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Agents: Incapital LLC,
Citigroup, RBC Capital Markets, Morgan Stanley, J.P. Morgan, Wells Fargo Advisors, LLC
Except for Notes sold
to level-fee accounts, Notes offered to the public will be offered at the public offering price set forth in this Pricing Supplement.
Selected dealers purchasing Notes on an agency basis for non-level fee client accounts shall purchase Notes at the public offering
price. Notes purchased by the selected dealers for their own account may be purchased at the public offering price less the applicable
concession. Notes purchased by the selected dealers on behalf of level-fee accounts may be sold to such accounts at the applicable
concession to the public offering price, in which case, such selected dealers will not retain any portion of the sales price as
compensation.
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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