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Exhibit 24
POWER OF ATTORNEY
METROPOLITAN FINANCIAL CORP. 1997 STOCK
OPTION PLAN, AS AMENDED
WHEREAS, Metropolitan Financial Corp. intends to file a registration
statement on Form S-8 to register approximately 200,000 shares of Metropolitan
Financial Corp. common stock ("Securities") for which options may be issued
under the Metropolitan Financial Corp. 1997 Stock Option Plan, as amended ("Form
S-8"); and,
WHEREAS, each of the directors and/or officers of the Corporation
desire to appoint attorneys-in-fact to implement the filing of the Form S-8 and
take all such further and other action relating thereto as is set forth herein,
NOW, THEREFORE, each of the directors and/or officers of Metropolitan
Financial Corp. whose signature appears below hereby appoints and grants full
authority to Robert M. Kaye, Kenneth T. Koehler, Donald F. Smith and David G.
Slezak, and each of them severally, as his or her attorney-in-fact to sign in
his or her name and behalf, in any and all capacities stated below and to file
with the Securities and Exchange Commission ("Commission") and The Nasdaq Stock
Market, Inc. ("NASDAQ"), the Form S-8, any and all amendments and supplements
thereto, as appropriate, and generally to do all such things in their behalf in
their capacities as directors and/or officers to enable Metropolitan Financial
Corp. to comply with the provisions of the Securities Act of 1933, the
Securities Exchange Act of 1934 and all requirements of the Commission and
NASDAQ and all other regulatory requirements and hereby approving and ratifying
all that said attorneys-in-fact, and each of them, may lawfully do, have done or
cause to be done by virtue hereof.
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<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
By: /s/ Robert M. Kaye Chairman of the Board, Chief Executive
---------------------------- and Director (Principal Executive
Robert M. Kaye Officer) June 20, 2000
By: /s/ Kenneth T. Koehler President, Assistant Secretary, Assistant
---------------------------- Treasurer and Director June 20, 2000
Kenneth T. Koehler
By: /s/ Malvin E. Bank Director June 20, 2000
----------------------------
Malvin E. Bank
By: /s/ Robert R. Broadbent Director June 20, 2000
----------------------------
Robert R. Broadbent
By: /s/ Marjorie M. Carlson Director June 20, 2000
----------------------------
Marjorie M. Carlson
By: /s/ Lois K. Goodman Director June 20, 2000
----------------------------
Lois K. Goodman
By: /s/ Marguerite B. Humphrey Director June 20, 2000
----------------------------
Marguerite B. Humphrey
By: /s/ James A. Karman Director June 20, 2000
----------------------------
James A. Karman
By: /s/ Ralph D. Ketchum Director June 20, 2000
----------------------------
Ralph D. Ketchum
By: /s/ Alfonse M. Mattia Director June 20, 2000
----------------------------
Alfonse M. Mattia
By: /s/ David P. Miller Director June 20, 2000
----------------------------
David P. Miller
By: /s/ Donald F. Smith Executive Vice President, June 20, 2000
---------------------------- Principal Financial Officer and
Donald F. Smith Principal Accounting Officer
</TABLE>
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