Ally Bank 2011 Annual Report Download - page 298

A.Withholding Taxes. The Company shall be entitled to withhold from any and all payments made under the Plan all
federal, state, local and/or other taxes or imposts which the Company determines are required to be so withheld from such
payment.B.Code Section 409A. The Plan is not intended to be subject to Code Section 409A. Notwithstanding anything contained
in the Plan to the contrary, the Committee shall have full authority to operate the Plan and to override or amend any provision in
the Plan and any Participation Agreement in order for the Plan to be fully compliant – both in form and in operation – with Code
Section 409A.
C.No Guarantee of Tax Consequences. No person connected with the Plan in any capacity, including, but not limited to,
the Company and any subsidiary and their directors, officers, agents and employees makes any representation, commitment, or
guarantee that any tax treatment, including, but not limited to, federal, state and local income, estate and gift tax treatment, will be
applicable with respect to amounts payable or provided under the Plan, or paid to or for the benefit of a Participant under the Plan,
or that such tax treatment will apply to or be available to a Participant on account of participation in the Plan.
VII.ADMINISTRATION, AMENDMENT AND TERMINATION
The Company has and retains the right to interpret, amend, revise, cancel or terminate the Plan at any time and without
prior notice, provided any amendment, revision, cancellation or termination of the Plan will not reduce a Participant’s benefits to
which he or she has become entitled due to a Qualified Termination of Employment that has already occurred or is about to occur.
No representations by anyone may extend the Plan to provide severance packages or benefits not covered by the Plan.
The Company, and such other person(s) or entity(ies) to whom such authority has been delegated as a fiduciary of the
Plan, shall in its sole discretion determine each employee’s eligibility under the Plan and the amount of Severance Pay or other
benefits under the Plan, and in connection therewith in such fiduciary capacity and in its sole discretion shall make factual
determinations. Such determinations shall be made under the Claims Procedure (explained below) when the Claims Procedure is
applicable.
The Company, and such other person(s) or entity(ies) to whom such authority has been delegated as a fiduciary of the
Plan, acting under the Claims Procedure or otherwise, shall have the authority and responsibility, in its sole discretion, to interpret
or construe the terms and provisions of the Plan.
VIII.CLAIMS PROCEDURE