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                                                                      Exhibit 10


                 COMMERCIAL REAL ESTATE MANAGER'S BONUS PROGRAM
                 ----------------------------------------------

                  Commencing in January, 1997, the Manager of the Commercial
Real Estate Lending Department will be eligible for bonuses on Commercial Real
Estate Loans that he procured in the prior twelve month period (January 1, 1996
through December 31, 1996).

                  Defined below and on Exhibit A is this new program, which will
be reviewed by Management at least every six months.

Details of Program
------------------

1)       Bonuses will be calculated for every six-month period and the Manager
         must "earn back" his salary for that time period in bonus dollars
         before the bonus begins to accumulate.

2)       The bonus for each six-month time period will be paid to the Manager
         (included in regular paycheck) over a two-year period calculated at 20
         percent (20%) every six months beginning in the month after the period
         ends.

         Example:

         From July 1, 1996 to December 31, 1996, bonus earned was $5,000
         Payment times:     1/97       7/97       1/98       7/98       1/99
         Percent/Amount: 20%/$1,000 20%/$1,000 20%/$1,000 20%/$1,000 20%/$1,000

3)       Half of the remaining bonus payments will be forfeited by the Manager
         if the Manager leaves Metropolitan Savings Bank on HIS OWN BEHALF or is
         terminated for cause. Cause is defined as dishonest or gross misconduct
         but does not apply to bank restructures, change of ownership, layoffs
         or change of company emphasis.

4)       The Manager will be permitted a one percent (1%) delinquency rate for
         loans sixty (60) days or greater past due that he has originated or
         purchased since the inception of this program (his portfolio) as
         calculated by Management.

         Once the Manager's portfolio has a one percent (1%) delinquency rate,
         the bonus payments will be stopped for any additional loan that goes
         over sixty (60) days past due. If the Manager has a one percent (1%)
         delinquency rate, and if any loan goes ninety (90) days past due or
         greater, the Manager will be required to repay to Metropolitan Savings
         Bank the entire bonus that has been paid to the Manager. The Manager
         can repay this amount out of future bonus monies to be paid to him.
         However, this amount must be repaid, should the Manager leave the
         employ of Metropolitan Savings Bank for any reason.

5)       The Manager will be allowed a maximum of three hundred dollars ($300)
         per month for entertainment expenses, subject to proper documentation
         of legitimate expenses and approval by the President. Amounts over
         three hundred dollars ($300) per month will be approved at Management's
         discretion.

6)       Annual salary increases will still be in effect, however, more emphasis
         will be placed on team projects and non-origination items.


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                            Metropolitan Savings Bank
                            -------------------------

                         Michael Di Asio's Bonus Program
                         -------------------------------
                  Regarding First Commercial Corporation (FCC)
                  --------------------------------------------

                               September 11, 1996
                               ------------------

-        A bonus factor of .100 shall be multiplied by the fees produced for the
         purposes of "warehousing" loans to be sold by FCC. This number shall be
         labeled "Gross Bonus Dollars."

-        In January and July of each year, commencing in June, 1996, the Gross
         Bonus Dollars shall be calculated for the previous six-month period and
         subtracted from this number shall be Michael Di Asio's salary for the
         same time period. This number shall be labeled "Net Bonus Dollars."

-        One-half of the Net Bonus Dollars shall be paid in the January or July,
         following the six-month period in which the fees were generated.

-        The other half of the Net Bonus Dollars shall be paid in the January or
         July, following the six-month period in which the loans which produced
         the fees were sold. Consequently, these calculations must be made on a
         loan-by-loan basis to allow for itemized payments.

-        If a loan is not sold within the initial option period (before any
         purchase price increase) then that loan's commensurate Net Bonus
         Dollars regarding the second payment shall be reduced by fifty percent
         (50%).

-        Once this portfolio has a three percent (3%) delinquency rate, the
         bonus payments will be stopped for any additional loan that goes over
         sixty (60) days past due. If this portfolio has over a three percent
         (3%) delinquency rate, and if any loan goes ninety (90) days past due
         or greater, Michael Di Asio will be required to repay to Metropolitan
         Savings Bank the entire bonus applicable to that loan that had been
         paid to Michael Di Asio, and any future payment shall be stopped.
         However, Michael Di Asio can repay this amount out of future bonus
         monies to be paid to him, although, this amount must be repaid, should
         Michael Di Asio leave the employ of Metropolitan Savings Bank for any
         reason.

                                                   Approved:

                                                   /s/ David G. Lodge
                                                   -----------------------------
                                                   David G. Lodge


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                                    EXHIBIT A
                 COMMERCIAL REAL ESTATE MANAGER'S BONUS PROGRAM

<TABLE>
<CAPTION>
                                                     APARTMENT LOANS
                                                     ---------------


Loan term over 7 years                               Loan term under 7 years         Referred by Management

<S>               <C>                                      <C>                            <C>
Originations:     .0015                                    .001                           .00025
Purchased:        .0009                                    .0006                          .00025



                                                     COMMERCIAL LOANS
                                                     ----------------

Loan term over 7 years                               Loan term under 7 years         Referred by Management

Originations:              .00075                          .0005                          .00025
Purchased:                 .00085                          .000375                        .00025
</TABLE>











/s/ David G. Lodge
--------------------------
   David G. Lodge