Eighth Supplemental Indenture



 Exhibit 4.1.8 

THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of the 4th day of January, 2012, between ALLY FINANCIAL INC., a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), a party of the first part, and U.S. BANK NATIONAL ASSOCIATION, a corporation duly organized and existing under the laws of the United
States of America (hereinafter called the “Trustee”), as Trustee, which term shall include any successor trustee appointed pursuant to Article Six under the Indenture of the Company dated as of October 15, 1985, and all indentures
supplemental thereto including this Eighth Supplemental Indenture (such Indenture and supplemental indentures hereinafter called the “Indenture”). 
 WITNESSETH: 
 WHEREAS, the Indenture provides for the
issuance from time to time of the Company’s Variable Denomination Adjustable Rate Demand Notes (hereinafter called the “Demand Notes”) in an aggregate principal amount of Eight Billion Dollars ($8,000,000,000). Terms used in this
Eighth Supplemental Indenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture; and 
 WHEREAS, this Eighth Supplemental Indenture amends the Indenture, pursuant to Sections 9.01(e) and (f) thereof, in order to: (a) provide for the issuance, from time to time, under the Indenture
of Demand Notes in an additional aggregate principal amount of Four Billion Five Hundred Million Dollars ($4,500,000,000), and (b) replace references to $250 in Section 13.04 with references to $1,000; 

NOW, THEREFORE, for and in consideration of the premises and the purchase of the Demand Notes by the holders thereof, the
Company covenants and agrees for the equal and proportionate benefit of the respective holders from time to time hereafter of the Demand Notes, as follows: 
 Article One 
 The Company and the Trustee agree that all references in the
Indenture limiting the aggregate principal amount of Demand Notes issuable thereunder to the amount of Eight Billion Dollars ($8,000,000,000) are hereby amended to read Twelve Billion Five Hundred Million Dollars ($12,500,000,000). 

Article Two 
 Article Thirteen of the Indenture is amended by deleting therefrom all instances of “$250” and substituting “$1,000.” 







 IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental
Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all of the day and year first above written. 
  

									
		 		 	Ally Financial Inc.
					
	Attest:	 		 		 		 	
				
	 /s/ Barbara Taylor
	 		 	By:	 	 /s/ Cathy L. Quenneville

	 Assistant Secretary
	 		 		 	Name: Cathy L. Quenneville
		 		 		 		 	Title: Corporate Secretary


  
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		 		 	 U.S. BANK NATIONAL

    ASSOCIATION, as Trustee


  

							
	Attest:	 		 	
				
	 /s/ Susan T. Brown
	 		 	By:	 	 /s/ James Kowalski

	Vice President	 		 		 	    Name: James Kowalski
		 		 		 	    Title: Vice President

 STATE OF MICHIGAN      ) 
                                   
            ) ss. 
 COUNTY OF WAYNE        )

 On the 4th day of January, 2012, before me personally came Cathy L. Quenneville, to me known, who, being by
me duly sworn, did depose and say that she resides at                    , Michigan, that she is the Corporate Secretary of ALLY FINANCIAL INC., one
of the parties described in and which executed the above instrument; that she knows the corporate seal of said Company; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of
Directors of said Company; and that she signed her name thereto by like authority. 
  

					
	[Notary Seal]	 		 	
			
		 		 	 /s/ Donna M. DiCicco

		 		 	Notary Public

 STATE OF MICHIGAN      ) 
                                   
            ) ss. 
 COUNTY OF WAYNE        )

 I, Tracey L. Nawrot , a notary public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that on the 4th day
of January, 2012, James Kowalski, personally known to me to be the Vice President of U.S. BANK NATIONAL ASSOCIATION, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day
in person and acknowledged that as such Vice President, he signed and delivered the said instrument, pursuant to authority given by the Board of Directors of said association as his free and voluntary act, and as the free and voluntary act and deed
of said association for the uses and purposes set forth. 
  

					
	[Notary Seal]	 		 	
			
		 		 	 /s/ Tracey L. Nawrot

		 		 	Notary Public


  
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