METROPOLITAN FINANCIAL CORP /OH/, DEF 14A, 1998-03-27

METROPOLITAN FINANCIAL CORP /OH/
DEF 14A, 1998-03-27
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

Metropolitan Financial Corp.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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<PAGE> 2

[METROPOLITAN FINANCIAL CORP. LETTERHEAD]

March 16, 1998

Dear Shareholder:

On behalf of the Board of Directors, I cordially invite you to attend
the 1998 Annual Meeting of Shareholders of Metropolitan Financial Corp., which
will be held at our executive offices, 6001 Landerhaven Drive, Mayfield Heights,
Ohio, at 9:00 a.m., local time, on Tuesday, April 28, 1998.

All holders of record of shares of Common Stock of Metropolitan
Financial Corp. as of March 2, 1998, are entitled to vote at the 1998 Annual
Meeting.

As described in the accompanying Notice and Proxy Statement, you will be
asked to vote on the election of four directors for three-year terms expiring in
2001, to approve the Metropolitan Financial Corp. 1997 Stock Option Plan, and to
ratify the appointment of independent auditors for 1998.

The accompanying Notice and Proxy Statement and the Annual Report for
the year ended December 31, 1997, are being mailed to shareholders on or about
March 16, 1998.

Your vote is very important, regardless of the number of shares you own.
I urge you to complete, sign, and date each proxy card you receive and return it
as soon as possible in the postage-paid envelope provided, even if you currently
plan to attend the 1998 Annual Meeting. This will not prevent you from voting in
person, but will assure that your vote is counted if you are unable to attend
the meeting. Thank you for your consideration of these matters and please vote
today.

Sincerely,

/s/ ROBERT M. KAYE
ROBERT M. KAYE
Chairman of the Board

<PAGE> 3

[METROPOLITAN FINANCIAL CORP. LETTERHEAD]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 28, 1998

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Metropolitan Financial Corp. will be held at 6001 Landerhaven Drive, Mayfield
Heights, Ohio, on Tuesday, April 28, 1998, at 9:00 a.m., local time, for the
following purposes:

1. To elect four directors to serve for three-year terms expiring in
2001.

2. To approve the Metropolitan Financial Corp. 1997 Stock Option
Plan.

3. To ratify the appointment of Crowe, Chizek and Company LLP as
Metropolitan Financial Corp.'s independent auditors for the
fiscal year ending December 31, 1998.

4. To transact such other business as may properly come before the
1998 Annual Meeting or any postponement or adjournment thereof.

The Board of Directors has selected March 2, 1998, as the record date
for the Annual Meeting. Only those shareholders of record at the close
of business on that date will be entitled to notice of and to vote at
the 1998 Annual Meeting or any postponement or adjournment thereof.

By Order of the Board of Directors

/s/ MALVIN E. BANK
MALVIN E. BANK
Secretary

March 16, 1998

<PAGE> 4

[METROPOLITAN FINANCIAL CORP. LETTERHEAD]

---------------------------

PROXY STATEMENT

---------------------------

INFORMATION RELATING TO VOTING AT THE ANNUAL MEETING

This Proxy Statement is furnished to shareholders of Metropolitan
Financial Corp. ("Metropolitan" or the "Corporation") in connection with the
solicitation on behalf of the Corporation's Board of Directors of proxies to be
voted at the 1998 Annual Meeting of Shareholders of Metropolitan (the "1998
Annual Meeting") to be held at 6001 Landerhaven Drive, Mayfield Heights, Ohio on
Tuesday, April 28, 1998, and at any postponement or adjournment thereof. The
approximate date of mailing of this Proxy Statement and the accompanying form of
proxy is March 16, 1998.

The Board of Directors of Metropolitan has selected March 2, 1998 as the
record date for the determination of shareholders entitled to notice of and to
vote at the 1998 Annual Meeting (the "Record Date"). A total of 7,051,270 shares
of Common Stock, without par value, of the Corporation (the "Common Shares"),
were outstanding at the close of business on the Record Date. The common shares
outstanding reflect the Corporation's completion, on December 10, 1997, of a
two-for-one stock split in the form of a stock dividend to shareholders of
record as of November 24, 1997. Shareholders will be entitled to cast one vote
for each Common Share held by them of record at the close of business on the
Record Date on each matter to be considered at the 1998 Annual Meeting.

ELECTION OF DIRECTORS

In accordance with Metropolitan's Amended and Restated Code of
Regulations (the "Regulations"), the Board of Directors has established the size
of the Board at 11 members, divided into two classes of four members and one
class of three members. The terms of the three classes as of the 1998 Annual
Meeting will expire in 1999, 2000 and 2001, respectively. Proxies solicited by
the Board of Directors will be voted for each of the nominees listed below
unless the shareholder specifies otherwise in the proxy. At the election of
directors, the properly nominated candidates receiving the greatest number of
votes shall be elected.

Four nominees for terms expiring in 2001 are listed below. Each of the
nominees is currently a director of the Corporation, and each has indicated his
or her willingness to serve if reelected. If any nominee becomes unable to
accept nomination or election, the proxy cards (unless a contrary specification
is properly made on the proxy card) will be voted for the election of such other
person, if any, as shall be recommended by the Board of Directors or for holding
a vacancy to be filled by the Board at a later date.

The following table sets forth the names of and certain information,
including any positions held with Metropolitan Savings Bank of Cleveland (the
"Bank"), a wholly-owned subsidiary of the Corporation, with respect to the four
nominees for director and directors whose term of office will continue after the
1998 Annual Meeting. All persons who serve as directors of the Corporation also
serve as directors of the Bank.

<PAGE> 5

FOR TERM POSITIONS CURRENTLY HELD
NOMINEES FOR DIRECTOR AGE DIRECTOR TO WITH METROPOLITAN AND
- --------------------- --- SINCE EXPIRE THE BANK
----- ------ ----------------------------

<S> <C> <C> <C> <C>
Ralph D. Ketchum 71 1991 2001 Director of Metropolitan and the
Bank

James A. Karman 60 1992 2001 Director of Metropolitan and the Bank

Robert R. Broadbent 76 1992 2001 Director of Metropolitan and the Bank

Marjorie M. Carlson 57 1994 2001 Director of Metropolitan and the Bank

POSITIONS CURRENTLY HELD
DIRECTOR TERM WITH METROPOLITAN AND
CONTINUING DIRECTORS AGE SINCE EXPIRING THE BANK
- -------------------- --- ----- -------- -------------------------

<S> <C> <C> <C> <C>
Robert M. Kaye 61 1987 1999 Chairman of Metropolitan and Chairman of
the Bank

David G. Lodge 58 1991 1999 President, Assistant Secretary, Assistant
Treasurer and Director of Metropolitan
and President and Director of the Bank

Malvin E. Bank 67 1991 1999 Secretary, Assistant Treasurer and
Director of Metropolitan and Secretary
and Director of the Bank

David P. Miller 65 1992 1999 Treasurer, Assistant Secretary and
Director of Metropolitan and Director of
the Bank

Lois K. Goodman 64 1994 2000 Director of Metropolitan and the
Bank

Marguerite B. Humphrey 56 1994 2000 Director of Metropolitan and the Bank

Alfonse M. Mattia 56 1996 2000 Director of Metropolitan and the Bank
- ------------------
</TABLE>

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ELECTION OF THE ABOVE
NOMINEES FOR DIRECTOR.

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During the past five years, the business experience of each of the
directors and executive officers has been as follows:

NOMINEES

Mr. Ketchum has served as a Director of Metropolitan and the Bank since
1991. Since 1987, Mr. Ketchum has been President of RDK Capital Inc., a general
partner in a partnership formed for the purposes of acquiring and managing
companies serving the aircraft industry. Prior thereto, he was a Senior Vice
President and Group Executive for the General Electric Company, Lighting Group.
Mr. Ketchum is also a member of the Board of Directors of Oglebay Norton
Company, Thomas Industries, Pacific Scientific and Lithium Technologies Corp.

Mr. Karman has served as a Director of Metropolitan and the Bank since
1992. Mr. Karman has been affiliated with RPM, Inc. since 1963, and in 1978 he
became President of RPM, Inc., a manufacturer of protective coatings, sealants
and specialty chemicals. Mr. Karman serves as a member of the Board of Directors
of RPM, Inc., McDonald & Company Investments, Inc., A. Schulman, Inc. and Shiloh
Industries, Inc. Mr. Karman also serves as a member of the Board of Trustees of
the Musical Arts Association, the Boys & Girls Club of Cleveland, Hiram College
and Boys Hope, and is a member of the Corporate Council, Cleveland Museum of
Art.

Mr. Broadbent has served as a Director of Metropolitan and the Bank
since 1992. From 1984 to 1989, Mr. Broadbent served as Chairman and Chief
Executive Officer of The Higbee Company, a Cleveland-based clothing and
housewares retailer. Mr. Broadbent served as the Chairman of the Rock and Roll
Hall of Fame Museum, Inc. until May 1994 and is now on the advisory board. Mr.
Broadbent also serves as a Director of PICO Holding, Inc., as well as a Trustee
of the Murphy Foundation.

Ms. Carlson has served as a Director of Metropolitan and the Bank since
1994. She also is the Director of Development for the Cleveland Foundation. Ms.
Carlson is a member of the Board of Trustees of the College of Wooster, the
Musical Arts Association, the Playhouse Square Foundation, and is a Director of
the National Committee on Planned Giving.

CONTINUING DIRECTORS

Mr. Kaye has served as Chairman and Chief Executive Officer of
Metropolitan and the Bank since 1987. He has also served as President of Planned
Residential Communities, Inc. since 1960. Planned Residential Communities, Inc.
is actively engaged in every aspect of multifamily housing from new construction
and rehabilitation to acquisition and management. Mr. Kaye serves as a member of
the Board of Directors of Community Bank of New Jersey. He has also been a
member of the Corporate Council of the Cleveland Museum of Art since its
inception in 1993 and has been a member of the Board of Trustees of the College
of New Jersey since 1980 and of The Peddie School since 1988.

Mr. Lodge joined Metropolitan in December 1988 as Executive Vice
President. He has served as President of Metropolitan and the Bank since August
1991. Mr. Lodge has also served as Director of Metropolitan and the Bank since
1991 and as Assistant Secretary and Assistant Treasurer of Metropolitan since
1992. Mr. Lodge has served as a Director of University Circle Incorporated and
Vocational Guidance Services since 1994 and became a member of the Board of
Trustees of The Cleveland Playhouse in June 1995.

Mr. Bank has served as a Director and as Secretary of Metropolitan and
the Bank since 1991. Mr. Bank also serves as Assistant Treasurer of
Metropolitan. Mr. Bank is a senior partner with the Cleveland law firm of
Thompson Hine & Flory LLP. Mr. Bank also serves as a Director of Oglebay Norton
Company. Mr. Bank also serves as a Trustee of Case Western Reserve University,
Chagrin River Land Conservancy, Cleveland Center for Research in Child
Development and numerous foundations.

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Mr. Miller has served as a Director of Metropolitan and the Bank since
1992. Mr. Miller also serves as Treasurer and Assistant Secretary of
Metropolitan. Since 1986, Mr. Miller has been the Chairman and Chief Executive
Officer of Columbia National Group, Inc., a Cleveland-based scrap and waste
materials wholesaler and steel manufacturer. He is currently commissioner of the
Ohio Lottery.

Ms. Goodman has served as a Director of Metropolitan and the Bank since
1994. Since 1990, she has been President of the Work & Family Consulting Group,
Inc., a consulting service for employers on managing working families. Ms.
Goodman is also a member of the Board of Trustees for the Cleveland Opera, the
Jewish Community Federation, Starting Point and Eldred Theater.

Ms. Humphrey has served as a Director of Metropolitan and the Bank since
1994. Ms. Humphrey developed and implemented workshops for trustee education for
the Cultural Arts Trustee Forum at the Cleveland Mandel Center from 1992 to
1995. She is a trustee for the American Symphony Orchestra League, the Cleveland
Institute of Music, the Musical Arts Association, Rainbow Babies and Children's
Hospital and the Cleveland Zoological Society.

Mr. Mattia has served as a consultant to the Bank since 1987 and as a
Director of Metropolitan and the Bank since 1996. Mr. Mattia is a CPA and a
founding partner of Amper, Politziner & Mattia, a New Jersey-based accounting
and consulting firm. Mr. Mattia serves on the Assurance Services Executive
Committee of the AICPA and is co-Chairman of the Rutgers University Family
Business Forum.

EXECUTIVE OFFICER WHO IS NOT A DIRECTOR

Patrick W. Bevack, 51, has been Executive Vice President of the Bank
since May 1992. Mr. Bevack became Treasurer and Assistant Secretary of the Bank
in 1993. Prior to joining Metropolitan, Mr. Bevack was Executive Vice President
of TransOhio Savings Bank.

BOARD MEETINGS AND COMMITTEES

The Board of Directors of the Corporation has regular quarterly meetings
and held four meetings in 1997. No director attended fewer than 75% of the total
number of meetings of the Board of Directors of the Corporation during the
periods that he or she served in 1997.

All persons who serve as directors of the Corporation also serve as
directors of the Bank. The Board of Directors of the Bank has regular monthly
meetings and held 12 meetings in 1997. The Board of Directors of the Bank has
established various committees to whom certain responsibilities have been
delegated, including an Audit Committee and a Compensation and Organization
Committee. No director attended fewer than 75% of the total number of meetings
of the Board of Directors of the Bank and meetings of committees of the Board of
the Bank on which he or she served during 1997.

The Compensation and Organization Committee of the Bank currently
consists of Messrs. Ketchum (Chair), Kaye, Bank and Karman. The Compensation and
Organization Committee is responsible for reviewing and recommending
compensation with respect to Mr. Kaye and Mr. Lodge. The Compensation and
Organization Committee held two meetings in 1997.

The Audit Committee of the Bank consists of Messrs. Bank (Chair),
Miller, Ketchum, Karman, Mattia and Broadbent and Ms. Humphrey. The Audit
Committee makes recommendations to the Board of Directors as to the engagement
of independent auditors to perform audit and non-audit services, reviews the
scope and results of their services, oversees the internal audit function, and
reviews the systems of internal control and audit with management and the
independent auditors. The Audit Committee held four meetings in 1997.

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<PAGE> 8

Neither Metropolitan nor the Bank has a standing nominating committee of
the Board of Directors (or another standing committee performing similar
functions). Metropolitan's Regulations provide that only persons nominated in
accordance with the procedures set forth therein shall be eligible for election
as directors. Shareholder nominations must be made pursuant to written notice
received by the Corporation not less than 60 days nor more than 90 days prior to
the meeting, provided, however, that in the event that less than 75 days' notice
to the shareholders or prior public disclosure of the date of the meeting is
given or made, the written notice of such shareholder's intent to make such
nomination must be given to the Secretary not later than the close of business
on the fifteenth day following the earlier of the day on which such notice of
the date of the meeting was mailed or such public disclosure was made. Any
shareholder recommendation for a director nominee should contain background
information concerning the recommended nominee, including, (a) the name, age,
business, and residence address of such person; (b) the principal occupation or
employment of such person for the last five years; (c) the class and number of
Metropolitan Common Shares that are beneficially owned by such person; (d) all
positions of such person as a director, officer, partner, employee or
controlling shareholder of any corporation or other business entity; (e) any
prior position as a director, officer or employee of a depository institution or
any company controlling a depository institution; (f) certain information
relating to such person which would be required to be disclosed in a proxy
statement; and (g) the written consent of such individual to serve if nominated
or elected. Any shareholder recommendation should also include, as to the
shareholder giving the written notice, (a) the name and record address of such
shareholder; (b) a representation that the shareholder is a holder of record of
shares of Metropolitan entitled to vote at such meeting; (c) a description of
all arrangements or understandings between the shareholder and such recommended
person and any other person or persons (naming such person or persons); and (d)
the class and number of Metropolitan Common Shares beneficially owned by the
nominating shareholder.

DIRECTOR COMPENSATION

For their services as directors, each member of the Board of Directors
of the Bank who is not an employee of Metropolitan or the Bank receives a
monthly consulting fee of $1,000. The Chairman of the Board of the Bank and all
other members of the Board of the Bank, who are not employees of Metropolitan or
the Bank, receive a $500 attendance fee for each meeting of the Board attended.
Members of the Board of Directors of Metropolitan receive no fees for their
services as such.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation and Organization Committee of Metropolitan's Board of
Directors consists of Messrs. Ketchum (Chair), Kaye, Bank, and Karman.

Mr. Kaye, the Chairman of the Board, is the sole shareholder of Planned
Residential Communities, Inc. which receives a $96,000 annual fee for employee
benefit related services and multifamily property consulting services provided
to Metropolitan.

The law firm of Thompson Hine & Flory LLP, of which Malvin E. Bank is a
partner, provided legal services to Metropolitan in 1997 and during the current
fiscal year.

Several of the directors and executive officers of Metropolitan
purchased subordinated notes from Metropolitan during the Corporation's 1993
private offering of 10% subordinated notes maturing December 31, 2001 (the "1993
Subordinated Notes"). These purchases were made on the same terms and at the
same prices offered to unaffiliated investors. Mr. Kaye holds $515,000 principal
amount of 1993 Subordinated Notes and Mr. Ketchum holds $200,000 principal
amount of 1993 Subordinated Notes.

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<PAGE> 9

CERTAIN TRANSACTIONS

The accounting firm of Amper, Politziner & Mattia, of which Alfonse M.
Mattia is a partner, provided tax services to Metropolitan in 1997 and during
the current fiscal year.

As noted above, several of the directors and executive officers of
Metropolitan purchased 1993 Subordinated Notes from Metropolitan during the
private offering of the 1993 Subordinated Notes. These purchases were made on
the same terms and at the same prices offered to unaffiliated investors. Mr.
Miller holds $200,000 principal amount of 1993 Subordinated Notes. In addition,
the Metropolitan Savings Bank of Cleveland 401(k) Plan and the Planned
Residential Communities Management Co. Inc. and Affiliates 401(k) Plan jointly
own $400,000 principal amount of 1993 Subordinated Notes. The Amper, Politziner
& Mattia Profit Sharing Trust, of which Alfonse M. Mattia is a trustee, holds
$200,000 principal amount of 1993 Subordinated Notes.

The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with Metropolitan's and the
Bank's directors, officers, shareholders and associates on substantially the
same terms, including interest rates and collateral on loans, as those
prevailing at the time for comparable transactions with other persons, and that
do not involve more than the normal risk of collectability or present other
unfavorable terms.

APPROVAL OF METROPOLITAN'S 1997 STOCK OPTION PLAN

On October 28, 1997, the Board of Directors of Metropolitan adopted,
subject to the approval of Metropolitan's shareholders, the Metropolitan
Financial Corp. 1997 Stock Option Plan (the "Plan"). The Plan is intended to
encourage ownership of Metropolitan's Common Stock by officers and other key
employees of Metropolitan, to encourage their continued employment with
Metropolitan and to provide them with additional incentives to promote the
development and financial success of Metropolitan. As of March 2, 1998, three
executive officers and nine other key employees were eligible to participate in
the Plan.

The complete text of the Plan is attached as Exhibit A to this Proxy
Statement. The following summary of the Plan does not purport to be complete and
is qualified in its entirety by reference to Exhibit A.

NUMBER OF SHARES AUTHORIZED

The maximum number of Common Shares that may be issued under the Plan
is 650,000, subject to adjustments upon the occurrence of certain changes with
respect to the Common Shares. On December 10, 1997, Metropolitan completed a
two-for-one stock split in the form of a stock dividend to shareholders of
record as of November 24, 1997, and the Committee accordingly adjusted the
maximum number of Common Shares that may be issued under the Plan from 325,000
to 650,000.

TYPES OF OPTIONS

The Plan provides for the grant of options (which may be "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or nonqualified options) (collectively,
"Options"). The number of Common Shares remaining available for grants of
additional Options under the Plan at any particular time will be reduced, upon
the granting of any Option, by the full number of Common Shares subject to that
Option. If any Option for any reason expires or is terminated, in whole or in
part, without the receipt by an employee of Common Shares (or the equivalent
thereof in cash or other property), the Common Shares subject to that part of
the Option that has so expired or terminated will again be available for the
future grant of Options under the Plan.

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<PAGE> 10

PARTICIPANTS

Grants of Options will be made by the Compensation and Organization
Committee of the Board of Directors. Options may be granted to key employees of
Metropolitan and its subsidiaries selected by the Compensation and Organization
Committee, including executive officers named in the Summary Compensation Table.
On October 28, 1997, the Committee authorized the nonqualified and incentive
stock option grants shown in the new plan benefits table set forth below. All of
the option grants are subject to shareholder approval of the adoption of the
Plan.

NEW PLAN BENEFITS TABLE
-----------------------

NUMBER OF SHARES*
-----------------

NAME AND POSITION NON-QUALIFIED STOCK OPTIONS INCENTIVE STOCK OPTIONS
- ----------------- --------------------------- -----------------------

<S> <C> <C>
Robert M. Kaye, Chairman of the Board and Chief
Executive Officer 300,000 30,000

David G. Lodge, President, Assistant Treasurer and
Assistant Secretary 20,000 30,000

Patrick W. Bevack, Executive Vice President of the
Bank - 2,000

Executive Group 320,000 62,000

Non-Executive Director Group Not Applicable Not Applicable

Non-Executive Officer Employee Group - 18,000

<FN>
- ----------------------------------------------------

* Adjusted to reflect the two-for-one stock split completed on December 10,
1997.
</TABLE>

OPTION TERMS

Options granted under the Plan will be subject to the following terms
and conditions:

Exercise Price of Options. The exercise price under an Option, whether
an incentive stock option or a nonqualified option, will be not less than the
fair market value of the Common Shares, as reported on the National Association
of Securities Dealers Automated Quotation System (NASDAQ) National Market (or as
determined by the Compensation and Organization Committee, if the Common Shares
are not or cease to be traded on a national securities exchange or on the NASDAQ
National Market), on the date of grant. The closing sales price of Metropolitan
Common Shares as reported on the NASDAQ National Market on March 2, 1998, was
$16.81 per share.

The exercise price may be paid in such form as the Compensation and
Organization Committee determines may be accepted, including, without
limitation, cash, securities, other property, including surrender of a part of
an Option in connection with the exercise of that Option, any combination
thereof, or delivery of irrevocable instructions to a broker promptly to deliver
to Metropolitan the amount of sale or loan proceeds from the Common Shares
subject to the Option to pay the exercise price. The Compensation and
Organization Committee, in its sole discretion, may grant the right to transfer
Common Shares acquired upon the exercise of a part of an Option in payment of
the exercise price payable upon immediate exercise of a further part of the
Option.

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<PAGE> 11

Exercise and Term of Options. An Option may be exercised in one or more
installments at the time or times provided in the option instrument. Generally,
Options granted to employees will become exercisable with respect to one-half of
the Common Shares covered by the Option on the third anniversary, and with
respect to an additional one-fourth of the Common Shares covered by the Option
on the fourth and fifth anniversaries, of the date on which the Option was
granted. Options granted under the Plan will expire at the time set forth in the
grant, which can be no later than ten years after grant in the case of an
incentive stock option and ten years and one month after grant in the case of a
nonqualified option. In general, an Option may be exercised only while the
optionee is an employee of Metropolitan or a subsidiary of Metropolitan. An
Option may be exercised during the three months following termination of an
optionee's service for any reason other than disability, death, or termination
for cause. If an optionee's service is terminated due to disability, an Option
may be exercised during the one-year period following such termination of
service. Upon the death of the holder of an Option during service or during the
period following termination of service when such Option may be exercised, the
optionee's executor or administrator or a permitted transferee of the Option may
exercise the Option within a period of one year after the optionee's death.

Transferability of Options. Unless otherwise determined by the
Compensation and Organization Committee, no Option may be transferred other than
by will or by the laws of descent and distribution or, solely in the case of a
nonqualified option, pursuant to a qualified domestic relations order (a "QDRO")
as defined in Section 414(p)(1)(B) of the Code. During an optionee's lifetime,
only the optionee (or, in the case of incapacity of an optionee, the optionee's
attorney in fact or legal guardian, or, in the case of a nonqualified option
transferred pursuant to a QDRO, the optionee's assignee) may exercise any
Option.

Effect of Change of Control. Unless otherwise specified in the option
instrument, Options outstanding on the date of a change of control will be
accelerated so that all outstanding Options will become immediately exercisable
in full.

AMENDMENT AND TERM OF THE OPTION PLAN

The Board of Directors or a duly authorized committee thereof may amend
the Plan, but no amendment may be made without shareholder approval if
shareholder approval (a) is required by any applicable securities law or tax
law, or (b) is required by the rules of the registered national securities
association through whose inter-dealer quotation system the Common Shares are
quoted. Notwithstanding the foregoing, without shareholder approval, no
amendment may increase the aggregate number of shares that may be issued under
incentive stock options under the Plan.

The Plan became effective on the date on which it was adopted by the
Board of Directors and, subject to shareholder approval of the adoption of the
Plan, will remain in effect thereafter through October 28, 2007, unless earlier
terminated by action of the Board of Directors

FEDERAL INCOME TAX CONSEQUENCES OF OPTIONS

The following is a brief general discussion of the anticipated income
tax treatment of the grant and exercise of Options to optionees and to
Metropolitan under current provisions of the Code.

Incentive Stock Options. The grant of an incentive stock option to an
employee will have no immediate tax consequences to Metropolitan or the
optionee. If the optionee has remained an employee of Metropolitan or a
subsidiary from the date of grant until at least the day three months before the
date of exercise (one year before the date of exercise in the case of an
employee who is disabled), the optionee will recognize no taxable income and
Metropolitan will not be entitled to any tax deduction at the time of exercise
of an incentive stock option. However, the amount by which the fair market value
of the acquired shares at the time of exercise exceeds the exercise price will
be an adjustment to an optionee's alternative minimum taxable income for
purposes of the alternative minimum tax. If an optionee exercises an incentive
stock option more than three months after terminating employment (one year in
the case of an employee who

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<PAGE> 12

is disabled), the exercise of the Option will be treated in the same manner as
the exercise of a nonqualified option.

If an optionee holds the shares received upon exercise of an incentive
stock option for at least two years after the date of grant and for at least one
year from the date of exercise, gain or loss on a subsequent sale of the shares
will be a capital gain or loss, measured from the date of exercise. If an
optionee disposes of shares acquired upon exercise of an incentive stock option
before these holding periods are satisfied, the optionee generally will
recognize compensation income equal to the lesser of (a) the excess of the fair
market value of the stock on the exercise date over the exercise price, or (b)
the excess of the amount realized on disposition over the exercise price. The
amount received in excess of the fair market value on the exercise date will be
taxable as a capital gain, and any loss will be treated as a capital loss,
measured from the date of exercise. Upon any such premature disposition by an
employee, Metropolitan will be entitled to a deduction in the amount of
compensation income realized by the employee. For purposes of calculating the
alternative minimum tax for the year of the disposition of a share acquired upon
exercise of an incentive stock option, any adjustment to alternative minimum
taxable income reported upon exercise of the incentive stock option will be
included in the basis of the share.

Nonqualified Options. The grant of a nonqualified option will have no
immediate tax consequences to Metropolitan or the optionee. An optionee will
recognize compensation income at the time of exercise of a nonqualified option
in an amount equal to the difference between the exercise price and the fair
market value on the exercise date of the acquired shares. Metropolitan will be
entitled to a deduction in the same taxable year and in the same amount as an
optionee recognizes compensation income as a result of the exercise of a
nonqualified option, and the compensation income will be subject to applicable
withholding requirements.

The favorable vote of the holders of a majority of the Metropolitan
Common Shares present in person or by proxy at the meeting is required to adopt
the Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS APPROVAL OF THE
METROPOLITAN FINANCIAL CORP. 1997 STOCK OPTION PLAN.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Crowe, Chizek and Company LLP as
Metropolitan's independent auditors for the fiscal year ending December 31,
1998, and to audit the books and accounts of Metropolitan for that year, subject
to ratification of the selection by the shareholders at the 1998 Annual Meeting.
Crowe, Chizek and Company LLP has been the independent auditors of Metropolitan
since 1991.

Representatives of Crowe, Chizek and Company LLP are expected to be
present at the 1998 Annual Meeting and to be available to respond to appropriate
questions. Their representatives will also be provided an opportunity to make a
statement, if they desire to do so.

Although shareholder approval of this appointment is not required by
law or binding on the Board, the Board believes that shareholders should be
given the opportunity to express their views. If the shareholders do not ratify
the appointment of Crowe, Chizek and Company LLP as Metropolitan's independent
auditors, the Board will consider this vote in determining whether to continue
the engagement of Crowe, Chizek and Company LLP.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE
SELECTION OF CROWE, CHIZEK AND COMPANY LLP AS INDEPENDENT AUDITORS FOR
METROPOLITAN FINANCIAL CORP. FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.

9
<PAGE> 13

SECURITIES OWNERSHIP OF MANAGEMENT

The following table sets forth, as of March 2, 1998, information
concerning Common Shares beneficially owned by current directors of and nominees
for director of Metropolitan, executive officers included in the Summary
Compensation Table, and all directors, nominees for director and executive
officers of Metropolitan and the Bank as a group. Except as otherwise noted,
each beneficial owner listed has sole investment and voting power with respect
to the Common Shares indicated.

AMOUNT AND NATURE OF
NAME OF INDIVIDUAL OR PERSONS IN GROUP BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
-------------------------------------- ----------------------- ----------------

<S> <C> <C>
Robert M. Kaye 5,467,270(2) 77.5%
David G. Lodge 22,700(3) *
Malvin E. Bank 15,000 *
David P. Miller 30,000 *
Ralph D. Ketchum 27,000(4) *
James A. Karman 5,000 *
Robert R. Broadbent 30,000(5) *
Marjorie M. Carlson 15,000 *
Lois K. Goodman 15,000(6) *
Marguerite B. Humphrey 10,000 *
Alfonse M. Mattia 60,000(7) *
Patrick W. Bevack 8,000 *

All directors and executive officers as a group
(12 persons) 5,704,970 80.9%
-----------------------------------------------------

<FN>
(1) The Common Shares indicated reflect the Corporation's completion, on
December 10, 1997, of a two-for-one split in the form of a stock
dividend to shareholders of record as of November 24, 1997.
(2) Total includes 6,000 Common Shares held by Mr. Kaye as trustee.
(3) Total includes 2,100 Common Shares held by Mr. Lodge as custodian for
his children and 1,600 Common Shares held by Mr. Lodge's spouse, as to
which Mr. Lodge disclaims beneficial ownership.
(4) Total includes 7,000 Common Shares held by Mr. Ketchum's spouse, as to
which Mr. Ketchum disclaims beneficial ownership.
(5) Total includes 5,500 Common Shares held by the Broadbent Family
Foundation, of which Mr. Broadbent is Chair.
(6) Total includes 8,000 Common Shares held by Ms. Goodman's spouse, as to
which Ms. Goodman disclaims beneficial ownership.
(7) Total includes 31,400 Common Shares held by Mr. Mattia as trustee, and
1,000 Common Shares held by Mr. Mattia's spouse, as to which Mr.
Mattia disclaims beneficial ownership

* Represents less than 1% of Metropolitan's outstanding Common Shares.
</TABLE>

10
<PAGE> 14

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Except as set forth below, no person is known to Metropolitan at March
2, 1998 to own beneficially within the meaning of the regulations of the
Securities and Exchange Commission, more than 5% of Metropolitan's outstanding
Common Shares.

NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ------------------- --------------------------- ----------------

<S> <C> <C>
Robert M. Kaye 5,467,270 77.5%
6001 Landerhaven Drive
Mayfield Heights, Ohio 44124

<FN>
- ---------------------------

(1) The Common Shares indicated reflect the Corporation's completion, on
December 10, 1997, of a two-for-one split in the form of a stock
dividend to shareholders of record as of November 24, 1997.
</TABLE>

CHANGE IN CONTROL

Metropolitan has a revolving credit agreement with The Huntington
National Bank (the "Huntington Loan Agreement"). The Huntington Loan Agreement
is a revolving line of credit for the first 24-month period and then it converts
to a 36-month term note. The maximum permitted borrowing amount is $4.0 million.
As collateral for the Huntington Loan Agreement, Mr. Kaye pledged a portion of
his Common Shares in an amount at least equal in value to 200% of any
outstanding balance. At March 3, 1998, the outstanding balance under the
Huntington Loan Agreement was $1.5 million.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION TABLE

The following table sets forth certain information with respect to
compensation provided by Metropolitan and its subsidiaries during the years
ended December 31, 1997, 1996 and 1995, to its chief executive officer and
Metropolitan's other executive officers whose annual salary and bonus exceed
$100,000.

11
<PAGE> 15

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
-------------------

NAME AND FISCAL YEAR ENDED ALL OTHER
PRINCIPAL POSITION DECEMBER 31 SALARY BONUS COMPENSATION(1)
------------------ ----------- ------ ----- ---------------

<S> <C> <C> <C> <C>
Robert M. Kaye, 1997 $351,000 $75,000(2) $4,750
Chairman of the 1996 295,000 65,000(2) 4,750
Board and Chief 1995 255,000 --- 4,620
Executive Officer

David G. Lodge, 1997 242,654 75,000(2) 4,750
President, Assistant 1996 205,000 65,000 4,750
Treasurer and Assistant 1995 175,000 50,000 4,571
Secretary

1997 142,942 ---- 4,750
Patrick W. Bevack, 1996 135,000 7,500 4,750
Executive Vice 1995 125,000 7,000 4,275
President of the Bank

<FN>
- ----------
(1) Represents the Bank's contribution to the Metropolitan Savings Bank of
Cleveland 401(k) Plan.
(2) Paid January of the following year.
</TABLE>

OPTION GRANTS

The following table provides information regarding grants of Options
made during the year ended December 31, 1997, to each of the executive officers
named in the Summary Compensation Table. As described in this Proxy Statement
under the caption "Approval of Metropolitan's 1997 Stock Option Plan," all of
the grants were made subject to shareholder approval. All share and base price
figures reflect the Corporation's completion, on December 10, 1997, of a
two-for-one stock split.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS TEN YEAR OPTION TERM
----------------------------------------------------------------- ------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE OR
UNDERLYING EMPLOYEES BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED(#) YEAR ($/SHARE) DATE 5% 10%
- ----------------------- ----------------- -------------- ------------- ---------------- --------------- -------------

<S> <C> <C> <C> <C> <C> <C>
Robert M. Kaye 300,000(1) 75.0% $10.1250 11/28/2007 $4,947,765 $7,878,510
30,000(2) 7.5 11.1375 10/28/2007 544,254 866,634
David G. Lodge 20,000(1) 5.0 10.1250 11/28/2007 329,851 525,234
30,000(2) 7.5 10.1250 10/28/2007 494,777 787,851
Patrick W. Bevack 2,000(1) 0.5 10.1250 10/28/2007 32,985 52,523

<FN>
- ------------------------
(1) These options vest 50% on the third anniversary, 25% on the fourth
anniversary and 25% on the fifth anniversary from the date of grant.
(2) These options granted in three groups of 10,000, each vesting 50%, 25% and
25% beginning on October 28, 2000, October 2001 and October 2002,
respectively.
</TABLE>

12
<PAGE> 16

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation and Organization Committee (the "Committee") of the
Board of Directors of the Bank reviews all issues pertaining to the compensation
of Mr. Kaye and Mr. Lodge. The Committee submits its recommendations with regard
to compensation to the full Board of Directors of the Bank for approval.

As an overall evaluation tool used in setting the compensation for Mr.
Kaye and Mr. Lodge, the Committee reviews a Bank Compensation Survey prepared
annually by the accounting firm of Crowe, Chizek and Company LLP. By studying
this report, the Committee is able to review compensation levels and structures
for banks with characteristics similar to Metropolitan. The Committee gives
particular weight to banks with similar geographic location and similar asset
size. The companies listed in the selected peer group used in developing the
Performance Graph set forth below are companies included in the Bank
Compensation Survey prepared by Crowe, Chizek and Company LLP.

Mr. Kaye's and Mr. Lodge's base salary and bonus are reviewed annually.
In making its determinations with regard to salary and bonuses, the Committee
evaluates the executive's level of responsibility and performance. In the past,
the Committee has also taken the performance of the Bank into account by
measuring the Bank's financial performance for the previous year in light of the
internal projections and forecasts prepared by management for the period.

Prior to 1996, Mr. Kaye received only base salary. His salary has
traditionally been set by the Committee at a level competitive with salaries of
chief executive officers of banks of similar geographic location and asset size.
Mr. Kaye's base salary for 1997 was $351,000. In addition, in January of 1998,
the Committee determined that Mr. Kaye should receive a $75,000 bonus as part of
his compensation for fiscal 1997. This increase in salary and bonus was based on
Mr. Kaye's business planning and entrepreneurial skills, his vision, judgment
and leadership as well as his excellent attention to detail. The Committee also
recognized the excellent performance of Mr. Kaye in continuing to attract and
retain outstanding officers and his overall management of those officers. The
Committee awarded the bonus to Mr. Kaye in part due to the success of
Metropolitan and the Bank during 1997. The determination of the bonus amount is
completely within the discretion of the Committee.

Mr. Lodge has traditionally received both salary and bonus. In 1997, Mr.
Lodge's base salary was $242,654. Mr. Lodge's salary is based in part on the
recommendation of Mr. Kaye and has traditionally been set by the Committee at a
level competitive with salaries of chief operating officers of banks of similar
geographic location and asset size. In 1997, the Committee determined that Mr.
Lodge was entitled to a bonus of $75,000. Although Mr. Lodge's bonus is also
based in part on a recommendation by Mr. Kaye, the determination of the bonus
amount is completely within the discretion of the Committee.

In the past, including with respect to 1997 compensation, the
compensation of the other Named Executive Officer, Mr. Bevack, has been
determined by Mr. Lodge, after consultation with Mr. Kaye. Mr. Bevack's salary
and bonus are set by Mr. Lodge at a level competitive with the salaries of
officers fulfilling the same responsibilities for banks of similar geographic
location and asset size. Metropolitan is considering expanding the scope of the
duties of the Committee to include an annual review of the terms and amount of
the compensation of Mr. Bevack and any other executive officers named in the
future.

The Committee believes that the Chief Executive Officer, the other
executive officers and certain other officers and key employees of Metropolitan
and the Bank will be motivated, and their financial interests will be more
closely aligned with those of the Corporation's shareholders, if stock options
are awarded.

The Committee determines the Corporation's stock option policies and
makes the actual grants of options. The actual grants, including specifically
the grants made on October 28, 1997 subject to shareholder approval, are based
on the grantee's historical and/or anticipated contributions to the long-term
financial and

13
<PAGE> 17

operational results of Metropolitan. The aggregate number and vesting terms may
vary based on the Committee's judgment as to the best form of long-term
motivation under the particular circumstances.

Ralph D. Ketchum, Chair
Robert M. Kaye
Malvin E. Bank
James A. Karman

PERFORMANCE GRAPH

The following chart compares the Corporation's Common Shares with (i)
the Nasdaq Market Index and (ii) a selected peer group which includes all of the
384 publicly held savings and loan associations located in the United States.
The chart assumes an investment of $100 on October 29, 1996, the day on which
Metropolitan's Common Shares became publicly held, in each of the Common Shares,
the Nasdaq Market Index and the stocks in the selected peer group. The overall
performance assumes dividend reinvestment throughout the period.

14
<PAGE> 18

COMPARE CUMULATIVE TOTAL RETURN
AMONG METROPOLITAN FINANCIAL CORP.,
NASDAQ MARKET INDEX AND MG GROUP INDEX

[GRAPH]

<TABLE>
<CAPTION>
METROPOLITAN MG PEER NASDAQ
FINANCIAL CORP. GROUP MARKET INDEX

ASSUMES $100 INVESTED ON COT. 29, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997

15
<PAGE> 19

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, Metropolitan's directors
and certain officers are required to report their ownership and changes in
ownership of Common Shares to the Securities and Exchange Commission (the "SEC")
and NASDAQ. The SEC has established certain due dates for these reports. Based
on a review of the copies of such forms furnished to the Corporation in
accordance with SEC regulations, and certain representations received by the
Corporation, the Corporation believes that there were no late filings during
1997.

1999 SHAREHOLDER PROPOSALS

Any shareholder of Metropolitan wishing to have a proposal considered
for inclusion in Metropolitan's 1999 proxy solicitation materials must set forth
such proposal in writing and file it with the Secretary of Metropolitan on or
before November 16, 1998.

GENERAL

You are urged to complete, date, sign, and return your proxy card
promptly in order to make certain your shares are voted at the 1998 Annual
Meeting. Common Shares represented by properly executed proxy cards will be
voted in accordance with any specification made thereon and, if no specification
is made, will be voted for the election as directors of the nominees named
herein, in favor of the proposal to approve the Metropolitan Financial Corp.
1997 Stock Option Plan, and in favor of ratifying the appointment of Crowe,
Chizek and Company LLP as independent auditors for the fiscal year ending
December 31, 1998. The Board of Directors knows of no other matters which will
be presented at the 1998 Annual Meeting. However, if other matters properly come
before the 1998 Annual Meeting or any adjournment, the person or persons voting
the proxy cards will vote them in accordance with their best judgment on such
matters. Unless a broker's authority to vote on a particular matter is limited,
abstentions and broker non-votes are counted in determining the votes present at
a meeting. Consequently, an abstention or a broker non-vote has the same effect
as a vote against a proposal, as each abstention or broker non-vote would be one
less vote in favor of a proposal.

Any shareholder has the power to revoke his or her proxy at any time
before it is voted at the 1998 Annual Meeting by giving written notice of such
revocation to the Secretary of Metropolitan (which notice may be given by the
filing of a duly executed proxy bearing a later date) or by attending the 1998
Annual Meeting and by giving notice of revocation in open meeting.

Shareholders may only nominate a person for election as a director of
Metropolitan at a meeting of shareholders if the nominating shareholder has
strictly complied with the applicable notice and procedural requirements set
forth in the Regulations, including, without limitation, timely providing to the
Secretary of Metropolitan the requisite notice of the proposed nominee(s)
containing all the information specified by the Regulations. Metropolitan will
provide to any shareholder, without charge, a copy of the applicable procedures
governing nomination of directors set forth in the Regulations upon request made
to the Secretary of Metropolitan.

16
<PAGE> 20

Metropolitan will bear the expense of preparing, printing and mailing
this Proxy Statement. In addition to solicitation by mail, personnel of
Metropolitan and its subsidiaries may solicit the return of proxies in person,
by telephone or through other forms of communication. Metropolitan personnel who
participate in this solicitation will not receive any additional compensation
for such solicitation. Metropolitan will request brokers, banks and other
custodians, nominees and fiduciaries to send proxy material to beneficial owners
and will, upon request, reimburse them for their expense in so doing.

By Order of the Board of Directors

MALVIN E. BANK
Secretary

March 16, 1998

17
<PAGE> 21

EXHIBIT A

METROPOLITAN FINANCIAL CORP.
1997 STOCK OPTION PLAN
(As approved by the Board of Directors on October 28, 1997)

1. Purpose. The purpose of this Plan is to provide to key Employees a
proprietary interest in the Company and to thereby stimulate their interest in
the development and financial success of the Company. To achieve these purposes,
the Company may grant Options to selected Employees, all in accordance with the
terms and conditions hereinafter set forth. Capitalized terms used in this Plan
have the meanings ascribed to them in Section 22, the last section hereof.

2. Administration.

2.1 Administrator. The Plan shall be administered by the Committee,
which shall consist of three or more Directors appointed from time to time by
the Board of Directors. Unless the Board of Directors determines otherwise, the
Committee shall be comprised solely of individuals who are "outside directors"
within the meaning of Section 162(m) of the Code and are "non-employee"
directors within the meaning of SEC Rule 16b-3. The Board of Directors may, in
its discretion, delegate to a committee or subcommittee of the Board of
Directors that does not meet the requirements set forth in the immediately
preceding sentence any or all of the authority and responsibility of the
Committee with respect to awards of Options to Participants who are not Section
16 Persons or "covered employees" for purposes of Section 162(m) of the Code at
the time any such delegated authority or responsibility is exercised. Such other
committee or subcommittee may consist of three or more directors who may, but
need not, be officers or employees of the Company or of any of its Subsidiaries.
To the extent that the Board of Directors has delegated to such other committee
or subcommittee the authority and responsibility of the Committee, all
references to the Committee in the Plan shall be to such other committee or
subcommittee.

2.2 Administrative Powers. The Committee shall have authority, subject
to the terms of the Plan, (a) to determine the Employees who are eligible to
receive Options under the Plan and the type, size, and terms of Options to be
granted to any Participant, the time or times at which Options shall be
exercisable or at which restrictions, conditions, and contingencies shall lapse,
and the terms and provisions of the instruments by which Options shall be
evidenced, (b) to establish any other restrictions, conditions, and
contingencies on Options in addition to those prescribed by the Plan, (c) to
interpret the Plan, and (d) to make all determinations necessary for the
administration of the Plan. The construction and interpretation by the Committee
of any provision of the Plan or any Option delivered pursuant to the Plan and
any determination by the Committee pursuant to any provision of the Plan or any
Option Instrument shall be final and conclusive. No member or alternate member
of the Committee shall be liable for any such action or determination made in
good faith. The Committee may act only by a majority of its members. Any
determination of the Committee may be made, without a meeting, by a writing or
writings signed by all of the members of the Committee. In addition, the
Committee may authorize any one or more of their number or any officer of the
Company to execute and deliver documents on behalf of the Committee and the
Committee may delegate to one or more employees, agents, or officers of the
Company, or to one or more third party consultants, accountants, lawyers, or
other advisors, such ministerial duties related to the operation of the Plan as
it may deem appropriate.

A-1
<PAGE> 22

3. Eligibility. Options may be granted to any Employee selected by the
Committee in its sole discretion.

4. Common Shares Subject to the Plan.

4.1 Maximum Number in the Aggregate. Subject to Section 4.3, the total
number of Common Shares as to which Options may be granted under the Plan as of
the date on which the Plan is approved by the Board of Directors shall be
325,000. Common Shares issued and distributed to Employees in connection with
Options granted under the Plan may be authorized and unissued Common Shares,
treasury Common Shares, or Common Shares acquired on the open market
specifically for distribution under the Plan, as the Board of Directors may from
time to time determine. Notwithstanding any other provision of the Plan, but
subject to adjustment under Section 10, the maximum number of Common Shares that
may be issued under the Plan pursuant to Incentive Stock Options shall be
325,000 Common Shares.

4.2 Maximum Number -- Per Participant. Subject to adjustment under
Section 10, the maximum number of Options that may be granted to any particular
Participant in any calendar year during any part of which the Plan is in effect
shall be 325,000 Common Shares.

4.3 Charging of Shares. Common Shares subject to Options that are
forfeited, terminated, or canceled without having been exercised will again be
available for grant under the Plan, without reducing the number of Common Shares
available in any calendar year for grant of Options.

5. Options.

5.1 Types of Options. Options granted may be Incentive Stock Options or
Nonqualified Options, as the Committee may determine at the time of grant. The
Option Instrument pursuant to which any Incentive Stock Option is granted shall
specify that the Option granted thereby shall be treated as an Incentive Stock
Option. The Option Instrument pursuant to which any Nonqualified Option is
granted shall specify that the Option granted thereby shall not be treated as an
Incentive Stock Option.

5.2 Date of Grant of Options. The day on which the Committee authorizes
the grant of an Incentive Stock Option shall be the date on which that Option is
granted. The day on which the Committee authorizes the grant of a Nonqualified
Option shall be considered the date on which that Option is granted, unless the
Committee specifies a later date.

5.3 Exercise Price. The Exercise Price under any Option shall be not
less than the Fair Market Value of the Common Shares subject to the Option on
the date the Option is granted.

5.4 Option Expiration Date. The Option Expiration Date under any
Incentive Stock Option shall not be later than ten years from the date on which
the Option is granted. The Option Expiration Date under any Nonqualified Option
shall not be later than ten years and one month from the date on which the
Option is granted.

6. Exercise of Options.

6.1 Service Requirement. Except as otherwise provided in Section 7, an
Option may be exercised only while the Participant to whom the Option was
granted is in the employ of the Company or of a Subsidiary.

A-2
<PAGE> 23

6.2 Vesting Schedule. Subject to the service requirement set forth in
Section 6.1, and unless otherwise specified by the Committee in the relevant
Option Instrument, each Option shall first become exercisable to the extent of:

(a) from and after the third anniversary date of the Option
Instrument, 50% of the Common Shares subject to the Option;

(b) from and after the fourth anniversary date of the Option
Instrument, an additional 25% of the Common Shares subject to the
Option; and

(c) from and after the fifth anniversary date of the Option
Instrument, the remaining 25% of the Common Shares subject to the
Option.

If, by reason of the application of Section 7, an Option may be
exercised at a time when a Participant is no longer in the service of the
Company, and, on the Service Termination Date, the Participant held any Options
that were not then otherwise fully exercisable, each such Option shall be
exercisable as of the Service Termination Date (i) to the extent that it was
exercisable pursuant to the foregoing schedule plus (ii) to the extent of an
additional percentage determined by multiplying 25% by a fraction the numerator
of which is the number of days between the Service Termination Date and the
immediately preceding anniversary date of the Participant's Option Instrument
(or, if no anniversary date has occurred, the numerator will be the number of
days between the Service Termination Date and the date of the grant of the
Option) and the denominator of which is 365. Once any portion of an Option
becomes exercisable, that portion shall remain exercisable until expiration or
termination of the Option. A Participant to whom an Option is granted may
exercise the Option from time to time, in whole or in part, up to the total
number of Common Shares with respect to which the Option is then exercisable,
except that no fraction of a Common Share may be purchased upon the exercise of
any Option.

6.3 Procedure for Exercise. A Participant electing to exercise an
Option shall deliver to the Company (a) the Exercise Price payable in accordance
with Section 6.4 and (b) written notice of the election that states the number
of whole Common Shares with respect to which the Participant is exercising the
Option.

6.4 Payment For Common Shares. Upon exercise of an Option by a
Participant, the Exercise Price shall be payable by the Participant in cash or
in such other form of consideration as the Committee determines may be accepted,
including, without limitation, (a) by delivery by the Participant (with the
written notice of election to exercise) of irrevocable instructions to a broker
registered under the 1934 Act to promptly deliver to the Company the amount of
sale or loan proceeds to pay the Exercise Price, (b) in Common Shares (including
through an attestation procedure) or other property surrendered to the Company,
(c) by the surrender of all or part of the Option being exercised, or (d) by a
combination of the foregoing methods, as and to the extent permitted by the
Committee. Property for purposes of this section shall include an obligation of
the Company unless prohibited by applicable law. Common Shares surrendered in
connection with the exercise of an Option shall be valued at their Fair Market
Value on the date of exercise. Any other property so surrendered shall be valued
at its fair market value on any reasonable basis established or approved by the
Committee. Any Common Shares surrendered to the Company in connection with the
exercise of an Option (including by attestation) will again be available for
grant under the Plan, without reducing the number of Common Shares otherwise
available in any calendar year for grant of Options.

7. Termination of Service. After a Participant's Service Termination
Date, the rules set forth in this Section 7 shall apply. All factual
determinations with respect to the termination of a Participant's

A-3
<PAGE> 24

employment that may be relevant under this Section 7 shall be made by the
Committee in its sole discretion.

7.1 Termination Other Than Upon Death or Disability or for Cause. Upon
any termination of a Participant's service for any reason other than the
Participant's disability or death or the Participant's termination for Cause,
unless otherwise provided in the relevant Option Instrument, the Participant
shall have the right, during the period ending three months after the Service
Termination Date, but not later than the Option Expiration Date, to exercise any
Options that were outstanding on the Service Termination Date, if and to the
same extent as those Options were exercisable by the Participant on the Service
Termination Date.

7.2 Termination Due to Disability. Upon any termination of a
Participant's service due to disability, unless otherwise provided in the
relevant Option Instrument, the Participant, or the Participant's
Representative, shall have the right to exercise, from time to time during the
period ending one year after the Service Termination Date, but not later than
the Option Expiration Date, any Options that were outstanding on the Service
Termination Date, if and to the same extent those Options were exercisable by
the Participant on the Service Termination Date.

7.3 Death of a Participant. Upon the death of a Participant while in
the service of the Company or any Subsidiary as an Employee or within any of the
periods referred to in either of Sections 7.1 or 7.2 during which any particular
Option remains potentially exercisable, unless otherwise provided in the
relevant Option Instrument (in which the Committee may specify a different
period of extension of the Option Expiration Date in the event of the death of
the Participant), (a) if the Option Expiration Date of any Nonqualified Option
that had not expired before the Participant's death would otherwise expire
before the first anniversary of the Participant's death, that Option Expiration
Date shall automatically be extended to the first anniversary of the
Participant's death and (b) unless otherwise provided in the relevant Option
Instrument, all Options held by the Participant at the date of the Participant's
death shall become immediately exercisable in full and the Participant's
Representative shall have the right to exercise any such Options form time to
time during the period ending one year after the date of the Participant's
death, but not later than the Option Expiration Date.

7.4 Termination for Cause. Upon any termination of a Participant's
service with the Company or a Subsidiary for Cause, all of the Participant's
rights with respect to unexercised Options shall expire immediately before the
Service Termination Date.

8. Acceleration Upon Change of Control. Unless otherwise specified in
the relevant Option Instrument, upon the occurrence of a Change of Control of
the Company, each Option theretofore granted to any Participant that then
remains outstanding shall become immediately exercisable in full.

9. Transferability. Unless otherwise determined by the Committee, no
Option may be transferred other than by will or by the laws of descent and
distribution or, in the case of a Nonqualified Option only, pursuant to a
qualified domestic relations order (as defined in Section 414(p)(1)(B) of the
Code) that satisfies the requirements of Section 414(p)(1)(A) of the Code.
During a Participant's lifetime, only the Participant (or in the case of
incapacity of a Participant, the Participant's attorney in fact or legal
guardian) may exercise any Option.

10. Adjustments Upon Changes in Common Shares. In the event of any
stock dividend, stock split, or share combination of the Common Shares or any
reclassification, recapitalization, merger, consolidation, other form of
business combination, liquidation, or dissolution involving the Company or any
spin-off or other distribution to shareholders of the Company (other than normal
cash dividends), (a) the Committee shall make appropriate adjustments to the
maximum number of Common Shares that

A-4
<PAGE> 25

may be issued under the Plan pursuant to Section 4.1 and (b) the Committee shall
adjust the number and kind of shares subject to, the price per share under, and
the terms and conditions of each then outstanding Option to the extent necessary
and in such manner that the benefits of Participants under all then outstanding
Options shall be maintained substantially as before the occurrence of such
event. Any adjustment so made by the Committee shall be conclusive and binding
for all purposes of the Plan as of such date as the Committee may determine.

11. Purchase For Investment. Each person acquiring Common Shares
pursuant to an Option may be required by the Company to furnish a representation
that he or she is acquiring the Common Shares so acquired as an investment and
not with a view to distribution thereof if the Company, in its sole discretion,
determines that such representation is required to insure that a resale or other
disposition of the Common Shares would not involve a violation of the Securities
Act of 1933, as amended, or of applicable blue sky laws. Any investment
representation so furnished shall no longer be applicable at any time such
representation is no longer necessary for such purposes.

12. Withholding of Taxes. The Company will withhold from any payments
of cash made pursuant to the Plan such amount as is necessary to satisfy all
applicable federal, state, and local withholding tax obligations. The Committee
may, in its discretion and subject to such rules as the Committee may adopt from
time to time, permit or require a Participant to satisfy, in whole or in part,
any withholding tax obligation that may arise in connection with the grant of an
Option, the lapse of any restrictions with respect to an Option, the acquisition
of Common Shares pursuant to any Option, or the disposition of any Common Shares
received pursuant to any Option by such means as the Committee may determine
including, without limitation, by having the Company hold back some portion of
the Common Shares that would otherwise be delivered pursuant to the Option or by
delivering to the Company an amount equal to the withholding tax obligation
arising with respect to such grant, lapse, acquisition, or disposition in (a)
cash, (b) Common Shares, or (c) such combination of cash and Common Shares as
the Committee may determine. The Fair Market Value of the Common Shares to be so
held back by the Company or delivered by the Participant shall be determined as
of the date on which the obligation to withhold first arose. The Company may
apply the provisions of this Section 12 based upon generally applicable
withholding rates and without regard to any statutory minimum rate applicable to
special payments.

13. Options in Substitution for Options Granted by Other Companies.
Options, whether Incentive Stock Options or Nonqualified Options, may be granted
under the Plan in substitution for options held by employees of a company who
become Employees of the Company or a Subsidiary as a result of the merger or
consolidation of the employer company with the Company or a Subsidiary, or the
acquisition by the Company or a Subsidiary of the assets of the employer
company, or the acquisition by the Company or a Subsidiary of stock of the
employer company as a result of which it becomes a Subsidiary. The terms,
provisions, and benefits of the substitute Options so granted may vary from the
terms, provisions, and benefits set forth in or authorized by the Plan to such
extent as the Committee at the time of the grant may deem appropriate to
conform, in whole or in part, to the terms, provisions, and benefits of the
options in substitution for which they are granted.

14. Legal Requirements. No Options shall be granted and the Company
shall have no obligation to make any payment under the Plan, whether in Common
Shares, cash, or any combination thereof, except in compliance with all
applicable Federal and state laws and regulations, including, without
limitation, the Code and Federal and state securities laws.

15. Effective Date and Termination of the Plan. The Plan shall become
effective when approved by the Board of Directors. The Plan shall thereafter be
submitted to the Company's shareholders for approval by the affirmative votes of
the holders of shares having a majority of the voting

A-5
<PAGE> 26

power of all shares represented at a meeting duly held in accordance with Ohio
law within twelve (12) months after being approved by the Board of Directors. In
aid of this provision, any Option Insturment entered into prior to the approval
of the Plan by the Company's shareholders shall be conditioned upon receipt of
such approval. The Plan shall terminate on October 28, 2007, unless earlier
terminated by the Board of Directors of the Company. In no event shall an
Incentive Stock Option be granted under the Plan more than ten years from the
date the Plan is adopted by the Board of Directors, or the date the Plan is
approved by the shareholders of the Company, whichever is earlier. No
termination of the Plan shall adversely affect the rights of any Participant
with respect to any Option granted before the effective date of the termination.

16. Amendments. Subject to any applicable shareholder approval
requirements of applicable law or the rules of the registered national
securities association through whose inter-dealer quotation system the Common
Shares are quoted, the Board of Directors, or a duly authorized committee
thereof, may alter or amend the Plan from time to time prior to its termination
in any manner the Board of Directors, or such duly authorized committee, may
deem to be in the best interests of the Company and its shareholders, except
that, without shareholder approval, no amendment shall increase the aggregate
number of shares that may be issued under Incentive Stock Options under the
Plan. The Committee shall have the authority to amend the terms and conditions
applicable to outstanding Options (a) in any case where expressly permitted by
the terms of the Plan or of the relevant Option Instrument or (b) in any other
case with the consent of the Participant to whom the Option was granted. Except
as expressly provided in the Plan or in the Option Instrument evidencing the
Option, the Committee may not, without the consent of the holder of an Option
granted under the Plan, amend the terms and conditions applicable to that Option
in a manner adverse to the interests of the Participant.

17. Plan Noncontractual. Nothing herein contained shall be construed
as a commitment to or agreement with any person employed by the Company or a
Subsidiary to continue such person's employment with the Company or the
Subsidiary, and nothing herein contained shall be construed as a commitment or
agreement on the part of the Company or any Subsidiary to continue the
employment or the annual rate of compensation of any such person for any period.
All Employees shall remain subject to discharge to the same extent as if the
Plan had never been put into effect.

18. Claims of Other Persons. The provisions of the Plan shall in no
event be construed as giving any person, firm, or corporation any legal or
equitable right against the Company or any Subsidiary, their officers,
employees, agents, or directors, except any such rights as are specifically
provided for in the Plan or are hereafter created in accordance with the terms
and provisions of the Plan.

19. Absence of Liability. No member of the Board of Directors of the
Company or a Subsidiary, of the Committee, of any other committee of the Board
of Directors, or any officer or Employee of the Company or a Subsidiary shall be
liable for any act or action under the Plan, whether of commission or omission,
taken by any other member, or by any officer, agent, or Employee, or, except in
circumstances involving his or her bad faith or willful misconduct, for anything
done or omitted to be done by himself or herself.

20. Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted here from.

21. Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.

A-6
<PAGE> 27

22. Definitions.

22.1 1934 Act. The term "1934 Act" means the Securities Exchange Act of
1934, as amended.

22.2 Board of Directors. The term "Board of Directors" means the Board
of Directors of the Company.

22.3 Cause. The Company shall be deemed to have "Cause" for the
termination of an Employee's employment if the Employee has committed any act or
series of acts determined by the Committee (in a determination made either
before or after the Service Termination Date) to warrant discharge from
employment, including, without limitation, any act of theft or dishonesty in
connection with the Employee's employment with the Company, any unauthorized
disclosure of confidential information belonging to the Company, or other
similar action.

22.4 Change of Control. A "Change of Control" shall be deemed to have
occurred if at any time or from time to time after the date of adoption of the
Plan:

(a) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form, or report), each as adopted under the
1934 Act, disclosing the acquisition of 20% or more of the voting stock
of the Company in a transaction or series of transactions by any person
(as the term "person" is used in Section 13(d) and Section 14(d)(2) of
the 1934 Act),

(b) during any period of 730 consecutive days or less,
individuals who at the beginning of such period constitute the
Directors of the Company cease for any reason to constitute at least a
majority thereof unless the election of each new Director of the
Company was approved or recommended by the vote of at least two-thirds
of the Directors of the Company then still in office who were Directors
of the Company at the beginning of any such period,

(c) the Company merges with or into or consolidates with
another corporation following approval of the shareholders of the
Company of such merger or consolidation and, after giving effect to
such merger or consolidation, less than 50% of the then outstanding
voting securities of the surviving or resulting corporation represent
or were issued in exchange for voting securities of the Company
outstanding immediately prior to such merger or consolidation,

(d) there is a sale, lease, exchange, or other transfer (in
one transaction or a series of related transactions) of all or
substantially all of the assets of the Company following approval of
the shareholders of the Company of such transaction or series of
transactions, or

(e) the shareholders of the Company shall approve any plan or
proposal for the liquidation or dissolution of the Company.

22.5 Code. The term "Code" means the Internal Revenue Code of 1986, as
amended.

22.6 Committee. The term "Committee" means the Compensation Committee
of the Board of Directors or such other committee or subcommittee designated by
the Board of Directors to administer the Plan.

22.7 Common Shares. The term "Common Shares" means common shares of the
Company without par value.

A-7
<PAGE> 28

22.8 Company. The term "Company" means Metropolitan Financial Corp. and
its successors, including the surviving or resulting corporation of any merger
of Metropolitan Financial Corp. with or into, or any consolidation of
Metropolitan Financial Corp. with, any other corporation or corporations.

22.9 Director. The term "Director" means any member of the Board of
Directors.

22.10 Disability. A Participant shall be deemed to have suffered a
"Disability" if and only if (a) the Participant has established to the
satisfaction of the Committee that the Participant is unable to perform the
Participant's normal duties and responsibilities with the Company by reason of a
medically determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a continuous
period of not less than 12 months, all within the meaning of Section 22(e)(3) of
the Code and (b) the Participant has satisfied any other requirement that may be
imposed by the Committee.

22.11 Employee. The term "Employee" means any individual employed by
the Company or by any Subsidiary.

22.12 Exercise Price. The term "Exercise Price" with respect to an
Option means the price specified in the Option at which the Common Shares
subject to the Option may be purchased by the holder of the Option.

22.13 Fair Market Value. Except as otherwise determined by the
Committee, the term "Fair Market Value" with respect to Common Shares means the
closing sales price of the Common Shares as reported on the national securities
exchange on which the Common Shares are traded, or, if applicable, as reported
on the National Association of Securities Dealers Automated Quotation System
("NASDAQ") National Market, on the date for which the determination of fair
market value is made or, if there are no sales of Common Shares on that date,
then on the next preceding date on which there were any sales of Common Shares.
If the Common Shares are not or cease to be traded on a national securities
exchange or on the NASDAQ National Market, the "Fair Market Value" of Common
Shares shall be determined in the manner prescribed by the Committee.

22.14 Incentive Stock Option. The term "Incentive Stock Option" means
an Option intended by the Committee to qualify as an "incentive stock option"
within the meaning of Section 422 of the Code.

22.15 Nonqualified Option. The term "Nonqualified Option" means an
Option intended by the Committee not to qualify as an "incentive stock option"
under Section 422 of the Code.

22.16 Option. The term "Option" means an award entitling the holder
thereof to purchase a specified number of Common Shares at a specified price
during a specified period of time.

22.17 Option Expiration Date. The term "Option Expiration Date" with
respect to any Option means the date selected by the Committee after which the
Option may not be exercised, except as provided in Section 7.3 in the case of
the death of the Participant to whom the option was granted.

22.18 Option Instrument. The term "Option Instrument" means a written
instrument evidencing an Option in such form and with such provisions as the
Committee may prescribe. Each Option Instrument shall provide that acceptance of
the Option Instrument by an Employee constitutes agreement to the terms of the
Option evidenced thereby.

A-8
<PAGE> 29

22.19 Participant. The term "Participant" means any Employee selected
by the Committee to receive one or more Options under the Plan.

22.20 Participant's Representative. The term "Participant's
Representative" means, (a) in the case of a deceased Participant, the
Participant's executor or administrator or the person or persons to whom the
Participant's rights under any award are transferred by will or the laws of
descent and distribution and (b) in the case of a disabled or incapacitated
Participant, the Participant's attorney in fact or legal guardian.

22.21 Plan. The term "Plan" means this Metropolitan Financial Corp.
1997 Stock Option Plan as from time to time hereafter amended in accordance with
Section 16 hereof.

22.22 SEC Rule 16b-3. The term "SEC Rule 16b-3" means Rule 16b-3 or any
successor provision under the 1934 Act.

22.23 Section 16 Person. The term "Section 16 Person" means a person
subject to potential liability under Section 16(b) of the 1934 Act with respect
to transactions involving equity securities of the Company.

22.24 Service Termination Date. The term "Service Termination Date"
means the first date on which an Employee is no longer employed by the Company
or any Subsidiary.

22.25 Subsidiary. The term "Subsidiary" means any corporation,
partnership, joint venture, or other business entity in which the Company owns,
directly or indirectly, 50 percent (50%) or more of the total combined voting
power of all classes of stock (in the case of a corporation) or other ownership
interests (in the case of any entity other than a corporation).

A-9

<PAGE> 30
METROPOLITAN FINANCIAL CORP.
6001 LANDERHAVEN DRIVE
MAYFIELD HEIGHTS, OHIO 44124

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Robert M. Kaye, David G. Lodge and
Malvin E. Bank and each of them, with FULL power of substitution, as proxies to
vote as designated below, FOR and in the name of the undersigned all shares of
common stock of Metropolitan Financial Corp. which the undersigned is entitled
to vote at the Annual Meeting of the Shareholders of said CORPORATION scheduled
to be held Tuesday, April 28, 1998 at 9:00 a.m. at the offices of said
CORPORATION, 6001 Landerhaven Drive, Mayfield Heights, Ohio, or at any
adjournment thereof.

The Board of Directors recommends a FOR vote on the election of
Directors, proposal to approve Metropolitan Financial Corp.'s 1997 Stock Option
Plan and the proposal to appoint Crowe, Chizek and Company LLP. Please mark an
X in one box under each item.

<TABLE>
<S> <C> <C>
1. ELECTION of four Class II directors: / / FOR ALL NOMINEES / / WITHHOLD AUTHORITY TO VOTE FOR
LISTED BELOW. ALL NOMINEES LISTED BELOW.

CLASS II -- RALPH D. KETCHUM, JAMES A. KARMAN, ROBERT R. BROADBENT AND MARJORIE M. CARLSON

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME IN THE SPACE BELOW:

- -------------------------------------------------------------------------------------------------------------------

2. Proposal to approve Metropolitan Financial Corp.'s 1997 Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN

3. Proposal to approve the appointment of Crowe, Chizek and Company LLP as independent auditors of the Corporation for the fiscal
year ending December 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
<PAGE> 31
[METROPOLITAN FINANCIAL CORP. LOGO]
C/O CORPORATE TRUST SERVICES
MAIL DROP 1090F5-4129
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH 45263

NAME APPEARS

FOLD AND DETACH HERE
................................................................................
In their discretion, the PROXIES are authorized to vote upon such other
business as may properly come before the meeting.

This PROXY when executed will be voted in the manner directed hereon by the
undersigned SHAREHOLDER(S).
If no direction is made, this PROXY will be voted FOR Proposals 1, 2 and 3.
ALL FORMER PROXIES ARE HEREBY REVOKED.

Dated: ___________________, 1998

________________________________
NAME APPEARS (Signature of Shareholder)

________________________________
(Signature of Shareholder)

(Please sign exactly as your name
or names appear opposite. All joint
owners should sign. When signing in
a fiduciary capacity or as a
corporate officer, please give your
full title as such.)