CALCULATION OF REGISTRATION FEE
| Title of Each Class of | Maximum Aggregate | Amount of | ||||
| Securities Offered | Offering Price | Registration Fee(1) | ||||
| 2.000% Ally Financial Term Notes, Series A Due June 15, 2014 | $1,230,000 | $167.77 | ||||
| 3.350% Ally Financial Term Notes, Series A Due December 15, 2016 | $6,613,000 | $902.01 | ||||
| (1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. | ||||||
| Filed under Rule 424(b)(2), Registration Statement No. 333-183535 | ||||||||||||
| Pricing Supplement No. 4 - Dated Monday, December 3, 2012 (To: Prospectus dated August 24, 2012) | ||||||||||||
| CUSIP | Principal | Gross | Net | Coupon | Coupon | Coupon | Maturity | 1st Coupon | 1st Coupon | Survivor's | Product | |
| Number | Amount | Selling Price | Concession | Proceeds | Type | Rate | Frequency | Date | Date | Amount | Option | Ranking |
| 02006DAK7 |
$1,230,000.00 | 100.000% | 0.575% | $1,222,927.50 | Fixed | 2.000% | Semi-Annual | 06/15/2014 | 06/15/2013 | $10.50 | No | Senior Unsecured Notes |
| Redemption Information: Non-Callable | ||||||||||||
| 02006DAL5 | $6,613,000.00 | 100.000% | 1.300% | $6,527,031.00 | Fixed | 3.350% | Monthly | 12/15/2016 | 01/15/2013 | $3.63 | No | Senior Unsecured Notes |
| Redemption Information: Callable at 100% on 12/15/2013 and Monthly thereafter with 30 Calendar Days Notice. | ||||||||||||
| Ally Financial Inc. | Offering Date: Tuesday, November 27, 2012 through Monday, December 3, 2012 | Ally Financial Inc. |
| Trade Date: Monday, December 3, 2012 @ 12:00 PM ET | ||
| Ally Financial Term Notes, Series A | ||
| Settle Date: Thursday, December 6, 2012 | Prospectus dated August 24, 2012 | |
| 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: 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. |