FIRST BANK SYSTEM AND METROPOLITAN FINANCIAL
                    SIGN PURCHASE AGREEMENT

MINNEAPOLIS, July 21, 1994--First Bank System, Inc. (NYSE: FBS) today
announced that it had signed a definitive purchase agreement to acquire
Minneapolis-based Metropolitan Financial Corporation (NYSE: MFC).  The
companies previously announced on July 1 that they had signed a letter
of intent.  The acquisition is subject to shareholder and regulatory
approvals.  The transaction is expected to close in the first quarter
of 1995.

     FBS will exchange .6803 shares of First Bank System common stock
for each common share of Metropolitan resulting in a per share price
of $24.66 based upon FBS closing stock price of $36.25 on July 20,
1994.  The exchange ratio is subject to change based upon changes in
FBS stock price under certain circumstances.  The aggregate purchase
price is approximately $800 million.  In its July 1 announcement, FBS
said that upon completion of the due diligence process, it would
establish a definitive exchange ratio that would be between .6803 and
.7347 shares of FBS common stock for each common share of Metropolitan.

     The exchange ratio would be adjusted if the average of the closing
prices of FBS common stock is less than $33.00 for the 20 trading days
ending three business days prior to the last date of both companies'
meetings of shareholders.  In that event, the exchange ratio would be
multiplied by the quotient of $33.00 divided by the average price.  In
addition, if the average



price is greater than $40.50, the exchange ratio would be adjusted by
multiplying the ratio by the quotient of $40.50 divided by the average
price.  Either company can terminate the agreement if the average price
of FBS common stock is less than $29.50.  In addition, Metropolitan will
issue to FBS a warrant granting FBS the option to purchase up to 19.9%
of the outstanding shares of Metropolitan common stock under certain
circumstances.

     John F. Grundhofer, chairman, president and chief executive officer
of First Bank System said, "FBS has become a high performing company over
the past five years by taking actions that make strategic and financial
sense.  This acquisition delivers positive returns to shareholders as
well as a broader line of products and services to Metropolitan
customers."  The acquisition adds the states of Nebraska, Iowa, Kansas,
and Wyoming to First Bank System's service area and expands its existing
presence in Minnesota, North Dakota, South Dakota and Wisconsin.  The
company expects the acquisition to be accretive to earnings by 
approximately 10 cents per share in the first year of operation.

     Norman M. Jones, chairman and chief executive officer of Metropolitan
Financial Corporation, will become a member of the FBS Board of Directors
and will serve as chairman of Metropolitan Federal Bank fsb, which will
be renamed First Bank fsb.  First Bank fsb will operate under a thrift
charter in selected locations.  "This acquisition is in keeping with our
tradition of providing strong shareholder returns," said Jones.  "It will
result in more than a 30 percent annualized total rate of return to
shareholders who purchased shares when Metropolitan became a public
company in 1983.  Additionally our customers will now have access to a
wider variety of products and services.  I am also pleased to join the
First Bank board of directors to be the chairman of their thrift
subsidiary and to continue my involvement in the financial services
industry."

     Metropolitan Financial said that it expects to take an estimated
one time, after tax restructuring charge of $45 million prior to the close
as a result of the acquisition



     First Bank System is a regional bank holding company headquarterd in
Minneapolis with assets of $25.9 billion.  The company provides complete
financial services to individuals and institutions through nine banks and
other financial services companies with 220 offices primarily in 
Minnesota, Colorado, Illinois, Montana, North Dakota, South Dakota, and
Wisconsin.

     Metropolitan Financial Corporation is a regional financial services
holding company headquartered in Minneapolis with $8.0 billion in assets
and $5.6 billion in deposits at June 30, 1994.  Metropolitan Federal Bank,
fsb, the company's full service consumer savings bank, operates more than
211 offices primarily in North Dakota, Minnesota, Iowa, Nebraska, Kansas,
Wyoming, South Dakota, and Wisconsin.  MFC provides real estate brokerage
services in Minnesota and Wisconsin through its Edina Realty, Inc.
subsidiary with 59 locations.  The company's Equity Title Services
subsidiary offers title closing services with eight offices in 
Minnesota and Wisconsin.