Prospectus excerpt:  GM Preferred Finance Co. Holdings LLC, a Delaware limited liability company (ÙGM HoldCoˆ or the ÙSelling Securityholderˆ) is selling the Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A (ÙSeries A Preferredˆ) of Ally Financial Inc. (ÙAllyˆ). Ally will not receive any proceeds from the sale of Series A Preferred by the Selling Securityholder.

Each share of Series A Preferred has a liquidation amount of $25. Dividends on the Series A Preferred are non-cumulative and payable in cash. Beginning March 25, 2011 to but excluding May 15, 2016, dividends on the Series A Preferred will accrue at a rate of 8.500% per annum on the liquidation amount. Beginning on May 15, 2016, dividends on the Series A Preferred will accrue at an amount per annum equal to Three-Month LIBOR plus 6.243%. Holders of Series A Preferred will be entitled to receive dividends when, as and if declared by Ally?s board of directors (the ÙBoard of Directorsˆ). Subject to obtaining any required regulatory approvals and compliance with Ally?s replacement capital covenant agreement entered into for the benefit of certain of its debtholders on November 30, 2006 and the restrictions contained in the terms of any other series of Ally stock, Ally may redeem all or any portion of the outstanding shares of Series A Preferred on any dividend payment date on or after May 15, 2016. A description of the Series A Preferred can be found under ÙDescription of the Series A Preferredˆ in this prospectus supplement.