NOTICE TO THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM REGARDING THE INVESTMENT BY: MBG INVESTORS I, L.P.

(AND RELATED PERSONS) ECR HOLDING, S.A. DE C.V. (AND RELATED PERSONS) TENEDORA ROSARIO ETG, S.A. DE C.V. (AND RELATED PERSONS) IMPULSORA RIDI, S.A. DE C.V. (AND RELATED PERSONS) ALBERTO PARACCHINI SANDRA THOMS
c/o BXM Holdings, Inc. 303 W. Madison Street, Suite 900 Chicago, Illinois 60606

JUAN FRANCISCO BECKMANN VIDAL ETH TRIGO HOLDING, S.A. DE C.V. (AND RELATED PERSONS) TENEDORA JACARU, S.A. DE C.V. (AND RELATED PERSONS) ROBERTO R. HERENCIA

LINDSAY CORBY

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 2081a OMB No. for FDIC 3064-0019 Expires April 30, 2011 OMB No. for OCC 1557-0014 Expires November 30, 2013 OMB 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 to gather and maintain data in the required form, to review instructions, and to complete the information collection. Send comments regarding 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, DC 20551; Licensing Activities Division, Comptroller of the Currency, 250 E Street, SW, Washington, DC 20219; or Office of Supervision Policy, Office of Thrift Supervision, 1700 G Street, NW, Washington, DC 20552; and to the Office of Management and 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 OMB control number.

General Information and Instructions

Preparation and Use This form is used to file notice to acquire control of a depository institution or a holding company, pursuant to the Change in Bank Control Act, as amended (12 U.S.C. 1817(j)). As used in this form, holding company means a bank holding company, a savings and loan holding company, or other company that controls a depository institution. The information must be submitted 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 some circumstances, may modify the information requested. The regulatory agency will review the submitted notice to determine if it is complete. If the submitted notice is not complete, the regulatory agency may either request additional information or it may return the notice. If the required information is not available, please explain. When the notice is complete, the regulatory agency will confirm its determination in writing. The questions are not intended to duplicate information supplied on another form or in an exhibit; a cross-reference to the information is acceptable. Any cross-reference must be made to a specific location in the documents, so the information can be found easily. If additional space is needed to provide complete answers, please attach additional sheets or exhibits. For additional information regarding the processing procedures and guidelines, and any supplemental information that may be required, refer to the appropriate regulatory agencys procedural guidelines (that is, Comptrollers Licensing Manual, the FDICs Rules and Regulations (12 CFR Part 303) and relevant policy statements, or the OTS Application Processing Handbook), contact the agency directly for specific instruction, or visit its Web site at www.occ.treas.gov, www.fdic.gov, www.ots.treas.gov, or www.federalreserve.gov.

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Biographical and Financial Report To assist the regulatory agencies in evaluating the factors specified in the Change in Bank Control Act, an Interagency Biographical and Financial Report must be submitted for each person named in the notice. Supporting Information The formal questions in the notice are not intended to limit the acquirers presentation, and the regulatory agency may request additional necessary information. If any information furnished in the notice changes materially during the processing of the notice or prior to consummation, such changes should be communicated promptly to the regulatory agency with which the notice was filed. Compliance The proposed acquirer is expected to comply with all representations and commitments made in this 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 with the Federal Trade Commission and the Department of Justice. Notice of Publication An acquirer must publish an announcement of the proposed acquisition in a newspaper of general circulation in the community in which the head office of the depository institution or holding company is located. In the case of a bank holding company, an announcement also must be published in each community in which the head office of a bank subsidiary of the holding company is located. A copy of the affidavit(s) of publication should be submitted to the appropriate 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 a request in writing with the submission of the notice. The request must discuss the justification for the requested treatment. An acquirers reasons for requesting confidentiality should specifically demonstrate the harm (for example, loss of competitive position, invasion of privacy) that would result from public release of information (5 U.S.C. 552). Information for which confidential treatment is requested should be: (1) specifically identified in the public portion 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 regarding requests for confidential treatment. The appropriate regulatory agency will determine whether the information will be treated as confidential and will advise the acquirer of any decision to publicly release information labeled as Confidential.

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Table of Contents Page Preliminary Statement.......................................................................................................1 I. The Proposed Transaction ....................................................................................2 A. The Subscription Agreements and Transactions..........................................2 B. Management of MBG Post-Closing.............................................................4 C. Interagency Biographical and Financial Reports .........................................5 II. The Parties ..............................................................................................................5 A. Metropolitan Bank Group, Inc. ....................................................................5 B. MBG Investors I, LP (MBG Investors) ....................................................5 C. Juan Francisco Beckmann Vidal ..................................................................7 D. ECR Holding, S.A. de C.V. .........................................................................7 E. ETH Trigo Holding, S.A. de C.V. ...............................................................7 F. Tenedora Rosario ETG, S.A. de C.V. ..........................................................8 G. Tenedora Jacaru, S.A. de C.V. .....................................................................8 H. BXM Holdings, Inc. .....................................................................................8 I. Roberto R. Herencia.....................................................................................8 J. Alberto Paracchini .......................................................................................9 K. Lindsay Corby..............................................................................................9 L. Sandra Thoms ..............................................................................................9 M. Additional Investors Under 2% .................................................................10 III. Relevant Statutory Criteria ................................................................................10 A. Disapproval ................................................................................................10 B. Publication .................................................................................................11 Interagency Notice of Change in Control ......................................................................12

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Non-Confidential Exhibits List of Directors and Senior Executive Officers of MBG ................................. Confidential Exhibits (In a separately bound volume) Table of Acquirers, Investment Vehicles and Shares Purchased ...................... List of Prospective Filing Investors ................................................................... Table of Ownership Interests and Positions Held by Acquirers in Other Depository Institutions or Holding Companies ................................................. Written Request to the Federal Reserve for Determination that MBG Investors I, L.P. is a Qualified Family Partnership under the BHCA ............... Limited Partnership Agreement for MBG Investors ........................................ Account Statements for Investment................................................................... MBG Investors I, L.P. ............................................................................ Juan Francisco Beckmann Vidal ............................................................. ECR Holding, S.A. de C.V. ..................................................................... ETH Trigo Holding, S.A. de C.V. ........................................................... Tenedora Rosario ETG, S.A. de C.V. ..................................................... Tenedora Jacaru, S.A. de C.V. ................................................................ Impulsora Ridi, S.A. de C.V.................................................................... Description of Arrangement With BXM Holdings, Inc. .................................. Description of Arrangements between certain Investors and Persons Providing Administrative Assistance in Connection with the Transaction ....... Form of Publication of Notice ........................................................................... Table of Acquirers, Purchase Price and Source of Funds for Filing Investors and Prospective Filing Investors .......................................................................

Tab A Tab 1 2 3 4 5 6 A B C D E F G 7 8 9 10

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PRELIMINARY STATEMENT This notice (the Notice) to the Board of Governors of the Federal Reserve System (the Federal Reserve) under the Change in Bank Control Act of 1978, as amended (the CIBCA), relates to the proposed acquisition of newly-issued shares of common stock and newly issued shares of Series E preferred stock of Metropolitan Bank Group, Inc., an Illinois corporation and bank holding company (MBG or the Company). This Notice is being filed today by the following persons: 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 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 ECR Holding, S.A. de C.V., a Mexican Sociedad Annima Eugenio Santiago Clariond Reyes ETH Trigo Holding, S.A. de C.V., a Mexican Sociedad Annima Eduardo Tricio Haro Tenedora Rosario ETG, S.A. de C.V., a Mexican Sociedad Annima Eduardo Tricio Gmez Tenedora Jacaru, S.A. de C.V., a Mexican Sociedad Annima Jaime Ruiz Sacristn Carlos Ruiz Sacristn Impulsora Ridi, S.A. de C.V. Ener Enrique Escobar Aguirre Roberto R. Herencia Alberto Paracchini Lindsay Corby Sandra Thoms -1SC1:3258888.8

2. 3.

4.

5.

6.

7.

8. 9. 10. 11.

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

In connection with the filing of such an amended Notice, it is expected that all or substantially all of the prospective investors listed in Confidential Exhibit 2 (such persons, the Prospective Filing Investors) will participate as joint filers in such amended Notice. I. THE PROPOSED TRANSACTION A. The Subscription Agreements and Transactions

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

In connection with the Stock Purchase, it is expected that MBG Investors will execute a definitive agreement with the United States Department of the Treasury (the Treasury), pursuant to which MBG Investors shall purchase all of the issued and outstanding shares 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 shall occur on the same day as, but immediately prior to, the closing of the Stock Purchase (such purchase, the TARP Purchase, and together with the Stock Purchase, the Transaction). The closing 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 the Stock Purchase as consideration (in whole or part) for its purchase of Common Stock, and all such TARP Preferred would be tendered at the closing and cancelled by MBG. Hence, -3SC1:3258888.8

immediately following the closing of the Transaction, no preferred stock of MBG would remain outstanding other than the Preferred Stock. MBG would make any necessary formal request to the 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 pro forma basis, (ii) the existing MBG shareholders would retain the shares of Common Stock outstanding as of the date hereof, representing approximately % of MBGs Common Stock, on a pro forma basis, (iii) the TARP Preferred would be cancelled, and (iv) all of the Preferred Stock would be owned by certain of the New Investors and will constitute MBGs only issued and outstanding shares of preferred stock. Confidential Exhibit 1 sets forth (1) a table listing each investment vehicle or natural person that is expected to directly purchase Common Stock or Preferred Stock upon the consummation of the Transaction and the amounts and pro forma 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 of each such vehicle and the amount of their respective interests in such vehicle, and the name of each person . None of the New Investors or their related investment vehicles is a bank holding company or would become a bank holding company upon the consummation of the Stock Purchase. The closing of the Transaction will also be subject to other customary conditions under the Subscription Agreements, including the accuracy of representations and warranties, the performance of certain covenants, the receipt of all required regulatory approvals or consents, the resignations of the current directors of MBG, the appointment of new directors of 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 will be conditioned upon MBG taking all necessary actions to obtain the regulatory approvals Subscription necessary to change the directors and officers of MBG as specified in the Agreements. After the closing, the directors of MBG will be the same individuals as the directors of North Community Bank (the sole remaining bank subsidiary of MBG after the Bank Mergers). B. Management of MBG Post-Closing

Following 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 Investors for the management of MBG following the closing of the Transaction shall be provided as a supplement to this Notice in the near future.

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C.

Interagency Biographical and Financial Reports

Interagency Biographical and Financial Reports relating to the following Filing Investors were required to be provided in connection with the Transaction and this Notice and have 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 PARTIES A. 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 MBG banks is an Illinois-chartered non-member depository institution insured by the Federal Deposit Insurance Corporation. The MBG Banks generate commercial, mortgage and consumer loans, and also provide a range of deposit products. As of December 31, 2012, MBG had approximately 816 active employees, and operated 92 branches throughout the Chicago metropolitan 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 Section 2(o)(10) of the Bank Holding Company Act of 1956, as amended (the BHCA). In connection with the Transaction and this Notice, MBG Investors is submitting a written request to the Federal Reserve seeking the Federal Reserves determination that it is a qualified family -5SC1:3258888.8

partnership under the BHCA. Such request, as well as additional information about MBG investors, is attached hereto as Confidential Exhibit 4. Assuming the Federal Reserve makes such 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 Valle Perochena, Adolfo del Valle Ruiz, Ignacio del Valle Ruiz, Francisco Javier del Valle Perochena and 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 of Mexichem, S.A.B. de C.V. (Mexichem), a Mexican stock exchange listed company with a market capitalization of approximately $11.7 billion (as of December 31, 2012), which is primarily engaged in the transformation of chemicals and petrochemicals into products used in the construction, agriculture and industrial sectors. He also serves as Chairman of the Board of Kaluz, S.A. de C.V. (Kaluz), a privately held Mexican holding company that holds ownership interests in several industrial companies, including Elementia, S.A. de C.V., a company focused on the production of building materials, and Mexichem. Antonio del Valle Ruiz is also a Director of Grupo Financiero Ve por Ms S.A. de C.V. (BX+), a Mexican holding company engaged in the financial sector in Mexico. Antonio del Valle Perochena currently serves as a Director of both Kaluz and Mexichem. He is currently the Chairman of the Board of BX+, as well as a Director of several of BX+s subsidiaries, including Banco Ve por Ms, S.A. de C.V. (Banco BX+), a Mexican commercial banking institution, Casa de Bolsa Ve por Ms, S.A. de C.V. (Casa BX+), a Mexican securities broker-dealer, and Arrendadora Ve por Ms, S.A. de C.V. (Arrendadora BX+), 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 manages investment funds. Adolfo del Valle Ruiz currently serves as a Director of Mexichem. He previously served as a Director of Grupo Financiero Bital S.A. de C.V. (Bital), which was one of the largest financial services holding companies in Mexico, from 1992 to 2002, but currently does not serve on the board of any financial institution. Ignacio del Valle Ruiz currently serves as a Director of Mexichem. He previously served as a Director of Bital from 1992 to 2002, and is presently a member of the board of directors 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 of Mexichem and as a Director of Kaluz, Elementia and Grupo Pochteca, S.A.B. de C.V., a Mexican holding company focused in the chemical and pharmaceutical industries. C. Juan Francisco Beckmann Vidal

Juan 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. de C.V. (JB), a holding company that holds numerous subsidiaries that produce spirits such as tequila. Mr. Beckmann Vidal is the controlling shareholder of Jos Cuervo, S.A. de C.V., a subsidiary of JB, which is one of the largest manufacturers and distributors of tequila and related products in the world. Mr. Beckmann Vidal is a descendent of Jos Antonio Cuervo, who founded 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 the agricultural sector in 19 states in Mexico, and manages a loan portfolio of around US$30 million. He also serves as a Director of Microfinanciera Rural Campesina, S.A. de C.V., a financial institution that provides microcredit loans to rural women in Mexico, predominantly in the states of San Luis Potosi, Hidalgo, State of Mexico, Morelos and Veracruz. He also serves as a Director of Banco Nacional de Mxico, S.A. de C.V., a Mexican financial institution that currently has 1662 branches throughout Mexico. Banco Nacional de Mxico, S.A. de C.V. has been 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 of the 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 of Johnson 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 of Texas 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 Sociedad Annima. The principal shareholder of ETH Trigo Holding is Eduardo Tricio Haro. -7SC1:3258888.8

Mr. Tricio Haro serves as Chairman of the Board of Directors of Grupo Industrial Lala S.A. de C.V. (Grupo Lala), a Mexican holding company with subsidiaries that focus on the 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 of approximately $67 billion Mexican pesos (approximately $5.2 billion U.S. Dollars) in fiscal year 2011. Mr. Tricio Haro also serves as Chairman of the Board of Consorcio Aeromexico S.A. de C.V. (Consorcio Aeromexico), a company that provides air transport services and related aviation 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 Rosario ETG. 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 his brother Carlos Ruiz Sacristn. Jaime Ruiz Sacristn is the first cousin of Antonio del Valle Ruiz, Adolfo del Valle Ruiz and Ignacio del Valle Ruiz. He has over 32 years of experience in the financial sector. He served as the Chief Executive Officer of Bital from 2001 to 2003, and is currently a Director of Grupo Financiero Ve por Ms and Banco Ve por Ms, S.A. and the President of the Mexican 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 the Subscription Agreements) in the capacity of investor representative. BXM is not subscribing for any shares of Common Stock or Preferred Stock and will not own any such shares following the consummation of the Transaction. Additional information about BXM has previously been provided to the Federal Reserve under separate cover. Please see Confidential Exhibit 7 for a description of the terms of the arrangement between BXM and certain of the Filing Investors. I. Roberto R. Herencia

Roberto R. Herencia is President & Chief Executive Officer of BXM. Mr. Herencia has served as an independent director of SKBHC Holdings, Inc. and its two subsidiary banks, AmericanWest Bank and First National Bank of Starbuck, since December 2010. He was elected non-executive chairman of the Board of Directors of FirstBancorp (NYSE: FBP) and its subsidiary bank FirstBank Puerto Rico in October 2011. Mr. Herencia served as a Member of -8SC1:3258888.8

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 President and 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. Prior to joining Popular, Mr. Herencia spent ten years with The First National Bank of Chicago (now J.P. Morgan Chase) in a variety of roles, including Deputy Senior Credit Officer and Head of the Emerging Markets Division. J. Alberto Paracchini

Alberto 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 years at 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 Financial Holdings 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. He also 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 the University of Chicago in 1997 and a B.A. in Political Science and Spanish from Marquette University in 1992. K. Lindsay Corby

Lindsay 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 on mergers and acquisitions, capital markets and valuation activities for Midwestern financial institutions. Prior to joining KBW, Ms. Corby worked at Merrill Lynch as an analyst in its Technology Investment Banking Group. Ms. Corby received a M.S. in Accounting, a B.A. in Spanish, and a B.B.A. in Accounting from Southern Methodist University. Ms. Corby is a graduate of the Kellogg Executive Education, Women's Senior Leadership Program, and is a Registered Certified Public Accountant. L. Sandra Thoms

Prior 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. Thoms received a B.S. in Accounting and Finance from Indiana University in 2007. She is a Registered Certified 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 the investments of such investors is provided where required in this Notice. III. RELEVANT STATUTORY CRITERIA A. 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 would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States. The effect of the proposed acquisition of control in any section of the country may be substantially to lessen competition or to tend to create a monopoly or the proposed acquisition of control would in any other manner be in restraint of trade, and the anticompetitive effects of the proposed acquisition of control are not clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served. Either the financial condition of any acquiring person or the future prospects of the institution is such as might jeopardize the financial stability of the bank or prejudice the interests of the depositors of the bank. The competence, experience, or integrity of any acquiring party or of any of the proposed management personnel indicates that it would not be in the interest of the depositors of the bank, or in the interest of the public to permit such person to control the bank. Any acquiring person neglects, fails, or refuses to furnish the appropriate Federal banking agency all the information required by the appropriate Federal banking agency. The appropriate Federal banking agency determines that the proposed transaction would result in an adverse effect on the Deposit Insurance Fund.

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

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The first element relating to competition is clearly not relevant with respect to the Transaction. The second element relating to competition is clearly not relevant with respect to the Transaction. The third element is not an issue, because the Transaction will only serve to 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 management personnel have extensive experience in the financial sector, and have all demonstrated competence and integrity in their current and prior positions. Please see Section I.B of the Preliminary Statement for a discussion of the proposed changes to the management and Board of Directors of MBG and its subsidiaries, and Section II of the Preliminary Statement for a discussion 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 the Federal Reserve. Lastly, as a result of the Transaction and the infusion of new capital, MBGs capital base would be strengthened, thereby decreasing risk to the FDIC fund.

B.

Publication

Following execution of Subscription Agreements, the Filing Investors and 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 Chicago metropolitan area. An affidavit of publication will be submitted as soon as it is received.

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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., an Illinois corporation (MBG), with its main office in Chicago, Illinois, by each of the following persons: (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 del Valle Perochena, Adolfo del Valle Ruiz, Ignacio del Valle Ruiz, Francisco Javier del Valle Perochena and Juan Pablo del Valle Perochena; Juan Francisco Beckmann Vidal; ECR Holding, S.A. de C.V., a Mexican Sociedad Annima, and its principal shareholder Eugenio Santiago Clariond Reyes; ETH Trigo Holding, S.A. de C.V., a Mexican Sociedad Annima, and its principal shareholder Eduardo Tricio Haro; Tenedora Rosario ETG, S.A. de C.V., a Mexican Sociedad Annima, and its principal shareholder Eduardo Tricio Gmez; Tenedora Jacaru, S.A. de C.V., a Mexican Sociedad Annima, and its principal shareholders Jaime Ruiz Sacristn and Carlos Ruiz Sacristn; Impulsora Ridi, S.A. de C.V., a Mexican Sociedad Annima, and its principal shareholder Ener Enrique Escobar Aguirre; Roberto Herencia; Alberto Paracchini; Lindsay Corby; and Sandra Thoms

(2) (3) (4) (5) (6) (7) (8) (9) (10) (11)

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

-12SC1:3258888.8

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, a partnership)

MBG Investors I, L.P., an Ontario limited partnership (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) 06500 (ZIP Code)

Antonio del Valle Ruiz (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) 06500 (ZIP Code)

Antonio del Valle Perochena (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) 06500 (ZIP Code)

Adolfo del Valle Ruiz (Name) (Street Address) Del. Miguel Hidalgo (City) Mexico, D.F. (State) 11000 (ZIP Code)

-13SC1:3258888.8

Ignacio del Valle Ruiz (Name) (Street Address) Del. Miguel Hidalgo (City) Mexico, D.F. (State) 11000 (ZIP Code)

Francisco Javier del Valle Perochena (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) 06500 (ZIP Code)

Juan Pablo del Valle Perochena (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) 06500 (ZIP Code)

An Investment Vehicle Controlled by Juan Francisco Beckmann Vidal (in process of incorporation) (Name) ))) To come (Street Address) To come (City) (State) (ZIP Code)]

Juan Francisco Beckmann Vidal (Name) (Street Address) Del. lvaro Obregn (City) Mexico, D.F. (State) 01210 (ZIP Code)

ECR Holding, S.A. de C.V. -14SC1:3258888.8

(Name) (Street Address) Mexico (State)

Nuevo Len (City)

(ZIP Code)

Eugenio Santiago Clariond Reyes (Name) (Street Address) San Pedro Garza Garca (City) Mexico, Nuevo Len (State) 66287 (ZIP Code)

ETH Trigo Holding, S.A. de C.V. (Name) (Street Address) Coahuila (State)

Torren (City)

27010 (ZIP Code)

Eduardo Tricio Haro (Name) (Street Address) Gomez Palacio (City) Durango (State) 35130 New York (ZIP Code) 10017

Tenedora Rosario ETG, S.A. de C.V. (Name) (Street Address) Coahuila (State)

Torren (City)

27010 (ZIP Code)

Eduardo Tricio Gmez (Name) (Street Address) -15SC1:3258888.8

Matamoros (City)

Coahuila (State)

27440 New York (ZIP Code)

10017

Tenedora Jacaru, S.A. de C.V. (Name) (Street Address) Mexico, D.F. (State)

Del. Cuauhtmoc (City)

06500 (ZIP Code)

Jaime Ruiz Sacristn (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) 06500 New York (ZIP Code) 10017

Carlos Ruiz Sacristn (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) 06500 New York (ZIP Code) 10017

Impulsora Ridi, S.A. de C.V. (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) 06500 New York (ZIP Code) 10017

Ener Enrique Escobar Aguirre (Name) (Street Address) Del. Cuauhtmoc (City) Mexico, D.F. (State) -16SC1:3258888.8

06500 New York (ZIP Code)

10017

Chicago (City)

Roberto Herencia R (Name) O ))) BXM Holdings, Inc., 303 W. Madison St., Suite 900 b (Street Address) erto R. Herencia Illinois (State)

60606 (ZIP Code)

Chicago (City)

Alberto Paracchini (Name) BXM Holdings, Inc., 303))) W. Madison St., Suite 900 (Street Address) Illinois (State)

60606 (ZIP Code)

Chicago (City)

Lindsay Corby (Name) BXM Holdings, Inc., 303))) W. Madison St., Suite 900 (Street Address) Illinois (State)

60606 (ZIP Code)

Chicago (City)

Sandra Thoms (Name) BXM Holdings, Inc., 303))) W. Madison St., Suite 900 (Street Address) Illinois (State)

60606 (ZIP Code)

(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 (City)

Illinois (State) -17-

60609 (ZIP Code)

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 (State) (212) 291-9156 (Fax Number)

New York (City) (212) 558-4077 (Area Code & Tel. Number)

10004-2498 (ZIP Code) toumeyd@sullcrom.com (E-mail address)

New York (City) (212) 558-4960 (Area Code & Tel. Number)

Mitchell S. Eitel (Name) Partner, Sullivan & Cromwell LLP (Title, Employer) 125 Broad Street (Street Address) New York (State) (212) 291-9046 (Fax Number)

10004-2498 (ZIP Code) eitelm@sullcrom.com (E-mail address)

-18SC1:3258888.8

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 (State) (212) 403-2354 (Fax Number)

New York (City) (212) 403-1354 (Area Code & Tel. Number)

10019 (ZIP Code) RKim@wlrk.com (E-mail address)

Mark F. Veblen (Name) Associate, Wachtell, Lipton, Rosen & Katz (Title, Employer) 51 West 52nd Street (Street Address) New York (State) (212) 403-2396 (Fax Number)

New York (City) (212) 403-1396 (Area Code & Tel. Number)

10019 (ZIP Code) MFVeblen@wlrk.com (E-mail address)

-19SC1:3258888.8

2.

Is this notice being filed prior to the acquisition of control?

Yes

No

If the response is no, state the nature of the exception upon which the acquirer is relying 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 the transaction.

3.

For each class of voting securities of the depository institution or holding company to be acquired, provide the total number of voting shares: (a) 21,000,000 shares of voting common stock 1,000,000 shares of preferred stock shares of voting common stock 81,892 shares of Series C Preferred Stock outstanding Currently outstanding 4,238 shares of Series D Preferred Stock outstanding Pro forma outstanding shares of voting common stock 0 shares of Series C Preferred Stock outstanding 0 shares of Series D Preferred Stock outstanding shares of Series E Preferred Stock Outstanding Authorized

(b) (c)

4.

Provide the following information. For any shares registered or to be registered in another name (such as a trust, corporation, or partnership), indicate the names of registered parties, beneficial owners and trustees, as applicable.
Number of shares per class of securities now owned, controlled, or held Number of shares per class of securities to be purchased by or transferred to the acquirer or transferee Number of shares per class of securities after completion of acquisition

Full name of each acquirer or transferee

Total as percent of shares outstanding per class of securities

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 -20SC1:3258888.8

 (b)

$1,000 per share of Series E Preferred Stock

Total purchase price for the entire proposed transaction Total: approximately $ The current book value per share $(15.24), as of December 31, 2012

(c)

(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 copies of all pertinent documents, such as purchase and sale agreements, shareholder agreements, non-compete agreements, employment contracts, and trust agreements. Please see Section I of the Preliminary Statement for a description of the proposed Transaction. The Subscription Agreements have not yet been finally agreed or executed, but would be provided promptly following execution. The Securities Purchase Agreement, among the United States Department of the Treasury, MBG and MBG Investors, has not yet been executed, but will be provided promptly following execution. A copy of the Limited Partnership Agreement for MBG Investors is attached hereto as Confidential Exhibit 5.

7.

Provide the following information.

Name of each Acquirer or transferee

Total purchase price

Source and amount of funds

TOTAL

Please see Confidential Exhibit 10 attached hereto for the information requested in the table above. (a) If cash funds will be used, provide copies of checking, savings, or money market account statements. If assets will be liquidated, list those assets and provide a copy of the documents that can verify the timing of such transaction and the amount of the anticipated proceeds. Please see Confidential Exhibit 6 for checking, savings, or money market account statements for cash funds to be used for the relevant Filing Investors. -21SC1:3258888.8

(b)

If any portion of the funds (or other consideration) for the acquisition will be borrowed, indicate the name of each borrower, name and address of each lender, amount financed, collateral to be pledged, and terms of the transaction, including interest rates, amortization requirements, guarantors, endorsers, comakers, and any other arrangements, agreements, and understandings between and among the parties. If applicable, submit a copy of any loan commitment letter. Not applicable.

(c)

Indicate the means through which the borrowed funds will be repaid. Provide details if the acquirer will rely on salaries, dividends, fees, or other funds from the depository institution or holding company to be acquired. Not applicable.

8. 9

Provide the following information.

Name of each seller or transferor N/A

Number of shares per class of voting securities now held N/A

Number of shares per class of voting securities to be sold or transferred N/A

Number of shares per class of voting securities after completion of acquisition N/A

Total as percent of total shares outstanding per class of voting securities

N/A

N/A

N/A

Because no existing shareholders in the Transaction are transferring shares, this chart is not applicable to the Transaction. 9. Identify any person or parties employed, retained, or to be compensated by any acquirer, or by any person on behalf of any acquirer, to make solicitations or recommendations to stockholders and thereby assist in the acquisition. Include a description of the terms of such employment, retainer, or arrangement for compensation, and provide a copy of any such agreement or contract.

BXM Holdings, Inc. (BXM) BXM is a signatory to the Original Subscription Agreements (and would be a signatory to the Subscription Agreements) in the capacity of investor representative. Please see Confidential Exhibit 7 for a description of the terms of the arrangement between BXM and the Filing Investors. River Branch Capital LLC (River Branch) River Branch was retained by MBG in connection with the Transaction. However, there are no arrangements by which the Filing Investors will compensate River Branch in connection with the Transaction. -22SC1:3258888.8

Sullivan & Cromwell LLP Sullivan & Cromwell LLP provided legal counsel to BXM on transactional and regulatory matters. Sullivan & Cromwell LLP respectfully requests a waiver of the requirement that terms of employment and related agreements be provided. Certain Persons Providing Administrative Assistance Certain of the Filing Investors engaged persons to provide certain administrative assistance in connection with the Transaction. Please see Confidential Exhibit 8 for a description of the terms of those arrangements. 10. List and provide copies of all invitations, tenders, or advertisements making a tender offer to stockholders for purchase of their stock in connection with the proposed acquisition. 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 its assets, (c) merge it with any company, or (d) make any other significant change in its business strategy or corporate structure. (a) None. (b) Post recapitalization, it is anticipated that the subsidiary banks will accelerate the disposition of classified assets using various loss mitigation strategies. These strategies may include individual loan and REO sales along with bulk sales of classified assets. (c) None. The Filing Investors propose to simplify MBGs corporate structure by consolidating the number of bank charters from five to one, as described in Section I of the Preliminary Statement. (d) Please refer to the business plan of certain of the Filing Investors for the management of MBG following the closing of the Transaction, which will be provided as a supplement to this Notice in the near future. 12. If changes are contemplated in the board of directors or senior executive officers of the depository institution or holding company to be acquired, provide a current and pro forma list of officers and directors. The regulatory agency with which this notice has been filed should be contacted to determine the filing or other information requirements associated with changes to the board of directors or senior executive officers, 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 proposed directors of MBG following the consummation of the Transaction. A description of the proposed changes to the officers of MBG will be provided in the MBG business plan of certain of the Filing Investors, which will be provided as a supplement to this Notice in the near future. 13. For each acquirer, indicate any positions currently held (director, officer, or employee) in any other depository institution or holding company. Also indicate if any acquirer directly or indirectly (such as through personal trusts, corporations, or similar arrangements) owns, controls, or has power to vote 10 percent or more of any class of voting securities or other voting equity interests of any other depository institution or holding company. Please see Confidential Exhibit 3 attached hereto for a table containing the information requested above for the Filing Investors. -23SC1:3258888.8

14.

If any office of any depository institution or holding company with which the acquirer is currently associated is located in the same geographic market as the subject institution, provide the name and location of each office of such other organization. None.

15.

If the proposed acquirer is not an individual (or a group of individuals acting in concert) and the acquirer is engaged, directly or indirectly (including through a subsidiary), in insurance activities that are supervised by a state insurance regulator, provide: (a) The name of the company. Not applicable. (b) A description of the insurance activity that the company is engaged in and has plans to conduct. Not applicable. (c) A list of each state and the lines of business in that state in which the company holds, or will hold, an insurance license. Indicate the state where the company holds a resident license or charter, as applicable. Not applicable.

-24SC1:3258888.8

Privacy Act Notice

A copy of this document is provided to the appropriate regulatory agency as required under 12 USC 1817(j) and implementing regulations. This notice, including supporting material, is available to the public upon request under the provisions of the Freedom of Information Act (5 USC 552). Contact the appropriate regulatory agency for the specific procedures under which the notice would be disclosed to the public. To the extent that it contains personal and financial information concerning individual acquirers of depository institutions and holding companies, the information may be subject to the Privacy Act of 1974 (5 USC 552a), which provides safeguards for personal information. The applicability of the Privacy Act to the information provided on this 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 change in control under the standards prescribed by the Change in Bank Control Act. Failure to provide information requested in connection with the processing of this notice could result in disapproval of a proposed acquisition or a determination that complete notice has not been submitted. Any person acquiring control of a depository institution or holding company without filing a notice prior to the proposed acquisition may be subject to substantial civil money penalties. The Change in Bank Control Act requires the regulatory agencies processing this notice to furnish copies of this information to other federal and state banking authorities. Where possible violations of laws or regulations are disclosed, relevant information may be made available to other regulatory agencies or other law enforcement or governmental agencies. Identification of parties to a proposed transaction and details of that transaction, to the extent material to the regulatory agencys determination, may be incorporated in orders a nd notices 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 on behalf 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 is true, correct, and complete, and is current as of the date of this submission. I acknowledge that any misrepresentation or omission of a material fact constitutes fraud in the inducement and may subject 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 federal banking agency. Actions or communications, whether oral, written, or electronic, by an agency or its employees in connection with this filing do not constitute a contract, either express or implied, or any other obligation binding upon the agency, other federal banking agencies, the United States, any other agency or entity of the United States, or any officer or employee of the United States. Such actions or communications will not affect the ability of any federal banking agency to exercise its supervisory, regulatory, or examination powers under applicable law and regulations. I further acknowledge that the foregoing may not be waived or modified by any employee or agent of a federal banking agency or of the United States. Signed this ____ day of ________________.

Signature Print or type name Title (if applicable)

Signature Print or Type name Title (if applicable)

SC1:3258888.8

Non-Confidential Exhibit A Current Board of Directors

Metrobank Richard J. Brown Allan R. Carroll Charles Huzenis Dimitri Karcazes William D. McGuire John (Jack) L. Smith William P. Vranas Paula J. Fasseas Peter A. Fasseas George D. Karcazes Daniel J. Healy Richard J. Brown Dimitri Karcazes Paula J. Fasseas Peter A. Fasseas George D. Karcazes Thomas L. Nelson Matthew E. Tilton Richard J. Brown Hubert J. Cioromski Timothy Glascott Martin J. Healy Jr. Frank Kamberos Dimitri Karcazes Robert E. Schuberth William P. Vranas Paula J. Fasseas Peter A. Fasseas George D. Karcazes North Community Bank Oswego Community Bank Plaza Bank MBG Frank Kamberos Frank R. Martin Henry H. Roenigk Jr. MD Paula J. Fasseas Peter A. Fasseas George D. Karcazes Bradlee F. Stamper

Archer Bank

Richard J. Brown Dimitri Karcazes James Roupas Scott A. Szykowny Paula J. Fasseas Peter A. Fasseas George D. Karcazes Matthew E. Tilton

Roy (Tom) Benson Ernest Cochanis Brian P. Liston Tony Maurello James Pappas John R. Rosales Manuel Sanchez Steven J. Stryker MD Paula J. Fasseas Peter A. Fasseas George D. Karcazes Paul Gaughan

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 Fasseas

VP Org. Development & Strategic Initiatives Chief Financial Officer

Randy Sara

Roger Kieffer

Chief Credit Officer

Confidential Exhibit 1 Table of Acquirers, Investment Vehicles and Shares Purchased [Redacted in its entirety]

Confidential Exhibit 2 List of Prospective Filing Investors [Redacted in its entirety]

Confidential Exhibit 3 Table of Ownership Interests and Positions Held in Other Depository Institutions or Holding Company
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 any other depository institution or holding company Shareholder Ve por Ms of Grupo Financiero

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

Antonio del Valle Ruiz

MBG Investors I, L.P.

Director and shareholder of Grupo Financiero Ve por Ms Director of Banco Ve por Ms, Institucin de Banca Multiple (subsidiary of Grupo Financiero Ve por Ms)

Antonio del Valle Perochena

MBG Investors I, L.P.

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 de Bolsa Ve por Ms, S.A. de C.V.; and (iv) Operadora de Fondos 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. MBG Investors I, L.P.

Adolfo del Valle Ruiz Ignacio del Valle Ruiz Francisco Javier del Valle Perochena

N/A N/A 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 de Bolsa Ve por Ms, S.A. de C.V.; and (iv) Operadora de Fondos de Inversin Ve por Ms, S.A. de C.V., Sociedad Operadora de Sociedades de Inversin (subsidiaries of Grupo Financiero Ve por Ms) 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) Banco Ve por Ms, S.A., Institucin de Banca Mltiple; and (iii) Casa de Bolsa Ve por Ms, S.A. de C.V.

N/A N/A N/A

MBG Investors I, L.P.

Juan Pablo del Valle Perochena MBG Investors I, L.P.

N/A

MBG Luxco, S.A.R.L.

Juan Francisco Beckmann Vidal

Director of Sociedad Financiera Campesina, S.A. de C.V. Director of Microfinanciera Rural Campesina, S.A. de C.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 Rural Campesina, S.A. de C.V. SOFOME

ECR Holding, S.A. de C.V. ETH Trigo Holding, S.A. de C.V. Tenedora Rosario ETG, S.A. de C.V. Tenedora Jacaru, S.A. de C.V.

Eugenio Santiago Clariond Reyes Eduardo Tricio Haro Eduardo Tricio Gmez Jaime Ruiz Sacristn

N/A Director of Grupo Financiero Banamex N/A 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) Director of Grupo Financiero Ve por Ms Director Banco Ve por Ms.

Shareholder in Banco Ve por Ms. N/A N/A N/A

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

Carlos Ruiz Sacristn

N/A

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

Ener Enrique Escobar Aguirre

N/A

N/A

Roberto Herencia

Director of SKBHC Holdings, Inc. and its two subsidiary banks, American West Bank and First National Bank of Starbuck Non-executive chairman of Board of Directors of FirstBancorp and its subsidiary bank FirstBank Puerto Rico N/A N/A N/A

Alberto Paracchini Lindsay Corby Sandra Thoms

N/A Director at QCR Holdings Inc. N/A

Confidential Exhibit 4 Written Request to the Federal Reserve for Determination that MBG Investors I, L.P. is a Qualified Family Partnership under the BHCA [Redacted in its entirety]

Confidential Exhibit 5 Limited Partnership Agreement for MBG Investors [Redacted in its entirety]

Confidential Exhibit 6 Account Statements for Investment [Redacted in its entirety]

Confidential Exhibit 7 Description of Arrangements between Certain Investors and BXM Holdings, Inc. [Redacted in its entirety]

Confidential Exhibit 8 Description of Arrangements between Certain Investors and Persons Providing Administrative Assistance in Connection with the Transaction [Redacted in its entirety]

Confidential Exhibit 9 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 Valle Perochena (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 of incorporation)]; Juan Francisco Beckmann Vidal (Mexico City, Mexico); ECR Holding, S.A. de C.V. (Mexico City, Mexico); Eugenio Santiago Clariond Reyes (Nuevo Len, Mexico); ETH Trigo 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 (Mexico City, Mexico); Carlos Ruiz Sacristn (Mexico City, Mexico);

Impulsora Ridi, S.A. de C.V. (Mexico City, 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.

Metropolitan Bank Group, Inc. controls Archer Bank, Metrobank, North Community Bank, Oswego Community Bank and Plaza Bank, each an Illinois banking corporation, with its main office in Chicago, Illinois. The Board of Governors of the Federal Reserve System considers a number 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 Section 225.41 of Regulation Y of the Board of Governors of the Federal Reserve System (12 CFR 225.41) that require parties acting, directly or indirectly, or through or in concert with one or more persons, who wish to acquire voting shares of a bank holding company to notify the Board of 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 processing applications 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) 3225910; 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.

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

Name of each Acquirer or transferee 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 An Investment Vehicle Controlled by Juan Francisco Beckmann Vidal (in Process of Incorporation) ECR Holding, S.A. de C.V. ETH Trigo Holding, S.A. de C.V. Tenedora Rosario ETG, S.A. de C.V. Tenedora Jacaru, S.A. de C.V.

Total purchase price

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

Impulsora Ridi, S.A. de C.V. Roberto Herencia Alberto Paracchini Lindsay Corby Sandra Thoms TOTAL -1-

Source of Funds [Redacted in its entirety]