A class action settlement has been funded for the benefit of First City Bank retirement plan participants. To determine your eligibility, please complete and have notarized the Claim Form [click to download for printing] , returning it by mail to : First City Class Action Settlement, 909 Fannin, Suite 3150, Houston, Texas 77010.

You must also complete the IRS Form W-9. [click to download for printing]

Your fully executed Claim Form and W-9 must be received on or before December 18, 2009 or you will NOT receive a payment.

The Notice [click to download for printing or reading] provides details of the settlement.

We will also assist you if you call (800) 324-5080 or (713) 351-7100.

Category #1

Documents of Greatest Importance to Class Members

1. Notice to Class Members Approved by Judge Schaffer in his October 16, 2009 Amended Preliminary Hearing Approval Order (the “Notice”). This is the Notice to Class Members filed in the 152nd Judicial District Court of Harris County and approved by Judge Schaffer on October 15, 2009.

2. Amended Notice of Hearing, dated October 19, 2009, Scheduling a November 12, 2009 Class Action Settlement Fairness Hearing in Judge Schaffer’s 152nd Judicial District Court (the “Notice of Hearing”). This is a copy of the Amended Notice of a Class Action Hearing in the 152nd Judicial District Court of Harris County.

2B. Second Amended Notice of Hearing, dated October 27, 2009. This is a copy of the Second Amended Notice of a Class Action Hearing in the 152nd Judicial District Court of Harris County.

3. The Claim Form, as proposed by Class Counsel, subject to revision by Judge Schaffer during the November 12, 2009 Class Action Settlement Fairness Hearing (the “Claim Form”).

4. Internal Revenue Service Form W-9 (the “W-9”) (which the Claim Administrator will ask all Class Members to execute and deliver along with a valid, fully-filled out Claim Form bearing an original, blue-ink or black-ink signature).

5. The Settlement Agreement Executed on September 21/22, 2009 (the “Settlement”). The Agreement and Stipulation of Settlement executed by counsel for all parties on September 21-22, 2009, evidencing a settlement among FCLT Loans Asset Corporation (“FCLT”), FirstCity Financial Corporation (“FCFC”), JP Morgan Chase Bank, N.A. (“Chase”), and Timothy J. Blair, Individually and as the Class Representative on behalf of the Class (the “Class Representative”). This is the class action settlement for which all parties seek approval.

6. Amended Preliminary Hearing Approval Order signed by Judge Schaffer on October 16, 2009 (the “Hearing Approval Order”). The First Amended Preliminary Hearing Approval Order Providing for Notice and Hearing in Connection with Settlement Hearing, signed by Harris County District Court Judge Bob Schaffer.  This is the order that will govern the November 12, 2009 Class Action Settlement Fairness Hearing.

7. The Revised Calendar – a History of Case Events (the “Calendar”).

8. Proposed Final Judgment (“Proposed Final Judgment”). This is the proposed “Final Judgment” filed in the 152nd Judicial District Court on October 15, 2009, that is, the proposed judgment that the parties seek to have Judge Schaffer approve at the end of the November 12, 2009 Class Action Settlement Fairness Hearing.

Category #2

First City Bancorporation Plan and Trust Documents, Correspondence, Prudential Documents, Pleadings, Motions, Orders, Judgments, and Trial and Appellate Court

Docket Sheets and Record Excerpts

9. Plaintiff Timothy J. Blair’s Verified Motion for an Amended, Preliminary Hearing Approval Order Motion (the “Amended Motion for Approval Hearing Order”). This is Third Party Plaintiff Timothy J. Blair’s Verified Motion for an Amended, Preliminary Approval Order Concerning a Class Action Settlement and for Approval of Notice and the Scheduling of a Final Fairness Hearing, filed in the 152nd Judicial District Court of Harris County on October 15, 2009.

10. Plaintiff Timothy J. Blair’s Verified Motion for a Preliminary Hearing Approval Order Motion (the “Original Motion for Approval Hearing Order”). This is Third Party Plaintiff Timothy J. Blair’s Verified Motion for an Amended, Preliminary Approval Order Concerning a Class Action Settlement and for Approval of Notice and the Scheduling of a Final Fairness Hearing, filed in the 152nd Judicial District Court of Harris County on September 25, 2009.

11. The October 7, 2009 Letter of Prudential Insurance Company Team Leader Chris Gillen’s letter explaining the current status of Prudential’s list of former First City annuitants (“Prudential’s October 7, 2009 Letter about Class Members”).

12. The January 1, 1976 First City Bancorporation Employee Retirement Trust (the “1976 Trust”).

13. The January 1, 1983 First City Bancorporation Employee Retirement Plan (the “1983 Plan”).

14. Prudential Insurance Company GAC # 5858. The former First City employees’ Class Members’ Prudential Insurance Company Group Annuity Contract No. GA-5858, reflecting a deposit in the amount of $18,336,340, dated May 6, 1991.

15. Prudential Insurance Company GAC # 5523. The former First City employees’ Class Members’ Group Annuity Contract GAC # 5523, reflecting a deposit in the amount of $2,686,486, dated May 6, 1991.

16. Prudential Insurance Company’s 1991 correspondence and certificate forms for annuitants under GAC # 5858.

17. The Joint Plan of Reorganization by First City Bancorporation of Texas in the In Re First City Bancorporation of Texas, Inc., Debtor bankruptcy case, Case No. 392-39474-HCA-11, in the U.S. District Court for the Northern District of Texas, Dallas Division, dated May 5, 1995.

18. Prudential Insurance Company booklet entitled Important Information about Prudential’s Plan of Reorganization. This is a copy of Prudential Insurance Company’s booklet explaining its purposes for reorganizing as a demutualized corporation under New Jersey law.

19. Prudential Demutualization Booklet. This is a copy of Prudential Insurance Company’s booklet entitled, Prudential’s Plan to Demutualize: A Guide to Issues for Group Contract Holders and Policyholders, as published by the Prudential Insurance Company.

20. Internal Revenue Service Private Letter Ruling 200114002. This IRS Private Letter Ruling,  This private letter ruling, which does not bind the IRS in its transactions, examined taxation and demutualization issues as they applied to a mutual life insurance company.

21. First City President Robert W. Brown’s October 29, 2001 letter to Kevin J. Griffin, Manager, Guaranteed Products, Prudential Insurance Company of America.

22. Prudential Financial, Inc.’s Petition in Interpleader. This is a copy of the Plaintiff’s Original Petition that initiated Prudential Financial, Inc.’s interpleader lawsuit against JPMorgan/Chase Bank, FCFC and FCLT on January 19, 2005, along with all exhibits attached to that pleading.

23. JPMorgan Chase Bank, N.A.’s Original Answer, Cross-Petition, and Third-Party Petition for Declaratory Judgment, etc.

24. Defendant FirstCity Financial Corporation’s First Amended Answer and Cross-Claim.

25. Timothy J. Blair’s Class Action Lawsuit. The lawsuit Third Party Plaintiff Timothy J. Blair filed against FCLT and FCFC on September 2, 2005.

26.    The Index to the Clerk’s Record in the First Court of Appeals identifying the key pleadings, motions, responses, orders, and judgment in the 152nd Judicial District Court during 2005 and 2006.

27.    First City Financial Corporation’s Motion for Summary Judgment filed on September 30, 2005.

28.    Third Party Defendant Timothy J. Blair’s Response to First City Financial Corporation’s Motion for Summary Judgment and Defendant FCFC’s Motion for Summary Judgment, as filed on September 30, 2005.

29.    The Reporter’s Record of the October 21, 2005 summary judgment hearing in the case.

30.    Judge Ken Wise’s October 21, 2005 Order Granting Timothy J. Blair’s Motion for Recognition of a Class Action Case.

31. Judge Ken Wise’s August 14, 2006 Order Granting Defendant First City Financial Corporation’s Motion for Summary Judgment.

32. Judge Ken Wise’s August 14, 2006 Final Judgment.

33. The Docket Sheet for the Case in the Texas First Court of Appeals.

34. Appellant FCLT’s Appellant’s Brief, including FCLT’s “Chart of Succession of Assets” and FCLT’s “Glossary and Sources of Terms in Chart,” as filed on January 26, 2007.

35. Retirement Plan-Beneficiaries Class-Representative Timothy J. Blair’s Appellant’s Brief, filed on February 28, 2007.

36. Appellee First City Financial Corporation’s Appellee’s Brief, filed on April 6, 2007.

37. Retirement Plan-Beneficiaries Class-Representative Timothy J. Blair’s Reply Brief, filed on May 3, 2007.

38. Blair’s counsel’s March 5, 2008 supplemental letter brief filed in the First Court of Appeals. This is the letter-brief Blair’s counsel filed to argue that Blair was entitled to receive all of the demutualization funds as a result of the decision in Bank of New York v. Janowick, 470 F.3d 264 (6th Cir. 2006), cert. denied sub nom. Southwire Co. v. Janowick, -- U.S. -- , 128 S.Ct. 195, 169 L.Ed.2d 36 (U.S. Oct. 1, 2007) and post-Janowick decisions.

39. The First Court of Appeals’ September 3, 2008 Order scheduling oral argument for September 24, 2009.

40. Appellant FCLT’s Supplemental Letter Brief dated September 9, 2008.

41. The First Court of Appeals’ September 19, 2008 Order granting all parties extended oral argument and the parties’ agreed motion requesting it.

42. The First Court of Appeals’ September 25, 2008 Memorandum Order of Referral to Mediation.

43. The parties’ Agreed Motion to Abate Appeal and Remand, filed on December 31, 2008.

44. The parties’ February 17, 2009 letter of concern to the First Court of Appeals.

45. Appellant Timothy J. Blair’s April 9, 2009 supplemental letter brief to the First Court of Appeals.

46. The First Court of Appeals’ June 4, 2009 Judgment and Opinion.

47. Robert S. MacIntyre Jr.'s Affidavit - Request for Compensation.

48. Robert S. MacIntyre Jr.'s Affidavit - Proposed Compensation for Class Counsel.

49. David A. Furlow's Affidavit - Request for Compensation.

50. Notice of Final Judgment Notice of the Court’s November 30, 2009 Judgment Approving Class Representative Timothy J. Blair’s and Class Counsel’s Proposed Class Action Settlement

51. Final Judgment Order of Final Approval and Final Judgment