Metropolitan Financial Corp Watch

from 10-K ~20 pages Executive Management Change in Control

from 10-K ~10 pages Executive Management Severance Pay Plan

from 10-K ~1 page Separation Agreement Dardis

from 10-K 1 page <page> Resolutions Adopted at the January 25, 1994 Board of Directors Meeting Upon Motion Made, Seconded, and Carried, With Charles D. Kalil Not Present and Participating, Resolved, That the Compensation for the Corporate Secretary Be Increased From $25,000 to $35,000

from 10-K 1 page May 29, 1990 John Michael Nilles Fargo, North Dakota This Letter Is to Express Our Understanding With You Concerning Your Employment by Metropolitan Financial Corporation. You Have Been Hired by Metropolitan Financial Corporation Effective May 22, 1990, With Employment Commencing Within the Next 120-Day Period. You Have Agreed to Serve as Executive Vice President and General Counsel. the Term of This Employment Is Until December 31, 1995. at the End of the Term, if Mutually Agreeable Between the Parties, Your Employment May Be Continued on the Same Basis as Other Senior Officers of Metropolitan, That Is, as an Employee at Will Subject to Termination by Either Party Without Any Cause on 30 Days Notice. During the Term of This Agreement, Your Employment Can Only Be Terminated for Cause, That Is, for a Breach by You of Metropolitan's Rules and Regulations or Dishonesty or Failure to Perform Your Duties at the Required Level of Industry and Competence. Your Compensation Shall Be $140,000 Per Year Plus Raises, if Any, Metropolitan May Grant. if This Letter Correctly States Our Agreement, Please Sign Both Copies, Keeping One for Your File and Returning One to US. Metropolitan Financial Corporation By:norman M. Jones John Michael Nilles Norman M. Jones John Michael Nilles Its: Chairman and CEO

from 10-K ~20 pages 1993 Stock Option and Incentive Plan

from 10-K ~10 pages Directors' Retirement Plan