Ally Bank 2011 Annual Report Download - page 372

Ally Financial Inc. (UST# AIF0008), formerly GMAC Inc.,
Section 30.15 Certifications for 2011
In compliance with the Interim Final Rule, TARP Standards for Compensation and Corporate
Governance, 31 CFR Part 30, Section 30.15:
(i) The Compensation, Nominating and Governance Committee of the Board of Directors of Ally Financial Inc. (Committee) has
discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently
completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation
plans and the risks these plans pose to Ally Financial Inc.;
(ii) The Committee has identified and limited during any part of the most recently completed fiscal year that was a TARP period
any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the
value of Ally Financial Inc. and has identified any features of the employee compensation plans that pose risks to Ally Financial
Inc. and has limited those features to ensure that Ally Financial Inc. is not unnecessarily exposed to risks;
(iii) The Committee has reviewed, at least every six months during any part of the most recently completed fiscal year that was a
TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the
manipulation of reported earnings of Ally Financial Inc. to enhance the compensation of an employee, and has limited any such
features;
(iv) The Committee will certify to the reviews of the SEO compensation plans and employee compensation plans required under
(i) and (iii) above;
(v) The Committee will provide a narrative description of how it limited during any part of the most recently completed fiscal year
that was a TARP period the features in
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value
of Ally Financial Inc.;
(B) Employee compensation plans that unnecessarily expose Ally Financial Inc. to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of Ally Financial Inc. to
enhance the compensation of an