1 EXHIBIT 24 POWER OF ATTORNEY WHEREAS, Metropolitan Financial Corp. (the "Corporation") proposes to file with the Securities and Exchange Commission ("SEC") and The Nasdaq Stock Market, Inc. ("NASDAQ") a Registration Statement on Form S-1 and other related documents, statements and filings, for the purposes of registering under the Securities Act of 1933 up to approximately $40,250,000 of cumulative trust preferred securities to be issued by a wholly-owned statutory business trust of the Corporation, an equal amount of junior subordinated debentures to be issued by the Corporation, and up to approximately $8,050,000 in common stock of the Corporation ("Registration Statement"); and, WHEREAS, the Corporation intends to file an annual report on Form 10-K for the year ended December 31, 1998 (the "10-K") and a Notice of Annual Shareholders Meeting and Proxy Statement for the Corporation's 1999 Annual Shareholders Meeting (the "Proxy"), and other documents, statements and filings related thereto, with the SEC and NASDAQ on or before March 31, 1999; and, WHEREAS, each of the directors and/or officers of the Corporation desire to appoint attorneys-in-fact to implement the filing of the Registration Statement, the 10-K and the Proxy and take all such further and other action relating thereto as is set forth herein, NOW, THEREFORE, each of the directors and/or officers of Metropolitan Financial Corp. whose signature appears below hereby appoints and grants full authority to Robert M. Kaye, David G. Lodge, Judith Z. Adam and David G. Slezak, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below and to file with the SEC and NASDAQ the Registration Statement, the 10-K and the Proxy, any and all amendments to the Registration Statement, the 10-K and the Proxy making such changes in the Registration Statement, the 10-K and the Proxy, as appropriate, and generally to do all such things in their behalf in their capacities as directors and/or officers to enable Metropolitan Financial Corp. to comply with the provisions of the Securities Act of 1933, and all requirements of the SEC and NASDAQ and hereby approving and ratifying all that said attorneys-in-fact, and each of them, may lawfully do, have done or cause to be done by virtue hereof. (The remainder of this page is intentionally left blank) 2 Name Title Date ---- ----- ---- By: /s/ Robert M. Kaye Chairman of the Board, Chief Executive ----------------------------- and Director (Principal Executive Robert M. Kaye Officer) January 19, 1999 By: /s/ David G. Lodge President, Assistant Secretary, Assistant ----------------------------- Treasurer and Director (Principal David G. Lodge Financial and Accounting Officer) January 19, 1999 By: /s/ Malvin E. Bank Director January 19, 1999 ----------------------------- Malvin E. Bank By: /s/ Robert R. Broadbent Director January 19, 1999 ----------------------------- Robert R. Broadbent By: /s/ Marjorie M. Carlson Director January 19, 1999 ----------------------------- Marjorie M. Carlson By: /s/ Lois K. Goodman Director January 19, 1999 ----------------------------- Lois K. Goodman By: /s/ Marguerite B. Humphrey Director January 19, 1999 ----------------------------- Marguerite B. Humphrey By: /s/ James A. Karman Director January 19, 1999 ----------------------------- James A. Karman By: /s/ Ralph D. Ketchum Director January 19, 1999 ----------------------------- Ralph D. Ketchum By: /s/ Alfonse M. Mattia Director January 19, 1999 ----------------------------- Alfonse M. Mattia By: /s/ David P. Miller Director January 19, 1999 ----------------------------- David P. Miller