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                                                                    Exhibit 10.5


                        FIRST AMENDMENT TO LOAN AGREEMENT


                     THIS FIRST AMENDMENT TO LOAN AGREEMENT
    ("Amendment"), entered this 20th day of September, 2002, by and between
         Metropolitan Financial Corp., ("Borrower"), Sky Bank ("Bank")
                       and Robert M. Kaye ("Guarantor").

                                   WITNESSETH:

         WHEREAS, Bank and Borrower entered into a Loan Agreement, dated as of
September 12, 2002 ("Loan Agreement"), which was guaranteed by Guarantor as set
forth in that certain Guaranty dated that same date; and,

         WHEREAS, subsequent to the execution of the Loan Agreement, Borrower
discovered that an error occurred with respect to the program Borrower utilizes
to value its mortgage servicing rights, which resulted in the use of incorrect
prepayment speed assumptions (the "Error"). This Error resulted in an estimated
value of Borrower's mortgage servicing rights of $13.0 million to $15.0 million
for the period ended August 31, 2002, not the $23 million indicated in our
internal financial reports as of that date, and also likely affects earlier
periods as well. The estimate of value, and the prior periods to which it
applies, will be refined upon the completion of a detailed analysis and third
party evaluation of Borrower's mortgage servicing rights; and,

         WHEREAS, the parties desire to amend that certain Loan Agreement as is
set forth herein;

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
is hereby acknowledged by each party to the other, the parties agree that the
Loan Agreement is amended through the Maturity Date as follows:

         1.       Section 6.02(F) of the Loan Agreement is hereby amended by
                  deleting the ratio of "7.0%" that appears in the first
                  sentence of that section and replacing it with the ratio of
                  "6.0%".

         2.       Bank hereby waives any Event of Default that directly arises
                  from the Error together with any direct or indirect effect
                  that the Error has or could have under the July 8, 2002
                  Supervisory Directive and the Supervisory Agreements relating
                  to an Event of Default arising from the Error.

         3.       Except as expressly provided herein, the Loan Agreement shall
                  remain in full force and effect in accordance with terms.

         These amendments to the Loan Agreement set forth herein shall be deemed
effective as of the date of the Loan Agreement. All defined terms used in this
Amendment that are not otherwise defined herein shall have the same definitions
as ascribed thereto in the Loan Agreement. The preamble is a part of this
Amendment.


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         In all other respects, the parties hereto hereby ratify and affirm the
terms and conditions of the Loan Agreement, as amended by this Amendment. This
Agreement may be executed via original or facsimile signatures.

         IN WITNESS WHEREOF, the parties have set their hands hereto as of the
date first above written.

                                      METROPOLITAN FINANCIAL CORP.



                                      /s/ Marcus O. Faust
                                      -----------------------------------
                                      By :  Marcus O. Faust
                                      Its:  Executive Vice President and Chief
                                      Financial Officer


                                      SKY BANK


                                      /s/ JAYSON M. ZATTA
                                      ------------------------------------------
                                      By:  Jayson M. Zatta
                                           -------------------------------------
                                      Its:  Executive Vice President
                                            ------------------------------------




                                      /s/ Robert M. Kaye
                                      ------------------------------------------
                                      Robert M. Kaye, an individual