Exhibit 3.3


                            CERTIFICATE OF AMENDMENT
                             BY SHAREHOLDERS TO THE
                              AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION OF

                          METROPOLITAN FINANCIAL CORP.

                               Charter No. 419682


         I, David G. Slezak, Assistant Secretary of Metropolitan Financial
Corp., an Ohio corporation organized for profit (the "Corporation"), do hereby
certify that, at a special meeting of shareholders, duly called and held on
September 25, 2001, at which meeting a quorum of shareholders was present in
person or by proxy, that by the affirmative vote of the holders of shares
entitling them to exercise 96.64% of the voting power of the Corporation, the
following resolution to amend the Amended and Restated Articles of Incorporation
of the Corporation was duly adopted:

         RESOLVED, that the Corporation is authorized to increase the number of
         authorized shares of common stock, without par value, from 10,000,000
         shares to 30,000,000 shares and that the first paragraph of Article IV
         of the Corporation's Amended and Restated Articles of Incorporation be
         amended to read as follows and the second paragraph of Article IV be
         deleted in its entirety:

                 The authorized number of shares of the Corporation is
                 40,000,000, of which 5,000,000 shall be shares of Class A
                 Serial Preferred Stock, without par value, as described in Part
                 A of this Article IV (hereinafter called "Class A Preferred
                 Stock"), 5,000,000 shall be shares of Class B Serial Preferred
                 Stock, without par value, as described in Part B of this
                 Article IV (hereinafter called "Class B Preferred Stock"), and
                 30,000,000 shall be shares of Common Stock, without par value,
                 as described in Part C of this Article IV (hereinafter called
                 "Common Shares").

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the
Corporation, has hereto subscribed his name as of this 26th day of September,
2001.


                                            METROPOLITAN FINANCIAL CORP.




                                            By:  /s/ David G. Slezak
                                                 ---------------------
                                                     David G. Slezak
                                                     Assistant Secretary