Ally Bank 2011 Annual Report Download - page 275

3.3 Amendment of Plan. The Board may amend the Plan at any time with or without prior notice; provided, however, that no
action authorized by this Section 3.3 shall reduce the amount of any outstanding Award or otherwise adversely change the terms
and conditions thereof without the Participant's prior written consent, except as provided in Section 3.5.
3.4 Amendment or Cancellation of Award Letters. The Committee may amend or modify any Award Letter at any time; provided,
however, that except as provided in Section 3.5, if the amendment or modification adversely affects the Participant, such
amendment or modification shall be by mutual agreement between the Committee and the Participant or such other persons as
may then have an interest therein.
3.5 Compliance Amendments. Notwithstanding anything contained in this Section 3 or in the Plan to the contrary, the Plan and/or
any Award Letter may be unilaterally amended by the Board or the Committee, as the case may be, – even if such amendment
reduces the amount of any outstanding Award or otherwise adversely changes the terms and conditions thereof without the
Participant’s prior written consent – if such amendment is required to comply with (i) any Federal law or regulation that may
govern executive compensation, including but not limited to Title VII of the American Recovery and Reinvestment Act of 2009
and the Troubled Asset Relief program and the regulations thereunder or (ii) Code Section 409A. In addition, any such
amendment to the Plan or to any Award Letter that would cause compensation payable under the Plan to be subject to the penalty
tax imposed by Code Section 409A shall be null and void and of no effect as if the Plan had never been amended.
4.0 ADMINISTRATION
4.1 Responsibility. The Committee shall have the responsibility, in its sole discretion, to control, operate, manage and administer
the Plan in accordance with its terms.
4.2 Award Letter. Each Award granted under the Plan shall be evidenced by an Award Letter, which shall be signed by an
authorized agent or officer of Ally Financial Inc. and the Participant; provided, however, that in the event of any conflict between
a provision of the Plan and any provision of an Award Letter, the provision of the Plan shall control and prevail.
4.3 Authority of the Committee. The Committee shall have all the discretionary authority that may be necessary or helpful to
enable it to discharge its responsibilities with respect to the Plan, including but not limited to the following:
(a) to determine eligibility for participation in the Plan;