FIRST AMENDMENT
                                 ---------------
                                     TO THE
                                     ------
                             FAIRFIELD SAVINGS BANK
                             ----------------------
                         PROFIT SHARING AND SAVINGS PLAN
                         -------------------------------

                  WHEREAS, Fairfield Savings Bank (the "Bank") maintains the
Fairfield Savings Bank Profit Sharing and Savings Plan (the "plan"); and

                  WHEREAS, amendment of the plan is now considered desirable to
add the direct rollover language that is now required by law.

                  NOW, THEREFORE, by virtue and in exercise of the power
reserved to the Bank under the plan, and pursuant to the authority delegated to
the undersigned by the Board of Directors of the Bank, the plan be and
hereby is amended effective as of January 1, 1993 by adding the following
section 7.11 to the plan.

                  "7.11 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS. This
                  Section applies to distributions made on or after January 1,
                  1993. Notwithstanding any provision of the plan to the
                  contrary that would otherwise limit a distributee's election
                  under this Section, a distributee may elect, at the time and
                  in the manner prescribed by the plan administrator, to have
                  any portion of an eligible rollover distribution paid directly
                  to an eligible retirement plan specified by the distributee in
                  a direct rollover.

                  An 'eligible rollover distribution' is any distribution of all
                  or any portion of the balance to the credit of the
                  distributee, except that an eligible rollover distribution
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually ) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies )
                  of the distributee and the distributee's designated
                  beneficiary, or for a specified period of ten years or more;
                  any distribution to the extent such distribution is required
                  under section 401(a)(9) of the Code; and the portion of any
                  distribution that is not includable in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities).

                  An 'eligible retirement plan' is an individual retirement
                  account described in section 408(a) of the Code, an individual
                  retirement annuity described in section 408(b) of the Code, an
                  annuity plan described in section 403(a) of the Code, or a
                  qualified trust


<PAGE>

                  described in section 401(a) of the Code, that accepts the
                  distributee's eligible rollover distribution. However, in the
                  case of an eligible rollover distribution to the surviving
                  spouse, an eligible retirement plan is an individual
                  retirement account or individual retirement annuity.

                  A 'distributee' includes an employee or former employee. In
                  addition, the employee's or former employee's surviving spouse
                  and the employee's or former employee's spouse or former
                  spouse who is the alternate payee under a qualified domestic
                  relations order, as defined in section 414(p) of the Code, are
                  distributees with regard to the interest of the spouse or
                  former spouse.

                  A 'direct rollover' is a payment by the plan to the eligible
                  retirement plan specified by the distributee."

         IN WITNESS WHEREOF, Fairfield Savings Bank has caused this amendment to
be executed on its behalf by its duly authorized officer this 21st day of
September 1993.

                                   FAIRFIELD SAVINGS BANK

                                   By  /s/ George M. Briody
                                       -----------------------------

                                   Its President
                                       -----------------------------

ATTEST:

By /s/ Barbara J. Urban
   -----------------------

Its Secretary
    ----------------------


                                        2
<PAGE>

                               SECOND AMENDMENT OF
                             FAIRFIELD SAVINGS BANK

                         PROFIT SHARING AND SAVINGS PLAN

               (AS AMENDED AND RESTATED EFFECTIVE AUGUST 1, 1989)
               --------------------------------------------------

                  WHEREAS, Fairfield Savings Bank (the "company") maintains the
Fairfield Savings Bank Profit Sharing and Savings Plan (the "plan"); and

                  WHEREAS, effective August 1, 1994, amendment to the plan is
now considered desirable to allow participants who have attained age 55 to elect
to direct investment under paragraph 5.6 in increments of 25% of the value of
the participants account; and

                  WHEREAS, effective January 1, 1994, amendment to the plan is
now considered desirable to reflect recent changes in compensation limitations
now required by law; and

                  WHEREAS, amendment to the plan is now considered desirable to
clarify that commissions are included in the meaning of earnings under the plan;

                  NOW, THEREFORE, by virtue and in exercise of the power
reserved to the company by Section 13.1 of the plan and pursuant to the
authority delegated to the undersigned officer of the company by its Board of
Directors, the plan be and hereby is amended in the following particulars:


                                        1
<PAGE>

                  1. By replacing the first sentence of Section 5.6 with the
following, effective as of August 1, 1994:

                  "5.6 DIRECTED INVESTMENT ELECTION AT AGE 55. Any participant
                  who has attained age 55 may elect to have all or a portion,
                  specified in multiples of 25 percent, of his accounts
                  converted to cash based upon the fair market value of his
                  accounts as determined by the trustee and to have such cash
                  amount invested in one or more of the following directed
                  investments:"

                  2. By substituting "$150,000" for "$200,000" where it appears
in Section 3.5(e) and Section 6.5, effective as of January 1, l994.

                  3. By adding the phrase ", including commissions," after the
word compensation in the first sentence of Section 3.5.

                  IN WITNESS WHEREOF, Fairfield Savings Bank has caused this
amendment to be executed on its behalf by its duly authorized officer this 19th
day of July, 1994.

                                            FAIRFIELD SAVINGS BANK

                                            By /s/ George M. Briody
                                               ------------------------------
                                                    George M. Briody

                                            Its  President
                                               ------------------------------



                                        2
<PAGE>

                             AMENDMENT NUMBER THREE

                                       TO

           THE FAIRFIELD SAVINGS BANK PROFIT SHARING AND SAVINGS PLAN

Pursuant to Section 13.1 of The Fairfield Savings Bank Profit Sharing and
Savings Plan ("Plan"), the Plan is amended as follows, effective as of
November 18, 1996:

1.       ARTICLE 4 - Section 4.1 of the Plan shall be amended in its entirety to
         read as follows:

                           4.1 EMPLOYERS' CONTRIBUTIONS. (a) SALARY DEFERRAL
         CONTRIBUTIONS. As soon as practicable after each payroll period, but in
         any event within the time prescribed by law or regulation, each
         employer shall deliver to the trustee 100 percent of the salary
         deferral contributions (as defined in section 3.1 including the
         participant's basic salary deferral contribution) elected by the
         participant for that payroll period.

                           (b) Each plan year beginning on or after the
         effective date and subject to the conditions and limitations of this
         Article 4 and Article 10, each employer will make a contribution under
         the plan for each active participant employed by it during that plan
         year in an amount equal to the sum of the following:

                           (i) EMPLOYER MATCHING CONTRIBUTIONS. With respect to
                  each participant who elects to make basic salary deferral
                  contributions or voluntary contributions, or both, to the
                  plan, the employers shall make a matching contribution, on
                  behalf of each such participant equal to 25 percent of the
                  amount of basic salary deferral contributions and voluntary
                  contribution which such participant has made up a maximum
                  matching contribution of 1.50 percent of a participant's
                  compensation (i.e., aggregate contributions not in excess of
                  six percent of the participant's earnings). The employer
                  matching contribution shall first be applied to the basic
                  salary deferral contribution and then to the voluntary
                  contribution to the extent such basic salary deferral
                  contribution does not exceed six percent of the participant's
                  earning for such plan year.

                           (ii) BASIC PROFIT SHARING CONTRIBUTIon. For Plan
                  Years beginning before August 1, 1996, an amount equal to two
                  percent of each participant's earnings for that plan year; for
                  the Plan Year beginning August 1, 1996, an amount equal to 2%
                  of each participant's earnings for the period beginning August
                  1, 1996 and ending December 31, 1996; and for the period
                  beginning January 1, 1997 and ending July 31, 1997 and for
                  Plan Years beginning after August 1, 1996, none.


                                        1
<PAGE>

                           (iii) DISCRETIONARY PROFIT SHARING CONTRIBUTION. An
                  amount as the Bank shall determine, if any.

2.       ARTICLE 5 - Section 5.3 of the Plan shall be amended in its entirety to
         read as follows:

                           5.3 INVESTMENT FUNDS.(a) From time to time the Bank
         may cause the trustee or an investment manager to establish one or more
         investment funds for the investment and reinvestment of plan assets.
         The continued availability of any investment fund is necessarily
         conditioned upon the terms and conditions of investment management
         agreements and other investment arrangements. While the Bank may
         arrange with the trustee and investment managers for the establishment
         of investment funds, the continued availability of these funds cannot
         be assured, nor is it possible to assure that the arrangements or the
         investment funds managed by a particular investment manager or by the
         trustee will continue to be available on the same or similar terms .
         The Bank may, in its discretion, direct the establishment of additional
         investment funds or may terminate any investment fund as it deems
         appropriate and in the best interest of plan participants. Participant
         loans shall constitute aggregated investments on behalf of the
         participant to whom such loans are made and shall not be reflected in
         any investment fund. Except as provided in this section and sections
         5.4, 5.5 and 5.6 participants' accounts shall be invested in any one or
         more investment funds as determined by the trustee.

                           (b) SHARE INVESTMENT ACCOUNT. Effective as of
         November 18, 1996, the Bank shall make available for investment of plan
         assets an Employer Stock Fund, which shall be an investment fund
         comprised primarily of Shares and fractional Shares. "Shares" for all
         purposes of the Plan means shares and any fraction thereof of common
         stock of Big Foot Financial Corp.

3.       ARTICLE 5- Article 5 shall be amended by adding new Sections 5.13,
         5.14, 5.15, 5.16 and 5.17 to read as follows:

         5.13     INVESTMENT OF MATCHING CONTRIBUTIONS

                  Notwithstanding anything in this Plan to the contrary,
         commencing November 18, 1996, the Bank may, in its discretion, make all
         or part of the Employer Matching Contributions in the form of Shares
         provided such determination is made by resolution of its Board of
         Directors in advance of the period to which the contribution relates.
         In the event that all or a portion of the Employer Matching
         Contributions is made in the form of Shares, such Shares shall be
         invested in the Employer Stock Fund. Each employer may, in its sole and
         absolute discretion by resolution of its board of directors, direct
         that the portion of the Employer Matching Contribution made in the form
         of cash be one hundred percent (100%) invested in the Employer Stock
         Fund applied to purchase Shares.


                                        2
<PAGE>

         5.14     VOTING RIGHTS

                  Each person with an interest in the Employer Stock Fund on the
         applicable record date shall have the right to participate in the
         decision as to how to exercise the voting rights appurtenant to the
         Shares held in the Employer Stock Fund by completing and filing a
         written direction with an independent third party ("Tabulator") on a
         timely basis. The Tabulator shall direct the trustee to cast
         affirmative votes equal to the product of (a) the total number of
         Shares held in the Employer Stock Fund multiplied by (b) a fraction,
         the numerator of which is the aggregate value of the interests in the
         Employer Stock Fund of all persons directing that an affirmative vote
         be cast, and the denominator of which is the aggregate value of the
         interests in the Employer Stock Fund of all persons directing that an
         affirmative vote or a negative vote be cast. Negative votes shall be
         cast with respect to the remaining Shares held in the Employer Stock
         Fund.

         5.15     TENDER RIGHTS

                  Each person with an interest in the Employer Stock Fund on the
         applicable record date shall have the right to participate in the
         decision as to how to respond to a tender offer for Shares by
         completing and filing a written direction with the Tabulator on a
         timely basis. The Tabulator shall direct the trustee to tender a number
         of Shares equal to the product of (a) the total number of Shares held
         in the Employer Stock Fund multiplied by (b) a fraction, the numerator
         of which is the aggregate value of the interests in the Employer Stock
         Fund of all persons directing that such Shares be delivered in response
         to such tender offer, and the denominator of which is the aggregate
         value of the interests in the Employer Stock Fund of all persons
         directing that such Shares be delivered or that the delivery of such
         Shares be withheld. Delivery of the remaining Shares held in the
         Employer Stock Fund shall be withheld.

         5.16     DISSENTER'S RIGHTS

                  Each person with an interest in the Employer Stock Fund on the
         applicable record date shall have the right to participate in the
         decision as to whether to exercise the dissenters' rights appurtenant
         to Shares held in the Employer Stock Fund by completing and filing a
         written direction with the Tabulator on a timely basis. The Tabulator
         shall direct the trustee to exercise dissenters' rights with respect to
         a number of Shares equal to the product of (a) the total number of
         Shares held in the Employer Stock Fund multiplied by (b) a fraction,
         the numerator of which is the aggregate value of the interests in the
         Employer Stock Fund of all persons directing that the dissenters'
         rights appurtenant to which Shares be exercised, and the denominator of
         which is the aggregate value of all of the interests in the Employer
         Sock Fund. Dissenters' rights shall not be exercised with respect to
         the remaining Shares held in the Employer Stock Fund.


                                        3
<PAGE>

         5.17     DIVIDEND REINVESTMENT

                  Dividends paid with respect to Shares held in the Employer
         Stock Fund shall be reinvested in the Employer Stock Fund.

4.       ARTICLE 7 - Article 7 shall be amended by adding a new Section 7.11 to
         read in its entirety as follows:

         7.11     MANNER OF PAYMENT OF WITHDRAWALS AND DISTRIBUTIONS FROM THE
                  EMPLOYER STOCK FUND

                  Withdrawals from the Employer Stock Fund shall be made to
         Participants in cash.

                  Distributions from the Employer Stock Fund shall be made to
         participants and beneficiaries in cash, unless the participant or
         beneficiary elects that such distributions may be made wholly or
         partially in Shares. If the participant of beneficiary elects that such
         distributions may be made wholly or partially in Shares, subject to
         such terms and conditions as may be established from time to time, the
         number of Shares to be distributed shall be equal to the maximum number
         of whole Shares that may be acquired with the amount to be distributed
         in Shares, based upon the fair market value of a Share determined as of
         the date of payment. An amount of money equal to any remaining amount
         of the payment that is less than the fair market value of a whole Share
         shall be distributed in cash. For purposes of this Section 7.11, the
         fair market value of a Share shall be determined on a uniform and
         nondiscriminatory basis in such manner as the Committee may, in its
         discretion, prescribe.

5.       ARTICLE 10 - Section 10.2 shall be amended by adding the following new
         language at the end thereof:

                  A participant's "annual addition" also includes any employer
         contributions for such limitation year to a qualified employee stock
         ownership plan maintained by the employer and allocated to the
         participant's individual account under such plan, plus such
         participant's allocable portion of any employer contribution for such
         limitation year to a qualified employee stock ownership plan maintained
         by the employer and applied to the payment of principal and interest on
         a securities acquisition loan obtained by such plan. Notwithstanding
         the foregoing, if, for any limitation year, the aggregate amount of
         employer contributions to such an employee stock ownership plan
         allocable to individuals who are highly compensated employees for such
         limitation year does not exceed one-third of the total of all employer
         contributions to such plan for such limitation year, then that portion,
         if any, of any employer contributions that is applied to the payment of
         interest on a securities acquisition loan shall not be included as an
         annual addition. In determining whether more than one-third of the
         employee contributions for a


                                        4
<PAGE>

         limitation year would be allocable to the highly compensated employees,
         any amount allocable to a family member within the meaning Section
         414(q)(6)(B) of the Code) of a highly compensated employee who is
         either a five percent owner or one of the ten highly compensated
         employees with the highest total compensation, shall be treated as an
         allocation to such highly compensated employee. In no event shall the
         value of any securities purchased under a qualified employee stock
         ownership plan with a securities acquisition loan, any dividends or
         other earnings thereon, any proceeds from the sale thereof or any
         portion of the value of the foregoing be included as an annual
         addition.


                                        5