BIG FOOT FINANCIAL CORP.
                       1997 RECOGNITION AND RETENTION PLAN


                                             -----------------------------------
                                                      AMENDMENT NO. 1


                                             DOCUMENT:             NY02/ 1235383
                                             DRAFT DATE:              2/23/99



                                             BOARD OF DIRECTORS
                                             APPROVAL DATE:           2/23/99
                                             -----------------------------------


                                    AMENDMENT
                                    ---------




1.       Article III - Effective as of February 23, 1999, Section 3.1 of the
Plan shall be amended to read in its entirety as follows:

                  SECTION 3.1       SHARES AVAILABLE UNDER PLAN.
                                    ---------------------------

                  The maximum number of Shares available for Awards under the
         Plan shall be 100,510 until February 23, 1999 and 103,659 after
         February 23, 1999. Such Shares may be authorized but unissued Shares or
         treasury Shares purchased from Big Foot Financial Corp. or they may be
         outstanding Shares purchased from other holders.


2.      Article V - Effective as of February 23, 1999, Section 5.3 of the Plan
shall be amended to read in its entirety as follows:

                  SECTION 5.3       INVESTMENTS.
                                    -----------

                  The Trustee shall invest the Trust Fund in Shares and in such
other investments as may be permitted under the Trust Agreement, including
savings accounts, time or other interest bearing deposits in, or other interest
bearing obligations of, Fairfield Savings Bank, F.S.B., in such proportions as
shall be determined by the Committee; PROVIDED, HOWEVER, that in no event shall
the Trust Fund be used to purchase more than 100,510 Shares until February 23,
1999 and 103,659 after February 23, 1999. Notwithstanding the immediately
preceding sentence, the Trustee may temporarily invest the Trust Fund in
short-term obligations of, or guaranteed by, the U.S. Government or an agency
thereof, or the Trustee may retain the Trust Fund uninvested or may sell assets
of the Trust Fund to provide amounts required for purposes of the Plan.


3.       Article VI - Effective as of February 23, 1999, Section 6.1 of the Plan
shall be amended to read in its entirety as follows:

                  SECTION 6.1       TO ELIGIBLE DIRECTORS.

                  On the Effective Date, each Person who is then an Eligible
         Director shall be granted an Award of 4,020 Shares. On February 23,
         1999, each Eligible Director who was not granted an Award on the
         Effective Date shall be granted an award of 3,149 Shares.



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4.       Article VII - Effective as of February 23, 1999, Section 7.1 of the
Plan shall be amended to read in its entirety as follows:

                  SECTION 7.1       VESTING OF SHARES GRANTED TO ELIGIBLE
                                    DIRECTORS.
                                    -------------------------------------

                  (a) The Shares subject to each Award granted to Eligible
         Directors under the Plan on the Effective Date shall become vested as
         follows: (i) 10% of such Shares shall become vested on June 30, 1998;
         (ii) 20% of such Shares shall become vested June 30, 1999; (iii) 20% of
         such Shares shall become vested on June 30, 2000; (iv) 20% of such
         Shares shall become vested June 30, 2001; (v) 20% of such Shares shall
         become vested on June 30, 2002; and (vi) 10% of such Shares shall
         become vested on January 1, 2003; PROVIDED, HOWEVER, that the Eligible
         Director has remained in Service during the period beginning on the
         Effective Date and ending on the applicable Vesting date; AND PROVIDED,
         FURTHER, an Award shall become 100% vested upon the Award holder's
         death, Disability or retirement while in Service and after attaining
         age 65 or on the effective date of any Change in Control.

                  (b) The Shares subject to each Award granted to Eligible
         Directors under the Plan on February 23, 1999 shall become vested as
         follows: (i) 335 Shares shall become vested June 30, 1999; (ii) 804
         Shares shall become vested on June 30, 2000; (iii) 804 Shares shall
         become vested on June 30, 2001 (iv) 804 Shares shall become vested on
         June 30, 2002; and (v) 402 Shares shall become vested on January 1,
         2003; PROVIDED, HOWEVER, that the Eligible Director has remained in
         Service during the period beginning on the date the Award was granted
         and ending on the applicable Vesting date; AND PROVIDED, FURTHER, an
         Award shall become 100% vested upon the Award holder's death,
         Disability or retirement while in Service and after attaining age 65 or
         on the effective date of any Change in Control.



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