Herencia Application

7/29/2019 Herencia Application

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NOTICE

TO THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

REGARDING THE INVESTMENT

BY:

MBG INVESTORS I, L.P. (AND

RELATED PERSONS)

JUAN FRANCISCO BECKMANN

VIDAL

ECR HOLDING, S.A. DE C.V.

(AND RELATED PERSONS)

ETH TRIGO HOLDING, S.A. DE C.V.(AND RELATED PERSONS)

TENEDORA ROSARIO ETG,S.A. DE C.V. (AND RELATEDPERSONS)

TENEDORA JACARU, S.A. DE C.V.(AND RELATED PERSONS)

IMPULSORA RIDI, S.A. DE C.V.

(AND RELATED PERSONS)

ROBERTO R. HERENCIA

ALBERTO PARACCHINI LINDSAY CORBY

SANDRA THOMS

c/o BXM Holdings, Inc.303 W. Madison Street, Suite 900

Chicago, Illinois 60606

IN

METROPOLITAN BANK GROUP, INC.1110 W. 35th Street

Chicago, Illinois 60609

PURSUANT TO

THE CHANGE IN BANK CONTROL ACT, AS AMENDED,12 U.S.C. 1817(J)

FEBRUARY 22, 2013


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FR 2081aOMB No. for FDIC 3064-0019 Expires April 30, 2011

OMB No. for OCC 1557-0014 Expires November 30, 2013OMB No. for OTS 1550-0032 Expires March 31, 2014

OMB No. for FRB 7100-0134 Expires September 30, 2013

Interagency Notice of Change in Control

Public reporting burden for the collection of information for this notice is estimated to average 30 hours, including the time togather and maintain data in the required form, to review instructions, and to complete the information collection. Send commentsregarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this

burden to: Paperwork Reduction Act, Legal Division, Federal Deposit Insurance Corporation, 550 17th Street, NW, Washington,DC 20429; Secretary, Board of Governors of the Federal Reserve System, 20th St. and Constitution Ave., NW, Washington, DC20551; Licensing Activities Division, Comptroller of the Currency, 250 E Street, SW, Washington, DC 20219; or Office ofSupervision Policy, Office of Thrift Supervision, 1700 G Street, NW, Washington, DC 20552; and to the Office of Managementand Budget, Paperwork Reduction Project, Washington, DC 20503.

An organization or a person is not required to respond to a collection of information unless it displays a currently valid OMBcontrol number.

General Information and Instructions

Preparation and Use

This form is used to file notice to acquire control of a depository institution or a holdingcompany, pursuant to the Change in Bank Control Act, as amended (12 U.S.C. 1817(j)). As usedin this form, holding company means a bank holding company, a savings and loan holdingcompany, or other company that controls a depository institution. The information must besubmitted to the appropriate regulatory agency of the institution whose shares are to be acquired.All inquiries on preparation of the notice should be directed to that agency which, in somecircumstances, may modify the information requested.

The regulatory agency will review the submitted notice to determine if it is complete. If thesubmitted notice is not complete, the regulatory agency may either request additionalinformation or it may return the notice. If the required information is not available, pleaseexplain. When the notice is complete, the regulatory agency will confirm its determination inwriting. The questions are not intended to duplicate information supplied on another form or inan exhibit; a cross-reference to the information is acceptable. Any cross-reference must be madeto a specific location in the documents, so the information can be found easily. If additionalspace is needed to provide complete answers, please attach additional sheets or exhibits.

For additional information regarding the processing procedures and guidelines, and anysupplemental information that may be required, refer to the appropriate regulatory agencys

procedural guidelines (that is, Comptrollers Licensing Manual, the FDICs Rules andRegulations (12 CFR Part 303) and relevant policy statements, or the OTSApplicationProcessing Handbook), contact the agency directly for specific instruction, or visit its Web site atwww.occ.treas.gov, www.fdic.gov, www.ots.treas.gov, orwww.federalreserve.gov.


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Biographical and Financial Report

To assist the regulatory agencies in evaluating the factors specified in the Change in BankControl Act, anInteragency Biographical and Financial Reportmust be submitted foreachperson named in the notice.

Supporting InformationThe formal questions in the notice are not intended to limit the acquirers presentation, and theregulatory agency may request additional necessary information. If any information furnished inthe notice changes materially during the processing of the notice or prior to consummation, suchchanges should be communicated promptly to the regulatory agency with which the notice wasfiled.

Compliance

The proposed acquirer is expected to comply with all representations and commitments made inthis notice.

Transactions subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976(15 U.S.C. 18a), which applies to certain very large transactions, require a pre-merger filing withthe Federal Trade Commission and the Department of Justice.

Notice of Publication

An acquirer must publish an announcement of the proposed acquisition in a newspaper ofgeneral circulation in the community in which the head office of the depository institution orholding company is located. In the case of a bank holding company, an announcement also mustbe published in each community in which the head office of a bank subsidiary of the holdingcompany is located. A copy of the affidavit(s) of publication should be submitted to theappropriate regulatory agency. Contact the appropriate regulatory agency for the specific

requirements of the notice of publication.

Confidentiality

Any acquirer desiring confidential treatment of specific portions of the notice must submit arequest in writing with the submission of the notice. The request must discuss the justificationfor the requested treatment. An acquirers reasons for requesting confidentiality shouldspecifically demonstrate the harm (for example, loss of competitive position, invasion ofprivacy) that would result from public release of information (5 U.S.C. 552). Information forwhich confidential treatment is requested should be: (1) specifically identified in the publicportion of the notice (by reference to the confidential section); (2) separately bound; and(3) labeled Confidential. An acquirer should follow the same procedure for a request for

confidential treatment for the subsequent filing of supplemental information to the notice.

An acquirer should contact the appropriate regulatory agency for specific instructions regardingrequests for confidential treatment. The appropriate regulatory agency will determine whetherthe information will be treated as confidential and will advise the acquirer of any decision topublicly release information labeled as Confidential.


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Table of Contents

Page

Preliminary Statement.......................................................................................................1I. The Proposed Transaction ....................................................................................2

A. The Subscription Agreements and Transactions ..........................................2B. Management of MBG Post-Closing.............................................................4C. Interagency Biographical and Financial Reports .........................................5

II. The Parties ..............................................................................................................5 A. Metropolitan Bank Group, Inc. ....................................................................5B. MBG Investors I, LP (MBG Investors)....................................................5 C. Juan Francisco Beckmann Vidal ..................................................................7D. ECR Holding, S.A. de C.V. .........................................................................7E. ETH Trigo Holding, S.A. de C.V. ...............................................................7F. Tenedora Rosario ETG, S.A. de C.V. ..........................................................8G. Tenedora Jacaru, S.A. de C.V. .....................................................................8H. BXM Holdings, Inc. .....................................................................................8I. Roberto R. Herencia.....................................................................................8J. Alberto Paracchini .......................................................................................9K. Lindsay Corby ..............................................................................................9L. Sandra Thoms ..............................................................................................9M. Additional Investors Under 2% .................................................................10

III. Relevant Statutory Criteria ................................................................................10 A. Disapproval ................................................................................................10B. Publication .................................................................................................11

Interagency Notice of Change in Control ......................................................................12


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Non-Confidential Exhibits Tab

List of Directors and Senior Executive Officers of MBG ................................. A

Confidential Exhibits (In a separately bound volume) Tab

Table of Acquirers, Investment Vehicles and Shares Purchased ...................... 1

List of Prospective Filing Investors ................................................................... 2

Table of Ownership Interests and Positions Held by Acquirers in OtherDepository Institutions or Holding Companies ................................................. 3

Written Request to the Federal Reserve for Determination that MBGInvestors I, L.P. is a Qualified Family Partnership under the BHCA ............... 4

Limited Partnership Agreement for MBG Investors ........................................ 5Account Statements for Investment. .................................................................. 6

MBG Investors I, L.P. ............................................................................ A

Juan Francisco Beckmann Vidal ............................................................. B

ECR Holding, S.A. de C.V. ..................................................................... C

ETH Trigo Holding, S.A. de C.V. ........................................................... D

Tenedora Rosario ETG, S.A. de C.V. ..................................................... E

Tenedora Jacaru, S.A. de C.V. ................................................................ F

Impulsora Ridi, S.A. de C.V. ................................................................... G

Description of Arrangement With BXM Holdings, Inc. .................................. 7

Description of Arrangements between certain Investors and PersonsProviding Administrative Assistance in Connection with the Transaction ....... 8

Form of Publication of Notice ........................................................................... 9

Table of Acquirers, Purchase Price and Source of Funds for Filing Investorsand Prospective Filing Investors ....................................................................... 10


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PRELIMINARY STATEMENT

This notice (the Notice) to the Board of Governors of the Federal ReserveSystem (the Federal Reserve) under the Change in BankControl Act of 1978, as amended (theCIBCA), relates to the proposed acquisition of newly-issued shares of common stock andnewly issued shares of Series E preferred stock of Metropolitan Bank Group, Inc., an Illinoiscorporation and bank holding company (MBG or the Company). This Notice is being filedtoday by the following persons:

1. MBG Investors I, L.P., a limited partnership organized under the laws ofOntario, Canada (MBG Investors) and its partners: Antonio del Valle Ruiz Antonio del Valle Perochena Adolfo del Valle Ruiz

Ignacio del Valle Ruiz Francisco Javier del Valle Perochena Juan Pablo del Valle Perochena

2. Juan Francisco Beckmann Vidal3. ECR Holding, S.A. de C.V., a Mexican Sociedad Annima

Eugenio Santiago Clariond Reyes4. ETH Trigo Holding, S.A. de C.V., a Mexican Sociedad Annima

Eduardo Tricio Haro5. Tenedora Rosario ETG, S.A. de C.V., a Mexican Sociedad Annima

Eduardo Tricio Gmez6. Tenedora Jacaru, S.A. de C.V., a Mexican Sociedad Annima

Jaime Ruiz Sacristn Carlos Ruiz Sacristn

7. Impulsora Ridi, S.A. de C.V. Ener Enrique Escobar Aguirre

8. Roberto R. Herencia9. Alberto Paracchini10. Lindsay Corby11. Sandra Thoms


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(all such persons, collectively, the Filing Investors).

In connection with the filing of such an amendedNotice, it is expected that all or substantially all of the prospective investors listed inConfidential Exhibit 2 (such persons, the Prospective Filing Investors) will participate as jointfilers in such amended Notice.

I. THE PROPOSED TRANSACTIONA. The Subscription Agreements and Transactions


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Under the terms of the Subscription Agreements, the New Investorswould collectively purchase newly-issued shares of Common Stock, whichwould be equal to approximately % of MBGs outstanding voting Common Stock on a proforma basis as of the closing (the Common Stock Purchase). Additionally underthe terms ofthe Subscription Agreements, the New Investors would collectively purchasenewly issued shares of MBGs Preferred Stock, Series E,par value $0.01 (the Preferred Stock), which is non-voting preferred stock, and which wouldbe equal to 100% of MBGs preferred stock on a pro forma basis as of the closing and equal toapproximately 7.6% of MBGs total equity on a pro forma basis as of the closing (the PreferredStock Purchase, and together with the Common Stock Purchase, the Stock Purchase).

In connection with the Stock Purchase, it is expected that MBG Investors willexecute a definitive agreement with the United States Department of the Treasury (theTreasury), pursuant to which MBG Investors shall purchase all of the issued and outstandingshares of preferred stock of MBG (the TARP Preferred) and all other capital stock equivalents

held by the Treasury for $ in the aggregate, and the closing of such purchase shalloccur on the same day as, but immediately prior to, the closing of the Stock Purchase (suchpurchase, the TARP Purchase, and together with the Stock Purchase, the Transaction). Theclosing of the Stock Purchase would be conditioned upon the closing of the TARP Purchase.MBG Investors would be permitted to tender the TARP Preferred to MBG at the closing of theStock Purchase as consideration (in whole or part) for its purchase of Common Stock, and allsuch TARP Preferred would be tendered at the closing and cancelled by MBG. Hence,


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immediately following the closing of the Transaction, no preferred stock of MBG would remainoutstanding other than the Preferred Stock. MBG would make any necessary formal request tothe Federal Reserve in order to receive the Federal Reserves approval to consummate the TARP

Purchase.Immediately following the consummation of the Transaction, (i) the New

Investors collectively would own approximately % of MBGs Common Stock, on a proforma basis, (ii) the existing MBG shareholders would retain the shares of CommonStock outstanding as of the date hereof, representing approximately % of MBGs CommonStock, on a pro forma basis, (iii) the TARP Preferred would be cancelled, and (iv) all of thePreferred Stock would be owned by certain ofthe New Investors and will constitute MBGs onlyissued and outstanding shares of preferred stock. Confidential Exhibit 1 sets forth (1) a tablelisting each investment vehicle or natural person that is expected to directly purchase CommonStock or Preferred Stock upon the consummation of the Transaction and the amounts and proforma percentages of Common Stock and/or Preferred Stock each such person would purchase,and (2) a table listing each investment vehicle referred to in clause (1), the interest holders ofeach such vehicle and the amount of their respective interests in such vehicle, and the name ofeach person . None of the NewInvestors or their related investment vehicles is a bank holding company or would become abank holding company upon the consummation of the Stock Purchase.

The closing of the Transaction will also be subject to other customary conditionsunder the Subscription Agreements, including the accuracy of representations andwarranties, the performance of certain covenants, the receipt of all required regulatory approvalsor consents, the resignations of the current directors of MBG, the appointment of new directorsof MBG and the absence of a Material Adverse Effect (as defined in the Subscription

Agreements) occurring prior to the closing. The Filing Investors also expect that the closing willbe conditioned upon MBG taking all necessary actions to obtain the regulatory approvalsnecessary to change the directors and officers of MBG as specified in the SubscriptionAgreements. After the closing, the directors of MBG will be the same individuals as thedirectors of North Community Bank (the sole remaining bank subsidiary of MBG after the BankMergers).

B. Management of MBG Post-ClosingFollowing the closing of the Transaction, the Filing Investors expect that the

Board of Directors of MBG shall consist of the following seven new members: Antonio Del

Valle Perochena, Jaime Ruiz Sacristn, Roberto Herencia, Alberto Paracchini, L. Gene Beube,Phillip R. Cabrera and Edward M. Magnus. The business plan of certain of the Filing Investorsfor the management of MBG following the closing of the Transaction shall be provided as asupplement to this Notice in the near future.


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C. Interagency Biographical and Financial ReportsInteragency Biographical and Financial Reports relating to the following Filing

Investors were required to be provided in connection with the Transaction and this Notice andhave previously been submitted to the Federal Reserve under separate cover:

Antonio del Valle Ruiz Antonio del Valle Perochena Adolfo del Valle Ruiz Ignacio del Valle Ruiz Francisco Javier del Valle Perochena Juan Pablo del Valle Perochena Juan Francisco Beckmann Vidal Eugenio Santiago Clariond Reyes Eduardo Tricio Haro Eduardo Tricio Gmez Jaime Ruiz Sacristn

II. THE PARTIESA. Metropolitan Bank Group, Inc.

MBG is a privately owned bank holding company headquartered in Chicago,Illinois, that operates and manages five bank subsidiariesArcher Bank, Metro Bank, North

Community Bank, Oswego Community Bank and Plaza Bank (the MBG Banks).

Each of the MBGbanks is an Illinois-chartered non-member depository institution insured by the Federal DepositInsurance Corporation. The MBG Banks generate commercial, mortgage and consumer loans,and also provide a range of deposit products. As of December 31, 2012, MBG hadapproximately 816 active employees, and operated 92 branches throughout the Chicagometropolitan area.

B. MBG Investors I, LP (MBG Investors)MBG Investors is a limited partnership organized under the laws of Ontario,

Canada satisfying the definition of a qualified family partnership as defined in Section2(o)(10) of the Bank Holding Company Act of 1956, as amended (the BHCA). In connectionwith the Transaction and this Notice, MBG Investors is submitting a written request to theFederal Reserve seeking the Federal Reserves determinationthat it is a qualified family


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partnership under the BHCA. Such request, as well as additional information about MBGinvestors, is attached hereto as Confidential Exhibit 4. Assuming the Federal Reserve makessuch determination, MBG Investors will not be a bank holding company under the BHCA

because a qualified family partnership is not a company for purposes of the BHCA.

The six partners of MBG Investors are Antonio del Valle Ruiz, Antonio del VallePerochena, Adolfo del Valle Ruiz, Ignacio del Valle Ruiz, Francisco Javier del Valle Perochenaand Juan Pablo del Valle Perochena (each of whom is a Filing Investor).

Antonio del Valle Ruiz currently serves as the honorary Chairman of the Board ofMexichem, S.A.B. de C.V. (Mexichem), a Mexican stockexchange listed company with amarket capitalization of approximately $11.7 billion (as of December 31, 2012), which isprimarily engaged in the transformation of chemicals and petrochemicals into products used inthe construction, agriculture and industrial sectors. He also serves as Chairman of the Board ofKaluz, S.A. de C.V. (Kaluz), a privately held Mexican holding company that holds ownershipinterests in several industrial companies, including Elementia, S.A. de C.V., a company focusedon the production of building materials, and Mexichem. Antonio del Valle Ruiz is also aDirector of Grupo Financiero Ve por Ms S.A. de C.V. (BX+), a Mexican holding companyengaged in the financial sector in Mexico.

Antonio del Valle Perochena currently serves as a Director of both Kaluz andMexichem. He is currently the Chairman of the Board of BX+, as well as a Director of severalof BX+s subsidiaries, including Banco Ve por Ms, S.A. de C.V. (Banco BX+), a Mexicancommercial banking institution, Casa de Bolsa Ve por Ms, S.A. de C.V. (Casa BX+), aMexican securities broker-dealer, and Arrendadora Ve por Ms, S.A. de C.V. (ArrendadoraBX+), a Mexican financial leasing company. He is also a Director of Operadora de Fondos de

Inversin Ve por Ms, S.A. de C.V. (Operadora de Fondos), a Mexican company that managesinvestment funds.

Adolfo del Valle Ruiz currently serves as a Director of Mexichem. He previouslyserved as a Director of Grupo Financiero Bital S.A. de C.V. (Bital), which was one of thelargest financial services holding companies in Mexico, from 1992 to 2002, but currently doesnot serve on the board of any financial institution.

Ignacio del Valle Ruiz currently serves as a Director of Mexichem. He previouslyserved as a Director of Bital from 1992 to 2002, and is presently a member of the board ofdirectors of Fincomn Servicios Financieros Comunitarios, S.A. de C.V., a Mexican financial

institution that provides microcredit, with a loan portfolio of approximately $40 million.Francisco Javier del Valle Perochena currently serves as a Director of both Kaluz

and Mexichem. He also serves as a Director of BX+ and its subsidiaries, Banco BX+, Casa BX+and Arrendadora BX+, and as a Director of Operadora de Fondos.


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Juan Pablo del Valle Perochena currently serves as Chairman of the Board ofMexichem and as a Director of Kaluz, Elementia and Grupo Pochteca, S.A.B. de C.V., aMexican holding company focused in the chemical and pharmaceutical industries.

C. Juan Francisco Beckmann VidalJuan Francisco Beckmann Vidal will invest through an investment vehicle that is

currently in process of incorporation.

Mr. Beckmann Vidal serves as Chairman of the Board of JB y Compaa, S.A. deC.V. (JB), a holding company that holds numerous subsidiaries that produce spirits such astequila. Mr. Beckmann Vidal is the controlling shareholder of Jos Cuervo, S.A. de C.V., asubsidiary of JB, which is one of the largest manufacturers and distributors of tequila and relatedproducts in the world. Mr. Beckmann Vidal is a descendent of Jos Antonio Cuervo, whofounded Jose Cuervo in 1795. He also serves as a Director of Sociedad Financiera Campesina,

S.A. de C.V., a financial institution established in 2008, which provides microcredit loans in theagricultural sector in 19 states in Mexico, and manages a loan portfolio of around US$30million. He also serves as a Director of Microfinanciera Rural Campesina, S.A. de C.V., afinancial institution that provides microcredit loans to rural women in Mexico, predominantly inthe states of San Luis Potosi, Hidalgo, State of Mexico, Morelos and Veracruz. He also serves asa Director of Banco Nacional de Mxico, S.A. de C.V., a Mexican financial institution thatcurrently has 1662 branches throughout Mexico. Banco Nacional de Mxico, S.A. de C.V. hasbeen a subsidiary of Citigroup Inc. since 2002.

D. ECR Holding, S.A. de C.V.ECR Holding, S.A. de C.V. (ECR Holding) is a Mexican Sociedad Annima.The principal shareholder of ECR Holdings is Eugenio Santiago Clariond Reyes.

Mr. Clariond Reyes serves as a Director of Mexichem, serves as the Chairman ofthe Board of Grupo Cuprum, S.A. de C.V., which is the largest producer of aluminum products(including windows and ladders) in Mexico. He also serves as an Independent Director ofJohnson Controls, Inc., an NYSE listed company with a market capitalization of approximately$20.98 billion (as of December 31, 2012), which operates in the heating, air conditioning,ventilation, automobile and power solutions industries, and serves as an Independent Director ofTexas Industries, Inc., a NYSE listed company with a market capitalization of approximately$1.43 billion (as of December 31, 2012) which, together with its subsidiaries, engages in the

manufacture and sale of heavy construction materials in the southwestern United States.E. ETH Trigo Holding, S.A. de C.V.

ETH Trigo Holding, S.A. de C.V. (ETH Trigo Holding) is a Mexican SociedadAnnima. The principal shareholder of ETH Trigo Holding is Eduardo Tricio Haro.


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Mr. Tricio Haro serves as Chairman of the Board of Directors of Grupo IndustrialLala S.A. de C.V. (Grupo Lala), a Mexican holding company with subsidiaries that focus onthe production of dairy products, including milk, butter, cream, yogurt, desserts and fruit juice

drinks. Grupo Lala and its subsidiaries employ over 35,000 people and had sales ofapproximately $67 billion Mexican pesos (approximately $5.2 billion U.S. Dollars) in fiscal year2011. Mr. Tricio Haro also serves as Chairman of the Board of Consorcio Aeromexico S.A. deC.V. (Consorcio Aeromexico), a company that provides air transport services and relatedaviation services in North America, South America and Europe.

F. Tenedora Rosario ETG, S.A. de C.V.Tenedora Rosario ETG, S.A. de C.V. (Tenedora Rosario ETG) is a Mexican

Sociedad Annima. Eduardo Tricio Gmez is the principal shareholder of Tenedora RosarioETG. Mr. Tricio Gmez has been involved in the agricultural business for more than 50 years.

G. Tenedora Jacaru, S.A. de C.V.Tenedora Jacaru, S.A. de C.V. (Tenedora Jacaru) is a Mexican Sociedad

Annima. The principal shareholders of Tenedora Jacaru are Jaime Ruiz Sacristn and hisbrother Carlos Ruiz Sacristn.

Jaime Ruiz Sacristn is the first cousin of Antonio del Valle Ruiz, Adolfo delValle Ruiz and Ignacio del Valle Ruiz. He has over 32 years of experience in the financialsector. He served as the Chief Executive Officer of Bital from 2001 to 2003, and is currently aDirector of Grupo Financiero Ve por Ms and Banco Ve por Ms, S.A. and the President of theMexican Bankers Association. He is also a Director of both Mexichem and Elementia.

H. BXM Holdings, Inc.BXM Holdings, Inc., a corporation organized in the State of Illinois (BXM), is

a signatory to the Original Subscription Agreements (and would be a signatory to theSubscription Agreements) in the capacity of investor representative. BXM is not subscribingfor any shares of Common Stock or Preferred Stock and will not own any such shares followingthe consummation of the Transaction. Additional information about BXM has previously beenprovided to the Federal Reserve under separate cover. Please see Confidential Exhibit 7 for adescription of the terms of the arrangement between BXM and certain of the Filing Investors.

I. Roberto R. HerenciaRoberto R. Herencia is President & Chief Executive Officer of BXM. Mr.

Herencia has served as an independent director of SKBHC Holdings, Inc. and its two subsidiarybanks, AmericanWest Bank and First National Bank of Starbuck, since December 2010. He waselected non-executive chairman of the Board of Directors of FirstBancorp (NYSE: FBP) and itssubsidiary bank FirstBank Puerto Rico in October 2011. Mr. Herencia served as a Member of


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the Board of Directors of the Overseas Private Investment Corporation since October 2011. Mr.Herencia previously acted as President and CEO of Midwest Banc Holdings, Inc. and Presidentand CEO of Midwest Bank. He also previously spent 17 years with Popular Inc. (NASDAQ:

BPOP) as its Executive Vice President and as President of Banco Popular North America. Priorto joining Popular, Mr. Herencia spent ten years with The First National Bank of Chicago (nowJ.P. Morgan Chase) in a variety of roles, including Deputy Senior Credit Officer and Head of theEmerging Markets Division.

J. Alberto ParacchiniAlberto Paracchini serves as Principal of BXM. Prior to joining BXM, Mr.

Paracchini spent 18 years in financial services in a number of executive roles. He spent 16 yearsat Popular, Inc. where he held leadership positions in both banking and mortgage subsidiaries.From 2006 through 2008, Mr. Paracchini served as President and CFO of Popular FinancialHoldings and CFO of E-Loan, an internet banking and mortgage company. Prior to 2006, Mr.Paracchini headed all operational and technology functions at Banco Popular North America. Healso served as CFO of BPNA, where he was responsible for all financial and treasury activities.Mr. Paracchini received an M.B.A. in Finance and Business Economics, with Honors, from theUniversity of Chicago in 1997 and a B.A. in Political Science and Spanish from MarquetteUniversity in 1992.

K. Lindsay CorbyLindsay Corby serves as a Principal of BXM. Ms. Corby has served as an

independent director of QCR Holdings, Inc. since September of 2012. Prior to joining BXM,Ms. Corby was a Vice President in the investment banking group for Keefe, Bruyette & Woods

(KBW), holding various positions since 2001. During her ten years at KBW, she focused onmergers and acquisitions, capital markets and valuation activities for Midwestern financialinstitutions. Prior to joining KBW, Ms. Corby worked at Merrill Lynch as an analyst in itsTechnology Investment Banking Group. Ms. Corby received a M.S. in Accounting, a B.A. inSpanish, and a B.B.A. in Accounting from Southern Methodist University. Ms. Corby is agraduate of the Kellogg Executive Education, Women's Senior Leadership Program, and is aRegistered Certified Public Accountant.

L. Sandra ThomsPrior to joining BXM, Sandra Thoms was an Associate in the investment banking

group for KBW. During her four years at KBW, she focused on mergers and acquisitions,capital markets and valuation activities for Midwestern financial institutions. Ms. Thomsreceived a B.S. in Accounting and Finance from Indiana University in 2007. She is a RegisteredCertified Public Accountant and a 2013 Level III CFA candidate.


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M. Additional Investors Under 2%The remaining New Investors not listed in this Section II will make individual

investments which do not exceed 2% of the voting common stock of MBG. Information on theinvestments of such investors is provided where required in this Notice.

III. RELEVANT STATUTORY CRITERIAA. Disapproval

Pursuant to the Change in Bank Control Act, as amended, 12 U.S.C. 1817(j)(7),the Federal Reserve may disapprove a change of control if it finds that:

The proposed acquisition of control would result in a monopoly or wouldbe in furtherance of any combination or conspiracy to monopolize orattempt to monopolize the business of banking in any part of the UnitedStates.

The effect of the proposed acquisition of control in any section of thecountry may be substantially to lessen competition or to tend to create amonopoly or the proposed acquisition of control would in any othermanner be in restraint of trade, and the anticompetitive effects of theproposed acquisition of control are not clearly outweighed in the publicinterest by the probable effect of the transaction in meeting theconvenience and needs of the community to be served.

Either the financial condition of any acquiring person or the futureprospects of the institution is such as might jeopardize the financialstability of the bank or prejudice the interests of the depositors of the bank.

The competence, experience, or integrity of any acquiring party or of anyof the proposed management personnel indicates that it would not be inthe interest of the depositors of the bank, or in the interest of the public topermit such person to control the bank.

Any acquiring person neglects, fails, or refuses to furnish the appropriateFederal banking agency all the information required by the appropriateFederal banking agency.

The appropriate Federal banking agency determines that the proposedtransaction would result in an adverse effect on the Deposit Insurance

Fund.

The Filing Investors respectfully submit that none of the foregoing factors are atissue here.


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The first element relating to competition is clearly not relevant withrespect to the Transaction.

The second element relating to competition is clearly not relevant withrespect to the Transaction.

The third element is not an issue, because the Transaction will only serveto enhance the stability of MBG and would in no way prejudice depositors.

The fourth element is not an issue, because the primary acquiring parties(the six partners of MBG Investors) and the proposed managementpersonnel have extensive experience in the financial sector, and have alldemonstrated competence and integrity in their current and prior positions.Please see Section I.B of the Preliminary Statement for a discussion of theproposed changes to the management and Board of Directors of MBG andits subsidiaries, and Section II of the Preliminary Statement for adiscussion of the relevant Filing Investors prior experience with banking

institutions. The Filing Investors respectfully submit that they have provided all

required information to the Federal Reserve in connection with this notice,and will promptly provide any further information requested by theFederal Reserve.

Lastly, as a result of the Transaction and the infusion of new capital,MBGs capital base would be strengthened, thereby decreasing risk to theFDIC fund.

B. PublicationFollowing execution of Subscription Agreements, the Filing Investorsand the applicable Prospective Filing Investors will publish a notice in the form of Confidential

Exhibit 9 in the Chicago Sun-Times, a newspaper of general circulation in the Chicagometropolitan area. An affidavit of publication will be submitted as soon as it is received.


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SC1:3258888.8

Interagency Notice of Change in Control

REQUESTED INFORMATION

This Notice under the Change in Bank Control Act, as amended, 12 U.S.C. 1817(j) is filed with respect to the proposed investment in Metropolitan Bank Group, Inc., anIllinois corporation (MBG), with its main office in Chicago, Illinois, by each ofthe followingpersons:

(1) MBG Investors I, L.P., a limited partnership organized under the laws of Ontario,Canada (MBG Investors), and its partners Antonio del Valle Ruiz, Antonio delValle Perochena, Adolfo del Valle Ruiz, Ignacio del Valle Ruiz, Francisco Javierdel Valle Perochena and Juan Pablo del Valle Perochena;

(2) Juan Francisco Beckmann Vidal;(3) ECR Holding, S.A. de C.V., a Mexican Sociedad Annima, and its principal

shareholder Eugenio Santiago Clariond Reyes;

(4) ETH Trigo Holding, S.A. de C.V., a Mexican Sociedad Annima, and itsprincipal shareholder Eduardo Tricio Haro;(5) Tenedora Rosario ETG, S.A. de C.V., a Mexican Sociedad Annima, and its

principal shareholder Eduardo Tricio Gmez;

(6) Tenedora Jacaru, S.A. de C.V., a Mexican Sociedad Annima, and its principalshareholders Jaime Ruiz Sacristn and Carlos Ruiz Sacristn;

(7) Impulsora Ridi, S.A. de C.V., a Mexican Sociedad Annima, and its principalshareholder Ener Enrique Escobar Aguirre;

(8) Roberto Herencia;(9) Alberto Paracchini;(10) Lindsay Corby; and(11) Sandra Thoms

(all such persons, collectively, the Filing Investors). In connection with the expected filing ofan amended Notice (as discussed in the Preliminary Statement above), it is expected that all orsubstantially all of the prospective investors listed in Confidential Exhibit 2 (such persons, theProspective Filing Investors) will participate as joint filers in such amended Notice. Capitalterms used and not otherwise defined herein have the meanings ascribed to them in the

Preliminary Statement to the Notice.


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SC1:3258888.8

1. Identify:(a) Name and address of proposed acquirer(s):

(If an individual, provide last name, first name, and middle name)

(If a corporation or other entity, provide the full legal name and the type of

organization, for example, ABC Company, a corporation, or ABC, apartnership)

MBG Investors I, L.P., an Ontario limited partnership

(Name)

(Street Address)

Del. Cuauhtmoc Mexico, D.F. 06500(City) (State) (ZIP Code)

Antonio del Valle Ruiz

(Name)

(Street Address)


Antonio del Valle Perochena(Name)

(Street Address)


Adolfo del Valle Ruiz

(Name)

(Street Address)

Del. Miguel Hidalgo Mexico, D.F. 11000(City) (State) (ZIP Code)


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SC1:3258888.8

Ignacio del Valle Ruiz

(Name)

(Street Address)

Del. Miguel Hidalgo Mexico, D.F. 11000

(City) (State) (ZIP Code)

Francisco Javier del Valle Perochena

(Name)

(Street Address)


Juan Pablo del Valle Perochena

(Name)

(Street Address)


An Investment Vehicle Controlled by Juan Francisco Beckmann Vidal (in process ofincorporation)

(Name)To come

(Street Address)To come

(City) (State) (ZIP Code)]

Juan Francisco Beckmann Vidal

(Name)

(Street Address)

Del. lvaro Obregn Mexico, D.F. 01210(City) (State) (ZIP Code)

ECR Holding, S.A. de C.V.


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SC1:3258888.8

(Name)

(Street Address)Nuevo Len Mexico(City) (State) (ZIP Code)

Eugenio Santiago Clariond Reyes

(Name)

(Street Address)

San Pedro Garza Garca Mexico, Nuevo Len 66287(City) (State) (ZIP Code)

ETH Trigo Holding, S.A. de C.V.

(Name)

(Street Address)Torren Coahuila 27010(City) (State) (ZIP Code)

Eduardo Tricio Haro

(Name)

(Street Address)Gomez Palacio Durango 35130(City) (State) (ZIP Code)

Tenedora Rosario ETG, S.A. de C.V.

(Name)

(Street Address)Torren Coahuila 27010(City) (State) (ZIP Code)

Eduardo Tricio Gmez

(Name)

(Street Address)


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SC1:3258888.8

Matamoros Coahuila 27440(City) (State) (ZIP Code)

Tenedora Jacaru, S.A. de C.V.

(Name)(Street Address)


Jaime Ruiz Sacristn

(Name)

(Street Address)


Carlos Ruiz Sacristn

(Name)

(Street Address)


Impulsora Ridi, S.A. de C.V.

(Name)

(Street Address)


Ener Enrique Escobar Aguirre(Name)

(Street Address)



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SC1:3258888.8

Roberto Herencia

(Name)BXM Holdings, Inc., 303 W. Madison St., Suite 900

(Street Address)

Chicago Illinois 60606(City) (State) (ZIP Code)

Alberto Paracchini


(Street Address)Chicago Illinois 60606(City) (State) (ZIP Code)

Lindsay Corby



Sandra Thoms



(b) Name and address of depository institution or holding company whose shares are

to be acquired:

Metropolitan Bank Group, Inc.(Name)

1110 W. 35th Street(Street Address)

Chicago Illinois 60609(City) (State) (ZIP Code)


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SC1:3258888.8

(c) Name, title, employer, address, telephone number, fax number, and e-mail

address of the person to whom inquiries concerning this notice may be directed:

Donald J. Toumey

(Name)Partner, Sullivan & Cromwell LLP

(Title, Employer)125 Broad Street(Street Address)

New York New York 10004-2498(City) (State) (ZIP Code)(212) 558-4077 (212) 291-9156 [email protected](Area Code & Tel. Number) (Fax Number) (E-mail address)

Mitchell S. Eitel

(Name)Partner, Sullivan & Cromwell LLP

(Title, Employer)125 Broad Street(Street Address)

New York New York 10004-2498(City) (State) (ZIP Code)(212) 558-4960 (212) 291-9046 [email protected]

(Area Code & Tel. Number) (Fax Number) (E-mail address)


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SC1:3258888.8

and, for questions relating to Metropolitan Bank Group, Inc.:

Richard K. Kim

(Name)

Partner, Wachtell, Lipton, Rosen & Katz(Title, Employer)

51 West 52nd Street(Street Address)

New York New York 10019(City) (State) (ZIP Code)(212) 403-1354 (212) 403-2354 [email protected](Area Code & Tel. Number) (Fax Number) (E-mail address)

Mark F. Veblen(Name)

Associate, Wachtell, Lipton, Rosen & Katz(Title, Employer)

51 West 52nd Street(Street Address)

New York New York 10019(City) (State) (ZIP Code)(212) 403-1396 (212) 403-2396 [email protected](Area Code & Tel. Number) (Fax Number) (E-mail address)


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SC1:3258888.8

2. Is this notice being filed prior to the acquisition ofcontrol?

Yes No

If the response is no, state the nature of the exception upon which the acquirer isrelying for an exception to the prior notice requirement. If no exception is available,please discuss the reason(s) that prior notice was not given and modify the wording of

the form as appropriate to provide all necessary information related to thetransaction.

3. For each class of voting securities of the depository institution or holding company tobe acquired, provide the total number of voting shares:

(a) Authorized21,000,000 shares of voting common stock1,000,000 shares of preferred stock

(b) Currently outstanding

shares of voting common stock81,892 shares of Series C Preferred Stock outstanding4,238 shares of Series D Preferred Stock outstanding

(c) Pro forma outstanding shares of voting common stock0 shares of Series C Preferred Stock outstanding0 shares of Series D Preferred Stock outstanding

shares of Series E Preferred StockOutstanding

4. Provide the following information. For any shares registered or to be registered inanother name (such as a trust, corporation, or partnership), indicate the names ofregistered parties, beneficial owners and trustees, as applicable.

Full name of eachacquirer or transferee

Number of sharesper class of securitiesnow owned,

controlled, or held

Number of shares perclass of securities to bepurchased by ortransferred to the

acquirer or transferee

Number of shares perclass of securities aftercompletion of

acquisition

Total as percent of sharesoutstanding per class ofsecurities

Please see Confidential Exhibit 1 for a description of the beneficial ownership of the

investment vehicles and natural persons in whose names the shares will be registered.

5. Indicate:(a) The purchase price(s) per share of shares to be acquired

$ per share of Common Stock


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SC1:3258888.8

$1,000 per share of Series E Preferred Stock(b) Total purchase price for the entire proposed transaction

Total: approximately $

(c) The current book value per share

$(15.24), as of December 31, 2012

(d)

The current market value per share (including date and source of information,

if available)

Not applicable.

6. Discuss the proposal, including the purpose, terms, and conditions of the acquisition,and the manner in which the acquisition will be made. Summarize and attach copiesof all pertinent documents, such as purchase and sale agreements, shareholderagreements, non-compete agreements, employment contracts, and trust agreements.

Please see Section I of the Preliminary Statement for a description of the proposedTransaction. The Subscription Agreements have not yet been finally agreed orexecuted, but would be provided promptly following execution. The Securities PurchaseAgreement, among the United States Department of the Treasury, MBG and MBGInvestors, has not yet been executed, but will be provided promptly following execution. Acopy of the Limited Partnership Agreement for MBG Investors is attached hereto asConfidential Exhibit 5.

7. Provide the following information.

Name of eachAcquirer or transferee Total purchase price Source and amount of funds

TOTAL

Please see Confidential Exhibit 10 attached hereto for the information requested in the tableabove.

(a) If cash funds will be used, provide copies of checking, savings, or moneymarket account statements. If assets will be liquidated, list those assets andprovide a copy of the documents that can verify the timing of such transactionand the amount of the anticipated proceeds.

Please see Confidential Exhibit 6 for checking, savings, or money market accountstatements for cash funds to be used for the relevant Filing Investors.


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SC1:3258888.8

(b) If any portion of the funds (or other consideration) for the acquisition will beborrowed, indicate the name of each borrower, name and address of eachlender, amount financed, collateral to be pledged, and terms of the transaction,including interest rates, amortization requirements, guarantors, endorsers, co-makers, and any other arrangements, agreements, and understandings betweenand among the parties. If applicable, submit a copy of any loan commitmentletter.

Not applicable.

(c) Indicate the means through which the borrowed funds will be repaid. Providedetails if the acquirer will rely on salaries, dividends, fees, or other funds fromthe depository institution or holding company to be acquired.

Not applicable.

8. Provide the following information.9

Name of eachseller or transferor

Number of sharesper class of votingsecurities now held

Number of sharesper class of voting

securities to be sold ortransferred

Number of shares perclass of voting securities

after completion ofacquisition

N/A N/A N/A N/A

Total as percent of total shares

outstanding per class of votingsecurities

N/A N/A N/A

Because no existing shareholders in the Transaction are transferring shares, this chart is notapplicable to the Transaction.

9. Identify any person or parties employed, retained, or to be compensated by anyacquirer, or by any person on behalf of any acquirer, to make solicitations orrecommendations to stockholders and thereby assist in the acquisition. Include adescription of the terms of such employment, retainer, or arrangement forcompensation, and provide a copy of any such agreement or contract.

BXM Holdings, Inc. (BXM)BXM is a signatory to the Original SubscriptionAgreements (and would be a signatory to the Subscription Agreements) in thecapacity of investor representative. Please see Confidential Exhibit 7 for a descriptionof the terms of the arrangement between BXM and the Filing Investors.

River Branch Capital LLC (River Branch)River Branch was retained by MBG inconnection with the Transaction. However, there are no arrangements by which theFiling Investors will compensate River Branch in connection with the Transaction.


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SC1:3258888.8

Sullivan & Cromwell LLPSullivan & Cromwell LLP provided legal counsel to BXMon transactional and regulatory matters. Sullivan & Cromwell LLP respectfully requestsa waiver of the requirement that terms of employment and related agreements beprovided.

Certain Persons Providing Administrative AssistanceCertain of the Filing Investorsengaged persons to provide certain administrative assistance in connection with theTransaction. Please see Confidential Exhibit 8 for a description of the terms of thosearrangements.

10. List and provide copies of all invitations, tenders, or advertisements making a tenderoffer to stockholders for purchase of their stock in connection with the proposedacquisition.

None.

11. Describe in detail any plans or proposals that any acquirer may have to: (a)liquidate the depository institution or holding company to be acquired, (b) sell itsassets, (c) merge it with any company, or (d) make any other significant change in itsbusiness strategy or corporate structure.

(a) None.(b) Post recapitalization, it is anticipated that the subsidiary banks will accelerate thedisposition of classified assets using various loss mitigation strategies. These strategiesmay include individual loan and REO sales along with bulk sales of classified assets.

(c) None. The Filing Investors propose to simplify MBGs corporate structure byconsolidating the number of bank charters from five to one, as described in Section I ofthe Preliminary Statement.

(d) Please refer to the business plan of certain of the Filing Investors for the managementof MBG following the closing of the Transaction, which will be provided as a supplementto this Notice in the near future.

12. If changes are contemplated in the board of directors or senior executive officers ofthe depository institution or holding company to be acquired, provide a current andpro forma list of officers and directors. The regulatory agency with which thisnotice has been filed should be contacted to determine the filing or other informationrequirements associated with changes to the board of directors or senior executiveofficers, pursuant to Section 32 of the Federal Deposit Insurance Act (12 USC 1831i).

A current list of directors and senior executive officers of MBG is attached as Exhibit A.

Section I.B of the Preliminary Statement provides a pro forma list of the proposeddirectors of MBG following the consummation of the Transaction. A description of theproposed changes to the officers of MBG will be provided in the MBG business plan ofcertain of the Filing Investors, which will be provided as a supplement to this Notice inthe near future.

13. For each acquirer, indicate any positions currently held (director, officer, oremployee) in any other depository institution or holding company. Also indicate ifany acquirer directly or indirectly (such as through personal trusts, corporations, orsimilar arrangements) owns, controls, or has power to vote 10 percent or more ofany class of voting securities or other voting equity interests of any other depositoryinstitution or holding company.

Please see Confidential Exhibit 3 attached hereto for a table containing the informationrequested above for the Filing Investors.


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SC1:3258888.8

14. If any office of any depository institution or holding company with which theacquirer is currently associated is located in the same geographic market as thesubject institution, provide the name and location of each office of such otherorganization.

None.

15. If the proposed acquirer is not an individual (or a group of individuals acting inconcert) and the acquirer is engaged, directly or indirectly (including through asubsidiary), in insurance activities that are supervised by a state insuranceregulator, provide:

(a) The name of the company.

Not applicable.

(b) A description of the insurance activity that the company is engaged in and hasplans to conduct.

Not applicable.

(c) A list of each state and the lines of business in that state in which the companyholds, or will hold, an insurance license. Indicate the state where the companyholds a resident license or charter, as applicable.

Not applicable.


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SC1:3258888.8

Privacy Act Notice

A copy of this document is provided to the appropriate regulatory agency as required under 12 USC 1817(j ) and implementingregulations. This notice, including supporting material, is available to the public upon request under the provisions of theFreedom of Information Act (5 USC 552). Contact the appropriate regulatory agency for the specific procedures under which thenotice would be disclosed to the public. To the extent that it contains personal and financial information concerning individualacquirers of depository institutions and holding companies, the information may be subject to the Privacy Act of 1974 (5 USC552a), which provides safeguards for personal information. The applicability of the Privacy Act to the information provided onthis document will depend on the manner in which the appropriate federal banking agency maintains such information.

This form solicits information that will enable the regulatory agencies to evaluate and make a decision on each proposed changein control under the standards prescribed by the Change in Bank Control Act. Failure to provide information requested inconnection with the processing of this notice could result in disapproval of a proposed acquisition or a determination thatcomplete notice has not been submitted. Any person acquiring control of a depository institution or holding company withoutfiling a notice prior to the proposed acquisition may be subject to substantial civil money penalties. The Change in Bank ControlAct requires the regulatory agencies processing this notice to furnish copies of this information to other federal and state bankingauthorities. Where possible violations of laws or regulations are disclosed, relevant information may be made available to otherregulatory agencies or other law enforcement or governmental agencies. Identification of parties to a proposed transaction anddetails of that transaction, to the extent material to the regulatory agencys determination, may be incorporated in orders andnotices issued under the Change in Bank Control Act or otherwise made public.

Certification

This notice must be signed by each acquiring party, or by at least two directors, officers, partners, or others authorized to sign onbehalf of an acquiring party that is not an individual.

I certify that the information contained in this notice has been examined carefully by me and istrue, correct, and complete, and is current as of the date of this submission. I acknowledge thatany misrepresentation or omission of a material fact constitutes fraud in the inducement and maysubject me to legal sanctions provided by 18 USC 1001 and 1007.

I acknowledge that final action on this notice is in the discretion of the appropriate federalbanking agency. Actions or communications, whether oral, written, or electronic, by an agencyor its employees in connection with this filing do not constitute a contract, either express orimplied, or any other obligation binding upon the agency, other federal banking agencies, theUnited States, any other agency or entity of the United States, or any officer or employee of theUnited States. Such actions or communications will not affect the ability of any federal bankingagency to exercise its supervisory, regulatory, or examination powers under applicable law andregulations. I further acknowledge that the foregoing may not be waived or modified by anyemployee or agent of a federal banking agency or of the United States.

Signed this ____ day of ________________.

Signature Signature

Print or type name Print or Type name

Title (if applicable) Title (if applicable)


31/47

ArcherBank

Metr

obank

NorthCommunityBank

OswegoCommunityBank

PlazaBank

MBG

RichardJ.Brown

Roy(Tom)Benson

RichardJ.Brown

R

ichardJ.Brown

RichardJ.Brown

FrankKamberos

DimitriKarcazes

ErnestCochanis

AllanR.

Carroll

D

imitriKarcazes

HubertJ.Cioromski

FrankR.

Martin

JamesRoupas

BrianP.

Liston

CharlesHuzenis

P

aulaJ.Fasseas

TimothyGlascott

HenryH.

RoenigkJr.

MD

ScottA.

Szykowny

TonyMaurello

DimitriKarcazes

P

eterA.

Fasseas

MartinJ.HealyJr.

PaulaJ.Fasseas

PaulaJ.Fasseas

JamesPappas

WilliamD.

McGuire

G

eorgeD.

Karcazes

FrankKamberos

PeterA.

Fasseas

PeterA.

Fasseas

JohnR.

Rosales

John(Jack)L.Smith

T

homasL.Nelson

DimitriKarcazes

GeorgeD.

Karcazes

GeorgeD.

Karcazes

ManuelSanch

ez

WilliamP.

Vranas

M

atthewE.

Tilton

RobertE.

Schuberth

BradleeF.

Stamper

MatthewE.

Tilton

StevenJ.StrykerMD

PaulaJ.Fasseas

WilliamP.

Vranas

PaulaJ.Fasseas

PeterA.

Fasseas

PaulaJ.Fasseas

PeterA.

Fasse

as

GeorgeD.

Karcazes

PeterA.

Fasseas

GeorgeD.

Karcazes

DanielJ.Healy

GeorgeD.

Karcazes

PaulGaughan

CurrentBoardo

fDirectors

Non-ConfidentialExhibitA


32/47

Non-Confidential Exhibit A

Existing Officers of Metropolitan Bank Group, Inc.

Existing Officer

Name Existing Officer Title

Peter Fasseas Chairman

Paula Fasseas Vice Chairman

Brad Stamper CEO &President

Alexis FasseasVP Org. Development

& Strategic Initiatives

Randy SaraChief Financial

Officer

Roger Kieffer Chief Credit Officer


33/47

Confidential Exhibit 1

Table of Acquirers, Investment Vehicles and Shares Purchased

[Redacted in its entirety]


34/47


List of Prospective Filing Investors



35/47

1


Table of Ownership Interests and Positions Held in Other Depository Institutions or Holding Company

Full name of each

acquirer or transferee

If investor is a partnership or corporation, name of

registered parties or beneficial owners

Positions held (director, officer or employee) in other

depository institutions or holding companies

Direct or indirect ownership, control or power to

vote 10 percent or more of any class of voting

securities or other voting equity interests of anyother depository institution or holding company

MBG Investors I, L.P.

Antonio del Valle Ruiz Director and shareholder of Grupo FinancieroVe por Ms

Director of Banco Ve p or Ms, Institucin de BancaMultiple (subsidiary of Grupo Financiero Ve por Ms)

Shareholder of Grupo FinancieroVe por Ms


Antonio del Valle Perochena Director of Grupo Financiero Ve por Ms Director of (i) Arrendadora Ve por Ms, S.A. de C.V.,

Organizacin Auxiliar del Crdito; (ii) Banco Ve por

Ms, S.A., Institucin de Banca Mltiple; (iii) Casa deBolsa Ve por Ms, S.A. de C.V.; and (iv) Operadora deFondos de Inversin Ve por Ms, S.A. de C.V.,

Sociedad Operadora de Sociedades de Inversin(subsidiaries of Grupo Financiero Ve por Ms)

N/A

MBG Investors I, L.P. Adolfo del Valle Ruiz N/A N/A

MBG Investors I, L.P. Ignacio del Valle Ruiz N/A N/A


Francisco Javier del Valle Perochena Director of Grupo Financiero Ve por MsDirector of (i) Arrendadora Ve por Ms, S.A. de C.V.,

Organizacin Auxiliar del Crdito; (ii) Banco Ve por Ms,S.A., Institucin de Banca Mltiple; (iii) Casa de Bolsa Ve

por Ms, S.A. de C.V.; and (iv) Operadora de Fondos deInversin Ve por Ms, S.A. de C.V., Sociedad Operadora de

Sociedades de Inversin (subsidiaries of Grupo Financiero Ve

por Ms)

N/A


Juan Pablo del Valle Perochena Alternate Directors of Grupo Financiero Ve por Ms Alternate Director of (i) Arrendadora Ve por Ms, S.A.

de C.V., Organizacin Auxiliar del Crdito; (ii) BancoVe por Ms, S.A., Institucin de Banca Mltiple; and

(iii) Casa de Bolsa Ve por Ms, S.A. de C.V.

N/A


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2

MBG Luxco, S.A.R.L. Juan Francisco Beckmann Vidal Director of Sociedad Financiera Campesina, S.A. deC.V.

Director of Microfinanciera Rural Campesina, S.A. deC.V. SOFOME

Director of Banco Nacional de Mxico, S.A. de C.V.

Shareholder of Grupo Financiero Ve por Ms Shareholder of Sociedad Financiera

Campesina, S.A. de C.V.

Shareholder of Microfinanciera RuralCampesina, S.A. de C.V. SOFOME

ECR Holding, S.A. de C.V. Eugenio Santiago Clariond Reyes N/A Shareholder in Banco Ve por Ms.

ETH Trigo Holding, S.A. de C.V. Eduardo Tricio Haro Director of Grupo Financiero Banamex N/A

Tenedora Rosario ETG, S.A. de C.V. Eduardo Tricio Gmez N/A N/A

Tenedora Jacaru, S.A. de C.V. Jaime Ruiz Sacristn Director of Grupo Financiero Ve por Ms Director of (i) Casa de Bolsa Ve por Ms; (ii)

Arrendadora Ve por Ms; (iii) Banco Ve por Ms; and(iv) Operadora de Fondos de Inversin Ve por Ms(subsidiaries of Grupo Financiero Ve por Ms)

N/A

Tenedora Jacaru, S.A. de C.V. Carlos Ruiz Sacristn Director of Grupo Financiero Ve por Ms Director Banco Ve por Ms. N/A


37/47

3


38/47

4

Impulsora Ridi, S.A. de C.V. Ener Enrique Escobar Aguirre N/A N/A

Roberto Herencia Director of SKBHC Holdings, Inc. andits two subsidiary banks, American est an an irst

National Bank of Starbuck

Non-executive chairman of Board of Directors ofFirstBancorp and its subsidiary

bank FirstBan uerto co

Alberto Paracchini N/A N/A

Lindsay Corby Director at QCR Holdings Inc. N/A

Sandra Thoms N/A N/A


39/47


Written Request to the Federal Reserve for Determination that MBG Investors I, L.P. is a

Qualified Family Partnership under the BHCA



40/47


Limited Partnership Agreement for MBG Investors



41/47


Account Statements for Investment



42/47


Description of Arrangements between Certain Investors and BXM Holdings, Inc.



43/47


Description of Arrangements between Certain Investors and Persons Providing

Administrative Assistance in Connection with the Transaction



44/47


Metropolitan Bank Group, Inc. Transaction - Form of Publication of Notice

A Notice of Change in Bank Control has been filed with the Federal Reserve Bank of Chicago,

Chicago, Illinois 60604, by

MBG Investors I, LP (Ontario, Canada) and its partners Antonio Del Valle Ruiz (Mexico City,Mexico), Antonio Del Valle Perochena (Mexico City, Mexico), Francisco Javier Del VallePerochena (Mexico City, Mexico), Juan Pablo Del Valle Perochena (Mexico City, Mexico),Ignacio Del Valle Ruz (Mexico City, Mexico), and Adolfo Del Valle Ruz (Mexico City,

Mexico); [Investment Vehicle Controlled by Juan Francisco Beckmann Vidal (in process ofincorporation)]; Juan Francisco Beckmann Vidal (Mexico City, Mexico); ECR Holding, S.A. de

C.V. (Mexico City, Mexico); Eugenio Santiago Clariond Reyes (Nuevo Len, Mexico); ETHTrigo Holding, S.A. de C.V. (Coahuila, Mexico); Eduardo Tricio Haro (Durango, Mexico);

Tenedora Rosario ETG, S.A. de C.V. (Coahuila, Mexico); Eduardo Tricio Gmez (Coahuila,Mexico); Tenedora Jacaru, S.A. de C.V. (Mexico City, Mexico); Jaime Ruiz Sacristn (MexicoCity, Mexico); Carlos Ruiz Sacristn (Mexico City, Mexico);

Impulsora Ridi, S.A. de C.V. (MexicoCity, Mexico); Ener Enrique Escobar Aguirre (Mexico City, Mexico);

Roberto R. Herencia (Chicago, Illinois); Alberto Paracchini (Chicago,Illinois); Lindsay Corby (Chicago, Illinois); and Sandra Thoms (Chicago, Illinois),

to acquire voting shares of

Metropolitan Bank Group, Inc., Chicago, Illinois.


45/47

Metropolitan Bank Group, Inc. controls Archer Bank, Metrobank, North Community Bank,Oswego Community Bank and Plaza Bank, each an Illinois banking corporation, with its mainoffice in Chicago, Illinois. The Board of Governors of the Federal Reserve System considers anumber of factors in deciding whether to approve the notice.

The notice was filed pursuant to the Change in Bank Control Act (12 USC 1817(j)) and Section225.41 of Regulation Y of the Board of Governors of the Federal Reserve System (12 CFR225.41) that require parties acting, directly or indirectly, or through or in concert with one ormore persons, who wish to acquire voting shares of a bank holding company to notify the Boardof Governors of the Federal Reserve System in writing 60 days prior to the proposed acquisition.

You are invited to submit comments in writing on this notice to Colette A. Fried, Assistant Vice

President Federal Reserve Bank of Chicago, 230 South LaSalle Street, Chicago, IL 60604. The

comment period will not end before [insert date that is 20 days after the date of publication of

newspaper announcement] and may be somewhat longer. The Boards procedures for processingapplications may be found at 12 C.F.R. Part 262.25. To obtain a copy of the Federal Reserve

Board's procedures, or if you need more information about how to submit your comments on the

notice, contact Alicia Williams, Vice President and Community Affairs Officer at (312) 322-5910; to request a copy of the notice, contact Colette A. Fried at (312) 322-6846. The Federal

Reserve will consider your comments and any request for a public meeting or formal hearing on

the notice if they are received in writing by the Reserve Bank on or before the last day of the

comment period.


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Confidential Exhibit 10Table of Acquirers, Purchase Price and Source of Funds

Name of each

Acquirer or transferee

Total purchase price

1 Antonio del Valle Ruiz

Antonio del Valle Perochena

Adolfo del Valle Ruiz

Ignacio del Valle Ruiz

Francisco Javier del Valle Perochena

Juan Pablo del Valle Perochena

2 An Investment Vehicle Controlled by Juan FranciscoBeckmann Vidal (in Process of Incorporation)

3 ECR Holding, S.A. de C.V.

4 ETH Trigo Holding, S.A. de C.V.5 Tenedora Rosario ETG, S.A. de C.V.

6 Tenedora Jacaru, S.A. de C.V.

7

8

9

10

11

12

13

1415

16

17

18

19

20

21

22

23

24

25 Impulsora Ridi, S.A. de C.V.26

27 Roberto Herencia

28 Alberto Paracchini

29 Lindsay Corby

30 Sandra Thoms

TOTAL


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Source of Funds


Documents

Herencia Application