BIG FOOT FINANCIAL CORP.
                             1997 STOCK OPTION PLAN


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


                                             DOCUMENT:             NY02/ 1235380
                                             DRAFT DATE:              2/23/99



                                             BOARD OF DIRECTORS
                                             APPROVAL DATE:           2/23/99
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                                    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       AVAILABLE SHARES.
                                    ----------------

                  Subject to section 8.3, the maximum aggregate number of Shares
         with respect to which Options may be granted at any time shall be equal
         to the excess of:

                  (a) 251,275 Shares until February 23, 1999 and 258,143 Shares
         on and after February 23, 1999; less

                  (b) the sum of:

                           (i) the number of Shares with respect to which
                  previously granted Options may then or may in the future be
                  exercised; plus

                           (ii) the number of Shares with respect to which
                  previously granted Options have been exercised.

         A maximum aggregate of 201,020 Shares may be granted to Eligible
         Employees, and Options with respect to a maximum aggregate of 50,255
         Shares until February 23, 1999 and 57,123 Shares on and after February
         23, 1999 may be granted to Eligible Directors. For purposes of this
         section 3.1, an Option shall not be considered as having been exercised
         to the extent that such Option terminates by reason other than the
         purchase of related Shares; PROVIDED, HOWEVER, that for purposes of
         meeting the requirements of section 162(m) of the Code, no Eligible
         Employee who is a covered employee under section 162(m) of the Code
         shall receive a grant of Options in excess of the amount specified
         under this section 3.1, computed as if any Option which is cancelled
         reduced the maximum number of Shares.

2.       Article V - Effective as of February 23, 1999, Section 5.1 of the Plan
shall be amended by adding a new section 5.1(b), to read in its entirety as
follows, and by renumbering subsequent subsections and conforming all
cross-references accordingly:

                  (b) On February 23, 1999, each Eligible Director who had not
         been granted an Option on the Effective Date shall be granted an Option
         to purchase 6,868 Shares.

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



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<PAGE>

                  SECTION 5.3       OPTION PERIOD.
                                    -------------

                  (a) Subject to sections 5.3(b) and 5.3(c), the Option Period
         during which an Option granted to an Eligible Director under section
         5.1 may be exercised shall commence on the date the Option is granted
         and shall expire on the earlier of:

                           (i) removal for cause in accordance with the
                  Employer's bylaws; or

                           (ii) the last day of the ten-year period commencing
                  on the date on which the Option was granted;

                  (b) For each Eligible Director who was granted an Option on
         the Effective Date, during the Option Period, the maximum number of
         Shares as to which an outstanding Option may be exercised shall be as
         follows:

                           (i) prior to the first anniversary of the date on
                  which the Plan is approved by shareholders pursuant to section
                  9.8, the Option shall not be exercisable;

                           (ii) on and after the first anniversary, but prior to
                  the second anniversary, of the date on which the Plan is
                  approved by shareholders pursuant to section 9.8, the Option
                  may be exercised as to a maximum of twenty percent (20%) of
                  the Shares subject to the Option;

                           (iii) on and after the second anniversary, but prior
                  to the third anniversary, of the date on which the Plan is
                  approved by shareholders pursuant to section 9.8, the Option
                  may be exercised as to a maximum of forty percent (40%) of the
                  Shares subject to the Option, when granted, less any number of
                  optioned Shares purchased prior to such second anniversary;

                           (iv) on and after the third anniversary, but prior to
                  the fourth anniversary, of the date on which the Plan is
                  approved by shareholders pursuant to section 9.8, the Option
                  may be exercised as to a maximum of sixty percent (60%) of the
                  Shares subject to the Option, when granted, less any number of
                  optioned Shares purchased prior to such third anniversary;

                           (v) on and after the fourth anniversary, but prior to
                  the fifth anniversary, of the date on which the Plan is
                  approved by shareholders pursuant to section 9.8, the Option
                  may be exercised as to a maximum of eighty percent (80%) of
                  the Shares subject to the Option, when granted, less any
                  number of optioned Shares purchased prior to such fourth
                  anniversary; and

                           (vi) on and after the fifth anniversary of the date
                  on which the Plan is approved by shareholders pursuant to
                  section 9.8 and for the remainder of the Option Period, the
                  Option may be exercised as to the entire number of optioned
                  Shares not theretofore purchased;



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<PAGE>

                  (c) For each Eligible Director who was granted an Option on
         February 23, 1999, during the Option Period, the maximum number of
         Shares as to which an outstanding Option may be exercised shall be as
         follows:

                           (i) on and after the second anniversary, but prior to
                  the third anniversary, of the date on which the Plan is
                  approved by shareholders pursuant to section 9.8, the Option
                  may be exercised as to a maximum of 838 Shares;

                           (ii) on and after the third anniversary, but prior to
                  the fourth anniversary, of the date on which the Plan is
                  approved by shareholders pursuant to section 9.8, the Option
                  may be exercised as to a maximum of 2,848 Shares, less any
                  number of optioned Shares purchased prior to such third
                  anniversary;

                           (iii) on and after the fourth anniversary, but prior
                  to the fifth anniversary, of the date on which the Plan is
                  approved by shareholders pursuant to section 9.8, the Option
                  may be exercised as to a maximum of 4,858 Shares, less any
                  number of optioned Shares purchased prior to such fourth
                  anniversary; and

                           (iv) on and after the fifth anniversary of the date
                  on which the Plan is approved by shareholders pursuant to
                  section 9.8 and for the remainder of the Option Period, the
                  Option may be exercised as to the entire number of optioned
                  Shares not theretofore purchased;

         PROVIDED, HOWEVER, that such Option(s) shall become fully exercisable,
         and all optioned Shares not previously purchased shall become available
         for purchase, on the date of the Option holder's death or Disability
         and remain exercisable for the balance of the original ten year term.



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