __________, 2009

GMAC INC. 

By:

Name: [ ] 

Title: [ ] 

Attest:

By:_________________________________ 

Name: [ ] 

Title: Assistant Secretary 

CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series of Securities described in the within-mentioned 

Indenture.

THE BANK OF NEW YORK MELLON, 

as Trustee 

By:

Authorized Signatory 
 B-7 

(REVERSE OF SECURITY) 

GMAC INC. 

8.0% JUNIOR SUBORDINATED 

DEFERRABLE INTEREST DEBENTURE 

DUE FEBRUARY 15, 2040

This Security is one of a duly authorized issue of securities of the Company (herein 

sometimes referred to as the “Securities”), specified in the Indenture, all issued or to be issued in 

one or more series under and pursuant to an Indenture dated as of December 30, 2009 (the 

“Indenture”), duly executed and delivered between the Company and The Bank of New York 

Mellon, as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto 

reference is hereby made for a description of the respective rights, limitations of rights, 

obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of 

the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary 

as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. 

This series of Securities is limited in aggregate principal amount to $___. 

The Company shall have the right to redeem this Security, in whole or in part, (i) while 

8.0% Trust Preferred Securities of the Trust (the “Trust Preferred Securities”) or this Security are 

held by the U.S. Government in connection with assistance provided to the Company under the 

Troubled Asset Relief Program or any similar or related U.S. Government program, subject to 

consultation with the Federal Reserve; (ii) at the option of the Company without premium or 

penalty, at any time on or after December 30, 2014 (an “Optional Redemption”); or (iii) any time 

in certain circumstances upon the occurrence of a Tax Event, an Investment Company Event or a 

Regulatory Capital Event (each as defined below, and each a “Special Event”), at a redemption 

price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest to the 

date of such redemption (the “Optional Redemption Price”). Any redemption pursuant to this 

paragraph will be made at the Optional Redemption Price upon not less than 30 days nor more 

than 60 days notice, and with respect to a redemption upon a Special Event, within 90 days 

following the occurrence of such Special Event; provided, however, that if at the time there is 

available to the Company or the Trust the opportunity to eliminate, within such 90 day period, 

the Special Event by taking some ministerial action, such as filing a form or making an election 

or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, 

the Company or the holders of the Trust Preferred Securities or the Securities, then the Company 

or the Trust will pursue such measure in lieu of redemption. If the Securities of this series are 

only partially redeemed by the Company pursuant to an Optional Redemption, such Securities 

will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that 

if, at the time of redemption, the Securities of this series are registered as a Global Security, the 

Depositary (as defined herein) shall determine the principal amount of such Securities held by 

each Security Beneficial Owner to be redeemed in accordance with its procedures. 

 “Tax Event” means that the Administrative Trustees shall have received an opinion of 

a nationally recognized independent tax counsel experienced in such matters (a “Tax Event 

Opinion”) to the effect that, as a result of (a) any amendment to, or change (including any 

announced prospective change) in, the laws (or any regulations thereunder), of the United States 

or any political subdivision or taxing authority thereof or therein or (b) any amendment to, or 
 B-8 

change in, an interpretation or application of such laws or regulations by any legislative body, 

court, governmental agency or regulatory authority (including the enactment of any legislation 

and the publication of any judicial decision or regulatory determination or administrative 

pronouncement on or after December 30, 2009), in either case after December 30, 2009 there is 

more than an insubstantial risk that (i) the Trust would be subject to United States federal income 

tax with respect to interest accrued or received on the Securities of this series, (ii) the Trust 

would be subject to more than a de minimis amount of other taxes, duties or other governmental 

charges, or (iii) interest payable to the Trust on the Securities of this series would not be 

deductible, in whole or in part, by the Company for United States federal income tax purposes. 

 “Investment Company Event” means that the Administrative Trustees shall have 

received an opinion of a nationally recognized independent counsel experienced in practice 

under the Investment Company Act to the effect that, as a result of the occurrence of a change in 

law or regulation or a written change in interpretation or application of law or regulation by any 

legislative body, court, governmental agency or regulatory authority (a “Change in 1940 Act 

Law”), there is a more than an insubstantial risk that the Trust is or will be considered an 

Investment Company which is required to be registered under the Investment Company Act, 

which Change in 1940 Act Law becomes effective on or after December 30, 2009. 

 “Regulatory Capital Event” means a determination by the Company, based on an 

opinion of counsel experienced in such matters (who may be an employee of the Company or 

any of its affiliates), that, as a result of (a) any amendment to, clarification of or change 

(including any announced prospective change) in applicable laws or regulations or official 

interpretations thereof or policies with respect thereto or (b) any official administrative 

pronouncement or judicial decision interpreting or applying such laws or regulations, which 

amendment, clarification, change, pronouncement or decision is announced or is effective after 

December 30, 2009, there is more than an insubstantial risk that the Trust Preferred Securities 

will no longer constitute Tier I Capital of the Company or any bank holding company of which 

the Company is a subsidiary (or its equivalent) for purposes of the capital adequacy guidelines or 

policies of the Board of Governors of the Federal Reserve System or its successor as the 

Company’s primary federal banking regulator, provided, however, that the distribution of the 

Debentures in connection with the liquidation of the Trust shall not in and of itself constitute a 

Regulatory Capital Event unless such liquidation shall have occurred in connection with a Tax 

Event or an Investment Company Event. 

Any redemption of the Securities of this series, in whole or in part, prior to the stated 

maturity date is subject to the prior concurrence or approval of the Federal Reserve or the staff 

thereof, (i) if such concurrence or approval is then required in order for securities such as the 

Securities of this series to qualify as tier 1 capital of a bank holding company under applicable 

capital adequacy guidelines, regulations, policies, or published interpretations of the Federal 

Reserve, or (ii) if the Federal Reserve or its staff has informed the Company that it must obtain 

such approval before redeeming the Securities. 

In the event of redemption of this Security in part only, a new Security or Securities of 

this series for the unredeemed portion hereof will be issued in the name of the Holder hereof 

upon the cancellation hereof.
 B-9 

In case an Event of Default, as defined in the Indenture, with respect to the Securities of 

this series shall have occurred and be continuing, the principal of all the Securities of this series 

may be declared, and upon such declaration shall become, due and payable, in the manner, with 

the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the 

consent of the Holders of not less than a majority in aggregate principal amount of the Securities 

of each series affected at the time Outstanding, as defined in the Indenture, to execute 

supplemental indentures for the purpose of adding any provisions to or changing in any manner 

or eliminating any of the provisions of the Indenture or of any supplemental indenture or of 

modifying in any manner the rights of the Holders of the Securities of such series under the 

Indenture; provided, however, that no such supplemental indenture shall modify certain 

provisions of the Indenture, as set forth in the Indenture, without the consent of the Holders of 

each Security then outstanding and affected thereby including, without limitation, to: (i) extend 

the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or 

reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable 

upon the redemption thereof, or change any Place of Payment where, or the coin or currency in 

which, any Security or any premium or the interest thereon is payable, or impair the right to 

institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, 

in the case of redemption, on or after the Redemption Date), or modify the provisions of the 

Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 

or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent 

to any such supplemental indenture, or the consent of whose Holders is required for any waiver 

(of compliance with certain provisions of the Indenture or certain defaults thereunder and their 

consequences) provided for in the Indenture. The Indenture also contains provisions permitting 

the Holders of a majority in aggregate principal amount of the Securities of any series at the time 

outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to 

waive any past default in the performance of any of the covenants contained in the Indenture, or 

established pursuant to the Indenture with respect to such series, and its consequences, except a 

default in the payment of the principal of or premium, if any, or interest on any of the Securities 

of such series. Any such consent or waiver by the registered Holder of this Security (unless 

revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and 

upon all future Holders and owners of this Security and of any Security issued in exchange 

herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of 

whether or not any notation of such consent or waiver is made upon this Security. In 

determining whether the Holders of the requisite principal amount of Outstanding Securities 

have given any request, demand, authorization, direction, notice, consent or waiver under the 

Indenture or hereunder, Securities owned by the U.S. Government shall not be deemed to be 

Securities owned by an Affiliate of the Company. 

No reference herein to the Indenture and no provision of this Security or of the Indenture 

shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay 

the principal of and premium, if any, and interest on this Security at the time and place and at the 

rate and in the money herein prescribed. 

So long as no Event of Default, as defined in the Indenture, shall have occurred and be 

continuing, the Company shall have the right at any time during the term of the Securities of this 
 B-10 

series and from time to time to extend the interest payment period of such Securities for up to 20 

consecutive quarters (an “Extended Interest Payment Period”), at the end of which period the 

Company shall pay all interest then accrued and unpaid (together with interest thereon at the rate 

specified for the Securities of this series to the extent that payment of such interest is enforceable 

under applicable law); provided, that no such Extended Interest Payment Period shall extend 

beyond the maturity of such Securities; and provided further that during any such Extended 

Interest Payment Period (a) the Company and any subsidiary of the Company (other than a 

subsidiary of the Company that is a depository institution, or a subsidiary thereof) shall not 

declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, 

acquire or make a liquidation payment with respect to, any of the Company’s capital stock or 

make any guarantee payment with respect thereto (other than (i) redemptions, purchases or other 

acquisitions of shares of capital stock of the Company in connection with the administration of 

any employee benefit plan in the ordinary course of business and consistent with past practice, 

(ii) the acquisition by the Company or any of its subsidiaries of record ownership in capital stock 

of the Company for the beneficial ownership of any other persons (other than the Company or 

any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or 

conversion of any class or series of the Company’s capital stock for any other class or series of 

the Company’s capital stock, in each case, solely to the extent required pursuant to binding 

contractual agreements entered into prior to or on the original issue date of the Securities of this 

series or any subsequent agreement for the accelerated exercise, settlement or exchange thereof 

for capital stock of the Company, (iv) distributions by or among any wholly-owned subsidiary of 

the Company, (v) redemptions of securities held by the Company or any wholly-owned 

subsidiary of the Company, and (vi) unpaid tax distributions to holders of membership interests 

of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 

2009), and (b) the Company and any subsidiary of the Company (other than a subsidiary of the 

Company that is a depository institution, or a subsidiary thereof) shall not make any payment of 

interest on or principal of (or premium, if any, on), or repay, repurchase or redeem, any debt 

securities or guarantees issued by the Company which rank pari passu with or junior to the 

Securities (“Junior Subordinated Indebtedness”) (other than (i) redemptions, purchases or other 

acquisitions of Junior Subordinated Indebtedness in connection with the administration of any 

employee benefit plan in the ordinary course of business and consistent with past practice, (ii) 

the acquisition by the Company or any of its subsidiaries of record ownership in Junior 

Subordinated Indebtedness for the beneficial ownership of any other persons (other than the 

Company or any of its subsidiaries), including trustees or custodians, (iii) as a result of an 

exchange or conversion of any class or series of Junior Subordinated Indebtedness for any other 

class or series of Junior Subordinated Indebtedness, (iv) redemptions of securities held by the 

Company or any wholly-owned subsidiary of the Company and (v) any payment of interest on 

Junior Subordinated Indebtedness paid pro rata with interest paid on the Securities of this series 

such that the respective amounts of such payments made shall bear the same ratio to each other 

as all accrued but unpaid interest per like-amount of such Securities and all Junior Subordinated 

Indebtedness bear to each other); provided, however,the restrictions in the foregoing clauses (a) 

and (b) will not apply to (i) any stock dividends paid by the Company where the dividend stock 

is the same stock as that on which the dividend is being paid or (ii) dividends or distributions by 

or other transactions solely among the Company and any wholly-owned subsidiary of the 

Company or solely among wholly-owned subsidiaries of the Company. For the avoidance of 

doubt, the Company shall have the right to make partial payments of interest on any Interest 

Payment Date during an Extended Interest Payment Period. Before the termination of any such 
 B-11 

Extended Interest Payment Period, the Company may further extend such Extended Interest 

Payment Period, provided that such Extended Interest Payment Period together with all such 

further extensions thereof shall not exceed 20 consecutive quarters and shall not extend beyond 

the maturity of the Securities of this series. At the termination of any such Extended Interest 

Payment Period and upon the payment of all accrued and unpaid interest and any additional 

amounts then due, the Company may commence a new Extended Interest Payment Period. 

As provided in the Indenture and subject to certain limitations therein set forth, this 

Security is transferable by the registered Holder hereof on the Security Register of the Company, 

upon surrender of this Security for registration of transfer at the office or agency of the Trustee 

in the City and State of New York accompanied by a written instrument or instruments of 

transfer in form satisfactory to the Company or the Trustee duly executed by the registered 

Holder hereof or his attorney duly authorized in writing, and thereupon one or more new 

Securities of authorized denominations and for the same aggregate principal amount and series 

will be issued to the designated transferee or transferees. No service charge will be made for any 

such transfer, but the Company or the Trustee may require payment of a sum sufficient to cover 

any tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Security, the Company, the 

Trustee, any paying agent and the Security Registrar may deem and treat the registered holder 

hereof as the absolute owner hereof (whether or not this Security shall be overdue and 

notwithstanding any notice of ownership or writing hereon made by anyone other than the 

Security Registrar) for the purpose of receiving payment of or on account of the principal hereof 

and premium, if any, and interest due hereon and for all other purposes, and neither the Company 

nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to 

the contrary. 

No recourse shall be had for the payment of the principal of or the interest on this 

Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect 

of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, 

as such, of the Company or of any predecessor or successor corporation whether by virtue of any 

constitution, statute or rule of law, or by the enforcement of any assessment or penalty or 

otherwise, all such liability being, by the acceptance hereof and as part of the consideration for 

the issuance hereof, expressly waived and released.

If issued as a Global Security, this Global Security is exchangeable for Securities of this 

series in definitive form only under certain limited circumstances set forth in the Indenture. 

Securities of this series so issued are issuable only in registered form without coupons in 

denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and 

subject to certain limitations therein set forth, Securities of this series so issued are exchangeable 

for a like aggregate principal amount of Securities of this series of a different authorized 

denomination, as requested by the Holder surrendering the same. 

All terms used in this Security shall have the meanings assigned to them in the Officer’s 

Certificate. All other terms used in this Security that are defined in the Indenture shall have the 

meanings assigned to them in the Indenture. 
 D-1 

EXHIBIT D

[FORM OF CERTIFICATE TO BE DELIVERED UPON 

TRANSFER OF PREFERRED SECURITIES] 

GMAC Inc. 

200 Renaissance Center

P.O. Box 200

Detroit, Michigan 48265-2000 

Facsimile: (313) 656-6214

Attention: General Counsel

The Bank of New York Mellon 

101 Barclay Street — 8W 

New York, New York 10286 

Attention: Corporate Trust Administration 

Re: 8.0% Trust Preferred Securities, liquidation amount $1,000 per preferred security (the 

“Securities”) CUSIP # [____________]

Reference is hereby made to that certain Amended and Restated Declaration of Trust, 

dated as of December 30, 2009 (the “ARDT”), among GMAC Inc., the administrative trustees 

named therein, BNY Mellon Trust of Delaware, as Delaware Trustee, and The Bank of New 

York Mellon, as Institutional Trustee (the “Institutional Trustee”). Capitalized terms used but 

not defined herein shall have the meanings set forth in the ARDT. 

This certificate relates to $_____ aggregate liquidation amount of Securities held in 

definitive form by the undersigned. 

The undersigned, _____ (transferor), hereby requests that the Security Registrar register a 

transfer of a Security or Securities to _____ (transferee).

In connection with such transfer of the Security or Securities, the undersigned confirms 

that such Securities are being transferred in accordance with their terms: 

CHECK ONE BOX BELOW: 

 to GMAC Inc. or any subsidiary thereof; or 

 to a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 

144A”) under the Securities Act of 1933, as amended (the “Securities Act”) and 

in compliance with Rule 144A or (B) an institutional “accredited investor” within 

the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the 

Securities Act; 

 pursuant to an exemption from registration provided by Rule 144 under the 

Securities Act or any other available exemption from the registration requirements 

of the Securities Act. 
 D-1 

Unless one of the boxes is checked, the Security Registrar will refuse to register the 

transfer of any of the Securities referenced in this certificate. 

Signature

Signature Guarantee: ______________________________ 

(Signature must be guaranteed by a 

participant in a recognized signature 

guarantee medallion program) 

TO BE COMPLETED BY PURCHASER IF THE SECOND BOX ABOVE IS CHECKED.

The undersigned represents and warrants that: (initial applicable statement)

______ it and any account for which it is acting is a “qualified institutional buyer” within 

the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), (ii) it 

exercises sole investment discretion with respect to each such account, and (iii) it is aware that 

the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such 

information as the undersigned has requested pursuant to Rule 144A or has determined not to 

request such information and that it is aware that the transferor is relying upon the undersigned’s 

foregoing representations in order to claim the exemption from registration provided by Rule 

144A.

______ it is an institutional “accredited investor” within the meaning of subparagraph 

(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act purchasing for its own account or for 

the account of such an “accredited investor”, and it is acquiring the Securities for investment 

purposes and not with a view to, or for offer or sale in connection with, any distribution in 

violation of the Securities Act, and it has such knowledge and experience in financial and 

business matters as to be capable of evaluation the merits and risks of its investment in the 

Securities, and it and any account for which it is acting is able to bear the economic risks of the 

investment. 

[Name of Transferee] 

By:

Name:2

Date:

2

 To be signed by an executive officer. 
 E-1 

EXHIBIT E 

[FORM OF CERTIFICATE TO BE DELIVERED 

IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] 

GMAC Inc. 

200 Renaissance Center

P.O. Box 200

Detroit, Michigan 48265-2000 

Facsimile: (313) 656-6214 

Attention: General Counsel 

The Bank of New York Mellon 

101 Barclay Street — 8W 

New York, New York 10286 

Attention: Corporate Trust Administration 

Re: 8.0% Trust Preferred Securities, liquidation amount $1,000 per preferred security (the 

“Securities”) CUSIP # [__________]

Ladies and Gentlemen: 

In connection with our proposed sale of $[____________] aggregate liquidation amount 

of the Securities (the “Subject Securities”), we hereby certify that such transfer is being effected 

pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities 

Act of 1933, as amended, and, accordingly, we hereby further certify that the Subject Securities 

are being transferred to a person that we reasonably believe is purchasing the Subject Securities 

for its own account, or for one or more accounts with respect to which such person exercises sole 

investment discretion, and such person and each such account is a “qualified institutional buyer” 

within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and 

such Subject Securities are being transferred in compliance with any applicable securities laws of 

any state of the United States. 

The Bank of New York Mellon and GMAC Inc. are entitled to rely upon this letter and 

are irrevocably authorized to produce this letter or a copy hereof to any interested party in any 

administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

Very truly yours, 

[Name of Transferor] 

By: ____________________

Name:3

3

 To be signed by an authorized signatory. 
 

Execution Copy 

GMAC INC. 

TO 

THE BANK OF NEW YORK MELLON 

Trustee 

INDENTURE 

Dated as of December 30, 2009 

Providing for the issuance of Junior Subordinated Debt Securities 
W/1

Error! Unknown document property name.

TABLE OF CONTENTS 

Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ..............................1

Section 1.1 Definitions....................................................................................................1 

Section 1.2 Compliance Certificates and Opinions. .......................................................8 

Section 1.3 Form of Documents Delivered to Trustee ...................................................9 

Section 1.4 Acts of Holders; Record Dates ....................................................................9 

Section 1.5 Notices, Etc., to Trustee and Company......................................................10 

Section 1.6 Notice to Holders; Waiver .........................................................................10 

Section 1.7 Trust Indenture Act....................................................................................11 

Section 1.8 Effect of Headings and Table of Contents.................................................11 

Section 1.9 Successors and Assigns..............................................................................11 

Section 1.10 Separability Clause ....................................................................................11 

Section 1.11 Benefits of Indenture..................................................................................12 

Section 1.12 Governing Law; Submission to Jurisdiction..............................................12 

Section 1.13 Legal Holidays...........................................................................................12 

Section 1.14 Tax Characterization..................................................................................12 

Section 1.15 Notices. ......................................................................................................12 

ARTICLE II SECURITY FORMS ......................................................................................................13

Section 2.1 Forms Generally.........................................................................................13 

Section 2.2 Form of Face of Security ...........................................................................14 

Section 2.3 Form of Reverse of Security......................................................................18 

Section 2.4 Form of Trustee’s Certificate of Authentication........................................22 

ARTICLE III THE SECURITIES .......................................................................................................22

Section 3.1 Amount Unlimited; Issuable in Series .......................................................22 

Section 3.2 Denominations ...........................................................................................24 

Section 3.3 Execution, Authentication, Delivery and Dating.......................................24 

Section 3.4 Temporary Securities.................................................................................25 

Section 3.5 Registration, Registration of Transfer and Exchange................................26 

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities......................................27 

Section 3.7 Payment of Interest; Interest Rights Preserved..........................................28 

Section 3.8 Persons Deemed Owners ...........................................................................29 

Section 3.9 Cancellation ...............................................................................................29 

Section 3.10 Interest........................................................................................................29

Section 3.11 Form and Payment .....................................................................................31 

Section 3.12 Global Securities........................................................................................31 

Section 3.13 CUSIP Numbers.........................................................................................32 

ARTICLE IV SATISFACTION AND DISCHARGE; DEFEASANCE.......................................................32
 - ii - 

Section 4.1 Satisfaction and Discharge of Indenture....................................................32 

Section 4.2 Defeasance and Discharge .........................................................................33 

Section 4.3 Covenant Defeasance.................................................................................34 

Section 4.4 Conditions to Defeasance or Covenant Defeasance ..................................35 

Section 4.5 Application of Trust Money.......................................................................35 

Section 4.6 Indemnity for U.S. Government Obligations.............................................36 

Section 4.7 Reinstatement.............................................................................................36 

ARTICLE V REMEDIES..................................................................................................................36

Section 5.1 Events of Default .......................................................................................36 

Section 5.2 Acceleration of Maturity............................................................................37 

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee............38 

Section 5.4 Trustee to File Claims As Attorney-In-Fact ..............................................39 

Section 5.5 Application of Money Collected................................................................39 

Section 5.6 Control by Holders; Waiver of Past Default..............................................40 

Section 5.7 Limitation on Suits; Default.......................................................................41 

Section 5.8 Costs and Attorneys’ Fees in Legal Proceedings.......................................42 

Section 5.9 Remedies Cumulative ................................................................................42 

Section 5.10 Waiver of Stay or Extension Laws ............................................................43 

ARTICLE VI THE TRUSTEE...........................................................................................................43

Section 6.1 Certain Duties and Responsibilities...........................................................43 

Section 6.2 Notice of Defaults......................................................................................44 

Section 6.3 Certain Rights of Trustee...........................................................................45 

Section 6.4 Not Responsible for Recitals or Issuance of Securities .............................46 

Section 6.5 May Hold Securities ..................................................................................46 

Section 6.6 Money Held in Trust..................................................................................47 

Section 6.7 Compensation and Reimbursement ...........................................................47 

Section 6.8 Disqualification; Conflicting Interests.......................................................47 

Section 6.9 Corporate Trustee Required; Eligibility.....................................................48 

Section 6.10 Resignation and Removal; Appointment of Successor..............................48 

Section 6.11 Acceptance of Appointment by Successor ................................................49 

Section 6.12 Merger, Conversion, Consolidation or Succession to Business ................50 

Section 6.13 Preferential Collection of Claims Against Company.................................51 

Section 6.14 Appointment of Authenticating Agent.......................................................51 

ARTICLE VII HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY ..................................52

Section 7.1 Company to Furnish Trustee Names and Addresses of Holders ...............52 

Section 7.2 Preservation of Information; Communications to Holders........................53 

Section 7.3 Reports by Trustee .....................................................................................53 

Section 7.4 Reports by Company..................................................................................53 

Section 7.5 Officers’ Certificate as to Events of Default..............................................54 

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ........................54
 - iii - 

Section 8.1 Company May Consolidate, Etc., Only on Certain Terms ........................54 

Section 8.2 Successor Corporation Substituted ............................................................54 

ARTICLE IX SUPPLEMENTAL INDENTURES...................................................................................55

Section 9.1 Supplemental Indentures Without Consent of Holders .............................55 

Section 9.2 Supplemental Indentures with Consent of Holders ...................................56 

Section 9.3 Execution of Supplemental Indentures ......................................................57 

Section 9.4 Effect of Supplemental Indentures.............................................................57 

Section 9.5 Conformity with Trust Indenture Act ........................................................57 

Section 9.6 Reference in Securities to Supplemental Indentures .................................57 

ARTICLE X COVENANTS ..............................................................................................................58

Section 10.1 Payment of Principal, Premium and Interest .............................................58 

Section 10.2 Maintenance of Office or Agency..............................................................58 

Section 10.3 Money for Securities Payments to Be Held in Trust .................................58 

Section 10.4 Statement by Officers as to Default...........................................................59 

Section 10.5 Covenants as to GMAC Trusts ..................................................................60 

Section 10.6 Payment of Expenses .................................................................................60 

Section 10.7 Listing on an Exchange..............................................................................61 

Section 10.8 Future Issuance of Securities under this Indenture....................................61 

ARTICLE XI REDEMPTION OF SECURITIES ...................................................................................61

Section 11.1 Applicability of Article; Federal Reserve Approval..................................61 

Section 11.2 Election to Redeem; Notice to Trustee ......................................................62 

Section 11.3 Selection by Trustee of Securities to Be Redeemed ..................................62 

Section 11.4 Notice of Redemption................................................................................63 

Section 11.5 Deposit of Redemption Price.....................................................................63 

Section 11.6 Securities Payable on Redemption Date....................................................63 

Section 11.7 Securities Redeemed in Part ......................................................................64 

ARTICLE XII SINKING FUNDS ......................................................................................................64

Section 12.1 Applicability of Article..............................................................................64 

Section 12.2 Satisfaction of Sinking Fund Payments with Securities ............................65 

Section 12.3 Redemption of Securities for Sinking Fund...............................................65 

ARTICLE XIII EXTENSION OF INTEREST PAYMENT PERIOD .........................................................65

Section 13.1 Extension of Interest Payment Period........................................................65 

Section 13.2 Notice of Extension....................................................................................66 

Section 13.3 Limitation of Transactions.........................................................................67 

ARTICLE XIV SUBORDINATION OF SECURITIES...........................................................................68

Section 14.1 Agreement to Subordinate .........................................................................68 

Section 14.2 Default on Senior Indebtedness .................................................................68 
 - iv - 

Section 14.3 Liquidation; Dissolution; Bankruptcy........................................................69 

Section 14.4 Subrogation................................................................................................70 

Section 14.5 Trustee to Effectuate Subordination ..........................................................71 

Section 14.6 Notice by the Company .............................................................................71 

Section 14.7 Rights of the Trustee; Holders of Senior Indebtedness .............................72 

Section 14.8 Subordination May Not Be Impaired.........................................................72 

Section 14.9 Trustee’s Compensation Not Prejudiced ...................................................72 

ARTICLE XV MISCELLANEOUS ....................................................................................................73

Section 15.1 Acknowledgement of Rights......................................................................73 

Section 15.2 Counterparts...............................................................................................73 

EXHIBIT A FORM OF TRANSFER CERTIFICATE

EXHIBIT B FORM OF RULE 144A TRANSFER CERTIFICATE
 - v - 

INDEX OF TERMS 

Page

Act................................................................................................................................................... 2 

Additional Interest .................................................................................................................... 2, 30 

Administrative Trustees.................................................................................................................. 2 

Affiliate........................................................................................................................................... 2 

Authenticating Agent...................................................................................................................... 2 

Board of Directors........................................................................................................................... 2 

Board Resolution ............................................................................................................................ 2 

Book Entry Interest......................................................................................................................... 2 

Business Day................................................................................................................................... 2 

Commission .................................................................................................................................... 2 

Common Securities......................................................................................................................... 2 

Company............................................................................................................................... 1, 2, 15 

Company Order............................................................................................................................... 2 

Company Request ........................................................................................................................... 2 

Compounded Interest................................................................................................................ 3, 65 

Control ............................................................................................................................................ 3 

Corporate Trust Office.................................................................................................................... 3 

Coupon Rate.............................................................................................................................. 3, 29 

Covenant Defeasance................................................................................................................ 3, 34 

Declaration...................................................................................................................................... 3 

Default....................................................................................................................................... 3, 41 

Defaulted Interest...................................................................................................................... 3, 28 

Defeasance ................................................................................................................................ 3, 34 

Deferred Interest ....................................................................................................................... 3, 65 

Delaware Trustee ............................................................................................................................ 3 

Depositary....................................................................................................................................... 3 

Direct Action............................................................................................................................. 3, 73 

Dissolution Event............................................................................................................................ 3 

Distributions.................................................................................................................................... 3 

Event of Default........................................................................................................................ 4, 36 

Exchange Act.................................................................................................................................. 4 

Extended Interest Payment Period...................................................................................... 4, 20, 65

Federal Reserve............................................................................................................................... 4 

Floating or Adjustable Rate Provision............................................................................................ 4 

Floating or Adjustable Rate Security.............................................................................................. 4 

Global Security ............................................................................................................................... 4 

GMAC Trust ................................................................................................................................... 4 

Holder ............................................................................................................................................. 4 

Indenture ................................................................................................................................... 4, 18 

Institutional Trustee ........................................................................................................................ 4 

Interest Payment Date......................................................................................................... 4, 16, 30 

mandatory sinking fund ................................................................................................................ 19 

mandatory sinking fund payment.................................................................................................. 64 
 - vi - 

Maturity........................................................................................................................................... 4 

Non Book-Entry Trust Preferred Securities.............................................................................. 4, 31 

Officers’ Certificate ........................................................................................................................ 5 

Opinion of Counsel......................................................................................................................... 5 

Optional Redemption.................................................................................................................... 18 

Optional Redemption Price........................................................................................................... 18 

optional sinking fund payment...................................................................................................... 64 

Outstanding..................................................................................................................................... 5 

Paying Agent................................................................................................................................... 5 

Person.............................................................................................................................................. 6 

Place of Payment............................................................................................................................. 6 

Predecessor Security ....................................................................................................................... 6 

Private Placement Legend......................................................................................................... 6, 14 

Redemption Date ............................................................................................................................ 6 

Redemption Price............................................................................................................................ 6 

Regular Record Date....................................................................................................................... 6 

Responsible Officer ........................................................................................................................ 6 

Securities............................................................................................................................... 1, 6, 18 

Securities Act............................................................................................................................ 6, 14 

Security Beneficial Owner.............................................................................................................. 6 

Security Register....................................................................................................................... 7, 26 

Security Registrar...................................................................................................................... 7, 26 

Senior Indebtedness ........................................................................................................................ 7 

Special Record Date........................................................................................................................ 7 

Stated Maturity................................................................................................................................ 7 

TARP .............................................................................................................................................. 7 

Transfer Certification................................................................................................................ 8, 27 

Transfer Opinion....................................................................................................................... 8, 27 

Trust Indenture Act......................................................................................................................... 8 

Trust Preferred Securities ............................................................................................................... 8 

Trust Preferred Security Certificate................................................................................................ 8 

Trust Securities ............................................................................................................................... 8 

Trustee................................................................................................................................... 1, 8, 18 

U.S. Government ............................................................................................................................ 8 

U.S. Government Obligations................................................................................................... 8, 35 
 - vii - 

GMAC Inc. 

Reconciliation and tie between Trust Indenture Act and 

Indenture, dated as of December 30, 2009 

Trust Indenture Act Section Indenture Section 

§ 310 (b) 6.8, 6.10(d)(1) 

§ 311 (a) 6.13 

(b) 6.13 

§ 312 (b) 7.2 

(c) 7.2 

§ 313 (a) 7.3 

§ 316 (a) 1.7(a), 1.7(b) 

____________

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the 

Indenture.
INDENTURE, dated as of December 30, 2009, between GMAC INC., a corporation duly 

organized and existing under the laws of the State of Delaware (herein called the “Company”), 

having its principal office at 200 Renaissance Center, P.O. Box 200, Detroit, Michigan 48265-

2000, and THE BANK OF NEW YORK MELLON, a New York banking corporation duly 

organized and existing under the laws of the State of New York, as Trustee (herein called the 

“Trustee”).

RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide 

for the issuance from time to time of its unsecured junior subordinated debentures, notes or other 

evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as 

in this Indenture provided. 

All things necessary to make this Indenture a valid agreement of the Company, in 

accordance with its terms, have been done. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders 

thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all 

Holders of the Securities or of series thereof, as follows: 

ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1 Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the 

context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in 

this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, 

either directly or by reference therein, have the meanings assigned to them therein; 

(3) all accounting terms not otherwise defined herein have the meanings 

assigned to them in accordance with generally accepted accounting principles, and, 

except as otherwise herein expressly provided, the term “generally accepted accounting 

principles” with respect to any computation required or permitted hereunder shall mean 

such accounting principles as are generally accepted at the date of such computation; and

(4) the words “herein,” “hereof” and “hereunder” and other words of similar 

import refer to this Indenture as a whole and not to any particular Article, Section or 

other subdivision. 

Certain terms, used principally in Article Six, are defined in that Article. 
 - 2 - 

“Act” when used with respect to any Holder, has the meaning specified in Section 1.4. 

“Additional Interest” has the meaning specified in Section 3.10(d). 

“Administrative Trustees” has the meaning set forth in the Declaration of the applicable 

GMAC Trust. 

“Affiliate” means, with respect to any Person, any other Person that, directly or 

indirectly, whether through one or more intermediaries, Controls, is Controlled by or is under 

common Control with such Person, excluding any employee benefit plan or related trust; 

provided that (i) no GMAC Trust to which Securities have been issued shall be deemed to be an 

Affiliate of the Company and (ii) the United States Department of the Treasury shall not be 

deemed to be an Affiliate of the Company for purposes hereof. 

“Authenticating Agent” means any Person authorized by the Trustee to act on behalf of 

the Trustee to authenticate Securities. 

“Board of Directors” means either the board of directors of the Company or any duly 

authorized committee of that board. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an 

Assistant Secretary of the Company to have been duly adopted by the Board of Directors or by a 

duly authorized committee of the Board of Directors and to be in full force and effect on the date 

of such certification, and delivered to the Trustee. 

“Book Entry Interest” means a beneficial interest in a Global Security, ownership and 

transfers of which shall be maintained and made through book entries by the Depositary. 

“Business Day” means any day except Saturday, Sunday or any other day on which 

banking institutions in the State of New York generally are authorized or required by law or 

other governmental action to close. 

“Commission” means the Securities and Exchange Commission, as from time to time 

constituted, created under the Exchange Act, or, if at any time after the execution of this 

instrument such Commission is not existing and performing the duties now assigned to it under 

the Trust Indenture Act, then the body performing such duties at such time. 

“Common Securities” means undivided beneficial common interests in the assets of a 

GMAC Trust which rank, except upon the occurrence and continuation of an Event of Default, 

pari passu with Trust Preferred Securities issued by such GMAC Trust. 

“Company” means the Person named as the “Company” in the first paragraph of this 

instrument until a successor corporation shall have become such pursuant to the applicable 

provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 

“Company Request” or “Company Order” means a written request or order signed in the 

name of the Company by the Chief Executive Officer, the Chairman of the Board, the Chief 

Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief 

Accounting Officer, the Treasurer, any Assistant Treasurer, or a member of the Funding 
 - 3 - 

Committee of the Company, and by its General Counsel and Corporate Secretary, or any 

Assistant Secretary of the Company, and delivered to the Trustee. 

“Compounded Interest” has the meaning specified in Section 13.1. 

“Control,” “Controlled” or “Controlling” means, with respect to any Person, any 

circumstance in which such Person is directly or indirectly controlled by another Person by 

virtue of the latter Person having the power to (i) elect, or cause the election of (whether by way 

of voting capital stock, by contract, trust or otherwise), the majority of the members of the board 

of directors or a similar governing body of the first Person, or (ii) direct (whether by way of 

voting capital stock, by contract, trust or otherwise) the affairs and policies of such Person. 

“Corporate Trust Office” means the office of the Trustee in the City of New York, New 

York at which at any particular time its corporate trust business shall be principally administered, 

which at the date hereof is located at 101 Barclay Street — 8W, New York, New York 10286 or 

such other address as the Trustee may designate from time to time by notice to the Holders and 

the Company. 

“Coupon Rate” has the meaning specified in Section 3.10(a). 

“Covenant Defeasance” has the meaning specified in Section 4.3. 

“Declaration” means, with respect to a GMAC Trust, the amended and restated 

declaration of trust or any other governing instrument of such GMAC Trust. 

“Default” has the meaning specified in Section 5.7. 

“Defaulted Interest” has the meaning specified in Section 3.7(b). 

“Defeasance” has the meaning specified in Section 4.2. 

“Deferred Interest” has the meaning specified in Section 13.1. 

“Delaware Trustee” has the meaning specified in the Declaration of the applicable 

GMAC Trust. 

“Depositary” means, with respect to Securities of any series issuable in whole or in part 

in the form of one or more Global Securities, a clearing agency registered under the Exchange 

Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1. 

“Direct Action” has the meaning specified in Section 15.1. 

“Dissolution Event” means, with respect to a GMAC Trust, that as a result of the 

occurrence and continuation of an event set forth in the Declaration of that GMAC Trust, such 

GMAC Trust is to be dissolved in accordance with its Declaration. 

“Distributions” on Trust Securities of a GMAC Trust has the meaning set forth in the 

Declaration of such GMAC Trust. 
 - 4 - 

“Event of Default” has the meaning specified in Section 5.1. 

“Exchange Act” means the Securities Exchange Act of 1934 as amended from time to 

time, and any successor legislation. 

“Extended Interest Payment Period” has the meaning specified in Section 13.1. 

“Federal Reserve” means either or both of the Board of Governors of the Federal Reserve 

System and the Federal Reserve Bank of Chicago, or its successor as the Company’s primary 

federal banking regulator. 

“Floating or Adjustable Rate Provision” means a formula or provision, specified in a 

Board Resolution or an indenture supplemental hereto, providing for the determination, whether 

pursuant to objective factors or pursuant to the sole discretion of any Person (including the 

Company), and periodic adjustment of the interest rate per annum borne by a Floating or 

Adjustable Rate Security. 

“Floating or Adjustable Rate Security” means any Security which provides for interest to 

be payable thereon at a rate per annum that may vary from time to time over the term thereof in 

accordance with a Floating or Adjustable Rate Provision. 

“Global Security” means a Security that evidences all or part of the Securities of any 

series and is authenticated and delivered to, and registered in the name of, the Depositary for 

such Securities or a nominee thereof. 

“GMAC Trust” means GMAC Capital Trust I, a Delaware statutory trust, or any similar 

trust created for the purpose of issuing Trust Preferred Securities in connection with the issuance 

of Securities under this Indenture.

“Holder” means a Person in whose name a Security is registered in the Security Register. 

“Indenture” means this instrument as originally executed or as it may from time to time 

be supplemented or amended by one or more indentures supplemental hereto entered into 

pursuant to the applicable provisions hereof and shall include the terms of particular series of 

Securities established as contemplated by Section 3.1. 

“Institutional Trustee” has the meaning set forth in the Declaration of the applicable 

GMAC Trust. 

“Interest Payment Date,” when used with respect to any Security, means the Stated 

Maturity of an installment of interest on such Security. 

“Maturity,” when used with respect to any Security, means the date on which the 

principal of such Security or an installment of principal becomes due and payable as therein or 

herein provided, whether at the Stated Maturity or by declaration of acceleration, call for 

redemption or otherwise. 

“Non Book-Entry Trust Preferred Securities” has the meaning specified in Section 

3.12(a)(ii).
 - 5 - 

“Officers’ Certificate” means a certificate signed by the Chief Executive Officer, the 

Chairman of the Board, the Chief Administrative Officer, any Vice Chairman, the Chief 

Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Assistant 

Treasurer, or a member of the Funding Committee of the Company, and by its General Counsel 

and Corporate Secretary, or any Assistant Secretary of the Company, and delivered to the 

Trustee. The officer signing an Officers’ Certificate pursuant to Section 10.4 shall be the 

principal executive, financial or accounting officer of the Issuer or the Company, as the case may 

be.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the 

Company. 

“Outstanding,” when used with respect to Securities, means, as of the date of 

determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee 

for cancellation;

(ii) Securities for whose payment or redemption money in the necessary 

amount has been theretofore deposited with the Trustee or any Paying Agent (other than the 

Company) in trust or set aside and segregated in trust by the Company (if the Company shall act 

as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are 

to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or 

provision therefor satisfactory to the Trustee has been made; and 

(iii) Securities which have been paid pursuant to Section 3.6 or in exchange for 

or in lieu of which other Securities have been authenticated and delivered pursuant to Section 

3.6, other than any such Securities in respect of which there shall have been presented to the 

Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose 

hands such Securities are valid obligations of the Company; 

provided that in determining whether the Holders of the requisite principal amount of the 

Outstanding Securities have given any request, demand, authorization, direction, notice, consent 

or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities 

or (subject to Section 1.7) any Affiliate of the Company or of such other obligor shall be 

disregarded and deemed not to be Outstanding; provided, however, that, in determining whether 

the Trustee shall be protected in relying upon any such request, demand, authorization, direction, 

notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually 

knows to be so owned shall be so disregarded and provided, further, that Securities held by the 

Institutional Trustee for the benefit of the holders of the Trust Securities shall not be so 

disregarded. Securities so owned which have been pledged in good faith may be regarded as 

Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to 

act with respect to such Securities and that the pledgee is not the Company or any other obligor 

upon the Securities or any Affiliate of the Company or of such other obligor. 

“Paying Agent” means any Person authorized by the Company to pay the principal of (or 

premium, if any) or interest on any Securities on behalf of the Company. 
 - 6 - 

“Person” means any individual, corporation, partnership, limited liability company, joint 

venture, association, joint stock company, trust, unincorporated organization or government or 

any agency or political subdivision thereof. 

“Place of Payment,” when used with respect to the Securities of any series, means the 

place or places where the principal of (and premium, if any) and interest on the Securities of that 

series are payable as specified as contemplated by Section 3.1. 

“Predecessor Security” of any particular Security means every previous Security 

evidencing all or a portion of the same debt as that evidenced by such particular Security; and, 

for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in 

exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to 

evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Private Placement Legend” has the meaning set forth in Section 2.2. 

“Redemption Date,” when used with respect to any Security to be redeemed, means the 

date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Option Date” means, with respect to a series of Securities, the date 

specified as contemplated by Section 3.1 on or after which, from time to time, the Company, at 

its option, may redeem such series of Securities in whole or in part.

“Redemption Price,” when used with respect to any Security to be redeemed, means such 

percentage of the principal amount of such Security that is specified pursuant to Section 3.1 plus 

any accrued and unpaid interest thereon to the date of redemption. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the 

Securities of any series means the date specified as such pursuant to Section 3.1. 

“Responsible Officer” means, with respect to the Trustee, any officer within the 

Corporate Trust Office of the Trustee having direct responsibility for the administration of this 

Indenture and also means, with respect to a particular corporate trust matter, any other officer to 

whom such matter is referred because of that officer’s knowledge of and familiarity with the 

particular subject. 

“Securities” has the meaning stated in the first recital of this Indenture and more 

particularly means any Securities authenticated and delivered under this Indenture. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any 

successor legislation. 

“Security Beneficial Owner” means, with respect to a Book Entry Interest, a person who 

is the beneficial owner of such Book Entry Interest, as reflected on the books of the Depositary, 

or on the books of a Person maintaining an account with such Depositary (directly as a 

Depositary participant or as an indirect participant, in each case in accordance with the rules of 

the Depositary). 
 - 7 - 

“Security Register” and “Security Registrar” have the respective meanings specified in 

Section 3.5(a). 

“Senior Indebtedness” means with respect to the Company the principal, premium, if any, 

and interest (including interest accruing on or after the filing of any petition in bankruptcy or for 

reorganization relating to the Company, whether or not such claim for post-petition interest is 

allowed in such proceeding) on and of all indebtedness and obligations in respect of (i) (A) 

indebtedness of the Company for money borrowed and (B) indebtedness evidenced by securities, 

notes, debentures, bonds or other similar instruments issued by the Company, including, without 

limitation, all indebtedness (whether now or hereafter outstanding) issued under the subordinated 

debt indenture, dated as of December 31, 2008, between the Company and The Bank of New 

York Mellon, as trustee, as the same may be amended, modified or supplemented from time to 

time; (ii) all capital lease obligations of the Company; (iii) all obligations of the Company issued 

or assumed as the deferred purchase price of property, all conditional sale obligations of the 

Company and all obligations of the Company under any conditional sale or title retention 

agreement; (iv) all obligations, contingent or otherwise, of the Company in respect of any letters 

of credit, banker’s acceptance, security purchase facilities and similar credit transactions; (v) all 

obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate 

future or options contracts, currency swap agreements, currency future or option contracts and 

other similar agreements; (vi) all obligations of the type referred to in clauses (i) through (v) of 

other Persons for the payment of which the Company is responsible or liable as obligor, 

guarantor or otherwise (“guarantees”); and (vii) all obligations of the type referred to in clauses 

(i) through (vi) of other Persons secured by any lien on any property or asset of the Company 

(whether or not such obligation is assumed by the Company), except that Senior Indebtedness 

does not include obligations in respect of (1) any indebtedness issued under this Indenture; (2) 

any guarantee entered into by the Company in respect of any preferred securities, capital 

securities or preference stock of a GMAC Trust; (3) any accounts payable or other liabilities to 

trade creditors (including guarantees thereof or instruments evidencing such liabilities) or (4) any 

indebtedness or any guarantee that is by its terms subordinated to, or ranks equally with, the 

Securities and the issuance of which, in the case of this clause (4) only, (x) has received the 

concurrence or approval of the Federal Reserve or its staff or (y) does not at the time of issuance 

prevent the Securities from qualifying for tier 1 capital treatment (irrespective of any limits on 

the amount of the Company’s tier 1 capital) under applicable capital adequacy guidelines, 

regulations, policies, published interpretations, or any applicable concurrence or approval of the 

Federal Reserve or its staff. 

“Special Event,” with respect to a GMAC Trust, has the meaning specified in the 

Declaration of such GMAC Trust. 

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by 

the Trustee pursuant to Section 3.7. 

“Stated Maturity,” when used with respect to any Security or any installment of principal 

thereof or interest thereon, means the date specified in such Security as the fixed date on which 

the principal of such Security or such installment of principal or interest is due and payable. 

“TARP” means the Troubled Asset Relief Program established under Section 101 of the 

Emergency Economic Stabilization Act of 2008. 
 - 8 - 

“Transfer Certification” has the meaning set forth in Section 3.5(h). 

“Transfer Opinion” has the meaning set forth in Section 3.5(h). 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as in force at the date as of 

which this instrument was executed, except as provided in Section 9.5. 

“Trust Preferred Securities” means undivided beneficial preferred interests in the assets 

of a GMAC Trust which rank, except upon the occurrence and continuation of an Event of 

Default, pari passu with Common Securities issued by such GMAC Trust. 

“Trust Preferred Security Certificate” has the meaning specified in the Declaration of the 

applicable GMAC Trust. 

“Trust Securities” means Common Securities and Trust Preferred Securities of any 

GMAC Trust. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this 

instrument until a successor Trustee shall have become such pursuant to the applicable 

provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is 

then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as 

used with respect to the Securities of any series shall mean the Trustee with respect to Securities 

of that series. 

“U.S. Government” means any of (i) the federal government of the United States of 

America, (ii) any instrumentality or agency of the federal government of the United States of 

America and (iii) any Person wholly-owned by, or the sole beneficiary of which is, the federal 

government of the United States of America or any instrumentality or agency thereof. 

“U.S. Government Obligations” has the meaning specified in Section 4.4. 

Section 1.2 Compliance Certificates and Opinions. 

Upon any application or request by the Company to the Trustee to take any action under 

any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate 

stating that all conditions precedent, if any, provided for in this Indenture relating to the 

proposed action have been complied with and an Opinion of Counsel stating that in the opinion 

of such counsel all such conditions precedent, if any, have been complied with, except that in the 

case of any such application or request as to which the furnishing of such documents is 

specifically required by any provision of this Indenture relating to such particular application or 

request, no additional certificate or opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant 

provided for in this Indenture (other than the Officers’ Certificate required by Section 10.4) shall 

include,

(1) a statement that each individual signing such certificate or opinion has 

read such covenant or condition and the definitions herein relating thereto; 
 - 9 - 

(2) a brief statement as to the nature and scope of the examination or 

investigation upon which the statements or opinions contained in such certificate or 

opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such 

examination or investigation as is necessary to enable him to express an informed opinion 

as to whether or not such covenant or condition has been complied with; and 

(4) a statement as to whether, in the opinion of each such individual, such 

condition or covenant has been complied with. 

Section 1.3 Form of Documents Delivered to Trustee.

(a) In any case where several matters are required to be certified by, or covered by an 

opinion of, any specified Person, it is not necessary that all such matters be certified by, or 

covered by the opinion of, only one such Person, or that they be so certified or covered by only 

one document, but one such Person may certify or give an opinion with respect to some matters 

and one or more other such Persons as to other matters, and any such Person may certify or give 

an opinion as to such matters in one or several documents. 

(b) Any certificate or opinion of an officer of the Company may be based, insofar as 

it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless 

such officer knows, or in the exercise of reasonable care should know, that the certificate or 

opinion or representations with respect to the matters upon which his certificate or opinion is 

based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it 

relates to factual matters, upon a certificate or opinion of, or representations by, an officer or 

officers of the Company stating that the information with respect to such factual matters is in the 

possession of the Company, unless such counsel knows, or in the exercise of reasonable care 

should know, that the certificate or opinion or representations with respect to such matters are 

erroneous.

(c) Where any Person is required to make, give or execute two or more applications, 

requests, consents, certificates, statements, opinions or other instruments under this Indenture, 

they may, but need not, be consolidated and form one instrument. 

Section 1.4 Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other 

action provided or permitted by this Indenture to be given or taken by Holders shall be embodied 

in and evidenced by one or more instruments of substantially similar tenor signed by such 

Holders in person or by an agent duly appointed in writing; and, except as herein otherwise 

expressly provided, such action shall become effective when such instrument or instruments are 

delivered to the Trustee and, where it is hereby expressly required, to the Company. Such 

instrument or instruments (and the action embodied therein and evidenced thereby) are herein 

sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof 

of execution of any such instrument or of a writing appointing any such agent shall be sufficient 

for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee 

and the Company, if made in the manner provided in this Section. 
 - 10 - 

(b) The fact and date of the execution by any Person of any such instrument or 

writing may be proved by the affidavit of a witness of such execution or by a certificate of a 

notary public or other officer authorized by law to take acknowledgments of deeds, certifying 

that the individual signing such instrument or writing acknowledged to him the execution 

thereof. Where such execution is by a signer acting in a capacity other than his individual 

capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The 

fact and date of the execution of any such instrument or writing, or the authority of the Person 

executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

(c) The ownership of Securities shall be proved by the Security Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other 

Act of the Holder of any Security shall bind every future Holder of the same Security and the 

Holder of every Security issued upon the registration of transfer thereof or in exchange therefor 

or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the 

Company in reliance thereon, whether or not notation of such action is made upon such Security. 

Section 1.5 Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders 

or other document provided or permitted by this Indenture to be made upon, given or furnished 

to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every 

purpose hereunder if made, given, furnished or filed in writing to or with and received by 

the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration; 

provided, however, that such instrument will be considered properly given if submitted in 

an electronic format acceptable to the Trustee, or

(2) the Company by the Trustee or by any Holder shall be sufficient for every 

purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, 

first-class postage prepaid, to the Company addressed to it at the address of its principal 

office specified in the first paragraph of this instrument or at any other address previously 

furnished in writing to the Trustee by the Company; provided, however, that such 

instrument will be considered properly given if submitted in an electronic format 

acceptable to the Company. 

Section 1.6 Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be 

sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, firstclass postage prepaid, to each Holder affected by such event, at his address as it appears in the 

Security Register, not later than the latest date and not earlier than the earliest date, prescribed 

for the giving of such notice. In any case where notice to Holders is given by mail, neither the 

failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall 

affect the sufficiency of such notice with respect to other Holders. Where this Indenture 

provides for notice in any manner, such notice may be waived in writing by the Person entitled to 

receive such notice, either before or after the event, and such waiver shall be the equivalent of 
 - 11 - 

such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall 

not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

In case by reason of the suspension of regular mail service or by reason of any other 

cause it shall be impracticable to give such notice by mail, then such notification as shall be 

made with the approval of the Trustee shall constitute a sufficient notification for every purpose 

hereunder.

Section 1.7 Trust Indenture Act.

(a) Except as otherwise expressly provided herein, the Trust Indenture Act shall 

apply as a matter of contract to this Indenture for purposes of interpretation, construction and 

defining the rights and obligations hereunder, and this Indenture, the Company and the Trustee 

shall be deemed for all purposes hereof to be subject to and governed by the Trust Indenture Act 

to the same extent as would be the case if this Indenture were qualified under that Act on the date 

of this Indenture; provided, however, that Securities held by the U.S. Government shall not be 

disregarded under the terms of the final paragraph of Section 316(a) of the Trust Indenture Act. 

(b) Upon and following qualification of this Indenture as an indenture under the Trust 

Indenture Act, this Indenture shall be subject to the provisions of the Trust Indenture Act that are 

required to be part of this Indenture and shall, to the extent applicable, be governed by such 

provisions, subject to any applicable exemptive order issued by the Commission, including any 

such order addressing the final paragraph of Section 316(a) of the Trust Indenture Act. 

Section 1.8 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience 

only and shall not affect the construction hereof. 

Section 1.9 Successors and Assigns.

(a) Neither this Indenture nor any right, remedy, obligation nor liability arising 

hereunder or by reason hereof shall be assignable by any party hereto without the prior written 

consent of the other party, and any attempt to assign any right, remedy, obligation or liability 

hereunder without such consent shall be void, except in connection with a transaction involving 

the Company that is permitted under Article VIII and pursuant to which the successor or 

assignee agrees in writing to perform the Company’s obligations hereunder. 

(b) This Indenture shall be binding upon and shall inure to the benefit of any 

successor or permitted assign of the Company and the Trustee. 

Section 1.10 Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or 

unenforceable, the validity, legality and enforceability of the remaining provisions shall not in 

any way be affected or impaired thereby, and there shall be deemed substituted for the provision 

at issue a valid, legal and enforceable provision as similar as possible to the provision at issue. 
 - 12 - 

Section 1.11 Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any 

Person, other than the parties hereto and their successors hereunder, the holders of Senior 

Indebtedness, the Holders, and, to the extent expressly provided in Section 5.2, 5.6, 9.2 and 15.1, 

the holders of the Trust Preferred Securities or Trust Securities, as applicable, any benefit or any 

legal or equitable right, remedy or claim under this Indenture. 

Section 1.12 Governing Law; Submission to Jurisdiction.

This Indenture and the Securities shall be governed by, and construed and 

interpreted in accordance with the laws of the State of New York, and all rights and 

remedies shall be governed by such laws without regard for the principles of its conflict of 

laws. Each of the parties hereto agrees (a) to submit to the exclusive jurisdiction and venue 

of the United States District Court for the Southern District of New York and the United 

States Court of Federal Claims for any and all civil actions, suits or proceedings arising out 

of or relating to this Indenture or the transactions contemplated hereby or thereby, and (b) 

that notice may be served upon (i) the Company at the address and in the manner set forth 

for notices to the Company in Section 1.15 and (ii) the United States Department of the 

Treasury in accordance with federal law. To the extent permitted by applicable law, each 

of the parties hereto hereby unconditionally waives trial by jury in any civil legal action or 

proceeding relating to this Indenture or the transactions contemplated hereby or thereby.

Section 1.13 Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any 

Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other 

provision of this Indenture or of the Securities) payment of interest or principal (and premium, if 

any) need not be made at such Place of Payment on such date, but may be made on the next 

succeeding Business Day at such Place of Payment with the same force and effect as if made on 

the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no 

interest shall accrue for the period from and after such Interest Payment Date, Redemption Date 

or Stated Maturity, as the case may be, except that, if such Business Day is in the next 

succeeding calendar year, such payment shall be made on the immediately preceding Business 

Day, in each case with the same force and effect as if made on such date. 

Section 1.14 Tax Characterization.

The Company, the Trustee and each Holder of a Security (by acceptance thereof) agrees 

to treat the Securities as debt instruments for United States federal, state and local income and 

franchise tax purposes and agrees not to take any contrary position before any taxing authority or 

on any tax return unless otherwise required by law. 

Section 1.15 Notices.

Any notice, request, instruction or other document to be given hereunder by any party to 

the other will be in writing and will be deemed to have been duly given (a) on the date of 

delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the 
 - 13 - 

second Business Day following the date of dispatch if delivered by a recognized next day courier 

service. All notices shall be delivered, telecopied or sent by a recognized next day courier 

service, as set forth below, or pursuant to such other instructions as may be designated by the 

Trustee, the Company or the Holders: 

(a) If given to the Trustee, at the Trustee’s mailing address set forth below (or such 

other address as the Trustee may give notice of to the Holders and the Company): 

The Bank of New York Mellon 

101 Barclay Street – 8W 

New York, New York 10286 

Attention: Corporate Trust Administration 

(b) If given to the Company, at the Company’s mailing address set forth below (or 

such other address as the Company may give notice of to the Holders and the Trustee): 

GMAC Inc. 

200 Renaissance Center 

P.O. Box 200

Detroit, Michigan 48265-2000 

Attention: General Counsel 

(c) If given to any Holder, at the address set forth on the books and records of the 

Company. 

ARTICLE II 

SECURITY FORMS

Section 2.1 Forms Generally.

The Securities of each series shall be in substantially the form set forth in this Article, or 

in such other form as shall be established by or pursuant to a Board Resolution or in one or more 

indentures supplemental hereto, in each case with such appropriate insertions, omissions, 

substitutions and other variations as are required or permitted by this Indenture, and may have 

such letters, numbers or other marks of identification and such legends or endorsements placed 

thereon as may be required to comply with the rules of any securities exchange or Depositary 

therefor or as may, consistently herewith, be determined by the officers executing such 

Securities, as evidenced by their execution of such Securities. If the form of Securities of any 

series is established by action taken pursuant to a Board Resolution, a copy of an appropriate 

record of such action shall be certified by the Secretary or an Assistant Secretary of the Company 

and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by 

Section 3.3 for the authentication and delivery of such Securities. 

The Trustee’s certificates of authentication shall be in substantially the form set forth in 

this Article. 

The definitive Securities may be produced in any manner as determined by the officers 

executing such Securities, as evidenced by their execution of such Securities. 
 - 14 - 

Section 2.2 Form of Face of Security.

[If the Security is to be a Global Security, insert: This Security is a Global Security 

within the meaning of the Indenture hereinafter referred to and is registered in the name of a 

Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered 

in the name of a person other than the Depositary or its nominee only in the limited 

circumstances described in the Indenture, and no transfer of this Security (other than a transfer of 

this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the 

Depositary to the Depositary or another nominee of the Depositary) may be registered except in 

limited circumstances. 

Unless this Security is presented by an authorized representative of The Depository Trust 

Company (55 Water Street, New York, New York) to the issuer or its agent for registration of 

transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. 

or such other name as requested by an authorized representative of The Depository Trust 

Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR 

OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL 

since the registered owner hereof, Cede & Co., has an interest herein.]

[If the Security is issued pursuant to an exemption from registration under the Securities 

Act, insert a legend substantially to the following effect (the “Private Placement Legend”), 

unless the Company shall determine, in accordance with applicable law, that such legend is 

inapplicable. If a Security that includes such legend (i) becomes registered under the Securities 

Act or (ii) is eligible to be transferred without restriction in accordance with Rule 144 or another 

exemption from registration under the Securities Act (other than Rule 144A), it shall be 

exchanged upon surrender in accordance with Section 3.5 at the option of the Holder for a 

Security that does not include such legend:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE 

TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A 

REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT 

AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION 

FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE 

SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE 

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE 

HEREOF (1) REPRESENTS THAT IT IS (X) A “QUALIFIED INSTITUTIONAL BUYER” 

(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (Y) AN 

INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF 

SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, 

(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE 

SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A 

REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES 

ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT 

ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT 
 - 15 - 

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED 

IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN 

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO 

WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON 

RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE 

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 

AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE 

SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE 

SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.] 

ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN 

WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED BY ITS PURCHASE 

AND HOLDING THEREOF THAT EITHER (I) NO PORTION OF THE ASSETS USED BY 

IT TO ACQUIRE AND HOLD THE SECURITY CONSTITUTES ASSETS OF ANY 

“EMPLOYEE BENEFIT PLAN” SUBJECT TO SECTION 406 OF THE U.S. EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY 

PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE 

U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR 

PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR 

REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE 

(COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING 

ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH EMPLOYEE 

BENEFIT PLAN OR OTHER PLAN, ACCOUNT OR ARRANGEMENT OR (II) THE 

PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 

4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW. 

[If the security is issued with original issue discount, insert: THIS SECURITY WAS ISSUED 

WITH ORIGINAL ISSUE DISCOUNT (“OID”), FOR PURPOSES OF SECTIONS 1272, 1273, 

AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. GMAC, INC. 

(THE “COMPANY”) WILL, BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE 

ISSUE DATE, PROMPTLY PROVIDE TO HOLDERS OF SECURITIES, UPON WRITTEN 

REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE 

YIELD TO MATURITY WITH RESPECT TO THE SECURITIES. ANY SUCH WRITTEN 

REQUEST SHOULD BE SENT TO THE COMPANY AT GMAC INC., 200 RENAISSANCE 

CENTER, P.O. BOX 200, DETROIT, MICHIGAN 48265-2000, ATTENTION: CHIEF 

FINANCIAL OFFICER.] 

No. __________ 

GMAC INC. 

[Insert title of series of Security]

GMAC INC., a Delaware corporation (the “Company,” which term includes any 

successor corporation under the Indenture hereinafter referred to), for value received, hereby 

promises to pay to ____________ or registered assigns, the principal sum of ____________ 
 - 16 - 

dollars ($_______) on ___________, ___, and to pay interest on said principal sum from, ___, or 

from the most recent interest payment date (each such date, an “Interest Payment Date”) to 

which interest has been paid or duly provided for, [quarterly] [(subject to deferral as set forth 

herein)] in arrears on ______, _________, _________and _________] of each year commencing 

[________, ___], at [If the Security is to bear interest at a fixed rate, insert -a rate of ___% per 

annum,] [If the Security is a Floating or Adjustable Rate Security, insert a rate of ___% per 

annum [computed-determined] in accordance with the [insert defined name of Floating or 

Adjustable Rate Provision] set forth below] until the principal hereof shall have become due and 

payable, and on any overdue principal and premium, if any, and (without duplication and to the 

extent that payment of such interest is enforceable under applicable law) on any overdue 

installment of interest at the same rate per annum compounded [quarterly]. The amount of 

interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year 

of twelve 30-day months, and for any period shorter than a full quarterly period for which 

interest is payable, interest will be computed on the basis of the actual number of days elapsed in 

a partial month in such period. In the event that any date on which interest is payable on this 

Security is not a Business Day, then payment of interest payable on such date will be made on 

the next succeeding day that is a Business Day (and without any interest or other payment in 

respect of any such delay), except that, if such Business Day is in the next succeeding calendar 

year, such payment shall be made on the immediately preceding Business Day, in each case with 

the same force and effect as if made on such date. The interest installment so payable, and 

punctually paid or duly provided for, on any Interest Payment Date will, as provided in the 

Indenture, be paid to the Person in whose name this Security (or one or more Predecessor 

Securities, as defined in said Indenture) is registered at the close of business on the regular 

record date for such interest installment, which shall be the close of business on the Business 

Day next preceding such Interest Payment Date, [if pursuant to the provisions of the Indenture 

the Securities are no longer represented by a Global Security: which shall be the close of 

business on the ___ Business Day next preceding such Interest Payment Date or such other 

record date fixed by the Administrative Trustee that is not more than 60 nor less than 10 days 

prior to such Interest Payment Date.] Any such interest installment not punctually paid or duly 

provided for shall forthwith cease to be payable to the registered Holders on such regular record 

date and may be paid to the Person in whose name this Security (or one or more Predecessor 

Securities) is registered at the close of business on a special record date to be fixed by the 

Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered 

Holders of this series of Securities not less than 10 days prior to such special record date, or may 

be paid at any time in any other lawful manner not inconsistent with the requirements of any 

securities exchange on which the Securities of this series may be listed, and upon such notice as 

may be required by such exchange, all as more fully provided in the Indenture. Payments on this 

Global Security will be made to the Depository Trust Company, or to a successor Depositary. [If

pursuant to the provisions of the Indenture the Securities are no longer represented by a Global 

Security: The principal of (and premium, if any) and the interest on this Security shall be 

payable at the office or agency of the Trustee maintained for that purpose in any coin or currency 

of the United States of America that at the time of payment is legal tender for payment of public 

and private debts; provided, however, that payment of interest may be made at the option of the 

Company by check mailed to the registered Holder at such address as shall appear in the Security 

Register. Notwithstanding the foregoing, so long as the Holder of this Security is the 

Institutional Trustee of a GMAC Trust, the payment of the principal of (and premium, if any) 
 - 17 - 

and interest on this Security will be made at such place and to such account as may be designated 

by such Institutional Trustee.] 

This Security is not a deposit or savings account. This Security is not insured by the 

Federal Deposit Insurance Corporation or any other governmental agency or 

instrumentality. 

[At this point in the Security Form of any series of Floating or Adjustable Rate Securities, 

the text of the Floating or Adjustable Rate Provision relating thereto should be inserted.]

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, 

subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness 

of the Company, and this Security is issued subject to the provisions of the Indenture with 

respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be 

bound by, such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such 

action as may be necessary or appropriate to acknowledge or effectuate the subordination so 

provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. 

Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance 

of the subordination provisions contained herein and in the Indenture by each holder of Senior 

Indebtedness of the Company, whether now outstanding or hereafter incurred, and waives 

reliance by each such holder upon said provisions. 

This Security shall not be entitled to any benefit under the Indenture hereinafter referred 

to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon 

shall have been signed by or on behalf of the Trustee. 

The provisions of this Security are continued on the reverse side hereof and such 

continued provisions shall for all purposes have the same effect as though fully set forth at this 

place.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed. 

Dated: ___________ 

GMAC INC. 

By:

Name: 

Title: 

By:

Name: 

Title: 
 - 18 - 

Section 2.3 Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company (herein 

sometimes referred to as the “Securities”), specified in the Indenture, all issued or to be issued in 

one or more series under and pursuant to an Indenture dated as of December 30, 2009 (the 

“Indenture”), duly executed and delivered between the Company and The Bank of New York 

Mellon, as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto 

reference is hereby made for a description of the respective rights, limitations of rights, 

obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of 

the Securities. By the terms of the Indenture, the Securities are issuable in series that may vary 

as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. 

This series of Securities is limited in aggregate principal amount to $_______. 

Because of the occurrence and continuation of a Special Event, in certain circumstances, 

this Security may become due and payable at [specify redemption prices] % of the principal 

amount thereof, together with any interest accrued thereon (the “Redemption Price”). The 

Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such 

redemption or at such earlier time as the Company determines. The Company shall have the 

right to redeem this Security at the option of the Company, [without premium or penalty,] in 

whole or in part at any time on or after [________, ______] (an “Optional Redemption”), or at 

any time in certain circumstances upon the occurrence of a Special Event at a redemption price 

equal to [specify redemption prices] % of the principal amount thereof, plus any accrued but 

unpaid interest to the date of such redemption (the “Optional Redemption Price”). Any 

redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 

days notice, at the Optional Redemption Price. If the Securities of this series are only partially 

redeemed by the Company pursuant to an Optional Redemption, such Securities will be 

redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that if, at 

the time of redemption, the Securities of this series are registered as a Global Security, the 

Depositary shall determine the principal amount of such Securities held by each Security 

Beneficial Owner to be redeemed in accordance with its procedures. 

Any redemption of the Securities of this series, in whole or in part, prior to the stated 

maturity date is subject to the prior concurrence or approval of the Federal Reserve or the staff 

thereof, (i) if such concurrence or approval is then required in order for securities such as the 

Securities of this series to qualify as tier 1 capital of a bank holding company under applicable 

capital adequacy guidelines, regulations, policies, or published interpretations of the Federal 

Reserve, or (ii) if the Federal Reserve or its staff has informed the Company that it must obtain 

such approval before redeeming the Securities. 

[The Securities of this series are subject to redemption upon not less than 30 days’ nor, 

more than 60 days’ notice by mail, (1) on _______ in any year commencing with the year ___ 

and ending with the year ___ through operation of the sinking fund for this series at a 

Redemption Price of ___, (2) at any time [on or after __________, ___, as a whole or in part, at 

the election of the Company, at the following Redemption Prices (expressed as percentages of 

the principal amount): If redeemed [on or before ___, ___, and if redeemed during the 12-month 

period beginning __________ of the years indicated, and thereafter at a Redemption Price equal 

to ___% of the principal amount, together in the case of any such redemption (whether through 

operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but 
 - 19 - 

interest installments whose Stated Maturity is on or prior to such Redemption Date will be 

payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the 

close of business on the relevant Record Dates referred to on the face hereof, all as provided in 

the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior to ___, redeem any 

Securities of this series as contemplated by Clause (2) of the preceding paragraph as a part of, or 

in anticipation of, any refunding operation by the application, directly or indirectly, of monies 

borrowed having an interest cost to the Company (calculated in accordance with generally 

accepted financial practice) of less than ___% per annum.] 

[The sinking fund for this series provides for the redemption on _______ in each year 

beginning with the year _______ and ending with the year _______ of [not less than] $_______ 

(“mandatory sinking fund”) and not more than $_______ aggregate principal amount of 

Securities of this series. Securities of this series acquired or redeemed by the Company 

otherwise than through [mandatory] sinking fund payments may be credited against subsequent 

[mandatory] sinking fund payments otherwise required to be made in the [inverse] order in 

which they become due.] 

In the event of redemption of this Security in part only, a new Security or Securities of 

this series for the unredeemed portion hereof will be issued in the name of the Holder hereof 

upon the cancellation hereof. 

In case an Event of Default, as defined in the Indenture, with respect to the Securities of 

this series shall have occurred and be continuing, the principal of all the Securities of this series 

may be declared, and upon such declaration shall become, due and payable, in the manner, with 

the effect and subject to the conditions provided in the Indenture. 

The Indenture contains provisions permitting the Company and the Trustee, with the 

consent of the Holders of not less than a majority in aggregate principal amount of the Securities 

of each series affected at the time Outstanding, as defined in the Indenture, to execute 

supplemental indentures for the purpose of adding any provisions to or changing in any manner 

or eliminating any of the provisions of the Indenture or of any supplemental indenture or of 

modifying in any manner the rights of the Holders of the Securities of such series under the 

Indenture; provided, however, that no such supplemental indenture shall modify certain 

provisions of the Indenture, as set forth in the Indenture, without the consent of the Holders of 

each Security then outstanding and affected thereby including, without limitation, to: (i) extend 

the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or 

reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable 

upon the redemption thereof, or change any Place of Payment where, or the coin or currency in 

which, any Security or any premium or the interest thereon is payable, or impair the right to 

institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, 

in the case of redemption, on or after the Redemption Date), or modify the provisions of the 

Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 

or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent 

to any such supplemental indenture, or the consent of whose Holders is required for any waiver 

(of compliance with certain provisions of the Indenture or certain defaults thereunder and their 

consequences) provided for in the Indenture. The Indenture also contains provisions permitting 
 - 20 - 

the Holders of a majority in aggregate principal amount of the Securities of any series at the time 

outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to 

waive any past default in the performance of any of the covenants contained in the Indenture, or 

established pursuant to the Indenture with respect to such series, and its consequences, except a 

default in the payment of the principal of or premium, if any, or interest on any of the Securities 

of such series. Any such consent or waiver by the registered Holder of this Security (unless 

revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and 

upon all future Holders and owners of this Security and of any Security issued in exchange 

herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of 

whether or not any notation of such consent or waiver is made upon this Security. In 

determining whether the Holders of the requisite principal amount of Outstanding Securities 

have given any request, demand, authorization, direction, notice, consent or waiver under the 

Indenture or hereunder, Securities owned by the U.S. Government shall not be deemed to be 

Securities owned by an Affiliate of the Company. 

No reference herein to the Indenture and no provision of this Security or of the Indenture 

shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay 

the principal of and premium, if any, and interest on this Security at the time and place and at the 

rate and in the money herein prescribed. 

So long as no Event of Default shall have occurred and be continuing, the Company shall 

have the right at any time during the term of the Securities of this series and from time to time to 

extend the interest payment period of such Securities for up to 20 consecutive quarters (an 

“Extended Interest Payment Period”), at the end of which period the Company shall pay all 

interest then accrued and unpaid (together with interest thereon at the rate specified for the 

Securities of this series to the extent that payment of such interest is enforceable under applicable 

law); provided, that no such Extended Interest Payment Period shall extend beyond the maturity 

of such Securities; and provided further that during any such Extended Interest Payment Period 

(a) the Company and any subsidiary of the Company (other than a subsidiary of the Company 

that is a depository institution, or a subsidiary thereof) shall not declare or pay any dividend on, 

make any distributions with respect to, or redeem, purchase, acquire or make a liquidation 

payment with respect to, any of the Company’s capital stock or make any guarantee payment 

with respect thereto (other than (i) redemptions, purchases or other acquisitions of shares of 

capital stock of the Company in connection with the administration of any employee benefit plan 

in the ordinary course of business and consistent with past practice, (ii) the acquisition by the 

Company or any of its subsidiaries of record ownership in capital stock of the Company for the 

beneficial ownership of any other persons (other than the Company or any of its subsidiaries), 

including trustees or custodians, (iii) as a result of an exchange or conversion of any class or 

series of the Company’s capital stock for any other class or series of the Company’s capital 

stock, in each case, solely to the extent required pursuant to binding contractual agreements 

entered into prior to or on the original issue date of the Securities of this series or any subsequent 

agreement for the accelerated exercise, settlement or exchange thereof for capital stock of the 

Company, (iv) distributions by or among any wholly-owned subsidiary of the Company, (v) 

redemptions of securities held by the Company or any wholly-owned subsidiary of the Company, 

and (vi) unpaid tax distributions to holders of membership interests of GMAC LLC pursuant to 

Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009), and (b) the Company 

and any subsidiary of the Company (other than a subsidiary of the Company that is a depository 
 - 21 - 

institution, or a subsidiary thereof) shall not make any payment of interest on or principal of (or 

premium, if any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by 

the Company which rank pari passu with or junior to the Securities (“Junior Subordinated 

Indebtedness”) (other than (i) redemptions, purchases or other acquisitions of Junior 

Subordinated Indebtedness in connection with the administration of any employee benefit plan in 

the ordinary course of business and consistent with past practice, (ii) the acquisition by the 

Company or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for 

the beneficial ownership of any other persons (other than the Company or any of its 

subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of 

any class or series of Junior Subordinated Indebtedness for any other class or series of Junior 

Subordinated Indebtedness, (iv) redemptions of securities held by the Company or any whollyowned subsidiary of the Company and (v) any payment of interest on Junior Subordinated 

Indebtedness paid pro rata with interest paid on the Securities of this series such that the 

respective amounts of such payments made shall bear the same ratio to each other as all accrued 

but unpaid interest per like-amount of such Securities and all Junior Subordinated Indebtedness 

bear to each other). The foregoing restrictions, however, will not apply to (i) any stock 

dividends paid by the Company where the dividend stock is the same stock as that on which the 

dividend is being paid or (ii) dividends or distributions by or other transactions solely among the 

Company and any wholly-owned subsidiary of the Company or solely among wholly-owned 

subsidiaries of the Company. For the avoidance of doubt, the Company shall have the right to 

make partial payments of interest on any Interest Payment Date during an Extended Interest 

Payment Period. Before the termination of any such Extended Interest Payment Period, the 

Company may further extend such Extended Interest Payment Period, provided that such 

Extended Interest Payment Period together with all such further extensions thereof shall not 

exceed 20 consecutive quarters and shall not extend beyond the maturity of the Securities of this 

series. At the termination of any such Extended Interest Payment Period and upon the payment 

of all accrued and unpaid interest and any additional amounts then due, the Company may 

commence a new Extended Interest Payment Period. 

As provided in the Indenture and subject to certain limitations therein set forth, this 

Security is transferable by the registered Holder hereof on the Security Register of the Company, 

upon surrender of this Security for registration of transfer at the office or agency of the Trustee 

in the City and State of New York accompanied by a written instrument or instruments of 

transfer in form satisfactory to the Company or the Trustee duly executed by the registered 

Holder hereof or his attorney duly authorized in writing, and thereupon one or more new 

Securities of authorized denominations and for the same aggregate principal amount and series 

will be issued to the designated transferee or transferees. No service charge will be made for any 

such transfer, but the Company or the Trustee may require payment of a sum sufficient to cover 

any tax or other governmental charge payable in relation thereto. 

Prior to due presentment for registration of transfer of this Security, the Company, the 

Trustee, any paying agent and the Security Registrar may deem and treat the registered holder 

hereof as the absolute owner hereof (whether or not this Security shall be overdue and 

notwithstanding any notice of ownership or writing hereon made by anyone other than the 

Security Registrar) for the purpose of receiving payment of or on account of the principal hereof 

and premium, if any, and interest due hereon and for all other purposes, and neither the Company 
 - 22 - 

nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to 

the contrary. 

No recourse shall be had for the payment of the principal of or the interest on this 

Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect 

of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, 

as such, of the Company or of any predecessor or successor corporation, whether by virtue of 

any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or 

otherwise, all such liability being, by the acceptance hereof and as part of the consideration for 

the issuance hereof, expressly waived and released. 

[The Securities of this series are issuable only in registered form without coupons in 

denominations of $1,000 and any integral multiple thereof.] [This Global Security is 

exchangeable for Securities of this series in definitive form only under certain limited 

circumstances set forth in the Indenture. Securities of this series so issued are issuable only in 

registered form without coupons in denominations of $1,000 and any integral multiple thereof.] 

As provided in the Indenture and subject to certain limitations [herein and] therein set forth, 

Securities of this series [so issued] are exchangeable for a like aggregate principal amount of 

Securities of this series of a different authorized denomination, as requested by the Holder 

surrendering the same. 

All terms used in this Security that are defined in the Indenture shall have the meanings 

assigned to them in the Indenture. 

Section 2.4 Form of Trustee’s Certificate of Authentication.

CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series of Securities described in the within-mentioned 

Indenture.

THE BANK OF NEW YORK MELLON, 

as Trustee

By:

Authorized Signatory

Dated: __________ 

ARTICLE III 

THE SECURITIES 

Section 3.1 Amount Unlimited; Issuable in Series.

(a) The aggregate principal amount of Securities which may be authenticated and 

delivered under this Indenture is unlimited. 
 - 23 - 

(b) The Securities may be issued in one or more series. There shall be established in 

or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one 

or more indentures supplemental hereto, prior to the issuance of Securities of any series:

(1) the title of the Securities of the series (which shall distinguish the 

Securities of the series from all Securities of any other series);

(2) the date or dates on which the principal of the Securities of the series is 

payable, and, if applicable to the series, the terms of any sinking fund obligations with 

respect to such series; 

(3) the rate or rates at which the Securities of the series shall bear interest or 

the Floating or Adjustable Rate Provision, pursuant to which such rates shall be 

determined, the date or dates from which any such interest shall accrue, the Interest 

Payment Dates on which any such interest shall be payable and the Regular Record Date 

for the interest payable on any Interest Payment Date (if such Interest Payment Dates or 

Regular Record Dates differ from those provided herein); 

(4) the place or places where the principal of (and any premium, if any) and 

interest on Securities of the series shall be payable;

(5) in addition to the redemption rights provided herein (including the 

Redemption Option Date for the series), the period or periods within which and the price 

or prices at which any Securities of the series may be redeemed, in whole or in part, at the 

option of the Company; 

(6) if other than denominations of $1,000 and any integral multiple thereof, 

the denominations in which Securities of the series shall be issuable; 

(7) any other defaults applicable with respect to the Securities of the series in 

addition to those provided in Section 5.7(a) through (f);

(8) any other covenant or warranty included for the benefit of Securities of the 

series in addition to (and not inconsistent with) those included in this Indenture for the 

benefit of Securities of all series, or any other covenant or warranty included for the 

benefit of Securities of the series in lieu of any covenant or warranty included in this 

Indenture for the benefit of Securities of all series, or any provision that any covenant or 

warranty included in this Indenture for the benefit of Securities of all series shall not be 

for the benefit of Securities of the series, or any combination of such covenants, 

warranties or provisions;

(9) the subordination terms of the Securities of the series;

(10) the provisions of this Indenture, if any, that shall not apply to the series; 

and

(11) any other terms of the series (which additional terms shall not be 

inconsistent with the provisions of this Indenture). 
 - 24 - 

(c) All Securities of any one series shall be substantially identical except as to 

denomination and except as may otherwise be provided in or pursuant to such Board Resolution 

and set forth, or determined in the manner provided, in the Officers’ Certificate referred to above 

or in any such indenture supplemental hereto. 

(d) If any of the terms of the Securities of a series are established by action taken 

pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified 

by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or 

prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of such 

series.

Section 3.2 Denominations.

The Securities of each series shall be issuable in registered form without coupons and in 

such denominations as shall be specified as contemplated by Section 3.1. In the absence of any 

such provisions with respect to the Securities of any series, the Securities of such series shall be 

issuable in denominations of $1,000 and any integral multiple thereof. 

Section 3.3 Execution, Authentication, Delivery and Dating.

(a) The Securities shall be executed on behalf of the Company by its Chief Executive 

Officer, its Chairman of the Board, its Chief Administrative Officer, any Vice Chairman, its 

Chief Financial Officer, its Controller, its Chief Accounting Officer, its Treasurer or any 

Assistant Treasurer, attested by (x) its Corporate Secretary or (y) one of its Assistant Secretaries. 

The signature of any of these officers on the Securities may be manual or facsimile. 

(b) Securities bearing the manual or facsimile signatures of individuals who were at 

any time the proper officers of the Company shall bind the Company, notwithstanding that such 

individuals or any of them have ceased to hold such offices prior to the authentication and 

delivery of such Securities or did not hold such offices at the date of such Securities. 

(c) At any time and from time to time after the execution and delivery of this 

Indenture, the Company may deliver Securities of any series executed by the Company to the 

Trustee for authentication, together with a Company Order for the authentication and delivery of 

such Securities, and the Trustee in accordance with the Company Order shall authenticate and 

deliver such Securities. If the form or terms of the Securities of the series have been established 

in or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in 

authenticating such Securities, and accepting the additional responsibilities under this Indenture 

in relation to such Securities, the Trustee shall be given, at the time of the initial delivery by the 

Company of Securities of such series to the Trustee for authentication, and (subject to Section 

6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or pursuant to Board 

Resolution as permitted by Section 2.1, that such form has been established in conformity 

with the provisions of this Indenture;
 - 25 - 

(2) if the terms of such Securities have been established by or pursuant to 

Board Resolution as permitted by Section 3.1, that such terms have been established in 

conformity with the provisions of this Indenture; and 

(3) that such Securities, when authenticated and delivered by or on behalf of 

the Trustee and issued by the Company in the manner and subject to any conditions 

specified in such Opinion of Counsel, will constitute valid and legally binding obligations 

of the Company enforceable in accordance with their terms, subject to bankruptcy, 

insolvency, reorganization, and other laws of general applicability relating to or affecting 

the enforcement or creditors’ rights and to general equity principles. 

(d) If such form or terms have been so established, the Trustee shall not be required 

to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect 

the Trustee’s own rights, duties or immunities under the Securities and this Indenture or 

otherwise in a manner which is not reasonably acceptable to the Trustee. 

(e) Each Security shall be dated the date of its authentication. 

(f) No Security shall be entitled to any benefit under this Indenture or be valid or 

obligatory for any purpose unless there appears on such Security a certificate of authentication 

substantially in the form provided for herein executed by the Trustee by manual signature, and 

such certificate upon any Security shall be conclusive evidence, and the only evidence, that such 

Security has been duly authenticated and delivered hereunder and is entitled to the benefits of 

this Indenture. 

Section 3.4 Temporary Securities.

(a) Pending the preparation of definitive Securities of any series, the Company may 

execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, 

temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise 

produced, in any authorized denomination, substantially of the tenor of the definitive Securities 

in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and 

other variations as the directors or officers executing such Securities may determine, as 

evidenced by their execution of such Securities. 

(b) If temporary Securities of any series are issued, the Company will cause definitive 

Securities of that series to be prepared without unreasonable delay. After the preparation of 

definitive Securities of such series, the temporary Securities of such series shall be exchangeable 

for definitive Securities of such series upon surrender of the temporary Securities of such series 

at the office or agency of the Company in a Place of Payment for Securities of that series, 

without charge to the Holder. Upon surrender for cancellation of any one or more temporary 

Securities of any series the Company shall execute and the Trustee shall authenticate and deliver 

in exchange therefor a like aggregate principal amount of definitive Securities of the same series 

and of like tenor of authorized denominations. Until so exchanged, the temporary Securities of 

any series shall in all respects be entitled to the same benefits under this Indenture as definitive 

Securities of such series. 
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Section 3.5 Registration, Registration of Transfer and Exchange.

(a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a 

register (the register maintained in such office and in any other office or agency of the Company 

in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) 

in which, subject to such reasonable regulations as it may prescribe, the Company shall provide 

for the registration of Securities, or of Securities of a particular series, and of transfers of 

Securities or of Securities of such series. The Trustee is hereby appointed “Security Registrar” 

for the purpose of registering Securities and transfers of Securities as herein provided. 

(b) Subject to Section 3.11, upon surrender for registration of transfer of any Security 

of any series at the office or agency of the Company in a Place of Payment for Securities of that 

series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of 

the designated transferee or transferees, one or more new Securities of like tenor of the same 

series, of any authorized denominations and of a like aggregate principal amount. 

(c) Subject to Section 3.11, at the option of the Holder, Securities of any series may 

be exchanged for other Securities of like tenor of the same series, of any authorized 

denominations and of a like aggregate principal amount, upon surrender of the Securities to be 

exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, 

the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the 

Holder making the exchange is entitled to receive. 

(d) All Securities issued upon any registration of transfer or exchange of Securities 

shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same 

benefits under this Indenture, as the Securities surrendered upon such registration of transfer or 

exchange.

(e) Every Security presented or surrendered for registration of transfer or for 

exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be 

accompanied by a written instrument of transfer in form satisfactory to the Company and the 

Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in 

writing.

(f) No service charge shall be made for any registration of transfer or exchange of 

Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any 

tax or other governmental charge that may be imposed in connection with any registration of 

transfer or exchange of Securities. 

(g) The Company shall not be required (i) to issue, register the transfer of or 

exchange any Security of any series during a period beginning at the opening of business 15 days 

before the day of the mailing of a notice of redemption of Securities of such series selected for 

redemption under Section 11.3 and ending at the close of business on the day of such mailing, or 

(ii) to register the transfer of or exchange any Security so selected for redemption in whole or in 

part, except the unredeemed portion of any Security being redeemed in part. 

(h) Subject to this Section 3.5, Securities shall be freely transferable, subject to 

compliance with the Securities Act. Subject to the last sentence of this subsection (h), if a 
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Security bears a Private Placement Legend, such Security (x) may be transferred to a Person or 

Persons who take delivery thereof in the form of a Security bearing a Private Placement Legend 

only if the Security Registrar receives (A) an appropriately completed certificate of transfer in 

the form attached hereto as Exhibit A and (B) if applicable, a certificate substantially in the form 

attached hereto as Exhibit B (each, a “Transfer Certification”); and (y) may be transferred to a 

Person or Persons who take delivery thereof in the form of a Security not bearing a Private 

Placement Legend, or may be exchanged for a Certificate not bearing a Private Placement 

Legend, only if the Security Registrar has previously received an opinion of counsel in form 

reasonably acceptable to the Company to the effect that the Securities of the same series are 

eligible to be transferred without restriction (a “Transfer Opinion”). The Trustee and the 

Security Registrar shall have no obligation or duty to monitor, determine or inquire as to 

compliance with any restrictions on transfer or exchange imposed under this Indenture or under 

applicable law with respect to any transfer or exchange of any interest in any Security (including 

any transfers between or among Depositary participants, members or beneficial owners in any 

Global Security) other than to require delivery of such certificates and other documentation or 

evidence as are expressly required by, and to do so if and when expressly required by, the terms 

of this Indenture, and to examine the same to determine substantial compliance as to form with 

the express requirements hereof. At such time as the Company shall determine, in accordance 

with applicable law, that the Securities are no longer required to bear the Private Placement 

Legend, the Company shall deliver to the Trustee a Transfer Opinion, and no Transfer 

Certification shall be required as a condition to any subsequent transfer of any Security. 

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.

(a) If any mutilated Security is surrendered to the Trustee, the Company shall execute 

and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same 

series and of like tenor and principal amount and bearing a number not contemporaneously 

outstanding.

(b) If there shall be delivered to the Company and the Trustee (i) evidence to their 

satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as 

may be required by them to save each of them and any agent of either of them harmless, then, in 

the absence of notice to the Company or the Trustee that such Security has been acquired by a 

protected purchaser, the Company shall execute and upon its written request the Trustee shall 

authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of 

the same series and of like tenor and principal amount as such destroyed, lost or stolen Security 

and bearing a number not contemporaneously outstanding. 

(c) In case any such mutilated, destroyed, lost or stolen Security has become or is 

about to become due and payable, the Company in its discretion may, instead of issuing a new 

Security, pay such Security. 

(d) Upon the issuance of any new Security under this Section, the Company may 

require the payment of a sum sufficient to cover any tax or other governmental charge that may 

be imposed in relation thereto and any other expenses (including the fees and expenses of the 

Trustee) connected therewith. 
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(e) Every new Security of any series issued pursuant to this Section in lieu of any 

mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual 

obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall 

be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture 

equally and proportionately with any and all other Securities of that series duly issued hereunder. 

(f) The provisions of this Section are exclusive and shall preclude (to the extent 

lawful) all other rights and remedies with respect to the replacement or payment of mutilated, 

destroyed, lost or stolen Securities. 

Section 3.7 Payment of Interest; Interest Rights Preserved.

(a) Interest on any Security which is payable, and is punctually paid or duly provided 

for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one 

or more Predecessor Securities) is registered at the close of business on the Regular Record Date 

for such interest. 

(b) Interest on any Security of any series which is payable, but is not punctually paid 

or duly provided for, on any Interest Payment Date (other than pursuant to an Extended Interest 

Payment Period) (herein called “Defaulted Interest”) shall forthwith cease to be payable to the 

Holder on the relevant Regular Record Date by virtue of having been such Holder, and such 

Defaulted Interest may be paid by the Company, at its election in each case, as provided in 

clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the 

Persons in whose names the Securities of such series (or their respective Predecessor 

Securities) are registered at the close of business on a Special Record Date for the 

payment of such Defaulted Interest, which shall be fixed in the following manner. The 

Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed 

to be paid on each Security of such series and the date of the proposed payment, and at 

the same time the Company shall deposit with the Trustee an amount of money equal to 

the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall 

make arrangements satisfactory to the Trustee for such deposit prior to the date of the 

proposed payment, such money when deposited to be held in trust for the benefit of the 

Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the 

Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which 

shall be not more than 15 days and not less than 10 days prior to the date of the proposed 

payment and not less than 10 days after the receipt by the Trustee of the notice of the 

proposed payment. The Trustee shall promptly notify the Company of such Special 

Record Date and, in the name and at the expense of the Company, shall cause notice of 

the proposed payment of such Defaulted Interest and the Special Record Date therefor to 

be mailed, first-class postage prepaid, to each Holder of Securities of such series at his 

address as it appears in the Security Register, not less than 10 days prior to such Special 

Record Date. Notice of the proposed payment of such Defaulted Interest and the Special 

Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the 

Persons in whose names the Securities of such series (or their respective Predecessor 

Securities) are registered at the close of business on such Special Record Date and shall 

no longer be payable pursuant to the following clause (2). 
 - 29 - 

(2) The Company may make payment of any Defaulted Interest on the 

Securities of any series in any other lawful manner not inconsistent with the requirements 

of any securities exchange on which such Securities may be listed, and upon such notice 

as may be required by such exchange, if, after written notice given by the Company to the 

Trustee of the proposed payment pursuant to this Clause, such manner of payment shall 

be deemed practicable by the Trustee in its sole discretion. 

(c) Subject to the foregoing provisions of this Section, each Security delivered under 

this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security 

shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such 

other Security. 

(d) For the purposes of determining the Holders who are entitled to participate in any 

distribution on the Securities in respect of which a Regular Record Date or a Special Record 

Date is not otherwise provided for in this Indenture, or for the purpose of any other action (unless 

provided for pursuant to Section 3.1), the Company may from time to time fix a date, not more 

than 90 days prior to the date of the payment of distribution or other action, as the case may be, 

as a record date for the determination of the identity of the Holders of record for such purposes. 

Section 3.8 Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the Trustee may treat the 

Person in whose name any Security is registered as the owner of such Security for the purpose of 

receiving payment of principal of (and premium, if any) and (subject to Section 3.7) interest on 

such Security and for all other purposes whatsoever, whether or not such Security be overdue, 

and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be 

affected by notice to the contrary. 

Section 3.9 Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange 

or for credit against any sinking fund payment shall, if surrendered to any Person other than the 

Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at 

any time deliver to the Trustee for cancellation any Securities previously authenticated and 

delivered hereunder which the Company may have acquired in any manner whatsoever, and all 

Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be 

authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, 

except as expressly permitted by this Indenture. Unless otherwise directed by a Company Order, 

delivery of which must be delivered in a timely manner to prevent such disposition, all cancelled 

Securities held by the Trustee shall be disposed of by it in its customary manner, and the Trustee, 

upon receipt of a written request of the Company, shall deliver a certificate of such disposal to 

the Company. 

Section 3.10 Interest.

(a) Each Security will bear interest at the rate established for the series of Securities 

of which such Security is a part pursuant to Section 3.1 (the “Coupon Rate”) from and including 

the original date of issuance of such Security until the principal thereof becomes due and 
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payable, and on any overdue principal and (to the extent that payment of such interest is 

enforceable under applicable law) on any overdue installment of interest at the Coupon Rate, 

compounded quarterly, payable (subject to the provisions of Article IV) quarterly in arrears on 

February 15, May 15, August 15 and November 15 of each year (or in such other periodic 

installments on such other dates established as payment dates for the series of Securities of 

which such Security is a part pursuant to Section 3.1) (each, an “Interest Payment Date”) 

commencing on the date established for the series of Securities of which such Security is a part 

pursuant to Section 3.1, to the Person in whose name such Security or any Predecessor Security 

is registered, at the close of business on the Regular Record Date for such interest installment, 

which, in respect of any Securities of which the Institutional Trustee of any GMAC Trust is the 

Holder or a Global Security, shall be the close of business on the Business Day next preceding 

that Interest Payment Date. Notwithstanding the foregoing sentence, if the Trust Preferred 

Securities of a GMAC Trust are no longer in book-entry only form or, except if the Securities 

originally issued to such GMAC Trust are held by the Institutional Trustee of such GMAC Trust, 

the Securities of any series are not represented by a Global Security, the Company may select a 

Regular Record Date for such interest installment on such series of Securities which shall be any 

date more than 14 days but less than 60 days before an Interest Payment Date. 

(b) The amount of interest payable for any period will be computed on the basis of a 

360-day year of twelve 30-day months and will include the first day but exclude the last day of 

such period. Except as provided in the following sentence, the amount of interest payable for 

any period shorter than a full quarterly period for which interest is computed, will be computed 

on the basis of the actual number of days elapsed in a partial month in such period. In the event 

that any date on which interest is payable on the Securities of any series is not a Business Day, 

then payment of interest payable on such date will be made on the next succeeding day that is a 

Business Day (and without any interest or other payment in respect of any such delay), except 

that, if such Business Day is in the next succeeding calendar year, such payment shall be made 

on the immediately preceding Business Day, in each case with the same force and effect as if 

made on such date. 

(c) If the Securities of a series are established as a series of Floating or Adjustable 

Rate Securities pursuant to Section 3.1, then this Section 3.10(b) shall not apply and the Floating 

or Adjustable Rate Provisions, together with any additional terms established in the applicable 

Board Resolution or supplemental indenture, shall govern such series. 

(d) If, at any time while the Institutional Trustee of a GMAC Trust is the Holder of 

Securities of any series, such GMAC Trust or such Institutional Trustee is required to pay any 

taxes, duties, assessments or governmental charges of whatever nature (other than withholding 

taxes) imposed by the United States, or any other taxing authority, then, in any case, the 

Company will pay as additional interest (“Additional Interest”) on the Securities of such series, 

such additional amounts as shall be required so that the net amounts received and retained by 

such GMAC Trust and/or such Institutional Trustee, as the case may be, after paying such taxes, 

duties, assessments or other governmental charges will be equal to the amounts such GMAC 

Trust and/or such Institutional Trustee, as the case may be, would have received had no such 

taxes, duties, assessments or other government charges been imposed. 
 - 31 - 

Section 3.11 Form and Payment.

Except as provided in Section 3.12, the Securities of each series shall be issued in fully 

registered certificated form without interest coupons. Principal and interest on the Securities 

issued in certificated form will be payable, the transfer of such Securities will be registrable, and 

such Securities will be exchangeable, for Securities of the same series bearing identical terms 

and provisions at the office or agency of the Trustee; provided, however, that payment of interest 

may be made at the option of the Company by check mailed to the Holders of such Securities at 

such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as 

the Holder of all Securities of any series is the Institutional Trustee of any GMAC Trust, the 

payment of the principal of and interest (including Compounded Interest and Additional Interest, 

if any) on Securities of such series will be made at such place and to such account as may be 

designated by the Institutional Trustee. 

Section 3.12 Global Securities.

(a) In connection with a Dissolution Event with respect to any GMAC Trust,

(i) the Securities in non book-entry certificated form held by such GMAC 

Trust, or its Institutional Trustee, will be presented to the Trustee by the Institutional Trustee of 

such GMAC Trust in exchange for a Global Security in an aggregate principal amount equal to 

the aggregate principal amount of all outstanding Securities of the series issued to such GMAC 

Trust, to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee 

to the Depositary for crediting to the accounts of its participants pursuant to the instructions of 

the Administrative Trustees of the relevant GMAC Trust. The Company upon any such 

presentation shall execute a Global Security in such aggregate principal amount and deliver the 

same to the Trustee for authentication and delivery in accordance with this Indenture. Payments 

on any Securities issued as a Global Security will be made to the Depositary; and 

(ii) if any Trust Preferred Securities of such GMAC Trust are held in non 

book-entry certificated form, the Securities in non book-entry certificated form held by such 

GMAC Trust, or its Institutional Trustee, may be presented to the Trustee by the Institutional 

Trustee of such GMAC Trust and any Trust Preferred Security Certificate which represents Trust 

Preferred Securities of such GMAC Trust other than Trust Preferred Securities held by the 

Depositary or its nominee (“Non Book-Entry Trust Preferred Securities”) will be deemed to 

represent Securities presented to the Trustee by such Institutional Trustee having an aggregate 

principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust 

Preferred Securities until such Trust Preferred Security Certificates are presented to the Security 

Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will 

be cancelled and a Security, registered in the name of the holder of the Trust Preferred Security 

Certificate or the transferee of the holder of such Trust Preferred Security Certificate, as the case 

may be, with an aggregate principal amount equal to the aggregate liquidation amount of the 

Trust Preferred Security Certificate cancelled, will be executed by the Company and delivered to 

the Trustee for authentication and delivery in accordance with this Indenture. On issue of such 

Securities, Securities with an equivalent aggregate principal amount that were presented by the 

Institutional Trustee to the Trustee will be deemed to have been cancelled. 
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(b) A Global Security may be transferred, in whole but not in part, only to another 

nominee of the Depositary, or to a successor Depositary selected or approved by the Company or 

to a nominee of such successor Depositary. 

(c) If at any time the Depositary notifies the Company that it is unwilling or unable to 

continue as Depositary for any series of Securities or if at any time the Depositary for such series 

shall no longer be registered or in good standing under the Exchange Act, or other applicable 

statute or regulation, and a successor Depositary for such series is not appointed by the Company 

within 90 days after the Company receives such notice or becomes aware of such condition, as 

the case may be, the Company will execute, and, subject to this Article III, the Trustee, upon 

written notice from the Company, will authenticate and deliver the Securities of such series in 

definitive registered form without coupons, in authorized denominations, and in an aggregate 

principal amount equal to the principal amount of the Global Security in exchange for such 

Global Security. In addition, the Company may at any time determine that the Securities of any 

series shall no longer be represented by a Global Security, subject to the procedures of the 

Depositary. In such event the Company will execute and, subject to Section 3.5, the Trustee, 

upon receipt of an Officers’ Certificate evidencing such determination by the Company, will 

authenticate and deliver the Securities of such series in definitive registered form without 

coupons, in authorized denominations, and in an aggregate principal amount equal to the 

principal amount of the Global Security for such series in exchange for such Global Security. 

Upon the exchange of the Global Security for such Securities in definitive registered form 

without coupons, in authorized denominations, the Global Security shall be cancelled by the 

Trustee. Such Securities in definitive registered form issued in exchange for the Global Security 

shall be registered in such names and in such authorized denominations as the Depositary, 

pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the 

Trustee. The Trustee shall deliver such Securities to the Depositary, for delivery to the Persons 

in whose names such Securities are so registered. 

Section 3.13 CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in 

use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a 

convenience to Holders; provided that any such notice may state that no representation is made 

as to the correctness of such numbers either as printed on the Securities or as contained in any 

notice of a redemption and that reliance may be placed only on the other identification numbers 

printed on the Securities, and any such redemption shall not be affected by any defect in or 

omission of such numbers. The Company will promptly notify the Trustee in writing of any 

change in the “CUSIP” numbers. 

ARTICLE IV 

SATISFACTION AND DISCHARGE; DEFEASANCE 

Section 4.1 Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to 

any surviving rights of registration of transfer or exchange of Securities herein expressly 

provided for), and the Trustee, at the expense of the Company, shall execute proper instruments 

acknowledging satisfaction and discharge of this Indenture, when 
 - 33 - 

(1) either 

(A) all Securities theretofore authenticated and delivered (other 

than (i) Securities which have been mutilated, destroyed, lost or stolen and 

which have been replaced or paid as provided in Section 3.6 and (ii) 

Securities for whose payment money has theretofore been deposited in 

trust or segregated and held in trust by the Company and thereafter repaid 

to the Company or discharged from such trust, as provided in Section 

10.3) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee 

for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or 

(iii) are to be called for redemption within one year under arrangements 

satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and 

at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has 

deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an 

amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore 

delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the 

date of such deposit (in the case of Securities which have become due and payable) or to the 

Stated Maturity or Redemption Date, as the case may be; 

(2) the Company has paid or caused to be paid all other sums payable 

hereunder by the Company; and 

(3) the Company has delivered to the Trustee an Officers’ Certificate and an 

Opinion of Counsel, each stating that all conditions precedent herein provided for relating 

to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the 

Company to the Trustee under Section 6.7, the Company’s obligation to pay the expenses of any 

GMAC Trust under Section 10.6, and, if money shall have been deposited with the Trustee 

pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under 

Section 4.2 and the last paragraph of Section 10.3 shall survive. 

Section 4.2 Defeasance and Discharge.

The following provisions shall apply to the Securities of each series unless specifically 

otherwise provided in a Board Resolution, Officers’ Certificate or indenture supplemental hereto 

provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 

4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to 

pay and discharge the entire indebtedness on such Securities not theretofore delivered to the 

Trustee for cancellation, for principal (and premium, if any) and interest, as certified pursuant to 

subparagraph (a) of Section 4.4, can be determined at the time of making the deposit referred to 
 - 34 - 

in such subparagraph (a), the Company shall be deemed to have paid and discharged the entire 

indebtedness on all the Securities of such a series as provided in this Section on and after the date 

the conditions set forth in Section 4.4 are satisfied, and the provisions of this Indenture with 

respect to the Securities of such series shall no longer be in effect (except as to (i) rights of 

registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, 

defaced, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of 

such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, 

payments of principal thereof and interest, if any, thereon upon the original stated due dates 

therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such 

series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and 

immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of 

Securities of such series as beneficiaries hereof with respect to the property so deposited with the 

Trustee payable to all or any of them and (vii) the Company’s obligation to pay the expenses of 

any GMAC Trust under Section 10.6) (hereinafter called “Defeasance”), and the Trustee at the 

cost and expense of the Company, shall execute proper instruments acknowledging the same. 

Section 4.3 Covenant Defeasance.

In the case of any series of Securities with respect to which an amount sufficient to pay 

and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee 

for cancellation, for principal (and premium, if any) and interest, as certified pursuant to 

subparagraph (a) of Section 4.4 can be determined at the time of making the deposit referred to 

in such subparagraph (a), (i) the Company shall be released from its obligations under any 

covenants specified in or pursuant to this Indenture (except as to (A) rights of registration of 

transfer and exchange of Securities of such series, (B) substitution of mutilated, defaced, 

destroyed, lost or stolen Securities of such series, (C) rights of Holders of Securities of such 

series to receive, from the Company pursuant to Section 10.1, payments of principal thereof and 

interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), 

the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (D) 

the rights, obligations, duties and immunities of the Trustee hereunder, (E) the rights of the 

Holders of Securities of such series as beneficiaries hereof with respect to the property so 

deposited with the Trustee payable to all or any of them and (F) the Company’s obligation to pay 

the expenses of any GMAC Trust under Section 10.6), and (ii) the occurrence of any event 

specified in Sections 5.7(e) (with respect to any of the covenants specified in or pursuant to this 

Indenture) and 5.7(f) shall be deemed not to be or result in a Default, in each case with respect to 

the Outstanding Securities of such series as provided in this Section on and after the date the 

conditions set forth in Section 4.4 are satisfied (hereinafter called “Covenant Defeasance”), and 

the Trustee, at the cost and expense of the Company, shall execute proper instruments 

acknowledging the same. For this purpose, such Covenant Defeasance means that the Company 

may omit to comply with and shall have no liability in respect of any term, condition or 

limitation set forth in any such covenant (to the extent so specified in the case of Section 5.7(e)), 

whether directly or indirectly by reason of any reference elsewhere herein to any such covenant 

or by reason of any reference in any such covenant to any other provision herein or in any other 

document, but the remainder of this Indenture and the Securities of such series shall be 

unaffected thereby. 
 - 35 - 

Section 4.4 Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section 4.2 or 4.3 to the 

Outstanding Securities:

(a) with reference to Section 4.2 or 4.3, the Company has irrevocably deposited or 

caused to be irrevocably deposited with the Trustee as funds in trust, specifically pledged as 

security for, and dedicated solely to, the benefit of the Holders of Securities of such series (i) 

cash in an amount, (ii) direct obligations of the United States of America, backed by its full faith 

and credit (“U.S. Government Obligations”), maturing as to principal and interest, if any, at such 

times and in such amounts as will insure the availability of cash, or (iii) a combination of (i) and 

(ii), in the opinion of a nationally recognized firm of independent public accountants expressed 

in a written certification thereof delivered to the Trustee, to pay and discharge, (A) the principal 

of and interest, if any, on all Securities of such series on each date that such principal or interest, 

if any, is due and payable, and (B) any mandatory sinking fund payments on the dates on which 

such payments are due and payable in accordance with the terms of this Indenture and the 

Securities of such series; 

(b) in the case of Defeasance under Section 4.2, the Company has delivered to the 

Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or 

there has been published by, the Internal Revenue Service a ruling, or (y) since the date hereof, 

there has been a change in the applicable United States federal income tax law, in either case to 

the effect that, and such opinion shall confirm that, the Holders of the Securities of such series 

will not recognize income, gain or loss for United States federal income tax purposes as a result 

of such deposit, Defeasance and discharge and will be subject to United States federal income 

tax on the same amount and in the same manner and at the same times, as would have been the 

case if such deposit, Defeasance and discharge had not occurred;

(c) in the case of Covenant Defeasance under Section 4.3, the Company has delivered 

to the Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the 

Holders of the Securities of such series will not recognize income, gain or loss for United States 

federal income tax purposes as a result of such deposit and Covenant Defeasance and will be 

subject to United States federal income tax on the same amount and in the same manner and at 

the same times, as would have been the case if such deposit and Covenant Defeasance had not 

occurred;

(d) such Defeasance or Covenant Defeasance will not result in a breach or violation 

of, or constitute a default under, any agreement or instrument to which the Company is a party or 

by which it is bound; and

(e) the Company shall have delivered to the Trustee an Officers’ Certificate and an 

Opinion of Counsel, each stating that all conditions precedent contemplated by this provision 

have been complied with. 

Section 4.5 Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. 

Government Obligations deposited with the Trustee pursuant to Section 4.4 shall be held in trust, 
 - 36 - 

and such money and all money from such U.S. Government Obligations shall be applied by it, in 

accordance with the provisions of the Securities and this Indenture, to the payment, either 

directly or through any Paying Agent (including the Company acting as its own Paying Agent) as 

the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) 

and interest for whose payment such money and U.S. Government Obligations has been 

deposited with the Trustee. All money or U.S. Government Obligations deposited with the 

Trustee under Section 4.1 or Section 4.4 shall not be subject to the claims of the holders of 

Senior Indebtedness under Article XIV. 

Section 4.6 Indemnity for U.S. Government Obligations.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge 

imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 

4.4 or the principal or interest received in respect of such obligations other than any such tax, fee 

or other charge that by law is for the account of the Holders of Outstanding Securities. 

Section 4.7 Reinstatement.

If the Trustee is unable to apply any money or U.S. Government Obligations in 

accordance with Section 4.4 by reason of any legal proceeding or by reason of any order or 

judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting 

such application, the Company’s obligations under this Indenture and the Securities shall be 

revived and reinstated as though no deposit had occurred pursuant to Section 4.4, until such time 

as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government 

Obligations in accordance with Section 4.4; provided that, if the Company has made any 

payment of principal or interest on the Securities of any series because of the reinstatement of its 

obligations, the Company shall be subrogated to the rights of the Holders of such Securities to 

receive such payment from the money or U.S. Government Obligations held by the Trustee or 

Paying Agent. 

ARTICLE V 

REMEDIES 

Section 5.1 Events of Default.

The term “Event of Default” as used in this Indenture with respect to Securities of any 

series shall mean one of the following described events (whatever the reason for such Event of 

Default and whether it shall be voluntary or involuntary or be effected by operation of law or 

pursuant to any judgment, decree or order of any court or any order, rule or regulation of any 

administrative or governmental body): 

(a) failure to pay in full interest accrued upon any Security of that series upon the 

conclusion of a period consisting of 20 consecutive quarters, commencing with the earliest 

quarter for which interest (including Deferred Interest) has not been paid in full, and continuance 

of such failure to pay for a period of 30 days;

(b) the entry by a court having jurisdiction in the premises of a decree or order for 

relief in respect of the Company in an involuntary case under the Federal bankruptcy code, as 
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now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or 

other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, 

custodian, trustee or sequestrator (or similar official) of the Company or for substantially all of 

its property, or ordering the winding-up or liquidation of its affairs and such decree or order shall 

remain unstayed and in effect for a period of 90 consecutive days; or 

(c) the commencement by the Company of a voluntary case under the Federal 

bankruptcy code, as now or hereafter constituted, or any other applicable Federal or State 

bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the 

Company to the entry of an order for relief in an involuntary case under any such law, or the 

consent by the Company to the appointment of or taking possession by a receiver, liquidator, 

assignee, trustee, custodian or sequestrator (or similar official) of the Company or for 

substantially all of its property, or the making by it of an assignment for the benefit of creditors.

Section 5.2 Acceleration of Maturity.

(a) If any one or more of the above described Events of Default shall occur with 

respect to Securities of any series at the time Outstanding, then, and in each and every such case, 

during the continuance of such Event of Default, the Trustee or the Holders of 25% or more in 

principal amount of the Securities of such series then Outstanding may declare the principal 

amount of all the Securities of such series then Outstanding, if not then due and payable, to be 

due and payable immediately, by a notice in writing to the Company (and to the Trustee if given 

by such Holders), and upon any such declaration the principal amount and the accrued interest 

(including any Additional Interest) on the Securities of such series shall become and be 

immediately due and payable, anything in this Indenture or in the Securities of such series 

contained to the contrary notwithstanding, provided that if, upon an Event of Default, the Trustee 

or the Holders of 25% or more in principal amount of the Securities of that series then 

Outstanding fail to declare the principal amount of all the Securities of such series then 

Outstanding to be immediately due and payable, the holders of at least 25% in aggregate 

liquidation amount of the corresponding series of Trust Preferred Securities then Outstanding 

shall have such right by a notice in writing to the Company and the Trustee; and upon any such 

declaration such principal amount of and the accrued interest (including any Additional Interest) 

on all the Securities of such series then Outstanding shall become immediately due and payable. 

Payment of principal and interest (including any Additional Interest) on such Securities shall 

remain subordinated to the extent provided in Article XIV notwithstanding that such amount 

shall become immediately due and payable as herein provided. This provision, however, is 

subject to the condition that, if at any time after the principal of all the Securities of such series 

shall have been so declared to be due and payable, all arrears of interest, if any, upon all the 

Securities of such series (with interest, to the extent that interest thereon shall be legally 

enforceable, on any overdue installment of interest at the rate borne by the Securities of such 

series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 

6.7 and all other sums payable under this Indenture (except the principal of the Securities of such 

series which would not be due and payable were it not for such declaration) shall be paid by the 

Company, and every other Default under this Indenture, other than the non-payment of the 

principal of Securities of that series which have become due solely by such declaration of 

acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the 

Holders of a majority in principal amount of the Securities of such series then Outstanding, or 
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provision deemed by the Trustee or by such Holders to be adequate therefor shall have been 

made, then and in every such case the Holders of a majority in principal amount of the Securities 

of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, 

waive the Event of Default by reason of which the principal of the Securities of such series shall 

have been so declared to be due and payable and may rescind and annul such declaration and its 

consequences, provided that, if the Holders of at least a majority in principal amount of the 

Securities of such series then Outstanding fails to rescind and annul such declaration and its 

consequences, the holders of a majority in aggregate liquidation amount of the related series of 

Trust Preferred Securities then outstanding shall have such right by written notice to the 

Company and the Trustee, subject to the satisfaction of the conditions set forth in this sentence; 

but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or 

impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 

shall be by written notice to the Company, and any declaration or waiver by the Holders of 

Securities of any series or by the holders of Trust Securities of any series pursuant to this Section 

5.2 shall be by written notice to the Company and the Trustee. 

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

(a) If the Company shall fail for a period of 30 days to pay any installment of interest 

on the Securities of any series that is due and payable or shall fail to pay the principal of and 

premium, if any, on any of the Securities of such series when and as the same shall become due 

and payable, whether at maturity, or by call for redemption (otherwise than pursuant to a sinking 

fund) by declaration as authorized by this Indenture, or otherwise, or shall fail for a period of 30 

days to make any sinking fund payment as to a series of Securities, then, upon demand of the 

Trustee, the Company will pay to the Trustee for the benefit of the Holders of Securities of such 

series then Outstanding the whole amount which then shall have become due and payable on any 

such Security, with interest on the overdue principal and premium, if any, and (so far as the same 

may be legally enforceable) on the overdue installments of interest at the rate borne by the 

Securities of such series, and all amounts owing the Trustee and any predecessor trustee 

hereunder under Section 6.7. 

(b) In case the Company shall fail forthwith to pay such amounts upon such demand, 

the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered 

to institute any action or proceeding at law or in equity for the collection of the sums so due and 

unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may 

enforce any such judgment or final decree against the Company or any other obligor upon the 

Securities of such series, and collect the moneys adjudged or decreed to be payable out of the 

property of the Company or any other obligor upon the Securities of such series, wherever 

situated, in the manner provided by law. Every recovery of judgment in any such action or other 

proceeding, subject to the payment to the Trustee of all amounts owing the Trustee and any 

predecessor trustee hereunder under Section 6.7, shall be for the ratable benefit of the Holders of 

such series of Securities which shall be the subject of such action or proceeding. All rights of 

action upon or under any of the Securities or this Indenture may be enforced by the Trustee 

without the possession of any of the Securities and without the production of any thereof at any 

trial or any proceeding relative thereto. 

(c) If a Default, of which a Responsible Officer of the Trustee has actual knowledge, 

with respect to any series of Securities occurs and is continuing, the Trustee may in its discretion 
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proceed to protect and enforce its rights and the rights of the Holders of Securities of such series 

by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and 

enforce any such rights, whether for the specific enforcement of any covenant or agreement in 

this Indenture, or in aid of the exercise of any power granted herein, or to enforce any other 

proper remedy. 

Section 5.4 Trustee to File Claims As Attorney-In-Fact.

The Trustee is hereby appointed, and each and every Holder of the Securities, by 

receiving and holding the same, shall be conclusively deemed to have appointed the Trustee, the 

true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the 

Company shall be in default in respect of the payment of the principal of, or interest on, any of 

the Securities), in its own name and as trustee of an express trust or otherwise as it shall deem 

advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, adjustment, 

composition or other judicial proceeding relative to the Company or any other obligor upon the 

Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs 

of debt, petitions, consents, other papers and documents and amendments of any thereof, as may 

be necessary or advisable in order to have the claims of the Trustee and any predecessor trustee 

hereunder and of the Holders of the Securities allowed in any such proceeding and to collect and 

receive any moneys or other property payable or deliverable on any such claim, and to execute 

and deliver any and all other papers and documents and to do and perform any and all other acts 

and things, as it may deem necessary or advisable in order to enforce in any such proceeding any 

of the claims of the Trustee and any predecessor trustee hereunder and of any of such Holders in 

respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any 

such proceeding is hereby authorized, and each and every taker or Holder of the Securities, by 

receiving and holding the same, shall be conclusively deemed to have authorized any such 

receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only to or 

on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor 

trustee hereunder under Section 6.7; provided, however, that nothing herein contained shall be 

deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any 

Holder of Securities, any plan of reorganization or readjustment of the Company affecting the 

Securities or the rights of any Holder thereof, or to authorize or empower the Trustee to vote in 

respect of the claim of any Holder of any Securities in any such proceeding. 

Section 5.5 Application of Money Collected.

Any money or property collected or to be applied by the Trustee with respect to a series 

of Securities under this Article V shall be applied in the following order, at the date or dates 

fixed by the Trustee for the distribution of such money or property on account of principal or any 

premium or interest (including Additional Interest), upon presentation of the several Securities, 

and the notation thereon of the payment, if only partially paid, and upon surrender thereof, if 

fully paid: 

First: To the payment of all amounts due to the Trustee and any predecessor 

trustee hereunder under Section 6.7. 

Second: Subject to Article XIV, in case the principal of the Outstanding 

Securities of such series shall not have become due and be unpaid, to the payment of 
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interest on the Securities of such series, in the order of the maturity of the installments of 

such interest, with interest (to the extent that such interest has been collected by the 

Trustee) upon the overdue installments of interest at the rate borne by such Securities, 

such payments to be made ratably to the Persons entitled thereto. 

Third: Subject to Article XIV, in case the principal of the Outstanding Securities 

of such series shall have become due, by declaration or otherwise, to the payment of the 

whole amount then owing and unpaid upon the Securities of such series for principal and 

premium, if any, and interest, with interest on the overdue principal and premium, if any, 

and (to the extent that such interest has been collected by the Trustee) upon overdue 

installments of interest at the rate borne by the Securities of such series, and in case such 

moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon the 

Securities of such series, then to the payment of such principal and premium, if any, and 

interest without preference or priority of principal and premium, if any, over interest, or 

of interest over principal and premium, if any, or of any installment of interest over any 

other installment of interest, or of any Security of such series over any other Security of 

such series, ratably to the aggregate of such principal and premium, if any, and accrued 

and unpaid interest. 

Fourth: The balance, if any, to the Person or Persons entitled thereto. 

Section 5.6 Control by Holders; Waiver of Past Default.

(a) The Holders of a majority in principal amount of the Outstanding Securities of 

any series may direct the time, method and place of conducting any proceeding for any remedy 

available to the Trustee hereunder, or of exercising any trust or power hereby conferred upon the 

Trustee with respect to the Securities of such series; provided, however, that the Trustee shall 

have the right to decline to follow any such direction if the Trustee being advised by counsel 

determines that the action so directed may not lawfully be taken or would be unduly prejudicial 

to Holders not joining in such direction or would involve the Trustee in personal liability. 

(b) Prior to any declaration accelerating the maturity of the Securities of any series, 

the Holders of a majority in aggregate principal amount of such series of Outstanding Securities 

may on behalf of the Holders of all of the Securities of such series waive any past default 

hereunder and its consequences except a default not theretofore cured in the payment of interest 

(including any Additional Interest) or any premium on or the principal of the Securities of such 

series or in respect of any covenant or provision hereof which under Article IX cannot be 

modified or waived without the consent of the Holder of each Outstanding Security of each 

series affected thereby; provided, however, that if the Securities of such series are held by a 

GMAC Trust or a trustee of such trust, such waiver or modification to such waiver shall not be 

effective until the holders of Trust Securities representing a majority in liquidation preference of 

Trust Securities of the applicable GMAC Trust shall have consented to such waiver or 

modification to such waiver; provided further, that if the consent of the Holder of each 

Outstanding Security is required, such waiver shall not be effective until each holder of the Trust 

Securities of the applicable GMAC Trust shall have consented to such waiver. Upon any such 

waiver the Company, the Trustee and the Holders of the Securities of such series shall be 

restored to their former positions and rights hereunder, respectively, but no such waiver shall 

extend to any subsequent or other default or impair any right consequent thereon. Whenever any 
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default hereunder shall have been waived as permitted by this Section 5.6, said default shall for 

all purposes of the Securities of such series and this Indenture cease to exist, and any Default or 

Event of Default arising therefrom shall be deemed to have been cured and to be not continuing. 

Section 5.7 Limitation on Suits; Default.

No Holder of any Security of any series shall have any right to institute any action, suit or 

proceeding at law or in equity for the execution of any trust hereunder or for the appointment of 

a receiver or for any other remedy hereunder, in each case with respect to a Default with respect 

to such series of Securities, unless such Holder previously shall have given to the Trustee written 

notice of the happening of one or more of the Defaults herein specified with respect to such 

series of Securities, and unless also the Holders of 25% or more in principal amount of the 

Securities of such series then Outstanding shall have requested the Trustee in writing to take 

action in respect of the matter complained of, and unless also there shall have been offered to the 

Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be 

incurred therein or thereby, and the Trustee, for 60 days after receipt of such notification, request 

and offer of indemnity, shall have neglected or refused to institute any such action, suit or 

proceeding; and such notification, request and offer of indemnity are hereby declared in every 

such case to be conditions precedent to any such action, suit or proceeding by any Holder of any 

Security of such series; it being understood and intended that no one or more of the Holders of 

Securities of such series shall have any right in any manner whatsoever by his or their action to 

enforce any right hereunder, except in the manner herein provided, and that every action, suit or 

proceeding at law or in equity shall be instituted, had and maintained in the manner herein 

provided and for the equal and ratable benefit of all Holders of the Outstanding Securities of 

such series; provided, however, that nothing contained in this Indenture or in the Securities of 

such series shall affect or impair the obligation of the Company, which is absolute and 

unconditional, to pay the principal of, and premium, if any, and interest on the Securities of such 

series to the respective Holders of such Securities at the respective due dates in such Securities 

stated, or affect or impair the right, which is also absolute and unconditional, of such Holders to 

institute suit to enforce the payment thereof. 

The following events shall constitute a “Default” with respect to any series of Securities 

under this Indenture:

(a) an Event of Default with respect to such series specified in Section 5.1; or

(b) the failure of the Company to pay any installment of interest on any Security of 

such series, when and as the same shall become payable, which failure shall have continued 

unremedied for a period of 30 days, it being understood that the occurrence of an Extended 

Interest Payment Period in accordance with the terms of such Security will not constitute such a 

default; or 

(c) the failure of the Company to pay the principal of (and premium, if any, on) any 

Security of such series, when and as the same shall become payable, whether at maturity as 

therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), by 

declaration as authorized by this Indenture or otherwise, whether or not permitted by Article 

XIV; or
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(d) the failure of the Company to pay a sinking fund installment, if any, when and as 

the same shall become payable by the terms of a Security of such series, which failure shall have 

continued unremedied for a period of 30 days, whether or not permitted by Article XIV; or 

(e) the failure of the Company, subject to the provisions of Section 8.1, to observe 

and perform any other of the covenants or agreements on the part of the Company contained in 

this Indenture (including any indenture supplemental hereto) (other than a covenant or agreement 

which has been expressly included in this Indenture solely for the benefit of a series of Securities 

other than that series), which failure shall not have been remedied for a period of 90 days after 

written notice shall have been given to the Company by the Trustee or shall have been given to 

the Company and the Trustee by Holders of 25% or more in aggregate principal amount of the 

Securities of such series then Outstanding, specifying such failure and requiring the Company to 

remedy the same; or 

(f) in the event Securities of a series are issued and sold to a GMAC Trust or a 

trustee of such trust in connection with the issuance of Trust Securities by such GMAC Trust, 

such GMAC Trust shall have voluntarily or involuntarily dissolved, wound up its business or 

otherwise terminated its existence except in connection with (i) the distribution of Securities to 

holders of Trust Securities in liquidation of their interests in such GMAC Trust, (ii) the 

redemption of all of the outstanding Trust Securities of such GMAC Trust or (iii) mergers, 

consolidations or amalgamations permitted by the Declaration of such GMAC Trust; or 

(g) any other Default provided with respect to Securities of that series. 

Section 5.8 Costs and Attorneys’ Fees in Legal Proceedings.

All parties to this Indenture and the Holders of the Securities agree that the court may in 

its discretion require, in any action, suit or proceeding for the enforcement of any right or remedy 

under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken 

or omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an 

undertaking to pay the costs of such action, suit or proceeding, and that such court may in its 

discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant 

in such action, suit or proceeding, having due regard to the merits and good faith of the claims or 

defenses made by such party litigant; provided, however, that the provisions of this Section 5.8 

shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or 

proceeding instituted by any one or more Holders of Securities holding in the aggregate more 

than 10% in principal amount of the Outstanding Securities, or to any action, suit or proceeding 

instituted by any Holder of Securities for the enforcement of the payment of the principal of or 

premium, if any, or the interest on, any of the Securities, on or after the respective due dates 

expressed in such Securities. 

Section 5.9 Remedies Cumulative.

Except as provided in the last sentence of Section 3.6, no remedy herein conferred upon 

or reserved to the Trustee or to the Holders of Securities of any series is intended to be exclusive 

of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in 

addition to every other remedy given hereunder or now or hereafter existing at law or in equity 

or by statute. No delay or omission of the Trustee or of any Holder of the Securities of any 
 - 43 - 

series to exercise any right or power accruing upon any Default shall impair any such right or 

power or shall be construed to be a waiver of any such Default or an acquiescence therein; and 

every power and remedy given by this Article V to the Trustee and to the Holders, respectively, 

may be exercised from time to time and as often as may be deemed expedient by the Trustee or 

by the Holders, as the case may be. In case the Trustee or any Holder of Securities shall have 

proceeded to enforce any right under this Indenture and the proceedings for the enforcement 

thereof shall have been discontinued or abandoned because of waiver or for any other reason or 

shall have been adjudicated adversely to the Trustee or to such Holder, then and in every such 

case the Company, the Trustee and the Holders shall severally and respectively be restored to 

their former positions and rights hereunder and thereafter all rights, remedies and powers of the 

Trustee and the Holders shall continue as though no such proceedings had been instituted, except 

as to any matters so waived or adjudicated. 

Section 5.10 Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any 

time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, 

any stay or extension law wherever enacted, now or at any time hereafter in force, which may 

affect the covenants or the performance of this Indenture; and the Company (to the extent that it 

may lawfully do so) hereby expressly waives all benefit or advantage of any such law and 

covenants that it will not hinder, delay or impede the execution of any power herein granted to 

the Trustee, but will suffer and permit the execution of every such power as though no law had 

been enacted. 

ARTICLE VI 

THE TRUSTEE 

Section 6.1 Certain Duties and Responsibilities.

(a) Except during the continuance of a Default; 

(1) the Trustee undertakes to perform such duties and only such duties as are 

specifically set forth in this Indenture, and no implied covenants or obligations shall be 

read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, 

as to the truth of the statements and the correctness of the opinions expressed therein, 

upon certificates or opinions furnished to the Trustee and conforming to the requirements 

of this Indenture; but in the case of any such certificates or opinions which by any 

provision hereof are specifically required to be furnished to the Trustee, the Trustee shall 

be under a duty to examine the same to determine whether or not they conform to the 

requirements of this Indenture (but need not confirm or investigate the accuracy of 

mathematical calculations or other facts stated therein). 

(b) In case a Default with respect to any series of Securities, of which a Responsible 

Officer of the Trustee has actual knowledge, has occurred and is continuing, the Trustee shall 

exercise such of the rights and powers vested in it by this Indenture, and use the same degree of 
 - 44 - 

care and skill in their exercise, as a prudent man would exercise or use under the circumstances 

in the conduct of his own affairs. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from 

liability for its own negligent action, its own negligent failure to act, or its own willful 

misconduct, except that 

(1) this subsection shall not be construed to limit the effect of subsection (a) 

of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith 

by a Responsible Officer, unless it shall be proved that the Trustee was negligent in 

ascertaining the pertinent facts; 

(3) the Trustee shall not be liable with respect to any action taken or omitted 

to be taken by it in good faith in accordance with the direction of the Holders of a 

majority in principal amount of the Outstanding Securities of any series determined as 

provided in Section 5.6, relating to the time, method and place of conducting any 

proceeding for any remedy available to the Trustee, or exercising any trust or power 

conferred upon the Trustee, under this Indenture with respect to the Securities of such 

series; and

(4) no provision of this Indenture shall require the Trustee to expend or risk 

its own funds or otherwise incur any financial liability in the performance of any of its 

duties hereunder, or in the exercise of any of its rights or powers, if it shall have 

reasonable grounds for believing that repayment of such funds or indemnity, reasonably 

satisfactory to it, against such risk or liability is not reasonably assured to it. 

(d) Whether or not therein expressly so provided, every provision of this Indenture 

relating to the conduct or affecting the liability of or affording protection to the Trustee shall be 

subject to the provisions of this Section. 

Section 6.2 Notice of Defaults.

Within 90 days after the occurrence of any Default hereunder with respect to Securities of 

any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their 

names and addresses appear in the Security Register, notice of such Default hereunder actually 

known to a Responsible Officer of the Trustee, unless such Default shall have been cured or 

waived; provided that, except in the case of a Default in the payment of the principal of (or 

premium, if any) or interest on any Security of such series or in the payment of any sinking fund 

installment with respect to Securities of such series, the Trustee shall be protected in withholding 

such notice if and so long as a Responsible Officer of the Trustee in good faith determines that 

the withholding of such notice is in the interest of the Holders of Securities of such series; and 

provided, further, that in the case of any Default of the character specified in Section 5.7(e) with 

respect to Securities of such series, no such notice to Holders shall be given until at least 30 days 

after the occurrence thereof. 
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Section 6.3 Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

(a) the Trustee may conclusively rely and shall be fully protected in acting or 

refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, 

notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness 

or other paper or document believed by it to be genuine and to have been signed or presented by 

the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be sufficiently 

evidenced by a Company Request or Company Order, and any resolution of the Board of 

Directors may be sufficiently evidenced by a Board Resolution; 

(c) whenever in the administration of this Indenture the Trustee shall deem it 

desirable that a matter be proved or established prior to taking, suffering or omitting any action 

hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the 

absence of bad faith on its part, conclusively rely upon an Officers’ Certificate; 

(d) the Trustee may consult with counsel of its selection and the advice of such 

counsel or any Opinion of Counsel shall be full and complete authorization and protection in 

respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance 

thereon; 

(e) the Trustee shall be under no obligation to exercise any of the rights or powers 

vested in it by this Indenture at the request or direction of any of the Holders pursuant to this 

Indenture, unless such Holders shall have offered to the Trustee security or indemnity, 

reasonably satisfactory to it, against the costs, expenses and liabilities which might be incurred 

by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters 

stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, 

direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or 

document, but the Trustee, in its discretion, may make such further inquiry or investigation into 

such facts or matters as it may see fit, and, if the Trustee shall determine to make such further 

inquiry or investigation, it shall be entitled to examine the books, records and premises of the 

Company, personally or by agent or attorney at the expense of the Company and shall incur no 

liability of any kind by reason of such inquiry or investigation;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any 

duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be 

responsible for any misconduct or negligence on the part of any agent or attorney appointed with 

due care by it hereunder;

(h) the Trustee shall not be charged with knowledge of any Default or Event of 

Default with respect to the Securities, other than (1) an Event of Default under Section 5.1(a) if 

such an Event of Default shall have occurred; (2) a Default under Section 5.7(b) or 5.7(c) if such 

a Default shall have occurred; or (3) any Default as to which the Trustee shall have received 
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written notice (which notice shall have been given to the Trustee at the Corporate Trust Office of 

the Trustee by the Company or by any Holder of the relevant Securities and which is in fact such 

a Default) or of which a Responsible Officer shall have actual knowledge;

(i) the Trustee shall not be liable for special, indirect or consequential loss or damage 

of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been 

advised of the likelihood of such loss or damage and regardless of the form of action;

(j) the Trustee shall not be responsible or liable for any failure or delay in the 

performance of its obligations under this Indenture arising out of or caused by, directly or 

indirectly, forces beyond its reasonable control, including without limitation strikes, work 

stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural 

catastrophes or acts of God, and interruptions, loss or malfunctions of third-party utilities, 

communications or computer (software or hardware) services; 

(k) the rights, privileges, protections, immunities and benefits given to the Trustee, 

including, without limitation, its right to be indemnified, are extended to, and shall be 

enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and 

other Person employed to act hereunder by the Trustee and appointed with due care by it; 

(l) the Trustee may request that the Company deliver an Officers’ Certificate setting 

forth the names of individuals and/or titles of officers authorized at such time to take specified 

actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person 

authorized to sign an Officers’ Certificate, including any person specified as so authorized in any 

such certificate previously delivered and not superseded;

(m) the permissive rights of the Trustee enumerated herein shall not be construed as 

duties; and

(n) the Trustee shall not be liable for any action taken, suffered, or omitted to be 

taken by it in good faith and reasonably believed by it to be authorized or within the discretion or 

rights or powers conferred upon it by this Indenture. 

Section 6.4 Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of 

authentication, shall be taken as the statements of the Company, and the Trustee or any 

Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no 

representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee 

or any Authenticating Agent shall not be accountable for the use or application by the Company 

of Securities or the proceeds thereof. 

Section 6.5 May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any 

other agent of the Company, in its individual or any other capacity, may become the owner or 

pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the 
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Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying 

Agent, Security Registrar or such other agent. 

Section 6.6 Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds 

except to the extent required by law. The Trustee shall be under no liability for interest on any 

money received by it hereunder except as otherwise agreed with the Company. 

Section 6.7 Compensation and Reimbursement.

(a) The Company agrees: 

(1) to pay to the Trustee from time to time reasonable compensation for all 

services rendered by it hereunder (which compensation shall not be limited by any 

provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee 

upon its request for all reasonable expenses, disbursements and advances incurred or 

made by the Trustee in accordance with any provision of this Indenture (including the 

reasonable compensation and the expenses and disbursements of its agents, nominees, 

custodians and counsel), except any such expense, disbursement or advance as shall be 

determined to have been caused by its own negligence, bad faith or willful misconduct; 

and

(3) to indemnify the Trustee for, and to hold it harmless against, any loss, 

liability or expense incurred without negligence, bad faith or willful misconduct on its 

part, arising out of or in connection with the acceptance or administration of the trust 

hereunder, including the costs and expenses of defending itself against any claim or 

liability in connection with the exercise or performance of any of its powers or duties 

hereunder.

(b) As security for the performance of the obligations of the Company under this 

Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or 

collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular 

Securities. The obligations of the Company under this Section shall survive the removal or 

resignation of the Trustee and the satisfaction, discharge or termination of this Indenture. 

(c) Without prejudice to any other rights available to the Trustee under applicable 

law, when the Trustee incurs any expenses or renders any services after the occurrence of an 

Event of Default specified in Section 5.1(b) or Section 5.1(c), such expenses and the 

compensation for such services are intended to constitute expenses of administration under the 

United States Bankruptcy Code (Title 11 of the United States Code) or any similar federal or 

state law for the relief of debtors. 

Section 6.8 Disqualification; Conflicting Interests.

The Trustee shall be subject to the provisions of Section 310(b) of the Trust Indenture 

Act during the period of time provided for therein. In determining whether the Trustee has a 
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conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the 

Securities of any series, there shall be excluded for purposes of the conflicting interest provisions 

of such Section 310(b) the Securities of every other series issued under this Indenture. Nothing 

herein shall prevent the Trustee from filing with the Commission the application referred to in 

the second to last paragraph of Section 310(b) of the Trust Indenture Act. 

Section 6.9 Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a corporation organized and 

doing business under the laws of the United States of America, any State thereof or the District 

of Columbia, authorized under such laws to exercise corporate trust powers, having a combined 

capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal 

or State authority. If such corporation publishes reports of condition at least annually, pursuant 

to law or to the requirements of said supervision or examining authority, then for the purposes of 

this Section, the combined capital and surplus of such corporation shall be deemed to be its 

combined capital and surplus as set forth in its most recent report of condition so published. If at 

any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it 

shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

Section 6.10 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor 

Trustee pursuant to this Article shall become effective until the acceptance of appointment by the 

successor Trustee in accordance with the applicable requirements of Section 6.11. 

(b) The Trustee may resign at any time with respect to the Securities of one or more 

series by giving written notice thereof to the Company. If the instrument of acceptance by a 

successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 

days after the giving of such notice of resignation, the resigning Trustee may petition any court 

of competent jurisdiction for the appointment of a successor Trustee with respect to the 

Securities of such series. 

(c) The Trustee may be removed at any time with respect to the Securities of any 

series by Act of the Holders of a majority in principal amount of the Outstanding Securities of 

such series, delivered to the Trustee and to the Company. 

(d) If at any time:

(1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture 

Act after written request therefor by the Company or by any Holder who has been a bona

fide Holder of a Security for at least six months, or 

(2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to 

resign after written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged bankrupt 

or insolvent or a receiver of the Trustee or of its property shall be appointed or any public 
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officer shall take charge or control of the Trustee or of its property or affairs for the 

purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with 

respect to all Securities, or (ii) subject to Section 5.8, any Holder who has been a bona fide

Holder of a Security for at least six months may, on behalf of himself and all others similarly 

situated, petition any court of competent jurisdiction for the removal of the Trustee with respect 

to all Securities and the appointment of a successor Trustee or Trustees. 

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a 

vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or 

more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or 

Trustees with respect to the Securities of that or those series (it being understood that any such 

successor Trustee may be appointed with respect to the Securities of one or more or all of such 

series and that at any time there shall be only one Trustee with respect to the Securities of any 

particular series) and shall comply with the applicable requirements of Section 6.11. If, within 

one year after such resignation, removal or incapability, or the occurrence of such vacancy, a 

successor Trustee with respect to the Securities of any series shall be appointed by Act of the 

Holders of a majority in principal amount of the Outstanding Securities of such series delivered 

to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon 

its acceptance of such appointment in accordance with the applicable requirements of Section 

6.11, become the successor Trustee with respect to the Securities of such series and to that extent 

supersede the successor Trustee appointed by the Company. If no successor Trustee with respect 

to the Securities of any series shall have been so appointed by the Company or the Holders and 

accepted appointment in the manner required by Section 6.11, any Holder who has been a bona

fide Holder of a Security of such series for at least six months may, on behalf of himself and all 

others similarly situated, petition any court of competent jurisdiction for the appointment of a 

successor Trustee with respect to the Securities of such series. 

(f) The Company shall give notice of each resignation and each removal of the 

Trustee with respect to the Securities of any series and each appointment of a successor Trustee 

with respect to the Securities of any series by mailing written notice of such event by first-class 

mail, postage prepaid, to all Holders of Securities of such series as their names and addresses 

appear in the Security Register. Each notice shall include the name of the successor Trustee with 

respect to the Securities of such series and the address of its Corporate Trust Office. 

Section 6.11 Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee with respect to all 

Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to 

the Company and to the retiring Trustee an instrument accepting such appointment, and 

thereupon the resignation or removal of the retiring Trustee shall become effective and such 

successor Trustee, without any further act, deed or conveyance, shall become vested with all the 

rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the 

successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver 

an instrument transferring to such successor Trustee all the rights, powers and trusts of the 

retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property 

and money held by such retiring Trustee hereunder. 
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(b) In case of the appointment hereunder of a successor Trustee with respect to the 

Securities of one or more (but not all) series, the Company, the retiring Trustee and each 

successor Trustee with respect to the Securities of one or more series shall execute and deliver an 

indenture supplemental hereto wherein each successor Trustee shall accept such appointment and 

which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm 

to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring 

Trustee with respect to the Securities of that or those series to which the appointment of such 

successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to the Securities of 

all series for which it is the Trustee hereunder, shall contain such provisions as shall be deemed 

necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring 

Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not 

retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of 

the provisions of this Indenture as shall be necessary to provide for or facilitate the 

administration of the trusts hereunder by more than one Trustee, it being understood that nothing 

herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same 

trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart 

from any trust or trusts hereunder administered by any other such Trustee; and upon the 

execution and delivery of such supplemental indenture the resignation or removal of the retiring 

Trustee shall become effective to the extent provided therein and each such successor Trustee, 

without any further act, deed or conveyance, shall become vested with all the rights, powers, 

trusts and duties of the retiring Trustee with respect to the Securities of that or those series to 

which the appointment of such successor Trustee relates; but, on request of the Company or any 

successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor 

Trustee all property and money held by such retiring Trustee hereunder with respect to the 

Securities of that or those series to which the appointment of such successor Trustee relates. 

(c) Upon request of any such successor Trustee, the Company shall execute any and 

all instruments for more fully and certainly vesting in and confirming to such successor Trustee 

all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case 

may be. 

(d) No successor Trustee shall accept its appointment unless at the time of such 

acceptance such successor Trustee shall be qualified and eligible under this Article. 

(e) The Trustee shall not be liable for the acts or omissions to act of any successor 

Trustee.

Section 6.12 Merger, Conversion, Consolidation or Succession to Business.

Any corporation or association into which the Trustee may be merged or converted or 

with which it may be consolidated, or any corporation or association resulting from any merger, 

conversion or consolidation to which the Trustee shall be a party, or any corporation or 

association to which all or substantially all of the corporate trust business of the Trustee may be 

sold or otherwise transferred, shall be the successor of the Trustee hereunder without the 

execution or filing of any paper or any further act, provided such corporation shall be otherwise 

qualified and eligible under this Article. In case any Securities shall have been authenticated, but 

not delivered, by the Trustee then in office, any successor by merger, conversion or 

consolidation to such authenticating Trustee may adopt such authentication and deliver the 
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Securities so authenticated with the same effect as if such successor Trustee had itself 

authenticated such Securities. 

Section 6.13 Preferential Collection of Claims Against Company.

The Trustee shall comply with the Trust Indenture Act Section 311(a), excluding any 

creditor relationship listed in the Trust Indenture Act Section 311(b). A Trustee who has 

resigned or been removed shall be subject to the Trust Indenture Act Section 311(a) to the extent 

indicated therein. 

Section 6.14 Appointment of Authenticating Agent.

(a) At any time when any of the Securities remain Outstanding the Trustee may 

appoint an Authenticating Agent or Agents with respect to one or more series of Securities which 

shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued 

upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, 

and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid 

and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference 

is made in this Indenture to the authentication and delivery of Securities by the Trustee or the 

Trustee’s certificate of authentication, such reference shall be deemed to include authentication 

and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of 

authentication executed on behalf of the Trustee by an Authenticating Agent. Each 

Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation 

organized and doing business under the laws of the United States of America, any State thereof 

or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a 

combined capital and surplus of not less than $50,000,000 and subject to supervision or 

examination by Federal or State authority. If such Authenticating Agent publishes reports of 

condition at least annually, pursuant to law or to the requirements of said supervising or 

examining authority, then for the purposes of this Section, the combined capital and surplus of 

such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in 

its most recent report of condition so published. If at any time an Authenticating Agent shall 

cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent 

shall resign immediately in the manner and with the effect specified in this Section. 

(b) Any corporation into which an Authenticating Agent may be merged or converted 

or with which it may be consolidated, or any corporation resulting from any merger, conversion 

or consolidation to which such Authenticating Agent shall be a party, or any corporation 

succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall 

continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible 

under this Section, without the execution or filing of any paper or any further act on the part of 

the Trustee or the Authenticating Agent. 

(c) An Authenticating Agent may resign at any time by giving written notice thereof 

to the Trustee and to the Company. The Trustee may at any time terminate the agency of an 

Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the 

Company. Upon receiving such a notice of resignation or upon such a termination, or in case at 

any time such Authenticating Agent shall cease to be eligible in accordance with the provisions 

of this Section, the Trustee may appoint a successor Authenticating Agent which shall be 
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acceptable to the Company and shall give notice of such appointment by first-class mail, postage 

prepaid, to all Holders of Securities of the series with respect to which such Authenticating 

Agent will serve, as their names and addresses appear in the Security Register. Any successor 

Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 

the rights, powers and duties of its predecessor hereunder, with like effect as if originally named 

as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless 

eligible under the provisions of this Section. 

(d) The Company agrees to pay to each Authenticating Agent from time to time 

reasonable compensation for its services under this Section. 

(e) If an appointment with respect to one or more series is made pursuant to this 

Section, the Securities of such series may have endorsed thereon an alternative certificate of 

authentication in the following form: 

This is one of the Securities of the series designated herein referred to in the withinmentioned Indenture. 

THE BANK OF NEW YORK MELLON, 

As Trustee 

By:

As Authenticating Agent 

By:

Authorized Officer 

Dated: 

ARTICLE VII 

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee: 

(a) semi-annually not more than 15 days after each Regular Record Date a list, in 

such form as the Trustee may reasonably require, of the names and addresses of the Holders of 

Securities of such series as of the preceding March 1 or September 1, or as of such Regular 

Record Date, as the case may be, and 

(b) at such other times as the Trustee may request in writing, within 30 days after the 

receipt by the Company of any such request, a list of similar form and content as of a date not 

more than 15 days prior to the time such list is furnished; and provided, further that the Company 
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shall not be obligated to furnish such list at any time the list does not differ from the most recent 

list given to the Trustee by the Company;

provided that if and so long as the Trustee shall be the Security Registrar for such series, such list 

shall not be required to be furnished. 

Section 7.2 Preservation of Information; Communications to Holders.

Holders may communicate pursuant to the Trust Indenture Act Section 312(b) with other 

Holders with respect to their rights under this Indenture and the Securities. The Company, the 

Trustee, the Registrar and any other person shall have the protection of the Trust Indenture Act 

Section 312(c). 

Section 7.3 Reports by Trustee.

Within 60 days after May 15 of each year commencing with the year 2010, the Trustee 

shall provide to the Holders of Securities such reports as are required by Section 313(a) of the 

Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust 

Indenture Act. The Trustee shall also comply with the other requirements of Section 313 of the 

Trust Indenture Act. The Company will notify the Trustee when any such Securities are listed 

on any securities exchange. 

Section 7.4 Reports by Company.

The Company shall: 

(1) file with the Trustee, within 15 days after the Company is required to file 

the same with the Commission, copies of the annual reports and of the information, 

documents and other reports (or copies of such portions of any of the foregoing as the 

Commission may from time to time by rules and regulations prescribe) which the 

Company may be required to file with the Commission pursuant to Section 13 or Section 

15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file 

information, documents or reports pursuant to either of said Sections, then it shall file 

with the Trustee and the Commission, in accordance with rules and regulations 

prescribed from time to time by the Commission, such of the supplementary and periodic 

information, documents and reports which may be required pursuant to Section 13 of the 

Securities Exchange Act of 1934 in respect of a security listed and registered on a 

national securities exchange as may be prescribed from time to time in such rules and 

regulations;

(2) file with the Trustee and the Commission, in accordance with rules and 

regulations prescribed from time to time by the Commission, such additional information, 

documents and reports with respect to compliance by the Company with the conditions 

and covenants of this Indenture as may be required from time to time by such rules and 

regulations; and

(3) transmit by mail to all Holders, as their names and addresses appear in the 

Security Register, within 30 days after the filing thereof with the Trustee, such 
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summaries of any information, documents and reports required to be filed by the 

Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules 

and regulations prescribed from time to time by the Commission. 

Delivery of such reports, information and documents to the Trustee is for informational 

purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of 

any information contained therein or determinable from information contained therein, including 

the Company’s compliance with any of its covenants hereunder (as to which the Trustee is 

entitled to rely exclusively on Officers’ Certificates). 

Section 7.5 Officers’ Certificate as to Events of Default.

The Company shall deliver to the Trustee, as soon as practicable and in any event within 

five days after the Company becomes aware of the occurrence of any Default or Event of Default 

or an event which, with notice or the lapse of time or both, would constitute a Default or an 

Event of Default, an Officers’ Certificate setting forth the details of such event, Default or Event 

of Default and the action which the Company proposes to take with respect thereto. 

ARTICLE VIII 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1 Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other corporation or convey, 

transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(1) the Person formed by such consolidation (if other than the Company) or 

into which the Company is merged or the Person which acquires by conveyance or 

transfer, or which leases, the properties and assets of the Company substantially as an 

entirety shall be a corporation organized and existing under the laws of the United States 

of America, any State thereof or the District of Columbia and shall expressly assume, by 

an indenture supplemental hereto, executed and delivered to the Trustee, in form 

satisfactory to the Trustee, the due and punctual payment of the principal of (and 

premium, if any) and interest on all the Securities and the performance of every covenant 

of this Indenture on the part of the Company to be performed or observed; 

(2) immediately after giving effect to such transaction, no Default, and no 

event which, after notice or lapse of time or both, would become a Default, shall have 

happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an 

Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or 

lease and such supplemental indenture comply with this Article and that all conditions 

precedent herein provided for relating to such transaction have been complied with. 

Section 8.2 Successor Corporation Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other 

corporation or any conveyance, transfer or lease of the properties and assets of the Company 
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substantially as an entirety in accordance with Section 8.1, the successor corporation formed by 

such consolidation or into which the Company is merged or to which such conveyance, transfer 

or lease is made shall succeed to, and be substituted for, and may exercise every right and power 

of, the Company under this Indenture with the same effect as if such successor corporation had 

been named as the Company herein, and thereafter, except in the case of a lease, the predecessor 

corporation shall be relieved of all obligations and covenants under this Indenture and the 

Securities.

ARTICLE IX 

SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board 

Resolution, and the Trustee, at any time and from time to time, may enter into one or more 

indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following 

purposes:

(1) to evidence the succession of another corporation to the Company and the 

assumption by any such successor of the covenants of the Company contained herein and 

in the Securities, pursuant to Article VIII; or 

(2) to add to the covenants of the Company for the benefit of the Holders of 

all or any series of Securities (and if such covenants are to be for the benefit of less than 

all series of Securities, stating that such covenants are expressly being included solely for 

the benefit of one or more specified series) or to surrender any right or power herein 

conferred upon the Company; or

(3) to add any additional Defaults; or 

(4) to change or eliminate any of the provisions of this Indenture, provided

that any such change or elimination (i) shall become effective only when there is no 

Security Outstanding of any series created prior to the execution of such supplemental 

indenture which is entitled to the benefit of such provision or (ii) shall not apply to any 

Outstanding Securities; or

(5) to secure the Securities; or 

(6) to establish the form or terms of Securities of any series as permitted by 

Sections 2.1 and 3.1; or

(7) to evidence and provide for the acceptance of appointment hereunder by a 

successor Trustee with respect to the Securities of one or more series and to add to or 

change any of the provisions of this Indenture as shall be necessary to provide for or 

facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to 

the requirements of Section 6.11(b); or 

(8) to cure any ambiguity or manifest error, to correct or supplement any 

provision herein which may be inconsistent with any other provision herein, or to make 
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any other provisions with respect to matters or questions arising under this Indenture, 

provided such action shall not adversely affect the interests of the Holders of Securities of 

any series in any material respect; or 

(9) to comply with the requirements of the Commission in order to effect or 

maintain the qualification of this Indenture under the Trust Indenture Act; provided such 

action shall not adversely affect the interests of the Holders of Securities of any series in 

any material respect. 

Section 9.2 Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the 

Outstanding Securities of each series affected by such supplemental indenture, by Act of said 

Holders delivered to the Company and the Trustee, the Company, when authorized by a Board 

Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the 

purpose of adding any provisions to or changing in any manner or eliminating any of the 

provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities 

of such series under this Indenture; provided that no such supplemental indenture shall, without 

the consent of the Holder of each Outstanding Security affected thereby, 

(1) change the Stated Maturity of the principal of, or any installment of 

principal of or interest on, any Security, or reduce the principal amount thereof or the rate 

of interest thereon (including any change in the Floating or Adjustable Rate Provision 

pursuant to which such rate is determined that would reduce that rate for any period) or 

any premium payable upon the redemption thereof, or change any Place of Payment 

where, or the coin or currency in which, any Security or any premium or the interest 

thereon is payable, or impair the right to institute suit for the enforcement of any such 

payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after 

the Redemption Date), or modify the provisions of this Indenture with respect to the 

subordination of the Securities in a manner adverse to the Holders, or 

(2) reduce the percentage in principal amount of the Outstanding Securities of 

any series, the consent of whose Holders is required for any such supplemental indenture, 

or the consent of whose Holders is required for any waiver (of compliance with certain 

provisions of this Indenture or certain defaults hereunder and their consequences) 

provided for in this Indenture, or

(3) modify any of the provisions of this Section or Section 5.6, except to 

increase any such percentage or to provide that certain other provisions of this Indenture 

cannot be modified or waived without the consent of the Holder of each Outstanding 

Security affected thereby; provided that this clause shall not be deemed to require the 

consent of any Holder with respect to changes in the references to “the Trustee” and 

concomitant changes in this Section or the deletion of this proviso, in accordance with the 

requirements of Sections 6.11(b) and 9.1(8), or

(4) remove or impair the rights of any Holder of Securities to bring a Direct 

Action in certain circumstances, as provided in Section 15.1;
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provided, further, that if the Securities of such series are held by a GMAC Trust or a trustee of 

such trust, such supplemental indenture shall not be effective until the holders of a majority in 

liquidation preference of Trust Securities of the applicable GMAC Trust shall have consented to 

such supplemental indenture; provided, further, that if the consent of the Holder of each 

Outstanding Securities is required, such supplemental indenture shall not be effective until each 

holder of the Trust Securities of the applicable GMAC Trust shall have consented to such 

supplemental indenture. 

A supplemental indenture which changes or eliminates any covenant or other provision of 

this Indenture which has expressly been included solely for the benefit of one or more particular 

series of Securities, or which modifies the rights of the Holders of Securities of such series with 

respect to such covenant or other provision, shall be deemed not to affect the rights under this 

Indenture of the Holders of Securities of any other series. 

It shall not be necessary for any Act of Holders under this Section to approve the 

particular form of any proposed supplemental indenture, but it shall be sufficient if such Act 

shall approve the substance thereof. 

Section 9.3 Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture 

permitted by this Article or the modifications thereby of the trusts created by this Indenture, the 

Trustee shall be given, in addition to the documents required by Section 1.2, and (subject to 

Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ 

Certificate stating that the execution of such supplemental indenture is authorized or permitted 

by this Indenture. The Trustee may, but shall not be obligated to, enter into any such 

supplemental indenture which affects the Trustee’s own rights, duties or immunities under this 

Indenture or otherwise. 

Section 9.4 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall 

be modified in accordance therewith, and such supplemental indenture shall form a part of this 

Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated 

and delivered hereunder shall be bound thereby to the extent provided therein. 

Section 9.5 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the 

requirements of the Trust Indenture Act as then in effect. 

Section 9.6 Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any 

supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a 

notation in form approved by the Trustee as to any matter provided for in such supplemental 

indenture. If the Company shall so determine, new Securities of any series so modified as to 

conform, in the opinion of the Trustee and the Company, to any such supplemental indenture 
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may be prepared and executed by the Company and authenticated and delivered by the Trustee in 

exchange for Outstanding Securities of such series. 

ARTICLE X 

COVENANTS

Section 10.1 Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will 

duly and punctually pay the principal of (and premium, if any) and interest on the Securities of 

that series in accordance with the terms of the Securities of such series and this Indenture, and 

will duly comply with all other terms, agreements and conditions contained in, or made in the 

Indenture for the benefit of, the Securities of such series. 

Section 10.2 Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an 

office or agency where Securities of that series may be presented or surrendered for payment, 

where Securities of that series may be surrendered for registration of transfer or exchange and 

where notices and demands to or upon the Company in respect of the Securities of that series and 

this Indenture may be served. The Company will give prompt written notice to the Trustee of the 

location, and any change in the location, of such office or agency. If at any time the Company 

shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with 

the address thereof, such presentations, surrenders, notices and demands may be made or served 

at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its 

agent to receive all such presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more other offices or agencies 

where the Securities of one or more series may be presented or surrendered for any or all such 

purposes and may from time to time rescind such designations; provided that no such designation 

or rescission shall in any manner relieve the Company of its obligation to maintain an office or 

agency in each Place of Payment for Securities of any series for such purposes. The Company 

will give prompt written notice to the Trustee of any such designation or rescission and of any 

change in the location of any such other office or agency. 

Section 10.3 Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of 

Securities, it will, on or before each due date of the principal of (and premium, if any) or interest 

on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons 

entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so 

becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein 

provided and will promptly notify the Trustee of its action or failure so to act. 

Whenever the Company shall have one or more Paying Agents for any series of 

Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on 

any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal 

(and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of 
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the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the 

Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

The Company will cause each Paying Agent for any series of Securities other than the 

Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall 

agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (and premium, 

if any) or interest on Securities of that series in trust for the benefit of the Persons entitled 

thereto until such sums shall be paid to such Persons or otherwise disposed of as herein 

provided;

(2) give the Trustee notice of any default by the Company (or any other 

obligor upon the Securities of that series) in the making of any payment of principal (and 

premium, if any) or interest on the Securities of that series; and 

(3) at any time during the continuance of any such default, upon the written 

request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such 

Paying Agent. 

The Company may at any time, for the purpose of obtaining the satisfaction and 

discharge of this Indenture or for any other purpose, pay, or by Company Order direct any 

Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, 

such sums to be held by the Trustee upon the same trusts as those upon which such sums were 

held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the 

Trustee, such Paying Agent shall be released from all further liability with respect to such 

money.

Any money deposited with the Trustee or any Paying Agent, or then held by the 

Company, in trust for the payment of the principal of (and premium, if any) or interest on any 

Security of any series and remaining unclaimed for two years after such principal (and premium, 

if any) or interest has become due and payable shall be paid to the Company on Company 

Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of 

such Security shall thereafter, as an unsecured general creditor, look only to the Company for 

payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust 

money, and all liability of the Company as trustee thereof, shall thereupon cease; provided that 

the Trustee or such Paying Agent, before being required to make any such repayment, may at the 

expense of the Company cause to be published once, in a newspaper published in the English 

language, customarily published on each Business Day and of general circulation in the Borough 

of Manhattan, The City of New York, New York, notice that such money remains unclaimed and 

that, after a date specified therein, which shall not be less than 30 days from the date of such 

publication, any unclaimed balance of such money then remaining will be repaid to the 

Company. 

Section 10.4 Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year 

of the Company ending after the date hereof, an Officers’ Certificate stating whether or not to the 
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best knowledge of the signers thereof the Company is in default in the performance and 

observance of any of the terms, provisions and conditions of this Indenture, and if the Company 

shall be in default, specifying all such defaults and the nature and status thereof of which they 

may have knowledge. 

Section 10.5 Covenants as to GMAC Trusts.

For so long as any Trust Securities of a GMAC Trust remain outstanding, the Company 

will (i) maintain 100% direct or indirect ownership of the Common Securities of such GMAC 

Trust; provided, however, that any permitted successor of the Company hereunder may succeed 

to the Company’s ownership of such Common Securities, (ii) not voluntarily dissolve, wind up 

or terminate such GMAC Trust, except in connection with a distribution of Securities upon a 

Special Event, and in connection with certain mergers, consolidations or amalgamations 

permitted by the Declaration of such GMAC Trust, (iii) timely perform its duties as Sponsor of 

the applicable GMAC Trust, (iv) use its reasonable efforts to cause such GMAC Trust to (a) 

remain a statutory trust, except in connection with (I) the distribution of Securities to holders of 

Trust Securities in liquidation of their interests in such GMAC Trust, (II) the redemption of all of 

the outstanding Trust Securities of such GMAC Trust, or (III) mergers, consolidations or 

amalgamations permitted by the Declaration of such GMAC Trust, and (b) otherwise continue to 

be classified as a grantor trust for United States federal income tax purposes and (v) not 

knowingly take any action that would cause such GMAC Trust to not be classified as a grantor 

trust for United States federal income tax purposes.

Section 10.6 Payment of Expenses.

(a) In connection with the sale and issuance of each series of Securities to the 

Institutional Trustee of a GMAC Trust and in connection with the offering and sale of Trust 

Securities by such GMAC Trust, the Company, in its capacity as borrower with respect to such 

Securities, shall: 

(i) pay all costs and expenses relating to the offering, sale and issuance of 

such Securities, including any commissions to any underwriters engaged by the Company in 

connection with such offering, sale and issuance and compensation of the Trustee under this 

Indenture in accordance with the provisions of Section 6.7; 

(ii) pay all costs and expenses of such GMAC Trust(including, but not limited 

to, costs and expenses relating to the organization of the trust, the offering, sale and issuance of 

the Trust Securities of such GMAC Trust (including any commissions to any underwriters 

engaged by the Company in connection therewith), the fees and expenses of the Institutional 

Trustee, the Administrative Trustees and the Delaware Trustee of such GMAC Trust, the costs 

and expenses relating to the operation, maintenance and dissolution of such GMAC Trust and the 

enforcement by such Institutional Trustee of the rights of the holders of the Trust Preferred 

Securities of such GMAC Trust, including, without limitation, costs and expenses of 

accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving 

and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s), 

duplicating, travel and telephone and other telecommunications expenses and costs and expenses 

incurred in connection with the acquisition, financing, and disposition of assets of such GMAC 

Trust); 
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(iii) be primarily liable for any indemnification obligations arising with respect 

to the Declaration of such GMAC Trust; and 

(iv) pay any and all taxes (other than United States withholding taxes in 

respect of amounts paid on the Securities held by such GMAC Trust) and all liabilities, costs and 

expenses with respect to such taxes of such GMAC Trust. 

(b) Upon termination of this Indenture or any series of Securities or the removal or 

resignation of the Trustee pursuant to Section 6.10, the Company shall pay to the Trustee all 

amounts accrued and owing to the Trustee to the date of such termination, removal or 

resignation. Upon termination of the Declaration of any GMAC Trust or the removal or 

resignation of the Delaware Trustee or the Institutional Trustee, as the case may be, pursuant to 

Section 5.6 of the Declaration of such GMAC Trust, the Company shall pay to such Delaware 

Trustee or such Institutional Trustee, as the case may be, all amounts accrued and owing to such 

Delaware Trustee or such Institutional Trustee, as the case may be, to the date of such 

termination, removal or resignation. 

Section 10.7 Listing on an Exchange.

If Securities of any series are to be issued as a Global Security in connection with the 

distribution of such Securities to the holders of the Trust Preferred Securities of a GMAC Trust 

upon a Dissolution Event with respect to such GMAC Trust and the Trust Preferred Securities 

are listed on the New York Stock Exchange, Inc. or on any other national securities exchange, 

the Company will use its best efforts to list such series of Securities on the New York Stock 

Exchange, Inc. or on such other securities exchange as the Trust Preferred Securities of such 

GMAC Trust are then listed. The Company will promptly notify the Trustee in writing of any 

Securities that will be listed on or delisted from any securities exchange. 

Section 10.8 Future Issuance of Securities under this Indenture.

Any Securities issued under this Indenture shall (x) be issued with the concurrence or 

approval of the Federal Reserve or its staff or (y) qualify at the time of issuance for tier 1 capital 

treatment (irrespective of any limits on the amount of the Company’s tier 1 capital) under 

applicable capital adequacy guidelines, regulations, policies, published interpretations or any 

applicable concurrence or approval of the Federal Reserve or its staff. 

ARTICLE XI 

REDEMPTION OF SECURITIES 

Section 11.1 Applicability of Article; Federal Reserve Approval.

Securities of each series are redeemable before their respective Stated Maturities in 

accordance with their respective terms and (except as otherwise specified as contemplated by 

Section 3.1 for Securities of any series) in accordance with this Article. Any redemption of any 

series of Securities, in whole or in part, prior to their respective Stated Maturities shall be subject 

to receipt by the Company of the prior concurrence or approval of the Federal Reserve or its 

staff, (i) if such concurrence or approval is then required in order for securities such as the 

Securities to qualify as tier 1 capital under applicable capital adequacy guidelines, regulations, 
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policies, published interpretations, or any applicable concurrence or approval of the Federal 

Reserve or its staff, or (ii) if the Federal Reserve or its staff has informed the Company that it 

must obtain such concurrence or approval before redeeming the Securities. 

Section 11.2 Election to Redeem; Notice to Trustee.

(a) Subject to the provisions of Section 11.2(b) and to the other provisions of this 

Article XI, except as otherwise may be specified in this Indenture or, with respect to any series 

of Securities, as otherwise specified as contemplated by Section 3.1 for the Securities of such 

series, the Company shall have the right to redeem any series of Securities, in whole or in part, at 

any time on or after the Redemption Option Date for such series at the Redemption Price. The 

election of the Company to redeem any Securities redeemable at the election of the Company 

shall be evidenced by a Board Resolution. In case of any redemption at the election of the 

Company of the Securities of any series, the Company shall, at least 40 days (unless a shorter 

period is acceptable to the Trustee), but not more than 60 days, prior to the Redemption Date 

fixed by the Company, notify the Trustee of such Redemption Date and of the principal amount 

of Securities of such series to be redeemed. In the case of any redemption of Securities (a) prior 

to the expiration of any restriction on such redemption provided in the terms of such Securities or 

elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a 

condition provided in the terms of such Securities or elsewhere in this Indenture, the Company 

shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such 

restriction or condition. 

(b) If the Trust Preferred Securities are listed on the New York Stock Exchange, Inc. 

or on any other national securities exchange and a partial redemption of any series of Securities 

would result in the delisting of the Trust Preferred Securities of the GMAC Trust from any 

national securities exchange on which the Trust Preferred Securities of such GMAC Trust are 

then listed, the Company shall not be permitted to effect such partial redemption and may only 

redeem such series of Securities in whole. 

Section 11.3 Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed, the particular Securities to 

be redeemed shall be selected not more than 60 days prior to the Redemption Date by the 

Trustee, from the Outstanding Securities of such series not previously called for redemption, by 

such method as the Trustee shall deem fair and appropriate and which may provide for the 

selection for redemption of portions (equal to the minimum authorized denomination for 

Securities of that series or any integral multiple thereof) of the principal amount of Securities of 

such series of a denomination larger than the minimum authorized denomination for Securities of 

that series; provided that, if at the time of redemption such Securities are registered as a Global 

Security, the Depositary shall determine, in accordance with its procedures, the principal amount 

of such Securities held by each Security Beneficial Owner to be redeemed. 

The Trustee shall promptly notify the Company in writing of the Securities selected for 

redemption and, in case of any Securities selected for partial redemption, the principal amount 

thereof to be redeemed. 
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For all purposes of this Indenture, unless the context otherwise requires, all provisions 

relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to 

be redeemed only in part, to the portion of the principal amount of such Securities which has 

been or is to be redeemed. 

Section 11.4 Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less 

than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be 

redeemed, at his address appearing in the Security Register. 

All notices of redemption shall state: 

(1) the Redemption Date, 

(2) the Redemption Price (or if not then ascertainable, the manner of 

calculation thereof), 

(3) if less than all the Outstanding Securities of any series are to be redeemed, 

the identification (and, in the case of partial redemption, the principal amounts) of the 

particular Securities of such series to be redeemed, 

(4) that on the Redemption Date the Redemption Price will become due and 

payable upon each such Security to be redeemed and that interest thereon will cease to 

accrue on and after said date, 

(5) the place or places where such Securities are to be surrendered for 

payment of the Redemption Price, and 

(6) that the redemption is for a sinking fund, if such is the case. 

Notice of redemption of Securities to be redeemed at the election of the Company shall 

be given by the Company or, at the Company’s request and provision of such notice information 

to the Trustee no less than 10 days prior to the mailing of such redemption notice, by the Trustee 

in the name and at the expense of the Company. 

Section 11.5 Deposit of Redemption Price.

Prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall 

deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying 

Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to 

pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment 

Date) accrued interest on, all the Securities which are to be redeemed on that date. 

Section 11.6 Securities Payable on Redemption Date.

(a) Notice of redemption having been given as aforesaid, the Securities so to be 

redeemed shall, on the Redemption Date, become due and payable at the Redemption Price 

therein specified, and from and after such date (unless the Company shall default in the payment 
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of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon 

surrender of any such Security for redemption in accordance with said notice, such Security shall 

be paid by the Company at the Redemption Price, together with accrued interest to the 

Redemption Date; provided that installments of interest whose Stated Maturity is on or prior to 

the Redemption Date shall be payable to the Holders of such Securities, or one or more 

Predecessor Securities, registered as such at the close of business on the relevant Record Dates 

according to their terms and the provisions of Section 3.7. 

(b) If any Security called for redemption shall not be so paid upon surrender thereof 

for redemption, the principal (and premium, if any) shall, until paid, bear interest from the 

Redemption Date at the rate prescribed therefor in the Security. 

(c) The Redemption Price shall be paid prior to 12:00 noon, New York City time, on 

the date of such redemption or such earlier time as the Company determines, provided that the 

Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 

10:00 a.m., New York City time, on the date such Redemption Price is to be paid. 

Section 11.7 Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of 

Payment for Securities of that series (with, if the Company or the Trustee so requires, due 

endorsement by, or a written instrument of transfer in form satisfactory to the Company duly 

executed by, the Holder thereof or his attorney duly authorized in writing), and the Company 

shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security 

without service charge, a new Security or Securities of the same series, of like tenor and of any 

authorized denomination as requested by such Holder, in aggregate principal amount equal to 

and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

ARTICLE XII 

SINKING FUNDS 

Section 12.1 Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of 

Securities of a series except as otherwise specified as contemplated by Section 3.1 for the 

Securities of such series. 

The minimum amount of any sinking fund payment provided for by the terms of 

Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any 

payment in excess of such minimum amount provided for by the terms of Securities of any series 

is herein referred to as an “optional sinking fund payment.” If provided for by the terms of 

Securities of any series, the cash amount of any sinking fund payment may be subject to 

reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the 

redemption of Securities as provided for by the terms of Securities of such series. 
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Section 12.2 Satisfaction of Sinking Fund Payments with Securities.

Unless the form or terms of any series of Securities shall provide otherwise, the Company 

(1) may deliver to the Trustee Outstanding Securities of a series (other than any previously called 

for redemption) and (2) may apply as a credit Securities of a series which have been redeemed 

either at the election of the Company pursuant to the terms of such Securities or through the 

application of permitted optional sinking fund payments pursuant to the terms of such Securities, 

in each case in satisfaction of all or any part of any sinking fund payment with respect to any 

Securities of such series required to be made pursuant to the terms of such Securities as provided 

for by the terms of such Securities; provided that such Securities have not been previously so 

credited. Such Securities shall be received and credited for such purpose by the Trustee at the 

Redemption Price specified in such Securities for redemption through operation of the sinking 

fund and the amount of such sinking fund payment shall be reduced accordingly. 

Section 12.3 Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities 

the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the 

next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion 

thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which 

is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.2 and 

will also deliver to the Trustee any Securities to be so delivered. Not less than 45 days before 

each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon 

such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the 

redemption thereof to be given in the name of and at the expense of the Company in the manner 

provided in Section 11.4. The Company shall deposit the amount of cash, if any, required for 

such sinking fund payment with the Trustee in the manner provided in Section 11.5. Such notice 

having been duly given, the redemption of such Securities shall be made upon the terms and in 

the manner stated in Sections 11.6 and 11.7. 

ARTICLE XIII 

EXTENSION OF INTEREST PAYMENT PERIOD 

Section 13.1 Extension of Interest Payment Period.

So long as no Event of Default shall have occurred and be continuing, the Company shall 

have the right, at any time and from time to time during the term of the Securities of any series, 

to defer payments of interest by extending the interest payment period of all Securities of such 

series for a period not exceeding 20 consecutive quarters (the “Extended Interest Payment 

Period”), during which Extended Interest Payment Period no interest shall be due and payable on 

Securities of such series; provided that no Extended Interest Payment Period may extend beyond 

the Maturity of such Securities. To the extent permitted by applicable law, interest, the payment 

of which has been deferred because of the extension of the interest payment period pursuant to 

this Section 13.1, will bear interest thereon at the Coupon Rate compounded quarterly for each 

quarter of the Extended Interest Payment Period (“Compounded Interest”). At the end of any 

Extended Interest Payment Period with respect to any series of Securities, the Company shall pay 

all interest accrued and unpaid on such Securities, including any Additional Interest and 

Compounded Interest (together, “Deferred Interest”) that shall be payable to the Holders of 
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Securities of such Series in whose names such Securities are registered in the Security Register 

on the record date immediately preceding the end of such Extended Interest Payment Period. For 

the avoidance of doubt, the Company shall have the right to make partial payments of interest on 

any Interest Payment Date during an Extended Interest Payment Period. Before the termination 

of any Extended Interest Payment Period, the Company may further extend such period; 

provided that such period, together with all such further extensions thereof, shall not exceed 20 

consecutive quarters; and provided further that no prepayment of interest during an Extended 

Interest Payment Period shall allow the Company to extend such Extended Interest Payment 

Period beyond 20 consecutive quarters. Upon the termination of any Extended Interest Payment 

Period with respect to any series of Securities and upon the payment of all Deferred Interest then 

due, the Company may commence a new Extended Interest Payment Period with respect to such 

series of Securities, subject to the foregoing requirements. No interest on a series of Securities 

shall be due and payable during an Extended Interest Payment Period with respect thereto, 

except at the end thereof, provided the Company may prepay at any time all or any portion of the 

interest accrued during any Extended Interest Payment Period. 

Section 13.2 Notice of Extension.

(a) If the Institutional Trustee of a GMAC Trust is the only Holder of Securities of a 

series at the time the Company selects an Extended Interest Payment Period with respect thereto, 

the Company shall give written notice to the Administrative Trustees and the Institutional 

Trustee of such GMAC Trust and to the Trustee of its selection of such Extended Interest 

Payment Period at least one Business Day before the earlier of (i) the next succeeding date on 

which Distributions on the Trust Securities issued by such GMAC Trust would be payable, if not 

for such Extended Interest Payment Period, or (ii) the date such GMAC Trust is required to give 

notice of the record date, or the date such Distributions are payable, to the New York Stock 

Exchange or other applicable self-regulatory organization or to holders of the Trust Preferred 

Securities issued by such GMAC Trust, but in any event at least one Business Day before such 

record date. 

(b) If the Institutional Trustee of a GMAC Trust is not the only Holder of Securities 

of a series at the time the Company selects an Extended Interest Payment Period with respect 

thereto, the Company shall give written notice to the Holders of Securities of such series, the 

Administrative Trustees and the Trustee of its selection of such Extended Interest Payment 

Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment 

Date, or (ii) the date the Company is required to give notice of the record or payment date of 

such interest payment to the New York Stock Exchange or other applicable self-regulatory 

organization or to Holders of Securities of such series. 

(c) The quarter in which any notice is given pursuant to paragraphs (a) or (b) of this 

Section 13.2 shall be counted as one of the 20 quarters permitted in the maximum Extended 

Interest Payment Period with respect to any series of Securities. 

(d) Notwithstanding anything else contained in this Indenture, the Company shall be 

required to give notice to any Person of its selection of an Extended Interest Payment Period no 

more than 15 Business Days and no less than 5 Business Days before the next succeeding 

Interest Payment Date of the affected Securities. 
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Section 13.3 Limitation of Transactions.

If with respect to any series of Securities (i) the Company shall exercise its right to defer 

payments of interest thereon as provided in Section 13.1 or (ii) there shall have occurred and be 

continuing any Default, then (a) the Company and any subsidiary of the Company (other than a 

subsidiary that is a depository institution, or a subsidiary thereof) shall not declare or pay any 

dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a 

liquidation payment with respect to, any of the Company’s capital stock or make any guarantee 

payment with respect thereto (other than (i) redemptions, purchases or other acquisitions of 

shares of capital stock of the Company in connection with the administration of any employee 

benefit plan in the ordinary course of business and consistent with past practice, (ii) the 

acquisition by the Company or any of its subsidiaries of record ownership in capital stock of the 

Company for the beneficial ownership of any other persons (other than the Company or any of 

its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of 

any class or series of the Company’s capital stock for any other class or series of the Company’s 

capital stock, in each case, solely to the extent required pursuant to binding contractual 

agreements entered into prior to or on the original issue date of the Securities of this series or any 

subsequent agreement for the accelerated exercise, settlement or exchange thereof for capital 

stock of the Company, (iv) distributions by or among any wholly-owned subsidiary of the 

Company, (v) redemptions of securities held by the Company or any wholly-owned subsidiary of 

the Company, and (vi) unpaid tax distributions to holders of membership interests of GMAC 

LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009), and 

(b) the Company and any subsidiary of the Company (other than a subsidiary that is a depository 

institution, or a subsidiary thereof) shall not make any payment of interest on or principal of (or 

premium, if any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by 

the Company which rank pari passu with or junior to the Securities (“Junior Subordinated 

Indebtedness”) (other than (i) redemptions, purchases or other acquisitions of Junior 

Subordinated Indebtedness in connection with the administration of any employee benefit plan in 

the ordinary course of business and consistent with past practice, (ii) the acquisition by the 

Company or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for 

the beneficial ownership of any other persons (other than the Company or any of its 

subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of 

any class or series of Junior Subordinated Indebtedness for any other class or series of Junior 

Subordinated Indebtedness, (iv) redemptions of securities held by the Company or any whollyowned subsidiary of the Company and (v) any payment of interest on Junior Subordinated 

Indebtedness paid pro rata with interest paid on the Securities of such series such that the 

respective amounts of such payments made shall bear the same ratio to each other as all accrued 

but unpaid interest per like-amount of such Securities and all Junior Subordinated Indebtedness 

bear to each other), provided, however, the restrictions in the foregoing clauses (a) and (b) will 

not apply to (i) any stock dividends paid by the Company where the dividend stock is the same 

stock as that on which the dividend is being paid or (ii) dividends or distributions by or other 

transactions solely among the Company and any wholly-owned subsidiary of the Company or 

solely among wholly-owned subsidiaries of the Company. 
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ARTICLE XIV 

SUBORDINATION OF SECURITIES

Section 14.1 Agreement to Subordinate.

(a) The Company covenants and agrees, and each Holder of Securities issued 

hereunder by such Holder’s acceptance thereof likewise covenants and agrees, that all Securities 

shall be issued subject to the provisions of this Article XIV; and each Holder of a Security, 

whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be 

bound by such provisions. 

(b) The payment by the Company of the principal of, premium, if any, and interest on 

all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be 

subordinated and junior in right of payment to the prior payment in full of all Senior 

Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter 

incurred.

(c) No provision of this Article XIV shall prevent the occurrence of any Default 

hereunder.

Section 14.2 Default on Senior Indebtedness.

(a) In the event and during the continuation of any default by the Company in the 

payment of principal, premium, interest or any other payment due on any Senior Indebtedness of 

the Company, as the case may be, or in the event that the maturity of any Senior Indebtedness of 

the Company, as the case may be, has been accelerated because of a default, then, in either case, 

no payment shall be made by the Company with respect to the principal (including redemption 

payments) of, or premium, if any, or interest on, the Securities or to acquire any of the Securities 

(except sinking fund payments made in Securities acquired by the Company prior to such 

default): 

(b) In the event that, notwithstanding the foregoing, any payment shall be received by 

the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own 

Paying Agent, money for any such payment is segregated and held in trust) when such payment 

is prohibited by the preceding paragraph of this Section 14.2, before all Senior Indebtedness of 

the Company is paid in full, or provision is made for such payment in money in accordance with 

its terms, such payment shall be held in trust for the benefit of, and shall be paid over or 

delivered to, the holders of Senior Indebtedness of the Company or their respective 

representatives, or to the trustee or trustees under any indenture pursuant to which any of such 

Senior Indebtedness may have been issued, as their respective interests may appear, ratably 

according to the aggregate amount remaining unpaid on account of the principal, premium, 

interest or any other payment due on the Senior Indebtedness held or represented by each, for 

application to the payment of all Senior Indebtedness of the Company, as the case may be, 

remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in 

accordance with its terms, after giving effect to any concurrent payment or distribution to or for 

the benefit of the holders of such Senior Indebtedness, but only to the extent that the holders of 

the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee 

in writing within 90 days of such payment of the amounts then due and owing on the Senior 
 - 69 - 

Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the 

holders of Senior Indebtedness. 

Section 14.3 Liquidation; Dissolution; Bankruptcy.

(a) Upon any payment by the Company or distribution of assets of the Company of 

any kind or character, whether in cash, property or securities, to creditors upon any dissolution or 

winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or 

in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior 

Indebtedness of the Company shall first be paid in full, or payment thereof provided for in 

money in accordance with its terms, before any payment is made by the Company on account of 

the principal (and premium, if any) or interest on the Securities; and upon any such dissolution or 

winding-up or liquidation or reorganization, any payment by the Company, or distribution of 

assets of the Company of any kind or character, whether in cash, property or securities, to which 

the Holders of the Securities or the Trustee would be entitled to receive, except for the provisions 

of this Article XIV, shall be paid by the Company or by any receiver, trustee in bankruptcy, 

liquidating trustee, agent or other Person making such payment or distribution, or by the Holders 

of the Securities or by the Trustee under this Indenture if received by them or it, directly to the 

holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the 

respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) 

or their representative or representatives, or to the trustee or trustees under any indenture 

pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, 

as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness 

in full, in money or money’s worth, after giving effect to any concurrent payment or distribution 

to or for the holders of such Senior Indebtedness, before any payment or distribution is made to 

the Holders of Securities or to the Trustee. 

(b) In the event that, notwithstanding the foregoing, any payment or distribution of 

assets of the Company of any kind or character, whether in cash, property or securities, 

prohibited by the foregoing, shall be received by the Trustee, by any Holder or by any Paying 

Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is 

segregated and held in trust) before all Senior Indebtedness of the Company is paid in full, or 

provision is made for such payment in money in accordance with its terms, such payment or 

distribution shall be held in trust for the benefit of and shall be paid over or delivered to the 

holders of such Senior Indebtedness or their representative or representatives, or to the trustee or 

trustees under any indenture pursuant to which any of such Senior Indebtedness may have been 

issued, as their respective interests may appear, ratably according to the aggregate amount 

remaining unpaid on account of the principal, premium, interest or any other payment due on the 

Senior Indebtedness held or represented by each, as calculated by the Company, for application 

to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid 

to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its 

terms, after giving effect to any concurrent payment or distribution to or for the benefit of the 

holders of such Senior Indebtedness. 

(c) For purposes of this Article XIV, the words “cash, property or securities” shall 

not be deemed to include shares of stock of the Company as reorganized or readjusted, or 

securities of the Company or any other corporation provided for by a plan of reorganization or 

readjustment, the payment of which is subordinated at least to the extent provided in this Article 
 - 70 - 

XIV with respect to the Securities to the payment of all Senior Indebtedness of the Company, as 

the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness 

is assumed by the new corporation, if any, resulting from any such reorganization or 

readjustment, and (ii) the rights of the holders of such Senior Indebtedness are not, without the 

consent of such holders, altered by such reorganization or readjustment. The consolidation of the 

Company with, or the merger of the Company into, another corporation or the liquidation or 

dissolution of the Company following the conveyance or transfer of its property as an entirety, or 

substantially as an entirety, to another corporation upon the terms and conditions provided for in 

Article VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the 

purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, 

merger, conveyance or transfer, comply with the conditions stated in Article VIII. Nothing in 

Section 14.2 or in this Section 14.3 shall apply to claims of, or payments to the Trustee under or 

pursuant to Section 6.7. 

Section 14.4 Subrogation.

(a) Subject to the payment in full of all Senior Indebtedness of the Company, the 

rights of the Holders of the Securities shall be subrogated to the rights of the holders of such 

indebtedness to receive payments or distributions of cash, property or securities of the Company, 

as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if 

any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, 

no payments or distributions to the holders of such Senior Indebtedness of any cash, property or 

securities to which the Holders of the Securities or the Trustee would be entitled except for the 

provisions of this Article XIV, and no payment over pursuant to the provisions of this Article 

XIV to or for the benefit of the holders of such Senior Indebtedness by Holders of the Securities 

or the Trustee, shall, as between the Company, its creditors other than Holders of Senior 

Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by 

the Company to or on account of such Senior Indebtedness. It is understood that the provisions 

of this Article XIV are and are intended solely for the purposes of defining the relative rights of 

the Holders of the Securities, on the one hand, and the holders of such Senior Indebtedness on 

the other hand. 

(b) Nothing contained in this Article XIV or elsewhere in this Indenture or in the 

Securities is intended to or shall impair, as between the Company, its creditors other than the 

holders of Senior Indebtedness of the Company, and the Holders of the Securities, the obligation 

of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the 

principal of (and premium, if any) and interest on the Securities as and when the same shall 

become due and payable in accordance with their terms, or is intended to or shall affect the 

relative rights of the Holders of the Securities and creditors of the Company, as the case may be, 

other than the holders of Senior Indebtedness of the Company, as the case may be, nor shall 

anything herein or therein prevent the Trustee or the Holder of any Security from exercising all 

remedies otherwise permitted by applicable law upon default under the Indenture, subject to the 

rights, if any, under this Article XIV of the holders of such Senior Indebtedness in respect of 

cash, property or securities of the Company, as the case may be, received upon the exercise of 

any such remedy. 

(c) Upon any payment or distribution of assets of the Company referred to in this 

Article XIV, the Trustee, subject to the provisions of Section 6.1, and the Holders of the 
 - 71 - 

Securities shall be entitled to conclusively rely upon any order or decree made by any court of 

competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization 

proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation 

trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to 

the Holders of the Securities, for the purposes of ascertaining the Persons entitled to participate 

in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, 

as the case may be, the amount thereof or payable thereon, the amount or amounts paid or 

distributed thereon and all other facts pertinent thereto or to this Article XIV. 

Section 14.5 Trustee to Effectuate Subordination.

Each Holder of Securities by such Holder’s acceptance thereof authorizes and directs the 

Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to 

effectuate the subordination provided in this Article XIV and appoints the Trustee such Holder’s 

attorney-in-fact for any and all such purposes. 

Section 14.6 Notice by the Company.

The Company shall give prompt written notice to a Responsible Officer of the Trustee of 

any fact known to the Company that would prohibit the making of any payment of monies to or 

by the Trustee in respect of the Securities pursuant to the provisions of this Article XIV. 

Notwithstanding the provisions of this Article XIV or any other provision of this Indenture, the 

Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the 

making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the 

provisions of this Article XIV, unless and until a Responsible Officer of the Trustee shall have 

received written notice thereof from the Company or a holder or holders of Senior Indebtedness 

or their representative or representatives or from any trustee therefor; and before the receipt of 

any such written notice, the Trustee, subject to the provisions of Section 6.1 shall be entitled in 

all respects to assume that no such facts exist; provided, however, that if the Trustee shall not 

have received the notice provided for in this Section 14.6 at least three Business Days prior to the 

date upon which by the terms hereof any money may become payable for any purpose 

(including, without limitation, the payment of the principal of (or premium, if any) or interest on 

any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall 

have full power and authority to receive such money and to apply the same to the purposes for 

which they were received, and shall not be affected by any notice to the contrary that may be 

received by it within three Business Days prior to such date. 

The Trustee, subject to the provisions of Section 6.1, shall be entitled to conclusively rely 

on the delivery to it of a written notice by a Person representing himself to be a holder of Senior 

Indebtedness of the Company, as the case may be (or a trustee on behalf of such holder), to 

establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on 

behalf of any such holder or holders. In the event that the Trustee determines in good faith that 

further evidence is required with respect to the right of any Person as a holder of such Senior 

Indebtedness to participate in any payment or distribution pursuant to this Article XIV, the 

Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee 

as to the amount of such Senior Indebtedness held by such Person, the extent to which such 

Person is entitled to participate in such payment or distribution and any other facts pertinent to 

the rights of such Person under this Article XIV, and, if such evidence is not furnished, the 
 - 72 - 

Trustee may defer any payment to such Person pending judicial determination as to the right of 

such Person to receive such payment. 

Section 14.7 Rights of the Trustee; Holders of Senior Indebtedness.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this 

Article XIV in respect of any Senior Indebtedness at any time held by it, to the same extent as 

any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee 

of any of its rights as such holder. 

With respect to the holders of Senior Indebtedness of the Company, the Trustee 

undertakes to perform or to observe only such of its covenants and obligations as are specifically 

set forth in this Article XIV, and no implied covenants or obligations with respect to the holders 

of such Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee 

shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, 

subject to the provisions of Section 6.1, the Trustee shall not be liable to any holder of such 

Senior Indebtedness if it shall pay over or deliver to Holders of Securities, the Company or any 

other Person money or assets to which any holder of such Senior Indebtedness shall be entitled 

by virtue of this Article XIV or otherwise. 

Section 14.8 Subordination May Not Be Impaired.

No right of any present or future holder of any Senior Indebtedness of the Company to 

enforce subordination as herein provided shall at any time in any way be prejudiced or impaired 

by any act or failure to act on the part of the Company, as the case may be, or by any act or 

failure to act, in good faith, by any such holder, or by any noncompliance by the Company, as 

the case may be, with the terms, provisions and covenants of this Indenture, regardless of any 

knowledge thereof that any such holder may have or otherwise be charged with. 

Without in any way limiting the generality of the foregoing paragraph, the holders of 

Senior Indebtedness of the Company may, at any time and from time to time, without the consent 

of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the 

Holders of the Securities and without impairing or releasing the subordination provided in this 

Article XIV or the obligations hereunder of the Holders of the Securities to the holders of such 

Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms 

of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or 

otherwise amend or supplement in any manner such Senior Indebtedness or any instrument 

evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) 

sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise 

securing such Senior Indebtedness; (iii) release any Person liable in any manner for the 

collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights 

against the Company, as the case may be, and any other Person. 

Section 14.9 Trustee’s Compensation Not Prejudiced.

Nothing in this Article XIV shall apply to amounts due to the Trustee pursuant to Section 

6.7 of this Indenture. 
 - 73 - 

ARTICLE XV 

MISCELLANEOUS 

Section 15.1 Acknowledgement of Rights.

The Company acknowledges that, with respect to any Securities held by a GMAC Trust 

or a trustee of such Trust, if the Institutional Trustee of such GMAC Trust fails to enforce its 

rights under this Indenture as the Holder of the series of Securities held as the assets of such 

GMAC Trust, any holder of Trust Preferred Securities of such GMAC Trust may institute legal 

proceedings directly against the Company to enforce such Institutional Trustee’s rights under this 

Indenture without first instituting any legal proceedings against such Institutional Trustee or any 

other person or entity. 

Notwithstanding the foregoing, if a Default has occurred and is continuing and such event 

is attributable to the failure of the Company to pay interest or principal (or premium, if any) on 

the applicable series of Securities on the date such interest or principal (or premium, if any) is 

otherwise payable (or in the case of redemption, on the redemption date), the Company 

acknowledges that a holder of Trust Securities issued by the GMAC Trust which is, or the 

Institutional Trustee of which is, the Holder of such Securities may directly institute a 

proceeding for enforcement of payment to such holder of the principal of or interest on (or 

premium, if any) the applicable series of Securities having a principal amount equal to the 

aggregate liquidation amount of the Trust Securities of such holder (a “Direct Action”) on or 

after the respective due date specified of such holder on or after the respective due date specified 

in the applicable series of Securities. Notwithstanding any payments made to such holder of 

Trust Securities by the Company in connection with a Direct Action, the Company shall remain 

obligated to pay the principal of or interest on (or premium, if any) the series of Securities held 

by a GMAC Trust or the Institutional Trustee of a GMAC Trust, and the Company shall be 

subrogated to the rights of the holder of such Trust Securities to the extent of any payments made 

by the Company to such holder in any Direct Action. 

Section 15.2 Counterparts.

This instrument may be executed in any number of counterparts, each of which so 

executed shall be deemed to be an original, but all such counterparts shall together constitute but 

one and the same instrument. Delivery of an executed signature page of this Indenture by 

facsimile or electronic (including PDF) transmission shall be effective as delivery of a manually 

executed counterpart thereof. 


EXHIBIT A

 - 1 - 

[FORM OF CERTIFICATE TO BE DELIVERED UPON 

TRANSFER OF SECURITIES] 

GMAC Inc. 

200 Renaissance Center

P.O. Box 200

Detroit, Michigan 48265-2000 

Facsimile: (313) 656-6214

Attention: General Counsel 

The Bank of New York Mellon 

101 Barclay Street — 8W 

New York, New York 10286 

Attention: Corporate Trust Administration 

Re: ____ Junior Subordinated Deferrable Interest Debentures due ___________ (the 

“Securities”) CUSIP # [____________] 

Reference is hereby made to that certain indenture dated as of December 30, 2009 (the 

“Indenture”), between GMAC Inc. and The Bank of New York Mellon, as trustee (the 

“Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in 

the Indenture. 

This certificate relates to $_____ principal amount of Securities held in definitive form 

by the undersigned. 

The undersigned, _____________________ (transferor), hereby requests the Trustee to 

transfer a Security or Securities to _____________________ (transferee). 

In connection with such transfer of the Security or Securities, the undersigned confirms 

that such Securities are being transferred in accordance with their terms: 

CHECK ONE BOX BELOW:

 to GMAC Inc. or any subsidiary thereof; or 

 to a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 

144A”) under the Securities Act of 1933, as amended (the “Securities Act”) and 

in compliance with Rule 144A or (B) an institutional “accredited investor” within 

the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the 

Securities Act; 

 pursuant to an exemption from registration provided by Rule 144 under the 

Securities Act or any other available exemption from the registration requirements 

of the Securities Act. 
EXHIBIT A

 - 2 - 

Unless one of the boxes is checked, the Security Registrar will refuse to register the 

transfer of any of the Securities referenced in this certificate. 

Signature

Signature Guarantee: 

(Signature must be guaranteed by a 

participant in a recognized signature 

guarantee medallion program) 

TO BE COMPLETED BY PURCHASER IF THE SECOND BOX ABOVE IS CHECKED. 

The undersigned represents and warrants that: (initial applicable statement)

______ it and any account for which it is acting is a “qualified institutional buyer” within 

the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), (ii) it 

exercises sole investment discretion with respect to each such account, and (iii) it is aware that 

the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such 

information as the undersigned has requested pursuant to Rule 144A or has determined not to 

request such information and that it is aware that the transferor is relying upon the undersigned’s 

foregoing representations in order to claim the exemption from registration provided by Rule 

144A; or

______ it is an institutional “accredited investor” within the meaning of subparagraph 

(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act purchasing for its own account or for 

the account of such an “accredited investor”, and it is acquiring the Securities for investment 

purposes and not with a view to, or for offer or sale in connection with, any distribution in 

violation of the Securities Act, and it has such knowledge and experience in financial and 

business matters as to be capable of evaluation the merits and risks of its investment in the 

Securities, and it and any account for which it is acting is able to bear the economic risks of the 

investment. 

[Name of Transferee] 

By:

Name:1

Date:

1

 To be signed by an executive officer. 
EXHIBIT B 

 - 1 - 

[FORM OF CERTIFICATE TO BE DELIVERED BY QIBs 

IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] 

GMAC Inc. 

200 Renaissance Center

P.O. Box 200

Detroit, Michigan 48265-2000 

Facsimile: (313) 656-6214 

Attention: General Counsel 

The Bank of New York Mellon 

101 Barclay Street — 8W 

New York, New York 10286 

Attention: Corporate Trust Administration 

Re: [___] Junior Subordinated Deferrable Interest Debentures due ________ (the 

“Securities”) CUSIP # [____________]

Ladies and Gentlemen: 

In connection with our proposed sale of $____________________ aggregate principal 

amount at maturity of the Securities (the “Subject Securities”), we hereby certify that such 

transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the 

United States Securities Act of 1933, as amended, and, accordingly, we hereby further certify 

that the Subject Securities are being transferred to a person that we reasonably believe is 

purchasing the Subject Securities for its own account, or for one or more accounts with respect to 

which such person exercises sole investment discretion, and such person and each such account 

is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the 

requirements of Rule 144A and such Subject Securities are being transferred in compliance with 

any applicable securities laws of any state of the United States. 

The Bank of New York Mellon and GMAC Inc. are entitled to rely upon this letter and 

are irrevocably authorized to produce this letter or a copy hereof to any interested party in any 

administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

Very truly yours, 

[Name of Transferor] 

By:

Name:2

Date:

2

 To be signed by an authorized signatory. 
Execution Copy 

TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT 

GMAC Inc. 

Dated as of December 30, 2009 
 - i - 

TABLE OF CONTENTS 

Page 

ARTICLE I DEFINITIONS AND INTERPRETATION................................................................1 

Section 1.1 Definitions and Interpretation......................................................................1 

ARTICLE II TRUST INDENTURE ACT ......................................................................................4 

Section 2.1 Trust Indenture Act; Application.................................................................4 

Section 2.2 Lists of Holders of Securities.......................................................................5 

Section 2.3 Reports by the Guarantee Trustee................................................................5 

Section 2.4 Reports to Guarantee Trustee.......................................................................5 

Section 2.5 Evidence of Compliance with Conditions Precedent...................................5 

Section 2.6 Events of Default; Waiver ...........................................................................6 

Section 2.7 Event of Default; Notice ..............................................................................6 

Section 2.8 Conflicting Interests.....................................................................................6 

ARTICLE III POWERS, DUTIES AND RIGHTS OF CAPITAL GUARANTEE 

TRUSTEE....................................................................................................6 

Section 3.1 Powers and Duties of the Guarantee Trustee...............................................6 

Section 3.2 Certain Rights of Guarantee Trustee............................................................8 

Section 3.3 Not Responsible for Recitals or Issuance of Guarantee.............................10 

ARTICLE IV CAPITAL GUARANTEE TRUSTEE....................................................................10 

Section 4.1 Guarantee Trustee; Eligibility....................................................................10 

Section 4.2 Appointment, Removal and Resignation of Guarantee Trustees...............11 

ARTICLE V GUARANTEE .........................................................................................................11 

Section 5.1 Guarantee ...................................................................................................11 

Section 5.2 Waiver of Notice and Demand ..................................................................12 

Section 5.3 Obligations Not Affected...........................................................................12 

Section 5.4 Rights of Holders .......................................................................................13 

Section 5.5 Guarantee of Payment................................................................................13 

Section 5.6 Subrogation................................................................................................13 

Section 5.7 Independent Obligations ............................................................................14 

ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION ................................14 

Section 6.1 Limitation of Transactions.........................................................................14 

Section 6.2 Subordination.............................................................................................15 

Section 6.3 Pari Passu Guarantees................................................................................15 
 - ii - 

ARTICLE VII TERMINATION ...................................................................................................15 

Section 7.1 Termination................................................................................................15 

ARTICLE VIII INDEMNIFICATION..........................................................................................16 

Section 8.1 Exculpation ................................................................................................16 

Section 8.2 Compensation; Expenses; Indemnification................................................16 

ARTICLE IX MISCELLANEOUS ...............................................................................................17 

Section 9.1 Successors and Assigns..............................................................................17 

Section 9.2 Amendments ..............................................................................................17 

Section 9.3 Notices .......................................................................................................17 

Section 9.4 Benefit........................................................................................................18 

Section 9.5 Governing Law; Waiver of Trial by Jury ..................................................18 
TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT 

This GUARANTEE AGREEMENT (the “Guarantee Agreement”), dated as of December 

30, 2009, is executed and delivered by GMAC Inc., a Delaware corporation (the “Guarantor”), 

and The Bank of New York Mellon, as trustee (the “Guarantee Trustee”), for the benefit of the 

Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined 

herein) of GMAC Capital Trust I, a Delaware statutory trust (the “Issuer”). 

WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the 

“Declaration”), dated as of December 30, 2009, among the trustees of the Issuer named therein, 

the Guarantor, as sponsor, and the holders from time to time of undivided beneficial interests in 

the assets of the Issuer, the Issuer is issuing on the date hereof 2,667,000 preferred securities, 

having an aggregate liquidation amount of $2,667,000,000, designated the 8.0% Trust Preferred 

Securities (the “Trust Preferred Securities”); 

WHEREAS, as incentive for the Holders to purchase the Trust Preferred Securities, the 

Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this 

Guarantee Agreement, to pay to the Holders the Guarantee Payments (as defined herein) and to 

make certain other payments on the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the purchase by each Holder of Trust Preferred 

Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the 

Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders. 

ARTICLE I 

DEFINITIONS AND INTERPRETATION 

Section 1.1 Definitions and Interpretation. 

In this Guarantee Agreement, unless the context otherwise requires: 

(a) Capitalized terms used in this Guarantee Agreement but not defined in the 

preamble above have the respective meanings assigned to them in this Section 1.1; 

(b) a term defined anywhere in this Guarantee Agreement has the same meaning 

throughout; 

(c) all references to “the Guarantee Agreement” or “this Guarantee Agreement” are 

to this Guarantee Agreement as modified, supplemented or amended from time to time; 

(d) all references in this Guarantee Agreement to Articles and Sections are to Articles 

and Sections of this Guarantee Agreement, unless otherwise specified; 

(e) a term defined in the Trust Indenture Act has the same meaning when used in this 

Guarantee Agreement, unless otherwise defined in this Guarantee Agreement or unless the 

context otherwise requires; and 

(f) a reference to the singular includes the plural and vice versa. 
 - 2 - 

“Authorized Officer” of a Person means any Person that is authorized to bind such 

Person. 

“Affiliate” means, with respect to any Person, any other Person that, directly or 

indirectly, whether through one of more intermediaries, Controls, is Controlled by or is under 

common Control with such Person, excluding any employee benefit plan or related trust; 

provided that (i) the Trust shall not be deemed to be an Affiliate of the Sponsor and (ii) the 

United States Department of the Treasury shall not be deemed to be an Affiliate of the Sponsor 

for purposes hereof. 

“Business Day” means any day other than a Saturday, Sunday or a day on which banking 

institutions in the City of New York, New York are permitted or required by any applicable law 

or regulation to close. 

“Closing Date” means December 30, 2009. 

“Control,” “Controlled” or “Controlling” means, with respect to any Person, any 

circumstance in which such Person is directly or indirectly controlled by another Person by 

virtue of the latter Person having the power to (i) elect, or cause the election of (whether by way 

of voting capital stock, by contract, trust or otherwise), the majority of the members of the board 

of directors or a similar governing body of the first Person, or (ii) direct (whether by way of 

voting capital stock, by contract, trust or otherwise) the affairs and policies of such Person. 

“Corporate Trust Office” means the office of the Guarantee Trustee at which the 

corporate trust business of the Guarantee Trustee shall, at any particular time, be principally 

administered, which office at the date of execution of this Agreement is located at 101 Barclay 

Street-8W, New York, New York 10286. 

“Covered Person” means any Holder or beneficial owner of Trust Preferred Securities. 

“Debentures” means the series of junior subordinated debt securities of the Guarantor 

designated the 8.0% Junior Subordinated Deferrable Interest Debentures due February 15, 2040 

held by the Institutional Trustee (as defined in the Declaration) of the Issuer. 

“Event of Default” means a default by the Guarantor on any of its payment or other 

obligations under this Guarantee Agreement. 

“Guarantee Payments” means the following payments or distributions, without 

duplication, with respect to the Trust Preferred Securities, to the extent not paid or made by or on 

behalf of the Issuer: (i) any accrued and unpaid Distributions (as defined in Annex I to the 

Declaration) that are required to be paid on the Trust Preferred Securities, to the extent the Issuer 

has funds available therefor at such time, (ii) the redemption price of $1,000 per Trust Preferred 

Security, plus all accrued and unpaid Distributions to the date of redemption (the “Redemption 

Price”), to the extent that the Issuer has funds available therefor, with respect to any Trust 

Preferred Securities called for redemption by the Issuer and (iii) upon a voluntary or involuntary 

dissolution, winding-up or termination of the Issuer (other than in connection with the 

distribution of Debentures to the Holders in exchange for Trust Preferred Securities as provided 

in the Declaration or the redemption of all of the Trust Preferred Securities upon the maturity or 
 - 3 - 

redemption of all of the Debentures as provided in the Declaration) the lesser of (a) the aggregate 

of the liquidation amount of $1,000 per Trust Preferred Security and all accrued and unpaid 

Distributions on the Trust Preferred Securities to the date of payment, or (b) the amount of assets 

of the Issuer remaining for distribution to Holders in liquidation of the Issuer (in either case, the 

“Liquidation Distribution”). 

“Guarantee Trustee” means The Bank of New York Mellon, until a Successor Guarantee 

Trustee has been appointed and has accepted such appointment pursuant to the terms of this 

Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee. 

“Holder” shall mean any holder, as registered on the books and records of the Issuer, of 

any Trust Preferred Securities; provided, however, that (subject to Section 2.1(a) hereof) in 

determining whether the holders of the requisite percentage of Trust Preferred Securities have 

given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, 

any Affiliate of the Guarantor or the Guarantee Trustee. 

“Indemnified Person” means the Guarantee Trustee, any Affiliate of the Guarantee 

Trustee, or any officers, directors, shareholders, members, partners, employees, representatives, 

nominees, custodians or agents of the Guarantee Trustee. 

“Indenture” means the Indenture dated as of December 30, 2009, as amended or 

supplemented from time to time, among the Guarantor and The Bank of New York Mellon, as 

trustee, and any indenture supplemental thereto, pursuant to which the Debentures are to be 

issued to the Institutional Trustee of the Issuer. 

“Junior Subordinated Indebtedness” has the meaning provided in Section 6.1. 

“List of Holders” has the meaning provided in Section 2.2(a). 

“Majority in liquidation amount of Trust Preferred Securities” means, except as provided 

by the Trust Indenture Act (subject to Section 2.1(a) hereof), a vote by Holder(s), voting 

separately as a class (which vote may be by written consent), holding Trust Preferred Securities 

representing more than 50% of the aggregate liquidation amount (including the stated amount 

that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid 

Distributions to the date upon which the voting percentages are determined) of all outstanding 

Trust Preferred Securities. 

“Officers’ Certificate” means, with respect to any Person, a certificate signed by two 

Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to 

compliance with a condition or covenant provided for in this Guarantee Agreement shall include: 

(a) a statement that each officer signing the Officers’ Certificate has read the 

covenant or condition and the definitions relating thereto; 

(b) a brief statement of the nature and scope of the examination or investigation 

undertaken by each officer in rendering the Officers’ Certificate; 
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(c) a statement that each such officer has made such examination or investigation as, 

in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to 

whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether, in the opinion of each such officer, such condition or 

covenant has been complied with. 

“Person” means a legal person, including any individual, corporation, estate, partnership, 

joint venture, association, joint stock company, limited liability company, trust, unincorporated 

association, or government or any agency or political subdivision thereof, or any other entity of 

whatever nature. 

“Responsible Officer” means, with respect to the Guarantee Trustee, any officer within 

the Corporate Trust Office of the Guarantee Trustee with direct responsibility for the 

administration of this Guarantee Agreement and also means, with respect to a particular 

corporate trust matter, any other officer to whom such matter is referred because of that officer’s 

knowledge of and familiarity with the particular subject. 

“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the 

qualifications to act as Guarantee Trustee under Section 4.1. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended. 

“U.S. Government” means any of (i) the federal government of the United States of 

America, (ii) any instrumentality or agency of the federal government of the United States of 

America and (iii) any Person wholly-owned by, or the sole beneficiary of which is, the federal 

government of the United States of America or any instrumentality or agency thereof. 

ARTICLE II 

TRUST INDENTURE ACT 

Section 2.1 Trust Indenture Act; Application. 

(a) Except as otherwise expressly provided herein, the Trust Indenture Act shall 

apply as a matter of contract to this Guarantee Agreement for purposes of interpretation, 

construction and defining the rights and obligations hereunder, and this Guarantee Agreement, 

the Guarantor and the Guarantee Trustee shall be deemed for all purposes hereof to be subject to 

and governed by the Trust Indenture Act to the same extent as would be the case if this 

Guarantee Agreement were qualified under that Act on the date of this Guarantee Agreement; 

provided, however, that Trust Preferred Securities held by the U.S. Government shall not be 

disregarded under the terms of the final paragraph of Section 316(a) of the Trust Indenture Act. 

Upon and following qualification of this Guarantee Agreement as an indenture under the Trust 

Indenture Act, this Guarantee Agreement shall be subject to the provisions of the Trust Indenture 

Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, 

be governed by such provisions, subject to any applicable exemptive order issued by the 

Commission, including any such order addressing the final paragraph of Section 316(a) of the 

Trust Indenture Act. 
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(b) If and to the extent that any provision of this Guarantee Agreement limits, 

qualifies or conflicts with the duties required to be imposed by Section 310 to 317, inclusive, of 

the Trust Indenture Act, and such duties are not expressly excluded by this Guarantee Agreement 

as permitted by the Trust Indenture Act, such imposed duties shall control. If any provision of 

this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act which 

may be so modified or excluded, such provision shall be deemed to apply to this Guarantee 

Agreement as so modified or to be excluded, as the case may be. 

Section 2.2 Lists of Holders of Securities. 

(a) The Guarantor shall provide or cause to be provided to the Guarantee Trustee 

with a list, in such form as the Guarantee Trustee may reasonably request, of the names and 

addresses of the Holders (“List of Holders”) as of such date, (i) within one Business Day after 

January 1 and June 30 of each year, and (ii) at any other time within 30 days of receipt by the 

Guarantor of a written request for a List of Holders as of a date no more than 14 days before such 

List of Holders is given to the Guarantee Trustee; provided, that the Guarantor shall not be 

obligated to provide such List of Holders at any time the List of Holders does not differ from the 

most recent List of Holders given to the Guarantee Trustee by the Guarantor. The Guarantee 

Trustee may destroy any List of Holders previously given to it on receipt of a new List of 

Holders. 

(b) The Guarantee Trustee shall comply with its obligations under Sections 311(a), 

311(b) and 312(b) of the Trust Indenture Act. 

Section 2.3 Reports by the Guarantee Trustee. 

Within 60 days after May 15 of each year (commencing with the year of the first 

anniversary of the Closing Date), the Guarantee Trustee shall provide to the Holders such reports 

as are required by Section 313(a) of the Trust Indenture Act, if any, in the form and in the 

manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also 

comply with the other requirements of Section 313 of the Trust Indenture Act. 

Section 2.4 Reports to Guarantee Trustee. 

The Guarantor shall provide to the Guarantee Trustee such documents, reports and 

information as required by Section 314(a) (if any) and the compliance certificate required by 

Section 314(a)(4) of the Trust Indenture Act in the form, in the manner and at the times required 

by Section 314 of the Trust Indenture Act. The Guarantor shall notify the Guarantee Trustee 

when any Trust Preferred Securities are listed on any stock exchange. 

Section 2.5 Evidence of Compliance with Conditions Precedent. 

The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with 

any conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of 

the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion 

required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an 

Officers’ Certificate. 
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Section 2.6 Events of Default; Waiver. 

The Holders of a Majority in liquidation amount of Trust Preferred Securities may, by 

vote (which vote may be by written consent), on behalf of the Holders of all of the Trust 

Preferred Securities, waive any past Event of Default and its consequences. Upon such waiver, 

any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall 

be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such 

waiver shall extend to any subsequent or other default or Event of Default or impair any right 

consequent thereon. 

Section 2.7 Event of Default; Notice. 

(a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of 

Default, transmit by mail, first class postage prepaid, to the Holders, notices of all Events of 

Default actually known to a Responsible Officer of the Guarantee Trustee, unless such defaults 

have been cured before the giving of such notice; provided, that the Guarantee Trustee shall be 

protected in withholding such notice if and so long as a Responsible Officer of the Guarantee 

Trustee in good faith determines that the withholding of such notice is in the interests of the 

Holders. 

(b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of 

Default unless either the Guarantee Trustee shall have received written notice, or a Responsible 

Officer of the Guarantee Trustee charged with the administration of the Declaration shall have 

obtained actual knowledge. 

Section 2.8 Conflicting Interests. 

The Declaration shall be deemed to be specifically described in this Guarantee 

Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the 

Trust Indenture Act. 

ARTICLE III 

POWERS, DUTIES AND RIGHTS OF CAPITAL GUARANTEE TRUSTEE 

Section 3.1 Powers and Duties of the Guarantee Trustee. 

(a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit 

of the Holders, and the Guarantee Trustee shall not transfer its right, title and interest in this 

Guarantee Agreement to any Person except a Holder exercising his or her rights pursuant to 

Section 5.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee 

Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of 

the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon 

acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting 

and cessation of title shall be effective whether or not conveyancing documents have been 

executed and delivered pursuant to the appointment of such Successor Guarantee Trustee. 
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(b) If an Event of Default actually known to a Responsible Officer of the Guarantee 

Trustee has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee 

Agreement for the benefit of the Holders of the Trust Preferred Securities. 

(c) The Guarantee Trustee, before the occurrence of any Event of Default and after 

the curing of all Events of Default that may have occurred, shall undertake to perform only such 

duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall 

be read into this Guarantee Agreement against the Guarantee Trustee. In case an Event of 

Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually 

known to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise 

such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree 

of care and skill in its exercise thereof, as a prudent person would exercise or use under the 

circumstances in the conduct of his or her own affairs. 

(d) No provision of this Guarantee Agreement shall be construed to relieve the 

Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or 

its own willful misconduct, except that: 

(i) Prior to the occurrence of any Event of Default and after the curing or 

waiving of all such Events of Default that may have occurred: 

(A) the duties and obligations of the Guarantee Trustee shall be 

determined solely by the express provisions of this Guarantee Agreement, and the 

Guarantee Trustee shall not be liable except for the performance of such duties and 

obligations as are specifically set forth in this Guarantee Agreement, and no implied 

covenants or obligations shall be read into this Guarantee Agreement against the 

Guarantee Trustee; and 

(B) in the absence of bad faith or willful misconduct on the part of the 

Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the 

statements and the correctness of the opinions expressed therein, upon any certificates or 

opinions furnished to the Guarantee Trustee and conforming to the requirements of this 

Guarantee Agreement; but in the case of any such certificates or opinions that by any 

provision hereof are specifically required to be furnished to the Guarantee Trustee, the 

Guarantee Trustee shall be under a duty to examine the same to determine whether or not 

they conform to the requirements of this Guarantee Agreement (but need not confirm or 

investigate the accuracy of mathematical calculations or other facts stated therein); 

(ii) the Guarantee Trustee shall not be liable for any error of judgment made 

in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the 

Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment 

was made; 

(iii) the Guarantee Trustee shall not be liable with respect to any action taken 

or omitted to be taken by it in good faith in accordance with the direction of the Holders of not 

less than a Majority in liquidation amount of Trust Preferred Securities relating to the time, 

method and place of conducting any proceeding for any remedy available to the Guarantee 
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Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this 

Guarantee Agreement; and 

(iv) no provision of this Guarantee Agreement shall require the Guarantee 

Trustee to expend or risk its own funds or otherwise incur personal financial liability in the 

performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee 

Trustee shall have reasonable grounds for believing that the repayment of such funds or liability 

is not reasonably assured to it under the terms of this Guarantee Agreement or indemnity, 

reasonably satisfactory to the Guarantee Trustee, against such risk or liability is not reasonably 

assured to it. 

Section 3.2 Certain Rights of Guarantee Trustee. 

(a) Subject to the provisions of Section 3.1: 

(i) The Guarantee Trustee may conclusively rely, and shall be fully protected 

in acting or refraining from acting upon, any resolution, certificate, statement, instrument, 

opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence 

of indebtedness or other paper or document believed by it to be genuine and to have been signed, 

sent or presented by the proper party or parties. 

(ii) Any direction or act of the Guarantor contemplated by this Guarantee 

Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed 

herein. 

(iii) Whenever, in the administration of this Guarantee Agreement, the 

Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, 

suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is 

herein specifically prescribed) may, in the absence of bad faith on its part, request and 

conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be 

promptly delivered by the Guarantor. 

(iv) The Guarantee Trustee shall have no duty to see to any recording, filing or 

registration of any instrument (or any rerecording, refiling or registration thereof). 

(v) The Guarantee Trustee may consult with counsel, and the written advice 

or opinion of such counsel with respect to legal matters shall be full and complete authorization 

and protection in respect of any action taken, suffered or omitted by it hereunder in good faith 

and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or 

any of its Affiliates and may include any of its employees. The Guarantee Trustee shall have the 

right at any time to seek instructions concerning the administration of this Guarantee Agreement 

from any court of competent jurisdiction. 

(vi) The Guarantee Trustee shall be under no obligation to exercise any of the 

rights or powers vested in it by this Guarantee Agreement at the request or direction of any 

Holder, unless such Holder shall have provided to the Guarantee Trustee such security and 

indemnity, reasonably satisfactory to the Guarantee Trustee, against the costs, expenses 

(including attorneys’ fees and expenses and the expenses of the Guarantee Trustee’s agents, 
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nominees or custodians) and liabilities that might be incurred by it in complying with such 

request or direction, including such reasonable advances as may be requested by the Guarantee 

Trustee; provided that, nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the 

Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the 

rights and powers vested in it by this Guarantee Agreement. 

(vii) The Guarantee Trustee shall not be bound to make any investigation into 

the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, 

notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness 

or other paper or document, but the Guarantee Trustee, in its discretion and after prior 

consultation with the Guarantor, may make such further inquiry or investigation into such facts 

or matters as it may see fit at the expense of the Guarantor and shall incur no liability of any kind 

by reason of such inquiry or investigation. 

(viii) The Guarantee Trustee may execute any of the trusts or powers hereunder 

or perform any duties hereunder either directly or by or through agents, nominees, custodians or 

attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence 

on the part of any agent or attorney appointed with due care by it hereunder. 

(ix) Any action taken by the Guarantee Trustee or its agents hereunder shall 

bind the Holders of the Trust Preferred Securities, and the signature of the Guarantee Trustee or 

its agents alone shall be sufficient and effective to perform any such action. No third party shall 

be required to inquire as to the authority of the Guarantee Trustee to so act or as to its 

compliance with any of the terms and provisions of this Guarantee Agreement, both of which 

shall be conclusively evidenced by the Guarantee Trustee’s or its agent’s taking such action. 

(x) Whenever in the administration of this Guarantee Agreement the 

Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any 

remedy or right or taking any other action hereunder, the Guarantee Trustee (i) may request 

instructions from the Holders of a Majority in liquidation amount of Trust Preferred Securities, 

(ii) may refrain from enforcing such remedy or right or taking such other action until such 

instructions are received, and (iii) shall be protected in conclusively relying on or acting in 

accordance with such instructions. 

(xi) in no event shall the Guarantee Trustee be liable for special, indirect or 

consequential loss or damage of any kind whatsoever (including but not limited to lost profits), 

even if the Guarantee Trustee has been advised of the likelihood of such loss or damage and 

regardless of the form of action; and 

(xii) in no event shall the Guarantee Trustee be responsible or liable for any 

failure or delay in the performance of its obligations under this Guarantee Agreement arising out 

of or caused by, directly or indirectly, forces beyond its reasonable control, including without 

limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military 

disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or 

malfunctions of third-party utilities, communications or computer (software or hardware) 

services. 
 - 10 - 

(b) No provision of this Guarantee Agreement shall be deemed to impose any duty or 

obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty 

or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in 

which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable 

law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No 

permissive power or authority available to the Guarantee Trustee shall be construed to be a duty. 

Section 3.3 Not Responsible for Recitals or Issuance of Guarantee. 

The recitals contained in this Guarantee Agreement shall be taken as the statements of the 

Guarantor, and the Guarantee Trustee does not assume any responsibility for their correctness. 

The Guarantee Trustee makes no representation as to the validity or sufficiency of this Guarantee 

Agreement. 

ARTICLE IV 

CAPITAL GUARANTEE TRUSTEE 

Section 4.1 Guarantee Trustee; Eligibility. 

(a) There shall at all times be a Guarantee Trustee which shall: 

(i) not be an Affiliate of the Guarantor; and 

(ii) be a corporation organized and doing business under the laws of the 

United States of America or any State or Territory thereof or of the District of Columbia, or a 

corporation or Person permitted by the Securities and Exchange Commission to act as an 

institutional trustee under the Trust Indenture Act, authorized under such laws to exercise 

corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars 

($50,000,000), and subject to supervision or examination by Federal, State, Territorial or District 

of Columbia authority. If such corporation publishes reports of condition at least annually, 

pursuant to law or to the requirements of the supervising or examining authority referred to 

above, then, for the purposes of this Section 4.1(a)(ii), the combined capital and surplus of such 

corporation shall be deemed to be its combined capital and surplus as set forth in its most recent 

report of condition so published. 

(b) If at any time the Guarantee Trustee shall cease to be eligible to so act under 

Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect 

set out in Section 4.2(c). 

(c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the 

meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall 

in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act, subject to 

the penultimate paragraph thereof. 
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Section 4.2 Appointment, Removal and Resignation of Guarantee Trustees. 

(a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed 

without cause at any time by the Guarantor except if an Event of Default shall have occurred and 

be continuing. 

(b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) 

until a Successor Guarantee Trustee has been appointed and has accepted such appointment by 

written instrument executed by such Successor Guarantee Trustee and delivered to the 

Guarantor. 

(c) The Guarantee Trustee appointed to office shall hold office until a Successor 

Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee 

Trustee may resign from office (without need for prior or subsequent accounting) by an 

instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which 

resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has 

accepted such appointment by instrument in writing executed by such Successor Guarantee 

Trustee and delivered to the Guarantor and the resigning Guarantee Trustee. 

(d) If no Successor Guarantee Trustee shall have been appointed and accepted 

appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an 

instrument of resignation, the resigning Guarantee Trustee may petition any court of competent 

jurisdiction at the expense of the Guarantor for appointment of a Successor Guarantee Trustee. 

Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a 

Successor Guarantee Trustee. 

(e) No Guarantee Trustee shall be liable for the acts or omissions to act of any 

Successor Guarantee Trustee. 

(f) Upon termination of this Guarantee Agreement or removal or resignation of the 

Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee 

all amounts accrued and owing to such Guarantee Trustee to the date of such termination, 

removal or resignation. 

ARTICLE V 

GUARANTEE 

Section 5.1 Guarantee. 

The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the 

Guarantee Payments (without duplication of amounts theretofor paid by or on behalf of the 

Trust), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer 

may have or assert. The Guarantor’s obligation to make a Guarantee Payment may be satisfied 

by direct payment of the required amounts by the Guarantor to the Holders or by causing the 

Issuer to pay such amounts to the Holders. 
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Section 5.2 Waiver of Notice and Demand. 

The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of 

any liability to which it applies or may apply, presentment, demand for payment, any right to 

require a proceeding first against the Issuer or any other Person before proceeding against the 

Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other 

notices and demands. 

Section 5.3 Obligations Not Affected. 

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee 

Agreement shall in no way be affected or impaired by reason of the happening from time to time 

of any of the following: 

(a) the release or waiver, by operation of law or otherwise, of the performance or 

observance by the Issuer of any express or implied agreement, covenant, term or condition 

relating to the Trust Preferred Securities to be performed or observed by the Issuer; 

(b) the extension of time for the payment by the Issuer of all or any portion of the 

Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the 

terms of the Trust Preferred Securities or the extension of time for the performance of any other 

obligation under, arising out of, or in connection with, the Trust Preferred Securities; 

(c) any failure, omission, delay or lack of diligence on the part of the Holders to 

enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders 

pursuant to the terms of the Trust Preferred Securities, or any action on the part of the Issuer 

granting indulgence or extension of any kind; 

(d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, 

receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, 

arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the 

Issuer or any of the assets of the Issuer; 

(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities; 

(f) the settlement or compromise of any obligation guaranteed hereby or hereby 

incurred; or 

(g) any other circumstance whatsoever that might otherwise constitute a legal or 

equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the 

obligations of the Guarantor hereunder shall be absolute and unconditional under any and all 

circumstances. 

There shall be no obligation of the Holders to give notice to, or obtain consent of, the 

Guarantor with respect to the happening of any of the foregoing. 
 - 13 - 

Section 5.4 Rights of Holders. 

(a) The Holders of a Majority in liquidation amount of Trust Preferred Securities 

have the right to direct the time, method and place of conducting any proceeding for any remedy 

available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust 

or power conferred upon the Guarantee Trustee under this Guarantee Agreement; provided that: 

(i) Such direction shall not be in conflict with any rule of law or with this 

Guarantee Agreement; 

(ii) The Guarantee Trustee may take any other action deemed proper by the 

Guarantee Trustee which is not inconsistent with such direction; and 

(iii) Subject to the provisions of Section 3.1, the Guarantee Trustee shall have 

the right to decline to follow any such direction if the Guarantee Trustee in good faith shall, by a 

Responsible Officer or Officers of the Guarantee Trustee, determine that the proceeding so 

directed would involve the Guarantee Trustee in personal liability, against which adequate 

indemnity, in the opinion of the Guarantee Trustee, has not been provided. 

(b) If the Guarantee Trustee fails to enforce its rights under this Guarantee 

Agreement, any Holder may directly institute a legal proceeding against the Guarantor to enforce 

the Guarantee Trustee’s rights under this Guarantee Agreement, without first instituting a legal 

proceeding against the Issuer, the Guarantee Trustee or any other Person or entity. 

(c) A Holder of Trust Preferred Securities may also directly institute a legal 

proceeding against the Guarantor to enforce such Holder’s right to receive payment under this 

Guarantee Agreement without first (i) directing the Guarantee Trustee to enforce the terms of 

this Guarantee Agreement or (ii) instituting a legal proceeding directly against the Issuer or any 

other Person or entity. 

Section 5.5 Guarantee of Payment. 

This Guarantee Agreement creates a guarantee of payment and not of collection. 

Section 5.6 Subrogation. 

The Guarantor shall be subrogated to all (if any) rights of the Holders of Trust Preferred 

Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor 

under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the 

extent required by mandatory provisions of law) be entitled to enforce or exercise any right that 

it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all 

cases as a result of payment under this Guarantee Agreement, if, at the time of any such 

payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall 

be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such 

amount in trust for the Holders and to pay over such amount to the Holders. 
 - 14 - 

Section 5.7 Independent Obligations. 

The Guarantor acknowledges that its obligations hereunder are independent of the 

obligations of the Issuer with respect to the Trust Preferred Securities, and that the Guarantor 

shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the 

terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in 

subsections (a) through (g), inclusive, of Section 5.3 hereof. 

ARTICLE VI 

LIMITATION OF TRANSACTIONS; SUBORDINATION 

Section 6.1 Limitation of Transactions. 

So long as any Trust Preferred Securities remain outstanding, if there shall have occurred 

and is continuing any event that would constitute a Default under the Indenture, then (a) the 

Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a 

depository institution, or a subsidiary thereof) will not declare or pay any dividend on, make any 

distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with 

respect to, any of the Guarantor’s capital stock or make any guarantee payment with respect 

thereto (other than (i) purchases, redemptions or other acquisitions of shares of capital stock of 

the Guarantor in connection with the administration of any employee benefit plan in the ordinary 

course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any 

of its subsidiaries of record ownership in capital stock of the Guarantor for the beneficial 

ownership of any other persons (other than the Guarantor or any of its subsidiaries), including 

trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of the 

Guarantor’s capital stock for any other class or series of the Guarantor’s capital stock, in each 

case, solely to the extent required pursuant to binding contractual agreements entered into on or 

prior to the Closing Date or any subsequent agreement for the accelerated exercise, settlement or 

exchange thereof for capital stock of the Guarantor, (iv) distributions by or among any whollyowned subsidiary of the Guarantor, (v) redemptions of securities held by the Guarantor or any 

wholly-owned subsidiary of the Guarantor, and (vi) unpaid tax distributions to holders of 

membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of 

Conversion, dated June 30, 2009); and (b) the Guarantor and any subsidiary of the Guarantor 

(other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) 

will not make any payment of interest on or principal of (or premium, if any, on), or repay, 

repurchase or redeem, any debt securities or guarantees issued by the Guarantor that rank pari 

passu with or junior to the Debentures (“Junior Subordinated Indebtedness”) (other than (i) 

redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in connection 

with the administration of any employee benefit plan in the ordinary course of business and 

consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of 

record ownership in Junior Subordinated Indebtedness for the beneficial ownership of any other 

persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) 

as a result of an exchange or conversion of any class or series of Junior Subordinated 

Indebtedness for any other class or series of Junior Subordinated Indebtedness, (iv) redemptions 

of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor and (v) any 

payment of interest on Junior Subordinated Indebtedness paid pro rata with interest paid on the 

Debentures such that the respective amounts of such payments made shall bear the same ratio to 
 - 15 - 

each other as all accrued but unpaid interest per like-amount of Debentures and all Junior 

Subordinated Indebtedness bear to each other); provided, however, the restrictions in the 

foregoing clauses (a) and (b) will not apply to (i) any stock dividends paid by the Company 

where the dividend stock is the same stock as that on which the dividend is being paid, or (ii) 

dividends or distributions by or other transactions solely among the Guarantor and any whollyowned subsidiary of the Guarantor or solely among wholly-owned subsidiaries of the Guarantor. 

Section 6.2 Subordination. 

The obligations of the Guarantor under this Guarantee Agreement will constitute 

unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment 

to all Senior Indebtedness (as defined in the Indenture) of the Guarantor to the extent and in the 

manner set forth in the Indenture with respect to the Debentures, and the provisions of Article 

Fourteen of the Indenture will apply, mutatis mutandis, to the obligations of the Guarantor 

hereunder. The obligations of the Guarantor hereunder do not constitute Senior Indebtedness (as 

defined in the Indenture) of the Guarantor. 

Section 6.3 Pari Passu Guarantees. 

The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu

with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the 

Guarantor on behalf of the holders of preferred or capital securities issued by any GMAC Trust 

(as defined in the Indenture), (ii) the Indenture and the Securities (as defined therein) issued 

thereunder, (iii) any expense agreements entered into by the Guarantor in connection with the 

offering of preferred or capital securities by any GMAC Trust (as defined in the Indenture), and 

(iv) any other security, guarantee or other agreement or obligation that is by its terms pari passu

with the Securities (as defined in the Indenture) and, in the case of this clause (iv) only, (x) is 

issued with the concurrence or approval of the staff of the Federal Reserve Bank of Chicago or 

the staff of the Board of Governors of the Federal Reserve System or (y) does not at the time of 

issuance prevent the Securities from qualifying for tier 1 capital treatment (irrespective of any 

limits on the amount of the Guarantor’s tier 1 capital) under the applicable capital adequacy 

guidelines, regulations, policies or published interpretations of the Board of Governors of the 

Federal Reserve System. 

ARTICLE VII 

TERMINATION 

Section 7.1 Termination. 

This Guarantee Agreement shall terminate upon the first to occur of (i) full payment of 

the Redemption Price of all Trust Preferred Securities, (ii) the distribution of the Debentures to 

the Holders of all of the Trust Preferred Securities or (iii) full payment of the amounts payable in 

accordance with the Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, 

this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, 

if at any time any Holder must restore payment of any sums paid under the Trust Preferred 

Securities or under this Guarantee Agreement. 
 - 16 - 

ARTICLE VIII 

INDEMNIFICATION 

Section 8.1 Exculpation. 

(a) No Indemnified Person shall be liable, responsible or accountable in damages or 

otherwise to the Guarantor or any Covered Person for any loss, damage or claim incurred by 

reason of any act or omission performed or omitted by such Indemnified Person in good faith in 

accordance with this Guarantee Agreement and in a manner that such Indemnified Person 

reasonably believed to be within the scope of the authority conferred on such Indemnified Person 

by this Guarantee Agreement or by law, except that an Indemnified Person shall be liable for any 

such loss, damage or claim incurred by reason of such Indemnified Person’s negligence or 

willful misconduct with respect to such acts or omissions. 

(b) An Indemnified Person shall be fully protected in relying in good faith upon the 

records of the Guarantor and upon such information, opinions, reports or statements presented to 

the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within 

such other Person’s professional or expert competence and who, if selected by such Person, has 

been selected with reasonable care by such Person, including information, opinions, reports or 

statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts 

pertinent to the existence and amount of assets from which Distributions to Holders might 

properly be paid. 

Section 8.2 Compensation; Expenses; Indemnification. 

The Guarantor agrees to pay to the Guarantee Trustee from time to time such 

compensation as shall be agreed to in writing between the Guarantor and the Guarantee Trustee 

for all services rendered by it hereunder (which compensation shall not be limited by any 

provision of law in regard to the compensation of a trustee of an express trust); except as 

otherwise expressly provided herein or in the writing referred to above, to reimburse the 

Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances 

incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee 

Agreement (including the reasonable compensation and the expenses and disbursements of its 

agents and counsel), except any such expense, disbursement or advance as may be attributable to 

its negligence, willful misconduct or bad faith; and to indemnify each Indemnified Person for, 

and to hold each Indemnified Person harmless against, any loss, liability, claim, damage or 

expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or 

in connection with the acceptance or administration of the trust or trusts hereunder, including the 

costs and expenses (including reasonable legal fees and expenses) of defending itself against, or 

investigating, any claim or liability in connection with the exercise or performance of any of its 

powers or duties hereunder. The provisions of this Section 8.2 shall survive the termination of 

this Guarantee Agreement. 
 - 17 - 

ARTICLE IX 

MISCELLANEOUS 

Section 9.1 Successors and Assigns. 

(a) Neither this Guarantee Agreement nor any right, remedy, obligation nor liability 

arising hereunder or by reason hereof shall be assignable by any party hereto without the prior 

written consent of the other party, and any attempt to assign any right, remedy, obligation or 

liability hereunder without such consent shall be void, except in connection with a transaction 

involving the Guarantor that is permitted under Article VIII of the Indenture and pursuant to 

which the successor or assignee agrees in writing to perform the Guarantor’s obligations 

hereunder. 

(b) This Guarantee Agreement shall be binding upon and shall inure to the benefit of 

any successor or permitted assign of the Guarantor. 

Section 9.2 Amendments. 

Except with respect to any changes that do not adversely affect the rights of Holders (in 

which case no consent of Holders will be required), this Guarantee Agreement may be amended 

only with the prior approval of the Holders of not less than a Majority in liquidation amount of 

Trust Preferred Securities. The provisions of Section 12.2 of the Declaration with respect to 

meetings of Holders apply to the giving of such approval. 

Section 9.3 Notices. 

Any notice, request, instruction or other document to be given hereunder by any party to 

the other will be in writing and will be deemed to have been duly given (a) on the date of 

delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the 

second business day following the date of dispatch if delivered by a recognized next day courier 

service. All notices shall be delivered, telecopied or sent by a recognized next day courier 

service, as set forth below, or pursuant to such other instructions as may be designated by the 

Guarantee Trustee, the Guarantor or the Holders: 

(a) If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set 

forth below (or such other address as the Guarantee Trustee may give notice of to the Holders 

and the Guarantor): 

The Bank of New York Mellon 

101 Barclay Street – 8W 

New York, New York 10286 

Attention: Corporate Trust Administration 

(b) If given to the Guarantor, at the Guarantor’s mailing address set forth below (or 

such other address as the Guarantor may give notice of to the Holders and the Guarantee 

Trustee): 
 - 18 - 

GMAC Inc. 

200 Renaissance Center 

P.O. Box 200 

Detroit, Michigan 48265-2000 

Attention: General Counsel 

(c) If given to any Holder, at the address set forth on the books and records of the 

Issuer. 

Section 9.4 Benefit. 

This Guarantee Agreement is solely for the benefit of the Holders of the Trust Preferred 

Securities and, subject to Section 3.1(a), is not separately transferable from the Trust Preferred 

Securities. 

Section 9.5 Governing Law; Waiver of Trial by Jury. 

THIS CAPITAL SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND 

CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE 

STATE OF NEW YORK, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED 

BY SUCH LAWS WITHOUT REGARD FOR THE PRINCIPLES OF ITS CONFLICTS OF 

LAWS. EACH OF THE PARTIES HERETO AGREES (A) TO SUBMIT TO THE 

EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE UNITED STATES COURT 

OF FEDERAL CLAIMS FOR ANY AND ALL CIVIL ACTIONS, SUITS OR PROCEEDINGS 

ARISING OUT OF OR RELATING TO THIS CAPITAL SECURITIES GUARANTEE OR 

THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND (B) THAT 

NOTICE MAY BE SERVED UPON (i) THE GUARANTOR AT THE ADDRESS AND IN 

THE MANNER SET FORTH FOR NOTICES TO THE GUARANTOR IN SECTION 9.3 AND 

(ii) THE GUARANTEE TRUSTEE AT THE ADDRESS AND IN THE MANNER SET 

FORTH FOR NOTICES TO THE GUARANTEE TRUSTEE IN SECTION 9.3. TO THE 

EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO 

HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY CIVIL LEGAL 

ACTION OR PROCEEDING RELATING TO THIS INDENTURE OR THE TRANSACTIONS 

CONTEMPLATED HEREBY OR THEREBY. 


W/1572146v2 

GMAC INC.

I. Summary of Trust Preferred Securities and Warrant Terms

The terms of the Trust Preferred Securities are as follows: 

Issuer: GMAC Capital Trust I, a Delaware statutory business trust 

(the “Trust” established by GMAC Inc. (“GMAC”)) 

Guarantor: GMAC Inc. 

Initial Holder: United States Department of the Treasury (the “UST”). 

Trustee: Bank of New York Mellon 

Size: $2.540 billion in aggregate liquidation preference. 

Trust Preferred Securities: 8.0% Trust Preferred Securities, liquidation preference 

$1,000 per security (the “Trust Preferred”). 

Common Securities: $80.01 million 8.0% Common Securities, liquidation 

preference $1,000 per security (the “Common Securities”). 

Except under certain circumstances, the Common 

Securities will receive distributions pro rata with the Trust 

Preferred. 

Debentures: GMAC will issue $2.747 billion in aggregate principal 

amount of 8.0% junior subordinated debentures (the 

“Debentures”) to the Trust. 

Distribution: The Debentures, the Trust Preferred and the Common 

Securities will each pay cumulative cash distributions at a 

rate of 8.0% per annum, paid on a quarterly basis. 

Deferral of Distributions: GMAC may defer payments on the Debentures (and the 

Trust may defer payments of the Trust Preferred and 

Common Securities) during any period of up to 20 

consecutive quarters (an “Extension Period”), provided 

there is no event of default. At the end of the Extension 

Period, GMAC must immediately pay all unpaid and 

accrued interest, at which point it may elect a new deferral 

period provided that no deferral may extend beyond 

maturity. For the avoidance of doubt, GMAC shall be 

entitled to make partial payments on any deferred interest 

during an Extension Period. 

Deferred payments will accrue interest, compounded 

quarterly, at 8.0% per annum. 

Maturity: The Debentures will mature on February 15, 2040. 
- 2 - 

Ranking: The Trust Preferred shall be senior to all other equity 

securities of the Trust. 

The Debentures are unsecured and rank equally with all of 

GMAC’s other existing and future junior subordinated 

indebtedness, and rank junior to all of GMAC’s existing 

and future senior or subordinated indebtedness. 

Guarantee: GMAC will fully and unconditionally guarantee, on an 

unsecured subordinated basis, payments of distributions and 

other amounts due on the Trust Preferred up to an amount 

equal to the sum of the payments that GMAC has made to 

the Trust on the Debentures for the corresponding payment 

period. 

Regulatory Capital Status: Tier 1. 

No Call Period: 5 years, subject to certain exceptions. 

Redemption of Trust Preferred at 

the Option of GMAC: 

The Debentures and the Trust Preferred may be redeemed, 

subject to the approval of the Federal Reserve, (i) upon the 

occurrence of certain specified events, (ii) while the Trust 

Preferred are held by the U.S. government in connection 

with assistance provided to GMAC under TARP or similar 

programs, or (iii) on or after December 30, 2014, in whole 

or in part at any time and from time to time at the 

outstanding principal amount or liquidation preference, as 

applicable, plus any accrued and unpaid distributions as of 

the date of redemption. The Trust may only redeem the 

Trust Preferred in such amount as is equal to the amount of 

Debentures that have previously (or concurrently) been 

redeemed by GMAC. 

Restrictions on Repurchases: For as long as any Trust Preferred are outstanding, there 

shall be no share repurchases or redemptions of preferred 

stock or common stock, unless all accrued and unpaid 

distributions for all past distribution periods on the Trust 

Preferred are fully paid. 

Restrictions on Dividends and 

Distributions: 

During any Extension Period, (i) no dividend shall be 

declared or paid on any of GMAC’s capital stock, and no 

capital stock issued by GMAC or any subsidiary of GMAC 

(other than any subsidiary that is a depository institution) 

shall be, directly or indirectly, purchased, redeemed or 

otherwise acquired for consideration by GMAC or any of 

its subsidiaries and (ii) no payment of principal of or 

interest or premium shall be declared or paid on any 

indebtedness which by its terms is expressly made pari 
- 3 - 

passu in rank and payment with or subordinated to the 

Debentures (“Junior Subordinated Indebtedness”) (other 

than any payment of interest on Junior Subordinated 

Indebtedness paid pro rata such that the respective amounts 

of such payments made shall bear the same ratio to each 

other as all accrued but unpaid interest per like-amount of 

Debentures and all Junior Subordinated Indebtedness bear 

to each other) and no Junior Subordinated Indebtedness 

issued by GMAC shall be, directly or indirectly, purchased, 

redeemed or otherwise acquired for consideration by 

GMAC or any of its subsidiaries, unless, in each case, the 

Extension Period has been or is contemporaneously 

terminated and all accrued and unpaid interest and any 

additional interest then due on the Debentures has been or is 

contemporaneously declared and paid in full (or has been 

declared and a sum sufficient for the payment thereof has 

been set aside for the benefit of the holders of the 

Debentures on the applicable record date). The foregoing 

limitations shall not apply to (i) redemptions, purchases or 

other acquisitions of shares of capital stock or Junior 

Subordinated Indebtedness in connection with the 

administration of any employee benefit plan in the ordinary 

course of business and consistent with past practice; (ii) the 

acquisition by GMAC or any of its subsidiaries of record 

ownership in shares of capital stock or Junior Subordinated 

Indebtedness for the beneficial ownership of any other 

persons (other than GMAC or any of its subsidiaries), 

including as trustees or custodians; (iii) the exchange or 

conversion of capital stock of GMAC or any affiliate of 

GMAC for or into other capital stock of GMAC or any 

affiliate of GMAC, in each case, solely to the extent 

required pursuant to binding contractual agreements entered 

into prior to the applicable original issue date of the 

Debentures or any subsequent agreement for the accelerated 

exercise, settlement or exchange thereof, or the exchange or 

conversion of Junior Subordinated Indebtedness of GMAC 

or any affiliate of GMAC for or into other Junior 

Subordinated Indebtedness of GMAC or any affiliate of 

GMAC; (iv) redemptions of securities held by GMAC or 

any wholly-owned subsidiary of GMAC; (v) dividends, 

distributions, or any other transaction solely among GMAC 

and any wholly-owned subsidiary of GMAC or solely 

among wholly-owned subsidiaries of GMAC; (vi) stock 

dividends paid by GMAC where the dividend stock is the 

same as that on which the dividend is being paid and (vii) 

for the avoidance of doubt, unpaid tax distributions to 

holders of membership interests of GMAC pursuant to 

Section 4(b) of GMAC’s Plan of Conversion, dated June 

30, 2009. 
- 4 - 

Voting rights: The Trust Preferred shall have no voting rights other than 

class voting rights on (i) any authorization or issuance of 

equity securities of the Trust ranking senior to the Trust 

Preferred, (ii) any adverse amendment to the rights of the 

Trust Preferred, (iii) any merger, exchange or similar 

transaction which would materially adversely affect the 

rights of the Trust Preferred, or (iv) the exercise of the 

Trust’s rights as holder of the Debentures. 

Transferability: The Trust Preferred will not be subject to any contractual 

restrictions on transfer, other than the restrictions on 

transfer included in the Declaration of Trust of the Trust. 

GMAC will file a shelf registration statement covering the 

Trust Preferred as promptly as reasonably practicable after 

the date of this investment closing and, if necessary, shall 

take all action required to cause such shelf registration 

statement to be declared effective as soon as possible. 

GMAC will also grant to the UST piggyback registration 

rights for the Trust Preferred and will take such other steps 

as may be reasonably requested to facilitate the transfer of 

the Trust Preferred. 

The terms of the Trust Preferred Warrant are as follows: 

Trust Preferred Warrant: The UST will receive warrants from GMAC to purchase an 

additional $127.0 million in aggregate liquidation amount 

of Trust Preferred, liquidation preference $1,000 per share. 

The initial exercise price for the Trust Preferred Warrant 

shall be $0.01 per share. The UST intends to immediately 

exercise the Trust Preferred Warrant. 

Term: 10 years 

Exercisability: Immediately exercisable, in whole or in part 

Transferability: Neither the Trust Preferred Warrant nor the Trust Preferred 

underlying the Trust Preferred Warrant will be subject to 

any contractual restrictions on transfer, other than the 

restrictions on transfer included in the Amended and 

Restated Declaration of Trust of the Trust. 

GMAC and the Trust will file a shelf registration statement 

covering the Trust Preferred (including the Trust Preferred 

sold to UST upon exercise of the warrant) after the date of 

the investment closing and, if necessary, shall take all 

action required to cause such shelf registration statement to 

be declared effective as soon as possible. GMAC will take 

such other steps as may be reasonably requested to facilitate 

the transfer of the Trust Preferred underlying the Trust 

Preferred Warrant. 
- 5 - 

II. Issuance of New Mandatorily Convertible Preferred Stock

The terms of the Series F-2 are as follows: 

Issuer: GMAC. 

Initial Holder: UST. 

Size: $1.25 billion of GMAC’s Fixed Rate Cumulative 

Mandatorily Convertible Preferred Stock, Series F-2 

(“Series F-2”), $50 liquidation preference per share. 

Term/Mandatory Conversion: Mandatorily converts to GMAC common stock after 7 

years at the Conversion Rate. 

Conversion at the Option of the 

Issuer: 

The Series F-2 shall be convertible to common stock in 

whole or in part at the applicable Conversion Rate at 

GMAC’s option at any time, subject to the approval of the 

Federal Reserve; and for shares of Series F-2 held by UST, 

(1) with the prior written consent of UST (such consent 

to be granted in the sole discretion of UST, it being 

understood that with respect to any conversion, UST may 

consider such factors as it deems appropriate at such time 

and may seek to condition the terms on which it may 

provide such consent which may include an alteration of 

the Conversion Rate), or (2) pursuant to an order of the 

Federal Reserve compelling such a conversion. For the 

avoidance of doubt, any consent granted by UST with 

respect to any conversion shall not constitute a waiver by 

UST of any consent right regarding any other conversion 

or estop UST from withholding such consent with 

respect to any other conversion.

Conversion at the Option of the 

Holder: 

The Series F-2 shall be convertible to common stock, in 

whole or in part, at the applicable Conversion Rate at the 

option of the holder upon specified corporate events, 

including any public offering of GMAC’s common stock, 

certain sales, mergers or changes of control at GMAC; 

provided that the conversion of GMAC preferred stock into 

common stock shall not constitute a change of control. 

Conversion Rate: The “Conversion Rate” for the Series F-2 means the 

number of shares of Common Stock for which a share of 

Series F-2 shall be exchanged upon a conversion, 

calculated as follows: 

 (i) for a conversion at the option of GMAC 

pursuant to an order of the Federal Reserve which occurs 

(1) on or prior to December 31, 2010, the Conversion 
- 6 - 

Rate shall equal the Initial Conversion Rate; and (2) 

subsequent to December 31, 2010, the Conversion Rate 

shall equal the Reset Conversion Rate if GMAC has 

completed any Applicable Transactions, and shall 

otherwise equal the Initial Conversion Rate; 

 (ii) for a conversion at the option of GMAC, 

other than pursuant to an order of the Federal Reserve, 

which occurs: (1) on or prior to December 31, 2010, the 

Conversion Rate shall equal the Initial Conversion Rate; 

and (2) subsequent to December 31, 2010, the 

Conversion Rate shall equal the Reset Conversion Rate if 

GMAC has completed any Applicable Transactions, and 

shall otherwise equal the Initial Conversion Rate; 

 (iii) for a conversion at the option of a Holder 

which occurs on or prior to December 31, 2010, the 

Conversion Rate shall equal the greater of (a) the Initial 

Conversion Rate and (b) the rate equal to the liquidation 

amount per share of Series F-2 divided by the price at 

which such Common Stock is offered in such public 

offering or the price at which such Common Stock is 

sold or otherwise valued in such Change of Control of 

GMAC, as applicable; 

 (iv) for a conversion at the option of a Holder 

which occurs subsequent to December 31, 2010, the 

Conversion Rate shall equal the Reset Conversion Rate if 

GMAC has completed any Applicable Transactions, and 

shall otherwise equal the Initial Conversion Rate; and 

 (v) for any Mandatory Conversion, the 

Conversion Rate shall be the Reset Conversion Rate if 

the Company has completed any Applicable 

Transactions, and shall otherwise be the Initial 

Conversion Rate. 

“Adjusted Conversion Rate” means (i) the liquidation 

amount per share of Series F-2 divided by (ii) the 

weighted average price at which the shares of common 

equity securities were sold or the price implied by the 

conversion of securities into common equity securities in 

all Applicable Transactions (if any), subject to the antidilution provisions. 

“Applicable Transactions” means any transactions 

completed in calendar year 2010 in which GMAC raised 

at least $500 million of common equity capital (either 

through the sale of new common equity securities or 
- 7 - 

through the conversion of existing indebtedness or 

preferred stock (other than Series F-2 held by UST at the 

time of conversion) to common equity securities) from a 

party or parties that are not UST or affiliates of UST. 

“Initial Conversion Rate” means 0.00432, subject to the 

anti-dilution provisions. 

“Reset Conversion Rate” means the greater of (a) the 

Initial Conversion Rate or (b) the Adjusted Conversion 

Rate. 

Upon any conversion of the Series F-2 to common stock, 

GMAC shall also pay any accrued and unpaid distributions 

at its option in either cash or common stock, which 

common stock shall be valued for this purpose at the 

Conversion Price. 

“Conversion Price” means the capital amount per share of 

the Series F-2 divided by the Conversion Rate. 

Ranking: The Series F-2 shall be senior to common stock, and pari 

passu with existing preferred stock (including the Series A 

Preferred Stock) and any other preferred stock issued in the 

future other than preferred stock issued in the future which 

by its terms ranks junior to any other preferred stock. 

Regulatory Capital Status: Tier 1. 

Dividends: The Series F-2 will pay cumulative cash dividends at a rate 

of 9.0% per annum, paid on a quarterly basis. Deferred 

payments will accrue interest, compounded quarterly, at 

9.0% per annum. 

Redemption of Series F-2 at the 

Option of the Issuer: 

The Series F-2 may be redeemed, at GMAC’s option, 

subject to the approval of the Federal Reserve, in whole or 

in part at any time and from time to time. 

The Series F-2 may be redeemed, in whole or in part, 

within the first two years of issuance at the liquidation 

preference, plus any accrued and unpaid dividends. After 

the first two years of issuance, the Series F-2 may be 

redeemed, in whole or in part, at the greater of (i) 

liquidation preference plus accrued and unpaid dividends 

and (ii) the As-Converted Value equivalent of the redeemed 

shares of Series F-2 (as defined below). 

Restrictions on Dividends: For as long as any shares of Series F-2 are outstanding and 

are owned by UST or an affiliate of UST, no dividends may 

be declared or paid on junior preferred stock, preferred 
- 8 - 

stock ranking pari passu with the Series F-2, or common 

stock (other than in the case of pari passu preferred stock, 

distributions on a pro rata basis with the Series F-2), nor 

may GMAC repurchase or redeem any junior preferred 

stock, preferred stock ranking pari passu with the Series F-2 

or common stock, unless all accrued and unpaid dividends 

for all past dividend periods on the Series F-2 are fully 

paid. Notwithstanding the foregoing, GMAC may pay 

outstanding tax distributions on junior membership interests 

of GMAC LLC pursuant to GMAC’s Plan of Conversion, 

dated June 30, 2009. 

Common Dividends: For so long as any Series F-2 are outstanding and owned by 

the UST or an affiliate of UST or the UST or an affiliate of 

UST owns any common stock of GMAC issued upon 

conversion of the Series F-2, any dividends declared and 

paid on the common stock shall be subject to the consent of 

the UST. For the avoidance of doubt, GMAC may pay 

outstanding tax distributions on junior membership interests 

of GMAC LLC pursuant to GMAC’s Plan of Conversion, 

dated June 30, 2009. 

Restrictions on Repurchases: For so long as any Series F-2 are outstanding and owned by 

the UST or an affiliate of UST, the UST’s consent shall be 

required for any repurchases or redemptions of equity 

securities or trust preferred securities (other than the Trust 

Preferred Securities described in Section I hereof), subject 

to certain exceptions, including exceptions similar to those 

in Section 4.8 of the Securities Purchase Agreement – 

Standard Terms of the UST’s Capital Purchase Program. In 

addition, there shall be no share repurchases or redemptions 

of junior preferred stock, preferred stock ranking pari passu 

with the Series F-2, or common stock, if prohibited as 

described above under “Restrictions on Dividends.” 

Voting Rights: The Series F-2 shall have no voting rights prior to 

conversion to common stock, other than class voting rights 

on (i) any authorization or issuance of stock ranking senior 

to the Series F-2, (ii) any adverse amendment to the rights 

of the Series F-2, or (iii) any merger, exchange or similar 

transaction which would adversely affect the rights of the 

Series F-2. 

Upon conversion of the Series F-2, the UST will have the 

voting rights associated with GMAC’s common stock. 

Transferability: The Series F-2 and the underlying common stock will not 

be subject to any contractual restrictions on transfer. 

GMAC will file a shelf registration statement covering the 
- 9 - 

Series F-2 and underlying common stock as promptly as 

reasonably practicable after the date of this investment 

closing if it is eligible to do so and, if necessary, shall take 

all action required to cause such shelf registration statement 

to be declared effective as soon as possible. GMAC will 

also grant to the UST piggyback registration rights for the 

Series F-2 and the underlying common stock and will take 

such other steps as may be reasonably requested to facilitate 

the transfer of the Series F-2 and the underlying common 

stock. If requested by UST, GMAC will appoint a 

depositary to hold the Series F-2 and issue depositary 

receipts. 

Repurchases: Following the conversion of the Series F-2 into GMAC’s 

common stock, GMAC will have the right, subject to the 

approval of the Federal Reserve, to repurchase any of such 

common stock held by the UST at a price equal to the 

greater of (i) the Conversion Price (as defined below) and 

(ii) (a) if GMAC’s common stock is traded on a national 

securities exchange, the market price of the common stock 

on the date of repurchase (calculated based on the average 

closing price during the 20 trading day period beginning 

on the day after notice of repurchase is given) or (b) if 

GMAC’s common stock is not traded on a national 

securities exchange, the per share fair market value of 

GMAC as of the last day of the most recent calendar 

quarter prior to the repurchase date as determined by an 

investment bank of national reputation (selected by UST 

and paid for by GMAC) (the “As-Converted Value”). Any 

such repurchases must be made with the proceeds of an 

issuance of common stock for cash or additions to retained 

earnings from the date of the investment closing through 

the date of the repurchase. 

Preemptive Rights: Existing holders of common stock will be offered the right 

to purchase their preemptive share of Series F-2 from the 

UST pursuant to Section 10.3 of GMAC’s Bylaws. 

The terms of the F-2 Warrant are as follows: 

F-2 Warrant: The UST will receive warrants from GMAC to purchase an 

additional $62.5 million in aggregate liquidation amount of 

Series F-2, liquidation preference $50 per share. The initial 

exercise price for the F-2 Warrant shall be $0.01 per share. 

The UST intends to immediately exercise the F-2 Warrant. 

Term: 10 years 

Exercisability: Immediately exercisable, in whole or in part 
- 10 - 

Transferability: Neither the F-2 Warrant, the Series F-2 underlying the F-2 

Warrant nor the common stock underlying the Series F-2 

will be subject to any contractual restrictions on transfer. 

GMAC will file a shelf registration statement covering the 

Series F-2 (including the Series F-2 sold to UST upon 

exercise of the warrant and the common stock underlying 

the Series F-2) after the date of the investment closing and, 

if necessary, shall take all action required to cause such 

shelf registration statement to be declared effective as soon 

as possible. GMAC will take such other steps as may be 

reasonably requested to facilitate the transfer of the Series 

F-2 underlying the F-2 Warrant (including the common 

stock underlying the Series F-2). 

III. Exchange of Old Shares for Series F-2 

Exchange: UST exchanges its (i) 5,000,000 shares of GMAC’s Fixed 

Rate Cumulative Perpetual Preferred Stock, Series D-1, 

(ii) 250,000 shares of GMAC’s Fixed Rate Cumulative 

Perpetual Preferred Stock, Series D-2 and (iii) 97,500,000 

shares of the Mandatorily Convertible Preferred Stock, 

Series F (“Old MCP”, together with the Series D-1 and 

Series D-2, the “Old Shares”) for 202,500,000 shares of 

Series F-2. The aggregate liquidation preference of the Old 

Shares will be equal to the liquidation preference of shares 

of Series F-2 issued to the UST. 

Timing: The Exchange will occur on or before December 30, 2009. 

 

Cancellation of Old Shares: Upon completion of the Exchange, all Old Shares will be 

cancelled. 

IV. Conversion of Old MCP into Common Stock: 

Conversion: 60,000,000 shares of Old MCP will be immediately 

converted into 259,200 shares of GMAC common stock at 

the Old MCP Conversion Rate pursuant to the terms of the 

Old MCP. Upon the conversion of Old MCP to common 

stock, GMAC shall also pay any accrued and unpaid 

dividends in cash. 

The “Old MCP Conversion Rate” shall be 0.00432 shares 

of common stock per share of Old MCP converted. 

IV. Other Terms: 

Executive Compensation, 

Transparency, Accountability, 

Monitoring: 

GMAC and its covered officers and employees shall agree 

to additional covenants consistent with the Targeted 

Investment Program, as well as comply with the rules, 

regulations and guidance of the UST applicable to GMAC 
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with respect to executive compensation, transparency, 

accountability and monitoring. 

Closing Conditions, 

Documentation and Timing: 

GMAC’s Bylaws shall have been amended such that 

GMAC’s common stockholders shall have no preemptive 

rights with regard to the issuance of the Trust Preferred and 

no preemptive rights with regard to the issuance of the 

Series F-2 prior to the issuance thereof. 

Completion of the legal documentation consistent with 

discussions between GMAC and UST and the terms set 

forth herein. 

Confirmation by the Federal Reserve that the investment 

will be treated as Tier 1 capital for GMAC. 

Receipt by GMAC of any regulatory and corporate 

approvals required for GMAC to issue the Trust Preferred 

and the Warrants.