AMENDED AND RESTATED SEVERANCE PAY PLAN

                                       OF

                         FAIRFIELD SAVINGS BANK, F.S.B.






                          ADOPTED ON SEPTEMBER 17, 1996

                         EFFECTIVE ON DECEMBER 19, 1996


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                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

                                    ARTICLE I

                                     PURPOSE

         SECTION 1         STATEMENT OF PURPOSE.............................  1

                                   ARTICLE II

                                   DEFINITIONS

         SECTION 2.1       BANK.............................................  1
         SECTION 2.2       BOARD............................................  1
         SECTION 2.3       CAUSE............................................  1
         SECTION 2.4       CHANGE OF CONTROL................................  2
         SECTION 2.5       EMPLOYEE.........................................  3
         SECTION 2.6       FDI ACT..........................................  3
         SECTION 2.7       INVOLUNTARY SEVERANCE............................  3
         SECTION 2.8       OTS..............................................  4
         SECTION 2.9       PLAN.............................................  4
         SECTION 2.10      PLAN ADMINISTRATOR...............................  4
         SECTION 2.11      PLAN YEAR........................................  4
         SECTION 2.12      SALARY...........................................  4
         SECTION 2.13      SERVICE..........................................  4


                                   ARTICLE III

                                    BENEFITS

         SECTION 3.1       SEVERANCE BENEFITS FOR EMPLOYEES.................  4
         SECTION 3.2       VESTING..........................................  6
         SECTION 3.3       INDEMNIFICATION..................................  6


                                   ARTICLE IV

                                 ADMINISTRATION

         SECTION 4.1       NAMED FIDUCIARIES................................  6

                                       (i)




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                                                                           Page
                                                                           ----

         SECTION 4.2       PLAN ADMINISTRATOR...............................  7
         SECTION 4.3       CLAIMS PROCEDURE.................................  8
         SECTION 4.4       CLAIMS REVIEW PROCEDURE..........................  8
         SECTION 4.5       ALLOCATION OF FIDUCIARY RESPONSIBILITIES 
                           AND EMPLOYMENT OF ADVISORS.......................  9
         SECTION 4.6       OTHER ADMINISTRATIVE PROVISIONS................... 9


                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 5.1       RIGHTS OF EMPLOYEES............................... 10
         SECTION 5.2       NON-ALIENATION OF BENEFITS........................ 10
         SECTION 5.3       NON-DUPLICATION OF BENEFITS....................... 10
         SECTION 5.4       CONSTRUCTION...................................... 10
         SECTION 5.5       HEADINGS.......................................... 10
         SECTION 5.6       GOVERNING LAW..................................... 10
         SECTION 5.7       SEVERABILITY...................................... 11
         SECTION 5.8       TERMINATION OR AMENDMENT.......................... 11
         SECTION 5.9       REQUIRED REGULATORY PROVISIONS.................... 11
         SECTION 5.10      WITHHOLDING....................................... 12
         SECTION 5.11      STATUS AS WELFARE BENEFIT PLAN UNDER ERISA........ 13

                                      (ii)




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              SEVERANCE PAY PLAN OF FAIRFIELD SAVINGS BANK, F.S.B.

                                    ARTICLE I

                                     PURPOSE

                  SECTION 1         STATEMENT OF PURPOSE.

                  Fairfield Savings Bank, F.S.B. adopts this Severance Pay Plan
for the benefit of its eligible Employees. The Bank recognizes that, as a public
company, it will be subject to the possibility of a negotiated or unsolicited
change of control which may result in a loss of employment for some of its
Employees. The purpose of the Plan is to encourage the Bank's Employees to
continue working for their employer with their full time and attention devoted
to their employer's affairs by providing prescribed income security and job
placement assistance in the event of an Involuntary Severance following a Change
of Control.

                                   ARTICLE II

                                   DEFINITIONS

                  For purposes of the Plan, the following terms shall have the
meanings assigned to them below, unless a different meaning is plainly indicated
by the context:

                  SECTION 2.1 BANK means Fairfield Savings Bank, F.S.B. (or its
successors or assigns, whether by merger, consolidation, sale of assets,
statutory receivership, operation of law or otherwise) and any affiliate of
Fairfield Savings Bank, F.S.B. which, with the approval of the Board of
Directors of Fairfield Savings Bank, F.S.B., and subject to such conditions as
may be imposed by such Board, adopts this Plan.

                  SECTION 2.2  BOARD means the Board of Directors of Fairfield 
Savings Bank, F.S.B..

                  SECTION 2.3 CAUSE means, with respect to the conduct of an
Employee in connection with his employment with the Bank, personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or
final cease and desist order in each case as measured against standards
generally prevailing at the relevant time in the savings and community banking
industry; PROVIDED, HOWEVER, that following a Change of Control of the Bank or a
company which directly or indirectly owns 100% of the outstanding common stock
of the Bank, an Employee shall not be deemed to have been discharged for Cause
unless and until he shall have received a written notice of termination from the
Board, accompanied by a resolution duly adopted by affirmative vote of a
majority of the entire Board at a meeting called and held for such purpose
(after reasonable notice to the Employee




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                                       -2-

and a reasonable opportunity for the Employee to make oral and written
presentations to the members of the Board, on his own behalf, or through a
representative, who may be his legal counsel, to refute the grounds for the
proposed determination) finding that in the good faith opinion of the Board
grounds exist for discharging the Employee for "Cause".

                  SECTION 2.4  CHANGE OF CONTROL means the happening of any of
the following events:

                  (i) approval by the stockholders of the Bank of a transaction
         that would result in the reorganization, merger or consolidation of the
         Bank, respectively, with one or more other persons, other than a
         transaction following which:

                           (A) at least 51% of the equity ownership interests of
                  the entity resulting from such transaction are beneficially
                  owned (within the meaning of Rule 13d-3 promulgated under the
                  Securities Exchange Act of 1934, as amended ("Exchange Act"))
                  in substantially the same relative proportions by persons who,
                  immediately prior to such transaction, beneficially owned
                  (within the meaning of Rule 13d-3 promulgated under the
                  Exchange Act) at least 51% of the outstanding equity ownership
                  interests in the Bank; and

                           (B) at least 51% of the securities entitled to vote
                  generally in the election of directors of the entity resulting
                  from such transaction are beneficially owned (within the
                  meaning of Rule 13d-3 promulgated under the Exchange Act) in
                  substantially the same relative proportions by persons who,
                  immediately prior to such transaction, beneficially owned
                  (within the meaning of Rule 13d-3 promulgated under the
                  Exchange Act) at least 51% of the securities entitled to vote
                  generally in the election of directors of the Bank;

                  (ii) the acquisition of substantially all of the assets of the
         Bank or beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Exchange Act) of 25% or more of the outstanding
         securities of the Bank entitled to vote generally in the election of
         directors by any person or by any persons acting in concert, or
         approval by the stockholders of the Bank of any transaction which would
         result in an acquisition; or

                  (iii)    a complete liquidation or dissolution of the Bank, or
         approval by the stockholders of the Bank of a plan for such liquidation
         or dissolution;

                  (iv) the occurrence of any event if, immediately following
         such event, at least fifty percent (50%) of the members of the board of
         directors of the Bank do not belong to any of the following groups:

                           (A) individuals who were members of the board of
                  directors of the Bank on the date of this Agreement; or




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                                       -3-

                           (B) individuals who first became members of the board
                  of directors of the Bank after the date of this Agreement
                  either:

                                    (I) upon election to serve as a member of
                           such board by affirmative vote of three-quarters
                           (3/4) of the members of such board, or a nominating
                           committee thereof, in office at the time of such
                           first election; or

                                    (II) upon election by the stockholders of
                           such board to serve as a member of the board, but
                           only if nominated for election by affirmative vote of
                           three-quarters (3/4) of the members of such board, or
                           of a nominating committee thereof, in office at the
                           time of such first nomination;

         PROVIDED, HOWEVER, that such individual's election or nomination did
         not result from an actual or threatened election contest (within the
         meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange
         Act) or other actual or threatened solicitation of proxies or consents
         (within the meaning of Rule 14a-11 of Regulation 14A promulgated under
         the Exchange Act) other than by or on behalf of the board of directors
         of the Bank;

                  (v) any event which would be described in section 2.4(i),
         (ii), (iii) or (iv) if the term "Big Foot Financial Corp." (the
         "Holding Company") were substituted for the term "Bank" therein.

                  (b) In no event, however, shall a Change of Control be deemed
to have occurred as a result of any acquisition of securities or assets of the
Holding Company, the Bank or any subsidiary of either of them, by the Holding
Company, the Bank or any subsidiary of either of them, or by any employee
benefit plan maintained by any of them. For purposes of this section 2.4, the
term "person" shall have the meaning assigned to it under sections 13(d)(3) or
14(d)(2) of the Exchange Act.

                  SECTION 2.5 EMPLOYEE means any person, including an officer,
who is employed by the Bank, other than: (a) a person whose regular work
schedule is for less than 1,000 hours per year; (b) an Employee receiving
long-term disability benefits; or (c) a person who has an employment contract,
change of control agreement or other agreement with the Bank or who is covered
by other programs which provide severance benefits or by their terms exclude
such person from participation in this Plan.

                  SECTION 2.6 FDI ACT means the Federal Deposit Insurance Act,
as the same may be amended from time to time, and the corresponding provisions
of any successor statute.

                  SECTION 2.7 INVOLUNTARY SEVERANCE means (a) the discharge or
dismissal of an Employee by the Bank other than for Cause, or the resignation by
the Employee from his position with the Bank, which resignation the Employee is
asked or compelled by the Bank to tender other than for Cause; or (b)
termination of employment at an Employee's election within sixty (60) days




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                                       -4-

after any action following a Change of Control which, either alone or together
with other actions, results in: (i) the reduction in the Employee's Salary by
more than 20%; (ii) the assignment of the Employee to a principal place of
employment outside of a 25-mile radius of the location of his principal place of
employment immediately prior to the Change of Control that would require
relocation of his residence in order to be able to commute to such new place of
employment within a one-way commuting time not in excess of the greater of (I)
60 minutes or (II) the Employee's commuting time immediately prior to such
change; (iii) the assignment of the Employee to duties or to an office or
working space which involves a material adverse change in working conditions; or
(iv) a material adverse change in the Employee's title, position or
responsibilities at the Bank.

                  SECTION 2.8 OTS means the Office of Thrift Supervision of the
United States Department of the Treasury, and its successors.

                  SECTION 2.9 PLAN means this Severance Pay Plan of Fairfield
Savings Bank, F.S.B., as the same may be amended from time to time.

                  SECTION 2.10 PLAN ADMINISTRATOR means the committee consisting
of all non-employee directors of the Board of Directors of Fairfield Savings
Bank, F.S.B. who perform functions normally associated with a compensation
committee.

                  SECTION 2.11 PLAN YEAR means the calendar year.

                  SECTION 2.12 SALARY means the highest basic annual rate of
salary of the Employee for his services to the Bank (excluding overtime, bonuses
and other forms of additional compensation) attained by the Employee during his
employment with the Bank. If the Employee is paid on an hourly-rate basis,
Salary shall mean the weekly amount of base wages paid for the number of hours
of work contemplated by such person's normal weekly work schedule.

                  SECTION 2.13 SERVICE means service rendered by an Employee
that is recognized under the Fairfield Savings Bank, F.S.B. Profit Sharing and
Savings Plan for vesting purposes as of the date of the Employee's Involuntary
Severance, including service prior to the dates on which the Plan is adopted or
made effective.

                                   ARTICLE III

                                    BENEFITS

                  SECTION 3.1       SEVERANCE BENEFITS FOR EMPLOYEES.

                  (a) An Employee with at least one (1) year of Service whose
employment with the Bank is terminated under circumstances constituting an
Involuntary Severance, other than for Cause, as a result of, within twelve
months following or within three (3) months prior to, a




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                                       -5-

Change of Control with respect to the Bank or any company which directly or
indirectly owns 100% of the outstanding common stock of the Bank shall be
entitled to the following benefits:

                  (i) if the Employee is or has, at any time after the date of
         the conversion of the Bank from a mutual savings institution to a stock
         form savings institution, been an officer of the Bank, he shall be
         entitled, as severance pay, to a weekly payment in an amount equal to
         one week's Salary, commencing with the first week following the date of
         the Employee's Involuntary Severance and continuing for three times the
         number of weeks as the Employee has whole years of Service, subject to
         a maximum continuation of fifty-two (52) weeks.

                  (ii) if the Employee is not an Employee described in section
         3.1(a)(i), he shall be entitled, as severance pay, to a weekly payment
         in an amount equal to one week's Salary, commencing with the first week
         following the date of the Employee's Involuntary Severance and
         continuing for the following number of weeks:

           WHOLE YEARS OF SERVICE           WEEKS OF SALARY CONTINUATION
4 or fewer                           4 weeks
at least 5 but less than 10          5 weeks plus 2 weeks for each Year of
                                     Service over 5

at least 10                          15 weeks plus three weeks for each Year of
                                     Service over 10

subject to a maximum continuation of fifty-two (52) weeks.

PROVIDED, HOWEVER, that in no event shall any Employee described in section
3.1(a)(i) or (ii) receive, as severance pay under this Plan, less than four
weeks' Salary.

                  (b) Each Employee who is entitled to payments under section
3.1(a)(i) or (ii) shall, for the duration of such payments, continue to be
eligible for all of the benefits provided under the Bank's employee benefit
plans and programs (excluding tax-qualified plans and other plans which by law
must restrict participation to active employees) as if he were still an Employee
and working at the Bank, except that he shall cease to accrue vacation and shall
be paid a lump sum payment at the date of his Involuntary Severance in lieu of
any unused accrued vacation.

                  (c) Each Employee who is entitled to benefits under section 
3.1(a)(i) or (ii) shall also be entitled to outplacement services as follows:

                  (i) an Employee described in section 3.1(a)(i) shall be
         entitled to utilize the services of an outplacement counseling firm at
         the Bank's expense for assistance in preparing a resume, developing
         interviewing skills, identifying career opportunities and evaluating
         job offers and for access to office and secretarial




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                                       -6-

         facilities, provided that the fee for such services shall not exceed 
         12% of the Employee's Salary; and

                  (ii) if the Employee is not an Employee described in section
         3.1(a)(i), he shall be entitled to utilize the services of an
         outplacement counseling firm at the Bank's expense, for assistance in
         preparing a resume, developing interviewing skills, identifying career
         opportunities and evaluating job offers, provided that the fee for such
         services shall not exceed 6% of the Employee's Salary or $1,000,
         whichever is higher.

The outplacement firm utilized by any Employee or group of Employees shall be
selected by the Plan Administrator or, if permitted by the Plan Administrator,
selected by the Employee or

Employees subject to the Plan Administrator's approval.

                  SECTION 3.2       VESTING.

                  The benefits to be provided under this Article III of the Plan
to an Employee shall be completely vested and nonforfeitable upon the occurrence
of a Change of Control with respect to the Bank or any company which directly or
indirectly owns 100% of the outstanding common stock of the Bank.

                  SECTION 3.3       INDEMNIFICATION.

                  The Bank shall indemnify, hold harmless and defend each
Employee against costs or expenses, including reasonable attorneys' fees,
incurred by him or arising out of any action, suit or proceeding in which he may
be involved, as a result of his efforts, in good faith, to defend or enforce his
rights under this Plan; PROVIDED, HOWEVER, that the Employee shall have
substantially prevailed on the merits pursuant to a judgment, decree or order of
a court of competent jurisdiction or of an arbitrator in an arbitration
proceeding, or in a settlement. For purposes of this Agreement, any settlement
agreement which provides for payment of any amounts in settlement of the Bank's
obligations hereunder shall be conclusive evidence of the Employee's entitlement
to indemnification hereunder, and any such indemnification payments shall be in
addition to amounts payable pursuant to such settlement agreement, unless such
settlement agreement expressly provides otherwise. This provision shall be
inoperative if and to the extent that, but only if and to the extent that, it
shall be determined that compliance herewith would violate any applicable law or
regulation.

                                   ARTICLE IV

                                 ADMINISTRATION

                  SECTION 4.1       NAMED FIDUCIARIES.




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                                       -7-

                  The term "Named Fiduciary" shall mean (but only to the extent
of the responsi bilities of each of them) the Plan Administrator and the Board.
This Article IV is intended to allocate to each Named Fiduciary the
responsibility for the prudent execution of the functions as signed to him or
it, and none of such responsibilities or any other responsibility shall be
shared by two or more of such Named Fiduciaries. Whenever one Named Fiduciary is
required by the Plan to follow the directions of another Named Fiduciary, the
two Named Fiduciaries shall not be deemed to have been assigned a shared
responsibility, but the responsibility of the Named Fidu ciary giving the
directions shall be deemed his sole responsibility, and the responsibility of
the Named Fiduciary receiving those directions shall be to follow them insofar
as such instructions are on their face proper under applicable law.

                  SECTION 4.2       PLAN ADMINISTRATOR.

                  The Plan Administrator shall subject to the responsibilities
of the Board, have the responsibility for the day-to-day control, management,
operation and administration of the Plan. The Plan Administrator shall have the
following responsibilities:

                  (a) To maintain records necessary or appropriate for the
         administration of the Plan;

                  (b) To give and receive such instructions, notices,
         information, materials, reports and certifications as may be necessary
         or appropriate in the administration of the Plan;

                  (c) To prescribe forms and make rules and regulations
         consistent with the terms of the Plan and with the interpretations and
         other actions of the Board;

                  (d) To require such proof or evidence of any matter from any
         person as may be necessary or appropriate in the administration of the
         Plan;

                  (e) To prepare and file, distribute or furnish all reports,
         plan descrip tions, and other information concerning the Plan,
         including, without limitation, filings with the Secretary of Labor and
         employee communications as shall be required of the Plan Administrator
         under ERISA;

                  (f) To determine any question arising in connection with the
         Plan, including any question of Plan interpretation, and the Plan
         Administrator's decision or action in respect thereof shall be final
         and conclusive and binding upon all persons having an interest under
         the Plan;

                  (g) To review and dispose of claims under the Plan filed
         pursuant to section 4.3 and appeals of claims decisions pursuant to
         section 4.4;

                  (h) If the Plan Administrator shall determine that by reason
         of illness, senility, insanity, or for any other reason, it is
         undesirable to make any payment to the person entitled thereto, to
         direct the application of any amount so payable to




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                                       -8-

         the use or benefit of such person in any manner that the Plan
         Administrator may deem advisable or to direct in the Plan
         Administrator's discretion the withholding of any payment under the
         Plan due to any person under legal disability until a representative
         competent to receive such payment in his behalf shall be appointed
         pursuant to law;

                  (i) To discharge such other responsibilities or follow such
         directions as may be assigned or given by the Board; and

                  (j) To perform any duty or take any action which is allocated
         to the Plan Administrator under the Plan.

The Plan Administrator shall have the power and authority necessary or
appropriate to carry out his responsibilities.

                  SECTION 4.3       CLAIMS PROCEDURE.

                  Any claim relating to benefits under the Plan shall be filed
with the Plan Administrator on a form prescribed by it. If a claim is denied in
whole or in part, the Plan Administrator shall give the claimant written notice
of such denial, which notice shall specifically set forth:

                  (a) The reasons for the denial;

                  (b) The pertinent Plan provisions on which the denial was
         based;

                  (c) Any additional material or information necessary for the
         claimant to perfect his claim and an explanation of why such material
         or information is needed; and

                  (d) An explanation of the Plan's procedure for review of the
         denial of the claim.

In the event that the claim is not granted and notice of denial of a claim is
not furnished by the 30th day after such claim was filed, the claim shall be
deemed to have been denied on that day for the purpose of permitting the
claimant to request review of the claim.

                  SECTION 4.4       CLAIMS REVIEW PROCEDURE.

                  Any person whose claim filed pursuant to section 4.3 has been
denied in whole or in part by the Plan Administrator may request review of the
claim by the Plan Administrator, upon a form prescribed by the Plan
Administrator. The claimant shall file such form (including a statement of his
position) with the Plan Administrator no later than 60 days after the mailing or
delivery of the written notice of denial provided for in section 4.3, or, if
such notice is not




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                                       -9-

provided, within 60 days after such claim is deemed denied pursuant to section
4.3. The claimant shall be permitted to review pertinent documents. A decision
shall be rendered by the Plan Administrator and communicated to the claimant not
later than 30 days after receipt of the claimant's written request for review.
However, if the Plan Administrator finds it necessary, due to special
circumstances (for example, the need to hold a hearing), to extend this period
and so notifies the claimant in writing, the decision shall be rendered as soon
as practicable, but in no event later than 120 days after the claimant's request
for review. The Plan Administrator's decision shall be in writing and shall
specifically set forth:

                  (a) The reasons for the decision; and

                  (b) The pertinent Plan provisions on which the decision is
         based.

Any such decision of the Plan Administrator shall be binding upon the claimant
and the Bank, and the Plan Administrator shall take appropriate action to carry
out such decision.

                  SECTION 4.5       ALLOCATION OF FIDUCIARY RESPONSIBILITIES AND
                                    EMPLOYMENT OF ADVISORS.

                  Any Named Fiduciary may:

                  (a) Allocate any of his or its responsibilities (other than
         trustee responsibilities) under the Plan to such other person or
         persons as he or it may designate, provided that such allocati n and
         designation shall be in writing and filed with the Plan Administrator;

                  (b) Employ one or more persons to render advice to him or it
         with regard to any of his or its responsibilities under the Plan; and

                  (c)      Consult with counsel, who may be counsel to the Bank.

                  SECTION 4.6       OTHER ADMINISTRATIVE PROVISIONS.

                  (a) Any person whose claim has been denied in whole or in part
must exhaust the administrative review procedures provided in section 4.4 prior
to initiating any claim for judicial review.

                  (b) No bond or other security shall be required of the Plan
Administrator, or any officer or Employee of the Bank to whom fiduciary
responsibilities are allocated by a Named Fiduciary, except as may be required
by ERISA.

                  (c) Subject to any limitation on the application of this
section 4.6(c) pursuant to ERISA, neither the Plan Administrator, nor any
officer or Employee of the Bank to whom fiduciary responsibilities are allocated
by a Named Fiduciary, shall be liable for any act of omis-

<PAGE>

                                      -10-

sion or commission by himself or by another person, except for his own
individual willful and intentional malfeasance.

                  (d) The Plan Administrator may, except with respect to actions
under section 4.4, shorten, extend or waive the time (but not beyond 60 days)
required by the Plan for filing any notice or other form with the Plan
Administrator, or taking any other action under the Plan.

                  (e) Any person, group of persons, committee, corporation or
organization may serve in more than one fiduciary capacity with respect to the
Plan.

                  (f) Any action taken or omitted by any fiduciary with respect
to the Plan, including any decision, interpretation, claim denial or review on
appeal, shall be conclusive and binding on the Bank and all interested parties
and shall be subject to judicial modification or reversal only to the extent it
is determined by a court of competent jurisdiction that such action or omission
was arbitrary and capricious and contrary to the terms of the Plan.

                                    ARTICLE V

                                  MISCELLANEOUS

                  SECTION 5.1       RIGHTS OF EMPLOYEES.

                  No Employee shall have any right or claim to any benefit under
the Plan except in accordance with the provisions of the Plan. The establishment
of the Plan shall not be construed as conferring upon any Employee or other
person any legal right to a continuation of employment or to any terms or
conditions of employment, nor as limiting or qualifying the right of the Bank to
discharge any Employee.

                  SECTION 5.2       NON-ALIENATION OF BENEFITS.

                  The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation, or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, or torts.

                  SECTION 5.3       NON-DUPLICATION OF BENEFITS.

                  No provisions in this Plan shall be deemed to duplicate any
compensation or benefits provided under any agreement, plan or program covering
the Employee to which the Bank is a party and any duplicative amount payable
under any such agreement, plan or program shall be applied as an offset to
reduce the amounts otherwise payable hereunder.




<PAGE>


                                      -11-

                  SECTION 5.4       CONSTRUCTION.

                  Whenever appropriate in the Plan, words used in the singular
may be read in the plural; words used in the plural may be read in the singular;
and the masculine gender shall be deemed equally to refer to the feminine gender
or the neuter. Any reference to a section number shall refer to a section of
this Plan, unless otherwise stated.

                  SECTION 5.5       HEADINGS.

                  The headings of sections are included solely for convenience
of reference, and if there is any conflict between such headings and the text of
the Plan, the text shall control.

                  SECTION 5.6       GOVERNING LAW.

                  Except to the extent preempted by federal law, the Plan shall
be construed, administered and enforced according to the laws of the State of
Illinois applicable to contracts between citizens and residents of the State of
Illinois entered into and to be performed entirely within such jurisdiction.

                  SECTION 5.7       SEVERABILITY.

                  The invalidity or unenforceability, in whole or in part, of
any provision of this Plan shall in no way affect the validity or enforceability
of the remainder of such provision or of any other provision of this Plan, and
any provision, or part thereof, deemed to be invalid or unenforceable shall be
reformed as necessary to render it valid and enforceable to the maximum possible
extent.

                  SECTION 5.8       TERMINATION OR AMENDMENT.

                  The Bank intends to keep this Plan in effect, but, subject to
the provisions of section 4 hereunder, the Bank expressly reserves the right to
terminate or amend the Plan, in whole or in part, at any time by action of the
Board; PROVIDED, HOWEVER, that no such amendment or termination which adversely
affects the current or prospective rights of any Employee shall be effective
earlier than six (6) months after written notice thereof is given to such
Employee.

                  SECTION 5.9       REQUIRED REGULATORY PROVISIONS.

                  The following provisions are included for the purposes of 
complying with various laws, rules and regulations applicable to the Bank:

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                                      -12-

                  (a) Notwithstanding anything herein contained to the contrary,
         in no event shall the aggregate amount of compensation payable to any
         person under Article III of this Plan (together with any termination
         pay payable by the Bank to such person from any other plans, programs
         or arrangements) exceed the lesser of (i) three times such person's
         average annual total compensation for the last five consecutive
         calendar years to end prior to his termination of employment with the
         Bank (or for his entire period of employment with the Bank and its
         predecessors, if less than five calendar years) and (ii) the maximum
         amount that may be paid without producing an "excess parachute payment"
         (as such term is defined in section 280G of the Internal Revenue Code
         of 1986 or any successor provision), the applicability of such
         provision to any Employee and any such maximum amount to be determined
         in good faith by the firm of independent certified public accountants
         regularly retained to audit the Bank's books and records.

                  (b) Notwithstanding anything herein contained to the contrary,
         any payments to the Employee by the Bank, whether pursuant to this Plan
         or otherwise, are subject to and conditioned upon their compliance with
         section 18(k) of the FDI Act and any regulations promulgated
         thereunder.

                  (c) Notwithstanding anything herein contained to the contrary,
         if the Employee is suspended from office and/or temporarily prohibited
         from participating in the conduct of the affairs of the Bank pursuant
         to a notice served under section 8(e)(3) or 8(g)(1) of the FDI Act, the
         Bank's obligations under this Plan shall be suspended as of the date of
         service of such notice, unless stayed by appropriate proceedings. If
         the charges in such notice are dismissed, the Bank, in its discretion,
         may (i) pay to the Employee all or part of the compensation withheld
         while the Bank's obligations hereunder were suspended and (ii)
         reinstate, in whole or in part, any of the obligations which were
         suspended.

                  (d) Notwithstanding anything herein contained to the contrary,
         if the Employee is removed and/or permanently prohibited from
         participating in the conduct of the Bank's affairs by an order issued
         under section 8(e)(4) or 8(g)(1) of the FDI Act, all prospective
         obligations of the Bank under this Plan shall terminate as of the
         effective date of the order, but vested rights and obligations of the
         Bank and the Employee shall not be affected.

                  (e) Notwithstanding anything herein contained to the contrary,
         if the Bank is in default (within the meaning of section 3(x)(1) of the
         FDI Act, all prospective obligations of the Bank under this Plan shall
         terminate as of the date of default, but vested rights and obligations
         of the Bank and the Employee shall not be affected.

                  (f) Notwithstanding anything herein contained to the contrary,
         all prospective obligations of the Bank hereunder shall be terminated,
         except to the extent that a continuation of this Plan is necessary for
         the continued operation of the Bank: (i) by the Director of the OTS or
         his designee, at the time the FDIC




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                                      -12-

         enters into an agreement to provide assistance to or on behalf of the
         Bank under the authority contained in section 13(c) of the FDI Act;
         (ii) by the Director of the OTS or his designee at the time such
         Director or designee approves a supervisory merger to resolve problems
         related to the operation of the Bank or when the Bank is determined by
         such Director to be in an unsafe or unsound condition. The vested
         rights and obligations of the parties shall not be affected.

If and to the extent that any of the foregoing provisions shall cease to be
required by applicable law, rule or regulation, the same shall become
inoperative automatically as though eliminated by formal amendment of the Plan.

                  SECTION 5.10      WITHHOLDING.

                  Payments from this Plan shall be subject to all applicable
federal, state and local income withholding taxes.

SECTION 5.11      STATUS AS WELFARE BENEFIT PLAN UNDER ERISA.

                  This Plan is an "employee welfare benefit plan" within the
meaning of section 3(1) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") and shall be construed, administered and enforced according
to the provisions of ERISA.