DEPARTMENT OF THE TREASURY

WASHINGTON, D.C. 20220 

May 18, 2012 

Mr. James J. Duffy 

Chief Human Resources Officer 

Ally Financial Inc. 

1177 Avenue of the Americas 

New York, NY 10036 

Re: Compensation Payments and Structure for Ally “Top 25” Employees 

Dear Mr. Duffy: 

Pursuant to the Department of the Treasury’s Interim Final Rule on TARP Standards for 

Compensation and Corporate Governance (the “Rule”),1 the Office of the Special Master issued 

a determination letter regarding 2012 compensation payments and structures for the senior 

executive officers and next 20 most highly compensated employees (the “top 25 employees”) of 

Ally Financial Inc. (“Ally” or the “Company”) on April 6, 2012 (the “top 25 letter”). 31 C.F.R. 

§ 30.16(a)(3)(i). 

Ally requested a change in the compensation of an employee who has received a 

significant promotion that will substantially increase the employee’s responsibilities. The total 

direct compensation that Ally has proposed for this employee is reasonable relative to the total 

direct compensation paid to persons in similar positions or roles at similar entities. The change 

would increase the stock salary rate and target long-term restricted stock award, but the cash 

salary rate would remain unchanged. In light of the particular facts as communicated by Ally 

with respect to such employee’s promotion and role at Ally, and as previously discussed with 

you, the Office of the Special Master has approved this request. Accordingly, Exhibit I to the 

2012 Determination Letter is hereby amended as follows:

Employee ID Cash Salary Stock Salary

Long-Term 

Restricted Stock

Total Direct 

Compensation

104428 $500,000 $1,342,500 $907,500 $2,750,0002

Following the receipt of the top 25 letter, Ally notified the Office of the Special Master 

that it had detected an error in its original proposal, which resulted in an unintended decrease in 

 

1

 The Interim Final Rule and all determination letters issued by the Office of the Special Master are available at 

www.financialstability.gov (click on “Executive Compensation”). 2

 Stock salary and long-term restricted stock amounts are annualized rates. Increases in stock salary and long-term 

restricted stock are effective starting April 1, 2012. 
compensation for one of the top 25 executives. Ally has requested a change in the approved 

amounts of stock salary and long-term restricted stock for that employee. The proposed change 

would somewhat increase the employee's total compensation, but would not increase it over the 

employee's compensation for the prior year. In light of the particular facts as communicated by 

Ally with respect to such employee's situation, performance, and compensation history, and as 

previously discussed with you, the Office of the Special Master has approved this request. 

Accordingly, Exhibit I to the 2012 Determination Letter is hereby amended as follows: 

Long-Term Total Direct 

EmQloyee ID Cash Salru:y Stock Salary Restricted Stock ComQensation 

272446 $491,000 $1,034,000 $666,000 $2,191,000 

The approvals in this letter apply only to the employees referenced above and shall not be 

relied upon by anyone with respect to any other facts or circumstances. Such conclusion is 

limited to the authority vested in the Office ofthe Special Master by Section 30.16(a)(3) ofthe 

Rule, and shall not constitute, or be construed to constitute, the judgment of the Office of the 

Special Master or the Department of the Treasury with respect to the compliance of the proposed 

compensation payments or structure or any other compensation payments or structure for the 

subject employee with any other provision of the Rule. Moreover, my evaluation and conclusion 

with respect to this employee have relied upon, and are qualified in their entirety by, the 

accuracy of the materials submitted by Ally to the Office of the Special Master, and the absence 

of any material misstatement or omission in such materials. 

Very truly yours, 

Patricia 

~ Geoghegan 

Office of the Special Master 

for T ARP Executive Compensation 

cc: Richard Strahota 

Drema M. Kalajian, Esq. 

2