1
Exhibit 10.1

AMENDMENT
TO INCENTIVE PAY PLAN

The Incentive Pay Plan, dated December 18, 1997, for the areas of Metropolitan
Bank and Trust Company (the "Bank") supervised by Patrick W. Bevack (i.e.,
Residential Lending, Construction Lending, Mortgage Servicing, and Commercial
Real Estate Loan Servicing), is hereby amended by deleting paragraph D in
therein in its entirety, and replacing it with the following:

"D. (1) INITIAL PERIODS/PLAN YEARS. The Incentive Pay Plan, which is a new
plan for the Bank, shall have two initial periods. The purpose of the initial
periods shall be to review performance of the areas of the Bank supervised by
Mr. Bevack under the Incentive Pay Plan, with the goal being the implementation
of additional performance goals for the Incentive Pay Plan. The first initial
period shall consist of the last quarter of 1997. The second initial period
shall consist of the first two quarters of 1998.

Shared profit earned during each of the two initial periods shall
be earned on the last day of each respective initial period, and shall not be
subject to forfeiture. Periods after the initial periods shall consist of four
quarters, each commencing on July 1st and ending on June 30th of the following
calendar year ("Plan Years"). While the Bank may provisionally pay amounts of
shared profits calculated with reference to quarterly results during each Plan
Year, such amounts provisionally paid shall be subject to forfeiture for the
failure to continue to meet certain quarterly performance goals and, as such,
shall not be earned until the last day of each Plan Year. Amounts previously
provisionally paid that are subsequently forfeited shall be repaid to the Bank
by plan participants and may be withheld by the Bank from payments otherwise due
under other or future incentive plans.

(2) MINIMUM TARGETS/EXPECTED TARGETS. The President of the Bank, after
consulting with Mr. Bevack, shall set the following goals for each quarter
during Plan Years:
- MINIMUM TARGET. The "Minimum Target" for each quarter during each Plan
Year shall be the minimally acceptable amount of CONTRIBUTION TO OVERHEAD
expected to be earned by all areas supervised by Mr. Bevack. A Minimum
Target shall be set for each quarter during each Plan Year. A failure to
meet the Minimum Target for any quarter during the Plan Year shall result
in the

forfeiture of all amounts of shared profits previously provisionally paid,
if any, during that Plan Year
- EXPECTED TARGET. The "Expected Target" for each quarter during each Plan
Year shall be that amount of CONTRIBUTION TO OVERHEAD expected to be
earned by all areas supervised by Mr. Bevack. An Expected Target shall be
set for each quarter during each Plan Year. Performance of the areas
supervised by Mr. Bevack that exceeds the Minimum Target but fails to
reach the Expected Target shall result in no further payments of shared
profits for subsequent quarters during that Plan Year, but shall not
result in a forfeiture of shared profits previously provisionally paid
during that Plan Year.
- PERFORMANCE AT OR ABOVE THE EXPECTED TARGET. CONTRIBUTION TO OVERHEAD
earned equal to or in excess of the Expected Target during each quarter of
each Plan Year entitles the plan participants to continue to receive
provisional payments of shared profits for the subsequent quarter of the
Plan Year.

(3) PLAN YEAR TARGETS. Minimum Targets and Expected Targets for each
quarter during Plan Years, as set by the President of the Bank after
consultation with Mr. Bevack, shall reflected on a Schedule to be attached each
year to this Incentive Pay Plan.

(4) PLAN TERMINABLE BY THE BANK. The Bank may terminate, modify or suspend
the Incentive Pay Plan at any time after the initial periods, with such action
being effective as of the beginning of the quarter during which Mr. Bevack is
notified, either orally or in writing, of such termination, suspension or
modification ("Notice"). No amounts of shared profits shall be earned for any
quarter, or beyond, in which notification of termination or suspension of the
Incentive Pay Plan is given to Mr. Bevack. Amounts of shared profits relating to
quarters ending prior to the quarter in which notification of a termination or
suspension of the Incentive Pay Plan is given that have not otherwise been
forfeited (or subject to forfeiture) shall be earned at the end of the quarter
during which the Notice is given.

(5) LOSS OF EMPLOYMENT. Should Mr. Bevack's employment be terminated for
any reason other than cause, he will be entitled to a lump sum payment equal to
the shared profit for the immediately preceding quarter, provided that the
Minimum Target for such quarter and prior quarters in the Plan Year have been
met. Cause is defined as gross misconduct and does not apply to Bank
restructures, change of ownership, layoffs or changes of company emphasis."

THIS AMENDMENT is entered into as of the 1st day of October 1998.

METROPOLITAN BANK AND TRUST COMPANY

By: __________________________________________
David G. Lodge
President

__________________________________________
Patrick W. Bevack

SCHEDULE TO INCENTIVE PAY PLAN
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1999 Plan Year
(July 1, 1998 to June 30, 1999)

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Plan Year Quarter Ending Minimum Target for CONTRIBUTION Expected Target for CONTRIBUTION
TO OVERHEAD for areas supervised TO OVERHEAD for areas supervised
by Mr. Bevack by Mr. Bevack
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September 30, 1998 $ 250,000 $ 500,000
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December 31, 1998 $ 250,000 $ 500,000
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March 31, 1999 $1,000,000 $2,000,000
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June 30, 1999 $1,000,000 $2,000,000
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