Frequently Asked Questions

  1. Why did I get the notice package?

  2. What is this lawsuit about?

  3. What is the status of the case?

  4. Why is this a class action?

  5. Why is there a settlement?

  6. How do I know if I am part of the Settlement?

  7. Are there exceptions to being included?

  8. What if I am still not sure if I am included?

  9. What does the Settlement provide?

  10. How much will my payment be?

  11. How can I get a payment?

  12. When would I get my payment?

  13. What am I giving up to get a payment?

  14. Can I exclude myself from the class?

  15. Do I have a lawyer in this case?

  16. How will the lawyers be paid?

  17. How do I tell the Court that I do not like the proposed Settlement?

  18. When and where will the Court decide whether to approve the proposed Settlement?

  19. Do I have to come to the hearing?

  20. May I speak at the hearing?

  21. What happens if I do nothing at all?

  22. Are there more details about the proposed settlement?

  23. How do I get more information?




1. Why did I get the notice package?

You or someone in your family may have purchased or otherwise acquired National City Corporation 4.0% Convertible Senior Notes due 2011 (the “Notes”) from January 23, 2008 through December 23, 2008.

The Court directed that the Notice be sent to Settlement Class Members because they have a right to know about a proposed Settlement of a class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after objections and appeals are resolved, an administrator appointed by the Court will make the payments that the Settlement allows.

The Notice explains the lawsuit, the Settlement, the Plan of Allocation, Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the case is the United States District Court for the Northern District of Ohio (the “Court”), and the case is known as Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd. v. National City Corporation, et al., Case No. 1:08-nc-70016-SO. This case was assigned to United States District Judge Solomon Oliver, Jr. The people who sued are called plaintiffs, and the company and the officers and directors they sued, National City Corporation (“National City” or the “Company”), Peter E. Raskind, David A. Daberko, Jeffrey D. Kelly, Thomas A. Richlovsky, Jon E. Barfield, James S. Broadhurst, Christopher M. Connor, Bernadine P. Healy, Allen H. Koranda, Michael B. McCallister, Paul A. Ormond, Gerald L. Shaheen, Jerry Sue Thornton and Morry Weiss, are called the defendants.

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2. What is this lawsuit about?

The Second Amended Class Action Complaint for Violations of the Federal Securities Laws dated February 19, 2010 (the “Complaint”) filed in the Action generally alleges, among other things, that Defendants violated Sections 11 and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k and 77o, by making allegedly false statements in the Registration Statement. Plaintiffs further allege that the Registration Statement, which incorporated by reference certain of National City’s 2007 and 2008 financial reports, contained false statements and material omissions relating to, among other things, National City’s underwriting practices, the characteristics and performance of its loan portfolios (and in particular loans originated by National City’s National City Mortgage, National Home Equity and First Franklin business units), its loan loss reserves and its capital and liquidity position. Plaintiffs allege that, as a result of the allegedly material misrepresentations and omissions in the Registration Statement, the price of the Notes was artificially inflated at the time the Registration Statement became effective. Plaintiffs allege that when the true state of National City’s business and operations was allegedly revealed after the offering of the Notes, the price of the Notes fell.

The Defendants deny all allegations of misconduct contained in the Complaint, and deny having engaged in any wrongdoing whatsoever. The Defendants maintain that the allegedly false and misleading statements were truthful and not misleading, and that all material facts were disclosed. Defendants further maintain that any fall in the price of the Notes was due to overall market and economic conditions and was not due to any alleged misrepresentation or omission in the Registration Statement.

The Court has not ruled as to whether the Defendants are liable to Plaintiffs or to the Settlement Class. The Notice is not intended to be an expression of any opinion by the Court with respect to the truth of the allegations in this lawsuit or the merits of the claims or defenses asserted. The Notice is solely to advise you of the pendency of the Action and proposed Settlement thereof and your rights in connection with that Settlement.

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3. What is the status of the case?

On March 24, 2010, Defendants filed a motion to dismiss the Second Amended Complaint in its entirety. Plaintiffs have opposed the motion. The Court has not ruled on Defendants’ motion.

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4. Why is this a class action?

In a class action, one or more persons or entities called class representatives sue on behalf of people who, the Court determines, are similarly situated. In this case the class representatives are the Lead Plaintiff, namely Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd., and Plaintiff Argent Classic Convertible Arbitrage Fund, L.P. Bringing a case, such as this one, as a class action allows adjudication of many similar claims of persons and entities that might be economically too small to bring in individual actions. One court resolves the issues for all Settlement Class Members, except for those who have excluded themselves from the Settlement Class.

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5. Why is there a settlement?

The proposed Settlement is the product of hard-fought, lengthy negotiations between Lead Counsel and Defendants’ Counsel. At various times during the litigation, counsel for the parties discussed the possibility of settling the claims. The parties agreed to mediate the claims under the direction of an experienced professional mediator, David Geronemus of JAMS. On July 13 and 14, 2010, the parties engaged in two full-day mediation sessions with David Geronemus. At that mediation, the parties agreed in principle to the principal terms of the proposed Settlement.

Lead Counsel has conducted a thorough investigation related to the allegations of wrongdoing in this Action, the alleged damages suffered by the Settlement Class, and the potential defenses that could be asserted by each Defendant. In connection therewith, Lead Counsel reviewed numerous news reports, press releases, public records, and Securities and Exchange Commission filings related to the subject matter of this Action; researched the applicable law with respect to the claims; and consulted extensively with experts retained to advise on the issues of both recoverable damages and liability. Based on its investigation and discovery, Lead Plaintiff and its counsel have concluded that the terms and conditions of the Settlement are fair, reasonable and adequate to members of the Settlement Class, and are in the best interests of the Settlement Class.

Defendants deny all charges of wrongdoing or liability with respect to each and all of the claims and contentions that were alleged or that could have been alleged by Lead Plaintiff and the Settlement Class Members, including but not limited to all contentions concerning Defendants’ conduct, as well as contentions that such conduct constitutes wrongdoing or gives rise to legal liability or has caused damage to Lead Plaintiff or the Settlement Class Members. Defendants deny any wrongdoing whatsoever. Defendants deny that they have committed any act or omission giving rise to any liability and/or violation of the law and state that they are entering into this Settlement to eliminate the burden and expense of further litigation.

The Court in this Action did not decide in favor of Plaintiffs or in favor of Defendants. Instead, both sides agreed to a settlement. That way, both sides avoid the inherent risks and significant additional costs of a trial and any appeals, and Settlement Class Members who suffered losses on their transactions in the Notes will get compensation. The Lead Plaintiff and its counsel believe, after weighing the risks and opportunities of further litigation against the benefits of the proposed $22,500,000 Settlement, that the proposed Settlement represents a significant recovery for the Settlement Class and is in the best interests of all Settlement Class Members.

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6. How do I know if I am part of the Settlement?

The Court decided that everyone who fits this description is a Settlement Class Member: all persons or entities who acquired the Notes pursuant to and/or traceable to the Registration Statement from January 23, 2008 through December 23, 2008 and who were damaged thereby, including their legal representatives, heirs, successors or assigns, and any entity in which they have or had a controlling interest.

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7. Are there exceptions to being included?

Excluded from the Settlement Class are Defendants, members of their immediate families, and their legal representatives, heirs, successors or assigns, and any entity in which Defendants have or had a controlling interest.

Also excluded from the Settlement Class are persons or entities who properly exclude themselves by filing a timely and valid request for exclusion as discussed in question number 14.

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8. What if I am still not sure if I am included?

If you are still not sure whether you are included, you can ask for free help. You can call (888) 285-1173 or email the Settlement Administrator at questions@nationalcitynotessettlement.com for more information. Or you can fill out and return the Proof of Claim Form and Release to see if you qualify. You may also wish to contact your own attorney but are not required to do so.

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9. What does the Settlement provide?

In exchange for the settlement and dismissal of the Action, Defendants have caused or will cause a payment equal to $22,500,000 in cash to be paid into escrow for the benefit of the Settlement Class. The Settlement Amount plus interest, after deducting fees and expenses approved by the Court, will be divided among Settlement Class Members who send in a valid Proof of Claim form pursuant to the Plan of Allocation described in the Notice of Proposed Settlement of Class Action.

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10. How much will my payment be?

Your share of the fund will depend on the total Recognized Losses represented by the valid Proof of Claim forms that Settlement Class Members send in, how many Notes you bought, how much you paid for them, and when you bought and whether or when you sold them, and if so for how much you sold them.

You can calculate your Recognized Loss in accordance with the formula shown in the Plan of Allocation section of the Notice of Proposed Settlement of Class Action. It is unlikely that you will get a payment for all of your Recognized Loss. After all Settlement Class Members have sent in their Proof of Claim forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Loss divided by the total of everyone’s Recognized Losses. See the Plan of Allocation described in the Notice of Proposed Settlement of Class Action for more information on your Recognized Loss.

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11. How can I get a payment?

To qualify for a payment, you must send in a Proof of Claim form. A Proof of Claim form is being circulated with the Notice. Read the instructions carefully, fill out the Proof of Claim form, include all the documents the form asks for, sign it, and mail it postmarked no later than January 24, 2011.

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12. When would I get my payment?

The Court will hold a hearing on November 30, 2010, to decide whether to approve the Settlement, the Plan of Allocation and an award of attorneys’ fees and expenses. If the Court approves the Settlement, there may then be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient.

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13. What am I giving up to get a payment?

Upon the “Effective Date” (as defined below), you, on behalf of yourself, your heirs, agents, executors, administrators, beneficiaries, predecessors, successors and assigns, will release all “Released Claims” (as defined below) against the “Released Parties” (as defined below). In addition, the Order and Final Judgment shall provide that all Settlement Class Members covenant not to sue any of the Released Parties directly, indirectly, or derivatively with respect to any of the Released Claims.

The “Effective Date” means the date when an Order entered by the Court approving the Settlement becomes final and not subject to appeal.

“Released Claims” mean any and all claims, debts, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever (including, but not limited to, any claims for interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses, amounts or liabilities whatsoever), whether based on United States federal, state or local statutory or common law or any other law, rule or regulation, whether foreign or domestic, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, foreseen or unforeseen, whether class, individual or derivative in nature, including both known claims and Unknown Claims (as defined below) against any of the Released Parties (as defined below) (i) that have been asserted in the Action (whether pleaded in the Complaint or not), or (ii) that could have been asserted in the Action or in any other court, tribunal, proceeding, or forum by the Lead Plaintiff or the Settlement Class Members, or by their heirs, agents, executors, administrators, beneficiaries, predecessors, successors or assigns, or any of them, against any of the Released Parties that arise out of, relate to, or are based in whole or in part on the Registration Statement or Lead Plaintiff’s or the Settlement Class Members’ purchase or acquisition of Notes.

“Unknown Claims” mean claims that Lead Plaintiff, for itself and on behalf of the Settlement Class, and Defendants do not know or suspect to exist at the time of the release, which if known, might have affected the decision to enter into this release or to object or not object to the Settlement, and the Parties agree that Lead Plaintiff and Defendants shall have waived, and each member of the Settlement Class shall be deemed to waive, and shall waive and relinquish to the fullest extent permitted by law, any and all provisions, rights and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law, or any other law, that governs or limits a person’s release of unknown claims; further that (i) Lead Plaintiff, for itself and on behalf of the Settlement Class, and Defendants shall be deemed to waive, and shall waive and relinquish, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR;

(ii) Lead Plaintiff, for itself and on behalf of the Settlement Class, and Defendants also shall be deemed to waive any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, or any other law, that is similar, comparable or equivalent to Section 1542 of the California Civil Code; and (iii) Lead Plaintiff, for itself and on behalf of the Settlement Class, and Defendants acknowledge that they may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this release, but that it is their intention, as Lead Plaintiff, for itself and on behalf of the Settlement Class, and Defendants to fully, finally and forever settle and release any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts.

“Released Parties” mean the Defendants and any and all of their families, parent entities, associates, affiliates, predecessors, successors or subsidiaries and each and all of their respective past or present officers, directors, executives, partners, stockholders, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, auditors, investment bankers, commercial bankers, insurers, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates, administrators, predecessors, successors, assigns and any other representatives of any of these persons or entities.

THERE WILL BE NO PAYMENTS IF THE SETTLEMENT AGREEMENT IS TERMINATED

The Stipulation may be terminated for several reasons, including if (1) the Court does not approve, or materially modifies, the Stipulation or (2) the Court approves the Stipulation but the approval is reversed or materially modified by an appellate court. If the Stipulation is terminated, the certification of the Settlement Class for settlement purposes will be vacated, the Settlement Amount will be returned to Defendants and the Action will proceed as if the Stipulation had not been entered into.

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14. Can I exclude myself from the class?

Yes. If you do not want to receive a payment from this Settlement, and you want to keep the right to sue or continue to sue Defendants on your own about the legal issues in this case, then you must take steps to get out of the Settlement. This is called excluding yourself from, or “opting out” of, the Settlement Class.

If you wish to exclude yourself from the Settlement Class, you must make a request in writing. In order to be valid, each request must set forth the name and address of the person or entity requesting exclusion, must state that such person or entity requests exclusion from the Settlement Class in Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd. v. National City Corporation, and must be signed by such person. You must also provide the date(s), price(s), and size(s) of all of your transactions in the Notes. Requests for Exclusion must be mailed to the Claims Administrator at the following address:

Argent v. National City 4.0% Convertible Senior Notes Settlement
EXCLUSIONS
c/o The Garden City Group, Inc.
P.O. Box 9665
Dublin, OH 43017-4965

To be effective, your Request for Exclusion must be postmarked no later than November 9, 2010. Do not request exclusion if you wish to participate in the Settlement of this action as a Settlement Class Member. If you timely and validly request exclusion from the Settlement Class, you will be excluded from the Settlement Class and will not be entitled to submit any Proof of Claim forms and will not be entitled to receive any payment out of the Net Settlement Fund as described in the Stipulation and in the Notice.

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15. Do I have a lawyer in this case?

The Court ordered that the law firm of Entwistle & Cappucci LLP in New York, New York would represent all Settlement Class Members. These lawyers are called Lead Counsel. You will not be separately charged for these lawyers. The Court will determine the amount of Lead Counsel’s fees and expenses, which will be paid from the Gross Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

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16. How will the lawyers be paid?

Lead Counsel are moving the Court for an award of attorneys’ fees to be paid from the Gross Settlement Fund in an amount equal to 22.5% of the Settlement Amount. The requested fee award is based on a formula that was negotiated at the outset of the litigation by the Lead Plaintiff, Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd., a sophisticated investor and litigant.

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17. How do I tell the Court that I do not like the proposed Settlement?

If you are a Settlement Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation or the application by Lead Counsel for an award of fees and expenses. You may write to the Court setting out your objection. You may give reasons why you think the Court should not approve any or all of the Settlement terms or arrangements. The Court will consider your views if you file a proper objection within the deadline identified, and according to the following procedures.

To object, you must send a signed letter stating that you object to the proposed settlement in Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd. v. National City Corporation, Case No. 1:08-nc-70016-SO. You must include in your objection your name, address, telephone number, and your signature, and you must identify the date(s), price(s), and number(s) of your purchases and sales of the Notes. You must also state the reasons why you object to the Settlement. Your objection must be filed with the Court, and must also be served on (sent to) all the following counsel on or before November 9, 2010 at the addresses shown below:

To Counsel for the Settlement Class:

Vincent R. Cappucci
Andrew J. Entwistle
ENTWISTLE & CAPPUCCI LLP
280 Park Avenue, 26th Floor West
New York, New York 10017
Fax: (212) 894-7272
To Defendants’ Counsel:

John M. Newman Jr.
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
Fax: (216) 579-0212
To the Court:

Clerk of the Court
United States District Court
Northern District of Ohio
Carl B. Stokes United States Court House
801 West Superior Avenue
Cleveland, Ohio 44113-1838

Re: Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd. v.
National City Corporation, et al.
, Case No. 1:08-nc-70016-SO

You cannot object to the Settlement if you choose to exclude yourself from the Settlement Class pursuant to the procedures set forth in question 14.

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18. When and where will the Court decide whether to approve the proposed Settlement?

The Court will hold the Fairness Hearing at 11:30 a.m. on November 30, 2010, at the United States Courthouse, Northern District of Ohio, 801 W. Superior Avenue, Cleveland, Ohio 44113 in the Courtroom of United States District Judge Solomon Oliver, Jr. At this hearing, the Court will consider whether the Settlement is fair, reasonable and adequate. The Court also will consider the proposed Plan of Allocation for the proceeds of the Settlement and the application of Lead Counsel for attorneys’ fees and reimbursement of expenses. The Court will take into consideration any written objections filed in accordance with the instructions in the response to question 17. The Court also may listen to people who have properly indicated, within the deadline identified above, an intention to speak at the hearing; but decisions regarding the conduct of the hearing will be made by the Court. See questions 19 and 20 for more information about speaking at the hearing. The Court may also decide how much to pay to Plaintiffs’ Counsel. After the hearing, the Court will decide whether to approve the Settlement, the Plan of Allocation and an award of attorneys’ fees and expenses. We do not know how long these decisions will take.

You should be aware that the Court may change the date and time of the Fairness Hearing. Thus, if you want to come to the hearing, you should check with Lead Counsel before coming to be sure that the date and/or time has not changed.

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19. Do I have to come to the hearing?

No. Lead Counsel will answer questions the Court may have. But you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you filed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval.

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20. May I speak at the hearing?

If you object to the Settlement, you may ask the Court for permission to speak at the Fairness Hearing. To do so, you must include with your objection (see response to question 17) a statement stating that it is your “Notice of Intention to Appear in Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd. v. National City Corporation, Case No. 1:08-nc-70016-SO.” Persons who intend to object to the Settlement, the Plan of Allocation, and/or counsel’s application for an award of attorneys’ fees and expenses and desire to present evidence at the Fairness Hearing must include in their written objections the identity of any exhibits they intend to introduce into evidence at the Fairness Hearing. You cannot speak at the hearing if you excluded yourself from the Settlement Class or if you have not provided written notice of your intention to speak at the Fairness Hearing by the deadline identified, and in accordance with the procedures described in this response and the response to question 17.

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21. What happens if I do nothing at all?

If you do nothing, you will get no money from this Settlement. To share in the Net Settlement Fund you must submit a Proof of Claim form (see question 11).

If you are a Settlement Class Member and you do not exclude yourself from the Settlement, you will be bound by the terms of the proposed Settlement described in the Notice once approved by the Court. The Order and Final Judgment approving the Settlement will dismiss the Action and settle all Settlement Class Members’ Released Claims as against all Released Parties. Whether or not you submit a Proof of Claim form, if you are a Settlement Class Member you will be barred and enjoined from starting a lawsuit or continuing with a lawsuit against Defendants or the Released Parties that are based on the Settled Claims in this case.

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22. Are there more details about the proposed settlement?

The notice summarizes the proposed Settlement. More details are in the Stipulation and Agreement of Settlement, dated August 13, 2010 (the “Stipulation”). You can download a copy of the Stipulation here.

You also can call the Claims Administrator at (888) 285-1173; or email the Claims Administrator at eClaim@gardencitygroup.com where you can get answers to your questions about the Settlement, a Proof of Claim form, plus other information to help you determine whether you are a Settlement Class Member and whether you are eligible for a payment.

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23. How do I get more information?

For even more detailed information concerning the matters involved in this Action, reference is made to the pleadings, to the Stipulation, to the Orders entered by the Court and to the other papers filed in the Action, which may be inspected at the Clerk of the Court, United States District Court, Northern District of Ohio, Carl B. Stokes United States Court House, 801 West Superior Avenue, Cleveland, Ohio 44113-1838, during regular business hours.

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