Ally Financial Inc. Severance Plan, Plan Document and Summary Plan Description

This is the plan document and Summary Plan Description (“SPD”) for the Ally Financial Inc. Severance Plan (the “Plan”). Ally Financial Inc. (the “Company”) is the Plan sponsor. The Company originally adopted the Plan effective January 1, 2009 and has since amended it from time to time. The Plan is intended to be an employee welfare benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, and the applicable regulations promulgated thereunder (“ERISA”). As SPD, the purpose of this document is to explain and provide information regarding the Plan. You should read it carefully.

The Plan is intended to provide financial and other benefits to Participants (defined in Section II below) in the event of certain terminations of employment. Severance payments are not to be viewed as automatic and are not compensation for past services, but instead are intended only as prospective payments that will be offered under the circumstances set forth in the Plan. This Plan replaces and supersedes all other plans, programs, policies, agreements, or arrangements of the Company (other than individual employment agreements) in which any employee was eligible or entitled to participate prior to January 1, 2009.

A.    All United States employees of the Company or any Affiliate participate in the Plan (“Participant(s)”). However, the level of participation is determined on an individual basis based on a Participant’s level of responsibility within the Company or Affiliate and as described in sub-section B and C below. “Affiliate” means (i) any entity that owns or controls, is owned or controlled by, or is under common control with the Company and (ii) any entity in which the Company directly or indirectly has a significant equity interest.

B.    Employees who did not participate in the Company’s Long-Term Equity Compensation Incentive Plan¹ (“LTECIP”) or Band 2 and Band 3 Employees whose LTECIP participation was the result of an RSU award issued after December 31, 2011 will participate in this Plan at Benefit Level I described herein and be referred to as “Level I Participants”.

C.    Band 2 Employees who participated in the LTECIP by virtue of an RSU award issued prior to January 1, 2012 or who were hired with eligibility for Ally Supplemental Benefits prior to January 1, 2012, and all Band 1 Employees with the exception of the Chief Executive Officer of Ally Financial Inc. (“CEO”) and the Purview Executives (designated as such from time to time by the Compensation, Nominating, and Governance Committee of the Company’s Board of Directors) will participate in this Plan

Exhibit 10.6 Ally Financial Severance Planat Benefit Level II described herein and be referred to as “Level II Participants”; provided, however, that persons who participate in the LTECIP solely as the result of receiving a Key Contributor Share Unit award (a “KCSU”) are not Level II Participants. KCSU recipients will participate in the Plan at Benefit Level I described herein and remain Level I Participants regardless of whether they received the KCSUs under the LTECIP or the Ally Financial Inc. 2014 Incentive Compensation Plan.

D.    The CEO and Purview Executives will participate in this Plan at Benefit Level III described herein and be referred to as “Level III Participants”.

A.    Plan benefits are payable only upon a “Qualifying Termination of Employment,” which means a termination of employment initiated by the Company as a result of any of the following:

B.    Plan benefits are not payable for a termination of employment that is not a Qualifying Termination of Employment, including but not limited to:

C.    Plan benefits (“Severance Pay” and “Outplacement” as described below) will not be paid unless and until the Participant signs and does not revoke a release document(s) in a form(s) satisfactory to, approved by, and provided by the Company. These documents may be changed from time to time as determined solely by the Company.

IV. PLAN BENEFITS

A.    Level I Participants are eligible for the following Severance Pay (with “pay” as referenced below meaning base salary only):

B.    Level II Participants are eligible for the following Severance Pay (with “pay” as referenced below meaning base salary only):

C.    Level III Participants are eligible for the following Severance Pay:

D.    Base salary for the purpose of determining commission-eligible employees’ Severance Pay is deemed to be $50,000 annually.

E.    Any debts or monies a Participant owes to the Company or its subsidiaries or affiliates will be deducted from the Severance Pay amounts described in A, B, C or D above for which any Participant is eligible.

F.        Outplacement. Each Participant is eligible to receive outplacement benefits following a Qualifying Termination of Employment through an approved vendor,

provided that the scope, level, amount, timing, and all other terms and conditions of such outplacement benefits are determined by the Company in its sole discretion and on an individual-by-individual or a group-by-group basis. In addition, outplacement benefits will be tiered based on the Participant’s level in the organization, market conditions, and/or geographic area.

A.    Confidentiality. At all times prior to and following the termination date, a Participant may not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or any of its Affiliates, including such trade secret or proprietary or confidential information of any customer or client or other entity to which the Company owes an obligation not to disclose such information, which he or she acquires during his or her employment with the Company, including records kept in the ordinary course of business, except:

Notwithstanding anything contained herein, (i) nothing in this Plan or related release document limits any Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”), or any other federal, state or local governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company, (ii) the Company may not retaliate against any Participant for any of these foregoing activities, (iii) nothing in this Plan or any related release agreement requires any Participant to waive any monetary award or other payment that such Participant might become entitled to from the SEC, FINRA or any other Government Agency, and (iv) nothing in this Plan or any related release

agreement precludes any Participant from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency; provided, however, no Participant shall be entitled to receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that such Participant files or that is filed on such Participant’s behalf.

B.    Non-Disparagement. At all times prior to and following the termination date, a Participant may not make any statements or express any views that disparage the business reputation or goodwill of the Company or any of its Affiliates, investors, shareholders, officers, or employees.

C.    Return of Company Property. Immediately following the termination date, a Participant must return all Company property in his or her possession, including but not limited to all computer equipment (hardware and software), telephones, facsimile machines, electronic communication devices, credit cards, office keys, security access cards, badges, identification cards, and all copies (including drafts) of any information (however stored) relating to the business of the Company, its customers or clients, or prospective customers or clients.

D.    Cooperation. Following the termination date, a Participant will cooperate willingly, as the Company may reasonably request, including his or her attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company's defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which he or she was involved or potentially had knowledge by virtue of his or her employment with the Company.

E.    Enforcement of Section V.

breach or threatened breach of Section V, including the recovery of damages.

A.    Withholding Taxes. The Company is entitled to withhold from any and all payments made under the Plan all federal, state, local, or other taxes which the Company determines are required to be so withheld from such payment.

B.     Code Sections 409A and 4999. The Plan is not intended to be subject to Code Section 409A. If the benefits payable to any Participant under the Plan would be subject to Code Section 409A unless they are fully paid by the date two and one-half months following the year in which they become vested, then such benefits will in all events be paid by such date. Notwithstanding anything contained in the Plan to the contrary, the Company shall have full authority to operate the Plan and to override or amend any provision in the Plan and any related release agreement in order for the Plan to be fully complaint, both in form and in operation, with Code Section 409A. Notwithstanding anything to the contrary contained in this Plan or any other plan or agreement, to the extent that the payments and benefits provided under this Plan, together with the payments and benefits provided under any other Company plan or agreement, to or for the benefit of a Participant (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Code Section 4999, the Payments shall be reduced (but not below zero) so that the value of all Payments equals the Participant’s “base amount,” within the meaning of Code Section 280G(b)(3) and its implementing regulations (the “Safe Harbor Amount”) minus $1.00, but only if, by reason of such reduction, the Net After-Tax Benefit shall exceed the Net After-Tax Benefit if such reduction were not made (the “Required Reduction”). The Net After-Tax Benefit is defined as the present value of the Payments net of all taxes imposed on the Payments under Code Sections 1 and 4999 and under applicable state and local laws. If a reduction is required pursuant to the foregoing, unless the Participant shall have given a prior written notice specifying a different order to the Company to effectuate the reduction in compliance with Code Section 409A, the Company shall reduce or eliminate the Payments by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the relevant change in control date.

C.    No Guarantee of Tax Consequences. No person connected with the Plan in any capacity, including but not limited to the Company, any Affiliate, 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.

B.    The Company, and such other person(s) or entity(ies) to whom such authority has been delegated as a fiduciary of the Plan, may, in its sole discretion, determine each employee’s eligibility for benefits under the Plan, the amount of Severance Pay or other benefits payable under the Plan, and make factual determinations as are required to properly administer the Plan. Such determinations may also be made under the “Claims Procedure” (explained below) when the Claims Procedure is applicable.

C.    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, has the sole authority and responsibility to interpret or construe the terms and provisions of the Plan in accordance with ERISA.

If you believe that you are entitled to severance benefits, you must make a claim for benefits by following the Claims Procedure set forth in the Appendix to this document.

Official Plan Name: Ally Financial Inc. Severance Plan

Ally Financial Inc.

500 Woodward Ave.

Detroit, MI 48226

Employer Identification Number of Employer that Maintains the Plan:

38-0572512

Plan Number: 535

Type of Plan: Welfare - Severance

Type of Administration: Self-administered by Ally Financial Inc.

Funding: The Plan is unfunded and uninsured.

Sources of Contributions: The employer, Ally Financial Inc., makes contributions in the amount necessary to pay benefits.

Agent for Service of Legal Process on the Plan and Address at which Process May Be Served:

Ally Financial Inc.

c/o The Corporation Company

30600 Telegraph Road, Suite 2345

Bingham Farms, MI 48025-5720

Toll-free ###-###-####

Date of the End of the Year for Purposes of Maintaining the Plan’s Fiscal Records (that is, the Plan year-end): December 31.

As a Participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Participants are entitled to:

with the U.S. Department of Labor, and available at the Public Disclosure Room of the Employee Benefits Security Administration.

In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA.

If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of the Plan documents or latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file a suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about your Plan, you should contact the Plan administrator (see Section XI below). If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan administrator, you should contact the nearest office of the Employee Benefits

Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Questions regarding the Plan may be directed to:

Ally Financial Inc.

Attn.: Plan Administrator

500 Woodward Ave.

Detroit, MI 48226

A.    No Mitigation. A Participant is under no obligation to seek other employment following the termination date and there will be no offset against amounts due to the Participant under the Plan on account of any compensation attributable to any subsequent employment.

B.    Offset. Any benefits paid under the Plan will be reduced by any payment or benefit made or provided by the Company or any Affiliate to the Participant pursuant to: (i) any plan, program, policy, or arrangement of the Company or Affiliate that provides a payment upon separation from employment not otherwise referred to in the Plan; (ii) the termination-of-employment provisions of any employment agreement between the Company or any Affiliate and the Participant; or (iii) any federal, state or local statute, rule, regulation, or ordinance.

C.    No Right, Title, or Interest in Company Assets. Participants have no right, title, or interest whatsoever in or to any assets of the Company or any investments which the Company may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, creates or may be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant or his or her beneficiary, legal representative, or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right is no greater than the right of an unsecured general creditor of the Company. Subject to this Section XII, all payments to be made under the Plan will be paid from the general funds of the Company and no special or separate fund will be established and no segregation of assets will be made to assure payment of such amounts

D.    No Right to Continued Employment. A Participant’s rights, if any, to continue to serve the Company as an employee are not enlarged or otherwise affected by

his or her designation as a Participant, and the Company or applicable Affiliate reserves the right to terminate the employment of any Participant at any time. The Plan does not give any Participant or any other individual any right to be selected as a Participant or to continued employment with the Company or any Affiliate.

E.    Other Rights. The Plan does not affect or impair the rights or obligations of the Company or a Participant under any other written Plan, contract, arrangement, or pension, profit sharing, bonus, equity incentive, or other compensation-providing Plan; provided however, that if any provision of any agreement, plan, program, policy, arrangement, or other written document between or relating to the Company and the Participant conflicts with any provision of the Plan, the provision of the Plan control and prevail.

F.    Governing Law. Except as superseded by ERISA or other applicable federal law, the Plan is governed by and construed in accordance with the laws of the State of Michigan without reference to principles of conflict of laws,.

G.    Severability. If any term or condition of the Plan is deemed by a court of law to be invalid or unenforceable to any extent or in any application, then the remainder of the Plan, with the exception of such invalid or unenforceable provision, will not be affected by such determination and will continue in effect and application to its fullest extent.

H.    Executive Compensation Requirements.  Awards hereunder may be subject to the requirements of any federal, State or other statute, regulation or other law that may govern executive compensation and apply to the Company. Notwithstanding any provision of the Plan to the contrary, the Company shall have the right to change this Plan or any Award, or interpret their respective provisions, so as to comply with such requirements.

Ally Financial Inc.

Attn.: Benefits Administrator

500 Woodward Ave.

Detroit, MI 48226

Your claim should include:

determines that special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension will be furnished to the Participant prior to the termination of the initial 90-day period. Such extension may not exceed an additional 90 days from the end of the initial 90-day period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the final decision. For the purposes of this paragraph 3, the period of time within which a benefit determination is required to be made will begin at the time a claim is filed in accordance with the Plan’s filing requirements, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

 

Ally Financial Inc.

Attn.: ERISA Appeals Committee

500 Woodward Ave.

Detroit, MI 48226

The ERISA Appeals Committee will conduct a full and fair review of each appealed claim and its denial. The claimant will have at least 60 days following receipt of a notification of an adverse benefit determination within which to appeal the determination.

claimant will be provided, free of charge upon written request, reasonable access to, and copies of, all documents, records and other information relevant (as defined in paragraph (k) below) to the claimant’s claim for benefits. In considering the appeal, the ERISA Appeals Committee will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in connection with the initial benefit determination.

“Adverse benefit determination” means any of the following: a denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of a claimant’s eligibility to participate in the Plan; and

a document, record, or other information is considered “relevant” to a claim if such document, record, or other information was relied upon in making the benefit determination, was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination, or demonstrates compliance with the administrative processes and safeguards required above in making the benefit determination.