Metropolitan Capital Trust I Sample Contracts

Metropolitan Capital Trust I – UNDERWRITING AGREEMENT (April 27th, 1998)

1 Exhibit 1 DRAFT METROPOLITAN CAPITAL TRUST I (a Delaware business trust) 2,500,000 Preferred Securities _____% Cumulative Trust Preferred Securities (Liquidation Amount $10 per Preferred Security) UNDERWRITING AGREEMENT ---------------------- __________, 1998 Ryan, Beck & Co., Inc. 220 South Orange Avenue Livingston, New Jersey 07039 Ladies and Gentlemen: Metropolitan Capital Trust I (the "Trust"), a statutory business trust organized under the Business Trust Act of the State of Delaware (the "Delaware Act"), and Metropolitan Financial Corp., an Ohio corporation (the "Corporation"), as depositor of the Trust

Metropolitan Capital Trust I – PREFERRED SECURITIES GUARANTEE AGREEMENT (April 8th, 1998)

1 Exhibit 4.6 PREFERRED SECURITIES GUARANTEE AGREEMENT BY AND BETWEEN METROPOLITAN FINANCIAL CORP. AND WILMINGTON TRUST COMPANY _____________, 1998 2 TABLE OF CONTENTS Page No. ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretation ARTICLE II TRUST INDENTURE ACT Section 2.1 Trust Indenture Act; Application Section 2.2 Lists of Holders of Securities Section 2.3 Reports by the Preferred Guarantee Truste

Metropolitan Capital Trust I – AMENDED AND RESTATED TRUST AGREEMENT (April 8th, 1998)

1 Exhibit 4.4 AMENDED AND RESTATED TRUST AGREEMENT AMONG METROPOLITAN FINANCIAL CORP., AS DEPOSITOR WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN DATED AS OF __________, 1998 METROPOLITAN CAPITAL TRUST I 2 TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINED T

Metropolitan Capital Trust I – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 (April 8th, 1998)

1 Exhibit 25.2 Registration No. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.) Rodney Square

Metropolitan Capital Trust I – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 (April 8th, 1998)

1 Exhibit 25.3 Registration No. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.)

Metropolitan Capital Trust I – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 (April 8th, 1998)

1 Exhibit 25.1 Registration No. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.)

Metropolitan Capital Trust I – POWER OF ATTORNEY (April 8th, 1998)

1 Exhibit 24 POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by the following persons in the capacities and on the dates indicated. Each of the directors and/or officers of Metropolitan Financial Corp. whose signature appears below hereby appoints Judy Z. Adam, David G. Lodge and Robert M. Kaye, 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 Metropolitan Financial Corp.'s Registration Statement on Form S-1 and any and all amendments to the Registration Statement, making such changes in the Registration Statement as appropriate, and generally to do all such things in their behalf in their capacities as directors and/or officers to enable Metropolitan Financial