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                                                                    Exhibit 10.1

                   SIXTH AMENDMENT TO RESTATED LOAN AGREEMENT
                   ------------------------------------------

         THIS SIXTH AMENDMENT TO RESTATED LOAN AGREEMENT ("Amendment"), is
entered into as of the 31st day of May, 2001, by and between METROPOLITAN
FINANCIAL CORP., an Ohio Corporation (the "Borrower"), ROBERT M. KAYE (the
"Guarantor") and THE HUNTINGTON NATIONAL BANK (the "Bank").

                                   WITNESSETH
                                   ----------

         WHEREAS, the Borrower and the Bank entered into a Restated Loan
Agreement on October 16, 1996 which was effective as of February 22, 1995, and
which restated the Loan Agreement dated February 22, 1995 between the parties
hereto (such Loan Agreement, as amended by the amendments thereto and as
restated by such Restated Loan Agreement, as amended by the First Amendment
thereto dated March 31, 1998, the Second Amendment thereto dated December 18,
1998, the Third Amendment thereto dated May 28, 1999, the Fourth Amendment
thereto dated as of May 31, 2000, and the Fifth Amendment thereto dated July 28,
2000, is referred to herein as the "Loan Agreement"); and

         WHEREAS, at the request of the Borrower, the Bank has agreed to modify
certain provisions of the Loan Agreement, including an extension of the maturity
date; and

         WHEREAS, the Borrower and the Bank have agreed to further amend the
Loan Agreement as set forth herein and to enter into this Amendment to
effectuate such agreement. Terms defined in the Loan Agreement shall, unless
otherwise defined herein, have the meaning ascribed therein. All references to
"Paragraphs" or "Sections" herein are references to paragraphs and sections of
the Loan Agreement. and

         NOW, THEREFORE, for valuable consideration, the sufficiency of which is
hereby acknowledged by the parties, the parties do hereby amend the Loan
Agreement and agree as follows:

         1.       The references to the Exhibit in the definition of "Note" and
                  in Section 2.04 are changed from "A-3" to"A-4 ", a copy of
                  which is attached hereto.

         2.       The two references to Twelve Million Dollars ($12,000,000.00)
                  in Section 2.02(A) are hereby changed to Six Million Dollars
                  ($6,000,000.00).

         3.       Bank acknowledges that it holds 4,585,397 shares of stock of
                  Borrower as of the date of the execution of this Amendment.

         4.       Borrower and Guarantor acknowledge that the revolving feature
                  of the Note, as established in the original Loan Agreement, is
                  terminated with respect to Borrower's ability to draw
                  additional funds on the Note prior to maturity.

         5.       Borrower and Guarantor agree that a principal payment in the
                  amount of $1,000,000.00 shall be paid on the Note, on or
                  before December 31, 2001. Failure to make such principal
                  payment by such date shall constitute an Event of Default.

         6.       Guarantor has represented to Bank that he intends to purchase
                  additional shares of stock of the Borrower at a certain rights
                  offering which will be completed during the fourth quarter of
                  2001 (the "Rights Offering"). Guarantor agrees that any shares
                  purchased by him, either directly or beneficially, shall be
                  delivered to Bank as additional collateral to secure the Loan,
                  immediately

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                  upon Guarantor's receipt of such certificates. Guarantor
                  agrees that, in any and all events, following the Rights
                  Offering, the shares of the Borrower pledged to Bank will not
                  be less than 50% of all issued and outstanding shares of the
                  Borrower.

         7.       Section 2.02(B) is hereby deleted in its entirety. Any
                  references in the Loan Documents to letters of credit to be
                  issued by the Bank are hereby deleted, and the Borrower agrees
                  that the Bank shall have no obligation to issue any letters of
                  credit pertaining to the Borrower or the Borrower's customers.

         8.       Sections 2.05(A)(1), 2.05(A)(2) and 2.05(A)(3) are hereby
                  deleted in their entirety and the following is substituted in
                  lieu thereof:

                  "(1) Interest on the principal balance of the Loan, from time
                  to time outstanding, will be payable monthly with the first
                  payment due on August 30, 2001, at the Prime Rate in effect
                  from time to time. After maturity (whether maturity is brought
                  about by acceleration in the Event of Default or otherwise),
                  the interest rate shall be two hundred (200) basis points in
                  excess of the higher of-. (i) the interest rate in effect at
                  the time of such maturity or acceleration, as the case may be;
                  or (ii) the Prime Rate in effect from time to time.

                  (2) On December 31, 2002 (the "Maturity Date"), any and all
                  principal, interest, and other Obligations of the Borrower
                  remaining unpaid shall be paid in full by the Borrower. The
                  Borrower acknowledges and agrees that the Bank will not renew
                  and/or extend the Maturity Date beyond December 31, 2002."

                  Any references to such maturity date in any other Amendments
                  to the Loan Agreement are hereby correspondingly referenced to
                  Section 2.05(A)(2).

         10.      Any references in the Loan Documents to LIBOR borrowings are
                  hereby deleted in their entirety.

         11.      Section 2.05(A)(4) is hereby amended to be renumbered as new
                  Section 2.05(A)(3). Any references in the Loan Documents to
                  Section 2.05(A)(4) shall be amended to read "Section
                  2.05(A)(3)."

         12.      Notwithstanding any language to the contrary as referenced in
                  Section 2.10, the Borrower shall pay in full, or reimburse the
                  Bank promptly upon demand for all costs and expenses,
                  including without limitation reasonable attorneys' fees and
                  expenses (including the fees of the Bank's counsel, Porter
                  Wright Morris & Arthur LLP), expended or incurred by the Bank
                  in any arbitration, judicial reference, legal action or
                  otherwise in connection with (a) the negotiation and
                  preparation or the amendment or enforcement of this Amendment
                  and the Loan Documents, including without limitation, during
                  any workout, attempted workout, and/or in connection with the
                  rendering of legal advice as to the Bank's rights, remedies
                  and obligations under this Amendment and any of the Loan
                  Documents, whether or not any form of legal proceeding has
                  commenced, (b) collecting any sum which becomes due the Bank
                  under this Amendment or any of the Loan Documents, (c) any
                  proceeding for declaratory relief, any counterclaim to any
                  proceeding, or any appeal, (d) the protection, preservation or
                  enforcement of any rights or remedies of the Bank or any of
                  the Collateral whether or not any form of legal proceedings is
                  commenced, or (e) any action necessary to defend, protect,
                  assert, or preserve any of the Bank's rights or remedies as a
                  result of or related to any case or proceeding under Chapter
                  11 of the

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                  United States Code, as amended, or any similar law of any
                  jurisdiction. All of such costs and expenses shall bear
                  interest from the time of demand at the highest rate then in
                  effect under the Loan Documents or this Amendment.

         13.      The parties acknowledge that there have been violations of the
                  covenant relating to return on assets ("ROA") of Metropolitan
                  Bank and Trust provided for in Section 6.01(H) of the Loan
                  Agreement, and the Bank waives any such violations and the
                  parties shall reset such covenant on terms satisfactory to
                  Bank on or before August 31, 2001.

         14.      The Borrower and Guarantor, hereby release, remise, acquit and
                  forever discharge the Bank and the Bank's employees, agents,
                  representatives, consultants, attorneys, fiduciaries,
                  servants, officers, directors, partners, predecessors,
                  successors and assigns, subsidiary corporations, parent
                  corporations, and related corporate divisions (all of the
                  foregoing hereinafter called the "Released Parties"), from any
                  and all actions and causes of action, judgments, executions,
                  suits, debts, claims, demands, liabilities, obligations,
                  damages and expenses of any and every character, known or
                  unknown, direct and/or indirect, at law or in equity, of
                  whatsoever kind or nature, whether heretofore or hereafter
                  arising, for or because of any matter or things done, omitted
                  or suffered to be done by any of the Released Parties prior to
                  and including the date of execution hereof, and in any way
                  directly or indirectly arising out of or in any way connected
                  to this Amendment or any of the Loan Documents, including but
                  not limited to, claims relating to lender liability and claims
                  relating to any settlement negotiations (all of the foregoing
                  hereinafter called the "Released Matters"). The Borrower and
                  Guarantor acknowledge that the agreements in this paragraph
                  are intended to be in full satisfaction of all or any alleged
                  injuries or damages arising in connection with the Released
                  Matters. The Borrower and Guarantor represent and warrant to
                  Bank that they have not purported to transfer, assign or
                  otherwise convey any right, title or interest of the Borrower
                  or Guarantor in any Released Matter to any other Person and
                  that the foregoing constitutes a full and complete release of
                  all Released Matters.

         15.      Except as expressly provided herein, the Loan Documents shall
                  remain in full force and effect in accordance with their
                  respective terms, and this Amendment shall not be construed to
                  (a) impair the validity, perfection or priority of any lien or
                  security interest securing the Indebtedness; (b) waive or
                  impair any rights, powers or remedies of the Bank under the
                  Loan Documents upon the Maturity Date, with respect to any
                  Events of Default or otherwise; (c) constitute an agreement by
                  the Bank or require the Bank to extend the Maturity Date, or
                  grant additional extension periods, or extend the term of the
                  Loan Agreement or the time for payment of any of the
                  Indebtedness; or (d) make any loans or other extensions of
                  credit to the Borrower after the Maturity Date. The Borrower
                  acknowledges and agrees that, notwithstanding the foregoing
                  and except as modified by this Amendment, (e) the Bank
                  reserves the right to enforce each and every term of this
                  Amendment, the Loan Agreement and the other of the Loan
                  Documents; (f) the Bank's actions in entering into this
                  Amendment shall not be construed as a waiver or relinquishment
                  of, or estoppel to assert, any of the Bank's rights under the
                  Loan Documents or applicable law; and (g) the Bank's actions
                  in entering into this Amendment are without prejudice to the
                  Bank's right to pursue any and all remedies available to it on
                  or after the Maturity Date or immediately upon the occurrence
                  of any Event of Default.

                  In the event of any inconsistency between the terms of this
                  Amendment and any of the Loan Documents, this Amendment shall
                  govern. The Borrower and Guarantor acknowledge that they have
                  consulted with counsel and with such other experts and
                  advisors as they deem it necessary in connection with the
                  negotiation, execution and delivery of this Amendment. This
                  Amendment

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                  shall be construed without regard to any presumption or rule
                  requiring that it be construed against the party causing this
                  Amendment or any part hereof to be drafted.

         16.      Guarantor acknowledges that he executed and delivered to the
                  Bank a certain Guaranty of Borrower's Obligations to the Bank
                  on various dates, including but not limited to that certain
                  Guaranty dated July 28, 2000 (collectively, the "Guaranty"),
                  and hereby affirms, ratifies and restates his obligations to
                  the Bank under the Guaranty. The Obligations shall include the
                  Obligations as defined in the Guaranty and as modified
                  pursuant to the Loan Agreement. Guarantor further acknowledges
                  that he executed and delivered to the Bank a certain Pledge
                  and Collateral Assignment Agreement on various dates,
                  including but not limited to that certain Pledge and
                  Collateral Assignment Agreement dated December 18, 1998
                  (collectively, the "Pledge Agreement"), and hereby affirms,
                  ratifies and restates his pledge of shares of stock under the
                  Pledge Agreement, including but not limited to those shares of
                  stock evidenced by certificates previously delivered and now
                  in the Bank's possession. Guarantor agrees to execute new
                  Pledge and Collateral Assignment Agreements as may be
                  requested by bank to facilitate Guarantor's pledge of
                  additional shares of Borrower to Bank. Guarantor consents to
                  the modifications to the Loan Agreement as set forth herein.

         17.      JURY WAIVER. THE UNDERSIGNED AND THE BANK (BY ITS ACCEPTANCE
                  HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
                  UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
                  RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR
                  OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND THE BANK
                  ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, ANY
                  OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN THE BANK
                  AND THE UNDERSIGNED. THIS PROVISION IS A MATERIAL INDUCEMENT
                  TO THE BANK TO PROVIDE THE FINANCING AND AMENDMENT DESCRIBED
                  HEREIN OR IN THE OTHER LOAN DOCUMENTS.

         Except as otherwise provided, all amendments to the Loan Agreement set
forth herein shall be deemed effective from and after the date of this
Amendment. All references in the Loan Agreement to this "Agreement", "hereof',
"herein", "hereunder" or "hereby" shall, from and after the date of this
Amendment, be deemed references to the Loan Agreement as amended by this
Amendment.

         In all other respects, the parties hereto hereby ratify and affirm the
terms and conditions of the Loan Agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.

                                              METROPOLITAN FINANCIAL CORP.

  /s/ Robert M. Kaye                          By: /s/ Kenneth T. Koehler
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  Robert M. Kaye                                  Kenneth T. Koehler, President

THE HUNTINGTON NATIONAL BANK

By:   /s/ John R. Macks
  --------------------------------------------
      John R. Macks, Assistant Vice President