Ally
Financial Inc.
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Offering
Date: Monday, May 5, 2014 through Monday, May 12, 2014
Trade
Date: Monday, May 12, 2014 @ 12:00 PM ET
Settle
Date: Thursday, May 15, 2014
Minimum
Denomination/Increments:$1,000.00/$1,000.00
Initial
trades settle flat and clear SDFS: DTC Book Entry only
DTC
Number 0235 via RBC Dain Rauscher Inc
Agents:
Incapital LLC, Citigroup, RBC Capital Markets, Morgan Stanley, J.P. Morgan
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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Ally
Financial Inc.
Ally
Financial Term Notes, Series A
Prospectus
dated August 24, 2012
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