Ally Financial Inc. — Regulatory Filings 2012

Sep 24, 2012

424B2 1 v745914_424b2.htm FINAL PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE — Title of Each Class of	Maximum Aggregate	Amount of
Securities Offered	Offering Price	Registration Fee (1)
2.600% Ally Financial Term Notes, Series A Due September 15, 2014	$2,330,000	$267.02
3.050% Ally Financial Term Notes, Series A Due September 15, 2015	$1,484,000	$170.07
3.500% Ally Financial Term Notes, Series A Due September 15, 2016	$1,703,000	$195.16
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

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Filed under Rule 424(b)(2), Registration Statement No. 333-183535

Pricing Supplement No. 2 - Dated Monday, September 24, 2012 (To: Prospectus dated August 24, 2012)

CUSIP	Principal	Selling	Gross	Net	Coupon	Coupon	Coupon	Maturity	1st Coupon	1st Coupon	Survivor's	Product
Number	Amount	Price	Concession	Proceeds	Type	Rate	Frequency	Date	Date	Amount	Option	Ranking
02006DAD3	$2,330,000.00	100.000%	0.750%	$2,312,525.00	Fixed	2.600%	Monthly	09/15/2014	10/15/2012	$1.30	No	Senior Unsecured Notes
Redemption Information: Callable at 100% on 9/15/2013 and Monthly thereafter with 30 Calendar Days Notice.
02006DAE1	$1,484,000.00	100.000%	1.125%	$1,467,305.00	Fixed	3.050%	Monthly	09/15/2015	10/15/2012	$1.53	No	Senior Unsecured Notes
Redemption Information: Callable at 100% on 9/15/2013 and Monthly thereafter with 30 Calendar Days Notice.
02006DAF8	$1,703,000.00	100.000%	1.300%	$1,680,861.00	Fixed	3.500%	Monthly	09/15/2016	10/15/2012	$1.75	No	Senior Unsecured Notes

Redemption Information: Callable at 100% on 9/15/2013 and Monthly thereafter with 30 Calendar Days Notice.

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Ally Financial Inc.	Ally Financial Inc.
Trade Date: Monday, September 24, 2012 @ 12:00
PM ET	Ally Financial
Term Notes, Series A
	Prospectus
dated August 24, 2012
Settle Date: Thursday, September 27, 2012
Minimum Denomination/Increments:$1,000.00/$1,000.00
Initial trades settle flat and clear SDFS: DTC Book Entry
only
DTC Number 0235 via RBC Dain Rauscher Inc
Agents: Citigroup, RBC Capital Markets, Morgan Stanley, J.P.
Morgan
If the maturity date or an interest payment date for any note
is not a business day (as term is defined in prospectus), principal, premium, if any, and interest for that note is paid on
the next business day, and no interest will accrue from, and after, the maturity date or interest payment date.
Legal Matters- Validity of the Notes:
In the opinion of counsel to Ally Financial Inc. (the “Company”),
when the notes offered by this pricing supplement have been executed and issued by the Company and authenticated by the trustee
pursuant to the indenture dated as of September 24, 1996,with The Bank of New York Mellon (as successor to JPMorgan Chase
Bank, N.A.), as trustee (the “Trustee”), as amended and supplemented from time to time (the “Indenture”),
and delivered against payment as contemplated herein, such notes will be valid and binding obligations of the Company, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability, and provided that I express no opinion as to (i) the enforceability of
any waiver of rights under any usury or stay law, (ii) the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above and (ii) the validity, legally binding effect or enforceability
of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the notes to
the extent determined to constitute unearned interest. This opinion is given as of the date hereof and is limited to Federal
laws of the United States of America, the law of the State of New York and the General Corporation Law of the State of Delaware.
In addition, this opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery
of the Indenture, the Trustee’s authentication of the notes, and the validity, binding nature and enforceability of
the Indenture with respect to the Trustee, and the genuineness of signatures and to such counsel’s reliance on the Company
and other sources as to certain factual matters, all as stated in the letter of such counsel dated August 24, 2012, which
has been filed as Exhibit 5.1 to the Registration Statement.

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