P 

DEPARTMENT OF THE TREASURY

WASHINGTON, D.C. 20220 

October 19, 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 Employee 

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). 

One of the employees covered by the top 25 letter was expected to depart the Company, 

and was therefore not included in Exhibit I in the top 25 letter. Since the issuance of the top 25 

letter, however, this employee has decided to stay with the Company, and you have requested 

corresponding changes in this employee’s compensation. In response to your proposal, and as 

previously communicated to you, the Office of the Special Master has approved the provision of 

a compensation structure for this employee, consistent with our applicable principles and 

guidelines, to ensure that the employee contributes to Ally’s long-term success and, ultimately, 

Ally’s ability to repay taxpayers. Accordingly, Exhibit I to the top 25 letter is hereby amended 

to include this employee’s 2012 compensation as follows: 

Employee ID Cash Salary Stock Salary

Long-Term 

Restricted Stock

Total Direct 

Compensation

921597 $500,000 $1,149,872 $500,000 $2,149,872 

 

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”). 
Following announcements made by the Company in May 2012 concerning Ally's 

mortgage subsidiary Residential Capital, LLC and its international operations, and in response to 

a proposal by the Company's compensation committee, the Office of the Special Master issued 

certain modifications with regard to compensation structure for the top 25 employees for 2009-

2012 in a supplemental determination letter dated June 8, 2012. Those modifications will also 

apply to this top 25 employee, consistent with the other top 25 employees. 

The approvals in this letter apply only to the employee 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 of the Special Master by Section 30.16(a)(3) of the 

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, 

~~fH~~ Patricia Geoghegan 

Office of the Special aster 

for T ARP Executive Compensation 

cc: Richard Strahota 

Drema M. Kalajian, Esq. 

2