SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        (MARK ONE)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2002

          [ ] Transition Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                          Commission File No.: 0-21491

                            BIG FOOT FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

                                    ILLINOIS
         (State or other jurisdiction of incorporation or organization)

                                   36-4108480
                      (I.R.S. Employer Identification No.)

                            1190 RFD, LONG GROVE, IL
                    (Address of principal executive offices)
                                   60047-7304
                                   (Zip code)

                                 (847) 634-2100
               (Registrant's telephone number including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE.

           Securities registered pursuant to Section 12(g) of the Act:
                               TITLE OF EACH CLASS
                               -------------------
                     COMMON STOCK, $.01 PAR VALUE PER SHARE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes____X___ No ______

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting and non-voting common equity of the
Registrant by non-affiliates was approximately $22.7 million as of September 17,
2002.

As of September 17, 2002, 1,509,168 shares of the Registrant's common stock were
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant's 2002 Annual Report to Stockholders are incorporated
by reference in Part II.

Portions of the Registrant's Proxy Statement for its 2002 Annual Meeting of
Stockholders are incorporated by reference in Part III.

<PAGE>

                            BIG FOOT FINANCIAL CORP.
                               REPORT ON FORM 10-K
                            FOR THE FISCAL YEAR ENDED
                                  JUNE 30, 2002

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
       ITEM                                                PART I                                              PAGE
<S>                                                                                                            <C>
        1         BUSINESS                                                                                       3
        2         PROPERTIES                                                                                    32
        3         LEGAL PROCEEDINGS                                                                             32

                                                          PART II

        4         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                           33
        5         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                         33
        6         SELECTED FINANCIAL DATA                                                                       34
        7         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS         35
        7A        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                    35
        8         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                   35
        9         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE          35

                                                        PART III

        10        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                            35
        11        EXECUTIVE COMPENSATION                                                                        35
        12        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                36
        13        CERTAIN RELATIONSHIPS AND RELATED TRANSCTIONS                                                 36

                                                        PART IV

        14        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                               36
</TABLE>






--------------------------------------------------------------------------------
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain forward looking statements
consisting of estimates with respect to the financial condition, results of
operations and business of the Company that are subject to various factors which
could cause actual results to differ materially from these estimates. These
factors include: changes in general, economic and market conditions; the
development of an adverse interest rate environment that adversely affects the
interest rate spread or other income anticipated from the Company's operations
and investments; and depositor and borrower preferences.
--------------------------------------------------------------------------------



                                       2
<PAGE>


                                     PART I

ITEM  1.      BUSINESS

         GENERAL. Big Foot Financial Corp. (the "Company"), an Illinois
corporation, is the holding company for Fairfield Savings Bank, F.S.B. (the
"Bank"), a federally chartered stock savings bank. On December 19, 1996 the
Company issued and sold 2,512,750 shares of its common stock, $.01 par value per
share (the "Common Stock"), at a price of $10.00 per share in a subscription
offering. The Company's sole business activity consists of the business of the
Bank. The Company also invests in long and short-term investment grade
marketable securities and other liquid investments.

         On July 22, 2002, the Company announced that it had entered into an
agreement with Midwest Banc Holdings, Inc ("Midwest"). The agreement calls for
Midwest to acquire Big Foot Financial Corp. in a stock merger transaction. The
proposed merger is subject to regulatory approvals and the approval of the
Company's shareholders. The closing of this transaction is scheduled for the
first quarter of the 2003 calendar year. Midwest has agreed to a fixed exchange
ratio of 1.104 shares of its stock for each share of Big Foot stock resulting in
a deal value of approximately $33.4 million, based on the closing price at
announcement date; this represents a 25.5% premium to Big Foot's closing price
on the same date.

         At June 30, 2002, the Company had total assets of $227.4 million, of
which $173.7 million was comprised of net loans receivable and $23.0 million was
comprised of mortgage-backed securities. At such date, total savings deposits
were $132.1 million, borrowings were $61.0 million and stockholders' equity was
$29.2 million. The Company's common stock is quoted on the National Market
System of the Nasdaq Stock Market under the symbol "BFFC." Unless the context
otherwise requires, all references herein to the Bank or the Company include the
Company and the Bank on a consolidated basis.

         The Bank was originally founded in 1901 as an Illinois state chartered
mutual savings and loan association. On July 1, 1991, the Bank converted to a
federally chartered mutual savings bank. The Bank is subject to extensive
regulation, supervision and examination by the Office of Thrift Supervision (the
"OTS"), its primary regulator, and the Federal Deposit Insurance Corporation
(the "FDIC"), which insures its deposits. The Bank's savings deposits are
insured up to the maximum allowable amount by the Savings Association Insurance
Fund (the "SAIF") of the FDIC. The Bank does not have any subsidiary operations.

         The Bank's principal business consists of gathering savings deposits
from the general public within its market area and investing those savings
deposits primarily in one- to four-family residential mortgage loans,
mortgage-backed securities and obligations of the U.S. Government. To a lesser
extent, the Bank originates multifamily residential loans, commercial real
estate loans, land, construction and development loans, consumer loans
(including loans secured by savings deposits) and commercial lines of credit.
The Bank's revenues are derived principally from interest on mortgage loans and
mortgage-backed securities. The Bank's primary sources of funds are savings
deposits, proceeds from principal and interest payments on loans,
mortgage-backed and investment securities and Federal Home Loan Bank ("FHLB")
advances.



                                       3
<PAGE>

         MARKET AREA. The Bank is a community-oriented financial institution
which provides a variety of financial services to meet the needs of the
communities which it serves. The Bank serves three distinct geographic markets:
the Chicago branch at 1601 North Milwaukee Avenue serves the near northwest side
of the City of Chicago, the Norridge branch at 8301 West Lawrence serves
Chicago's near northwestern suburbs and the Long Grove branch at Old McHenry
Road and Route 83 serves northern Cook and southern Lake counties. The Bank's
customer base may be categorized by branch location. In the Chicago branch, the
customer base is largely comprised of blue collar workers and young white collar
technicians and professionals. The Chicago market is experiencing new
construction and a refurbishing of its existing aged housing stock and is an
active mortgage market as well as a savings market. The Norridge branch serves a
customer base split between blue and white collar workers where the market is
well established. The Norridge market has modest prospects for growth; however,
it provides the Bank with a stable source of deposits and loan demand. The Long
Grove office is situated in an affluent, high growth, white collar market. This
is a dynamic market which provides the Bank with significant loan demand and
potential for growth opportunities in savings and lending activities.
Substantially all loans originated by the Bank are secured by real estate
located in Cook, DuPage and Lake counties in Illinois.

         COMPETITION. The Bank faces intense and increasing competition both in
making loans and in attracting deposits. The Bank's market area has a high
density of financial institutions, many of which have greater financial
resources, name recognition and market presence than the Bank, and all of which
are competitors of the Bank to varying degrees.

         The Bank's competition for loans comes principally from commercial
banks, other savings banks, savings and loan associations, mortgage banking
companies, finance companies and credit unions. The Bank's most direct
competition for savings deposits historically has come from other savings banks,
savings and loan associations, commercial banks and credit unions. In addition,
the Bank faces increasing competition for savings deposits from non-bank
institutions such as brokerage firms, insurance companies, money market mutual
funds, other mutual funds (such as corporate and government securities funds)
and annuities. Trends toward the consolidation of the banking industry and the
lifting of interstate banking and branching restrictions may make it more
difficult for smaller institutions, such as the Bank, to compete effectively
with large national and regional banking institutions.

         While the Bank is subject to competition from other financial
institutions which may have much greater financial and marketing resources, the
Bank believes it benefits by its community bank orientation as well as its
relatively high core deposit base. Management believes that the variety, depth
and stability of the communities in which the Bank is located support the
service and lending activities conducted by the Bank. The relative economic
stability of the Bank's lending area is reflected in the small number of
mortgage delinquencies experienced by the Bank.

         IMPACT OF THE ECONOMY ON OPERATIONS. Declines in the local economy,
national economy or real estate market could adversely affect the financial
condition and results of operations of the Bank, including decreased demand for
loans or increased competition for good loans, increased non-performing loans
and loan losses and resulting additional provisions for loan losses and for
losses on foreclosed real estate.

LENDING ACTIVITIES



                                       4
<PAGE>

         LOAN PORTFOLIO COMPOSITION. The Bank's loan portfolio consists
primarily of conventional first mortgage loans secured by one- to four-family
residences. At June 30, 2002, the Bank had gross loans receivable outstanding of
$174.3 million, of which $171.5 million, or 98.5% of gross loans, were one- to
four-family residential mortgage loans. The remainder consisted of $1.1 million
of multifamily mortgage loans, or 0.6% of gross loans; $233,000 of commercial
real estate mortgage loans, or 0.1% of gross loans; $1.4 million of home equity
loans, or 0.8% of gross loans; and $74,000 of other loans, or less than 0.1% of
gross loans.

         The loans that the Bank may originate are subject to federal and state
laws and regulations. Interest rates charged by the Bank on loans are affected
by the demand for such loans, the supply of money available for lending purposes
and the rates offered by competitors. These factors are in turn affected by,
among other things, economic conditions, monetary policies of the federal
government, including the Board of Governors of the Federal Reserve System (the
"FRB"), and legislative tax policies.

         All of the Bank's lending is subject to its written, nondiscriminatory
underwriting standards and to loan origination procedures prescribed by the
Bank's Board of Directors the majority of which, in the case of one- to
four-family residential mortgage loans, conform to the Federal National Mortgage
Association ("Fannie Mae") standards. Property valuations by a member of the
Bank's appraisal staff or independent appraisers approved by the Board of
Directors are required. Detailed loan applications are obtained to determine the
borrower's ability to repay, and the more significant items on these
applications are verified through the use of credit reports, financial
statements and confirmations. Generally, the Bank will lend against the
appraised value of property up to a maximum loan to value ratio of 95%. Private
mortgage insurance is required on all loans with loan to value ratios greater
than 80%. All loans are approved by the full Board of Directors. Mortgage loans
originated by the Bank generally include due on sale clauses which provide the
Bank with the contractual right to deem the loan immediately due and payable in
the event the borrower transfers ownership of the property without the Bank's
consent. Due on sale clauses are an important means of adjusting the rates of
the Bank's fixed-rate mortgage loan portfolio, and the Bank has generally
exercised its rights under these clauses. It is the Bank's policy to require
title insurance policies certifying or insuring that the Bank has a valid first
lien on the mortgaged real estate. Borrowers must also obtain hazard insurance
policies prior to closing and, where necessary, flood insurance policies. Most
borrowers are required to maintain a noninterest-bearing escrow account or a
pledged passbook savings account with the Bank to cover charges for real estate
taxes, hazard insurance premiums and assessments.

         Under applicable federal law, the aggregate amount of loans that the
Bank is permitted to make to any one borrower is generally limited to 15% of
unimpaired capital and surplus (25% if the security for such loan has a "readily
ascertainable" value or 30% for certain residential development loans). At June
30, 2002, based on the above, the Bank's regulatory loans to one borrower limit
was approximately $4.4 million. At June 30, 2002, the two largest dollar amounts
outstanding to one borrower or group of related borrowers were each
approximately $495,000. Both of these loans are secured by one- to four-family
properties located in the Bank's market area and, at June 30, 2002, were
performing in accordance with their terms.



                                       5
<PAGE>

         The following table sets forth the composition of the Bank's mortgage
and other loan portfolios in dollar amounts and in percentages at the dates
indicated.


<TABLE>
<CAPTION>
                                                                             AT JUNE 30
                                   ------------------------------------------------------------------------------------------------
                                         2002               2001                 2000              1999              1998
                                             PERCENT             PERCENT             PERCENT           PERCENT             PERCENT
                                   AMOUNT    OF TOTAL  AMOUNT    OF TOTAL  AMOUNT    OF TOTAL AMOUNT   OF TOTAL   AMOUNT   OF TOTAL
                                   ------    --------  ------    --------  ------    ---------------   --------   ------   --------
                                                                        (Dollars in thousands)
<S>                                <C>       <C>      <C>        <C>      <C>        <C>     <C>       <C>        <C>      <C>
Mortgage loans:
  One-to four-family               $171,543   98.5 %  $168,582    98.6 %  $153,803    98.7 % $136,924     98.5 %  $113,441    97.8 %
  Multifamily (1)                     1,119    0.6         947     0.6         603     0.4        610      0.4         741     0.6
  Commercial real estate                233    0.1         320     0.2         429     0.3        593      0.4         833     0.7
  Land, construction/development          -      -           -       -           -       -         58      0.1         118     0.1
  Home equity                         1,362    0.8         790     0.5         731     0.5        597      0.4         822     0.7
                                   --------  -----    --------   -----    --------   -----   --------    -----    --------   -----
    Total mortgage loans           $174,257  100.0 %  $170,639    99.9 %  $155,566    99.9 % $138,782     99.8 %  $115,955    99.9 %
                                   --------  -----    --------   -----    --------   -----   --------    -----    --------   -----
Other loans
  Loans on savings deposits              74      -          88     0.1         155     0.1         316     0.2         144     0.1
                                   --------  -----    --------   -----    --------   -----   --------    -----    --------   -----
    Total other loans                    74      -          88     0.1         155     0.1     316        0.2          144     0.1
                                   --------  -----    --------   -----    --------   -----   --------    -----    --------   -----
       Loans receivable, gross     $174,331  100.0 %  $170,727   100.0 %  $155,721   100.0 % $139,098    100.0 %  $116,099   100.0 %
                                   ========  =====    ========   =====    ========   =====   ========    =====    ========   =====
  Less:
                                   $      -           $      -            $      -            $      -            $      -
    Deferred loan fees                  290                239                 234                 281                 327
    Allowance for loan losses           300                300                 300                 300                 300
                                   --------           --------            --------            --------            --------
       Loans receivable, net       $173,741           $170,188            $155,187            $138,517            $115,472
                                   ========           ========            ========            ========            ========
</TABLE>

______________________
(1) Multifamily includes participation in Community Investment Corporation
("CIC") of $352,000 at June 30, 2002, $386,000 at June 30, 2001, $386,000 at
June 30, 2000, $333,000 at June 30, 1999, $389,000 and at June 30, 1998. CIC is
a not-for-profit tax-exempt corporation whose purpose is to focus the resources
and expertise of the financial community to revitalize certain neighborhoods in
Chicago.


         MORTGAGE LOANS. At June 30, 2002, over 98.5% of the Bank's $174.3
million mortgage loan portfolio consisted of mortgage loans secured by one- to
four-family residential real estate. While the Bank offers adjustable-rate
mortgage products, the Bank's customer base has historically favored fixed-rate
mortgage loans, which are generally priced off the Fannie Mae delivery rate with
adjustments relating to local competition and the availability of funds. At June
30, 2002, approximately 95.8% of the Bank's mortgage portfolio was comprised of
fixed-rate loans. The balance of the mortgage loan portfolio was comprised of
adjustable rate loans, including approximately $6.7 million of one-to
four-family residential mortgages, the majority of which are tied to the
National Cost of Funds or Treasury Bill Indexes and adjust annually to rates
from 2.5% to 2.75% over the Index. These loans carry annual caps and
life-of-the-loan ceilings to protect borrowers against sudden rate volatility.
Generally, adjustable rate mortgage loans pose credit risks somewhat greater
than the credit risk inherent in fixed-rate loans primarily because, as interest
rates rise, the underlying payments of the borrowers rise, increasing the
potential for default. It is the Bank's policy to underwrite its adjustable rate
mortgage loans based on the fully indexed origination rate. The Bank currently
has no mortgage loans that are subject to negative amortization. Management
intends to continue to emphasize fixed rate loans secured by single family
owner-occupied units. The Bank also makes home equity loans.

         LAND, CONSTRUCTION AND DEVELOPMENT LOANS. The Bank offers a residential
construction loan program for custom home buyers and builders, who typically
have a longstanding business relationship with the Bank. The Bank has
established additional guidelines and progress pay-out procedures for these
loans in recognition of the higher degree of risk involved in making such loans.


                                       6
<PAGE>

         MULTIFAMILY RESIDENTIAL AND COMMERCIAL REAL ESTATE. Multifamily
residential and commercial real estate and land loans are generally considered
to involve a higher degree of credit risk than one- to four-family residential
mortgage loans. This greater risk is attributable to several factors, including
the higher concentration of principal in a limited number of loans and
borrowers, the effects of general economic conditions on income-producing
properties and the increased difficulty of evaluating and monitoring these types
of loans. Furthermore, the repayment of loans secured by multifamily residential
and commercial real estate is typically dependent upon sufficient cash flow from
the related real estate project to cover operating expenses and debt service. If
the cash flow from the project is reduced (for example, if leases are not
obtained or renewed), the borrower's ability to repay the loan may be impaired.
Circumstances outside the borrower's control may adversely affect income from
the multifamily or commercial property as well as its market value.

         OTHER LOANS. The Bank also makes short term fixed-rate and
adjustable-rate other loans, such as loans secured by savings accounts and
commercial lines of credit. These loans generally have an average life of less
than two years. The shorter terms to maturity and the short term repricing
periods are helpful in managing the Bank's interest rate risk.

         ORIGINATION OF LOANS. Loans are originated by the Bank's staff of
salaried loan officers. Residential loan originations can be attributed to
depositors, retail customers, telephone inquiries, newspaper ads, loan officers,
and referrals from other borrowers, real estate brokers and builders. Loan
applications are taken and processed at each of the Bank's offices.
Historically, the bulk of all loans originated by the Bank have been retained in
the Bank's portfolio.

         The following table sets forth the Bank's loan originations, loan sales
and principal repayments for the periods indicated.

<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED JUNE 30,
                                                             ----------------------------------------------------------
                                                                    2002                2001                 2000
                                                                    ----                ----                 ----
                                                                                (Dollars in thousands)
<S>                                                          <C>                 <C>                <C>
     Loan balances at beginning of year                      $     170,727       $     155,721      $      139,098
                                                             -------------       -------------      --------------
     Mortgage loans originated:
        One-to four-family                                          36,542              36,623              32,079
        Multifamily                                                    326                 398                 270
        Commercial real estate                                         275                   -                   -
                                                             -------------       -------------      --------------
          Total mortgage loans originated                           37,143              37,021              32,349
     Other loans originated:
        Other loans                                                    262                 110                 173
                                                             -------------       -------------      --------------
          Total loans originated                                    37,405              37,131              32,522
                                                             -------------       -------------      --------------
     Additional draws - open-end home equity loans                   1,306                 490                 475
     Principal repayments                                          (35,107)            (22,615)            (16,296)
     Loans transferred to foreclosed real estate                         -                   -                 (78)
                                                             -------------       -------------      --------------
     Loan balances at end of year                            $     174,331       $     170,727      $      155,721
                                                             =============       =============      ==============
</TABLE>





                                       7
<PAGE>


         INCOME FROM LENDING ACTIVITIES. The Bank realizes interest income and
servicing fee income from its lending activities. For the most part, interest
rates charged by the Bank on loans are determined by local competition, although
they also reflect general interest rates, demand for loans and availability of
funds.

         The Bank charges service fees, late payment and other miscellaneous
service fees. During the years ended June 30, 2002, 2001, and 2000, the Bank
recognized fees totaling $24,000, $17,000, and $15,000, respectively.

         LOAN MATURITY. The following table shows the contractual maturity of
the Bank's loan portfolio at June 30, 2002. Loans are shown as due based on
their contractual terms to maturity rather than when interest rates are next
subject to change. The table does not include prepayments or scheduled principal
amortization.

<TABLE>
<CAPTION>
                                       MORTGAGE LOANS                                            TOTAL LOANS
                            ----------------------------------------------------                 ---------------------
                             ONE-TO                                                                           WEIGHTED
DUE DURING YEAR               FOUR-         MULTI-      COMMERCIAL        HOME         OTHER                  AVERAGE
ENDING JUNE 30,               FAMILY        FAMILY      REAL ESTATE      EQUITY        LOANS       AMOUNT      RATE
---------------               ------        ------      -----------      ------        -----       ------      ----
                                                         (Dollars in thousands)
<C>                         <C>           <C>              <C>           <C>         <C>       <C>             <C>
2003                        $       28    $     -          $    -        $    19     $  29     $      76       6.57 %
2004                               125          -               -             19        21           165       7.27
2005                               149          -               -            137        24           310       6.70
2006 and 2007                    1,533          -             233            120         -         1,886       6.85
2008 to 2013                    14,614         80               -          1,067         -        15,761       6.62
2014 to 2018                    40,875        174               -              -         -        41,049       6.42
2019 to 2023                     5,305        231               -              -         -         5,536       7.12
2024 and following             108,914        634               -              -         -       109,548       6.80
                            ----------    -------          ------        -------     -----     ---------       ----
Total loans due, gross      $  171,543    $ 1,119          $  233        $ 1,362     $  74     $ 174,331       6.70 %
                            ==========    =======          ======        =======     =====     =========       ====
</TABLE>

         The following table sets forth at June 30, 2002, the dollar amount of
loans due after June 30, 2003, and whether such loans have fixed interest rates
or adjustable interest rates.

<TABLE>
<CAPTION>

                                                                     DUE AFTER JUNE 30, 2003
                                                                     -----------------------
                                                             FIXED        ADJUSTABLE          TOTAL
                                                             -----        ----------          -----
                                                                     (Dollars in thousands)
<S>                                                       <C>              <C>            <C>
         Mortgage loans:
           One- to four-family                            $ 164,770        $   6,745      $     171,515
           Multifamily                                          486              633              1,119
           Commercial real estate                               233                -                233
           Home equity                                            -            1,343              1,343
                                                          ---------        ---------      -------------
         Total mortgage loans                               165,489            8,721            174,210
         Other loans                                             45                -                 45
                                                          ---------        ---------      -------------
           Total loans                                    $ 165,534        $   8,721      $     174,255
                                                          ---------        ---------      -------------
</TABLE>





                                       8
<PAGE>


DELINQUENCIES AND NON-PERFORMING ASSETS

         DELINQUENCY PROCEDURES. When a borrower fails to make a required
payment on a loan, the Bank attempts to cause the deficiency to be cured by
contacting the borrower. Contacts are made after a payment is more than 15 days
past due, and a late charge is assessed at that time. In most cases,
deficiencies are cured promptly. If the deficiency exceeds 90 days and is not
cured through the Bank's normal collection procedures, the Bank may institute
measures to remedy the default, including commencing a foreclosure action or
accepting from the mortgagor a voluntary deed of the secured property in lieu of
foreclosure. If a foreclosure action is instituted and the loan is not
reinstated, paid in full or refinanced, the property is sold at a judicial sale.
If the Bank acquires the property at judicial sale or accepts a voluntary deed
of the secured property in lieu of foreclosure, the acquired property is then
listed in the Bank's Foreclosed Real Estate ("FRE") account until it is sold. At
June 30, 2002, the Bank had no FRE. The Bank is permitted to finance sales from
its FRE account by "loans to facilitate," which involve a lower down payment or
a longer repayment term or other more favorable features than generally would be
granted under the Bank's underwriting guidelines. At June 30, 2002, the Bank had
no such "loans to facilitate."

         The following table sets forth information with respect to the Bank's
non-performing assets (which includes loans that are delinquent for 90 days or
more and FRE) at the dates indicated. At June 30, 2002, there were no loans with
regard to which management had information about possible credit problems of the
borrower that caused management to seriously doubt the ability of the borrower
to comply with present loan repayment terms.

<TABLE>
<CAPTION>
                                                                             AT JUNE 30,
                                                                             -----------
NON-PERFORMING LOANS:                                 2002        2001         2000           1999             1998
---------------------                                 ----        ----         ----           ----             ----
                                                                       (Dollars in thousands)
<S>                                               <C>           <C>          <C>            <C>           <C>
Mortgage loans:
    One- to four-family                           $             $    112     $    249       $   186       $    342
    Multifamily                                          -             -            -             7              -
    Commercial real estate                               -             -            -             -              -
    Land, construction and development                   -             -            -             -              -
    Home equity                                          -             -            -             -              -
    Other loans                                          -             -            -             -              -
                                                  --------      --------     --------       -------       --------
      Total non-performing loans                         -           112          249           193            342
                                                  --------      --------     --------       -------       --------
Foreclosed real estate                                   -             -           78             -              -
                                                  --------      --------     --------       -------       --------
      Total non-performing assets                 $      -      $    112     $    327       $   193       $    342
                                                  --------      --------     --------       -------       --------

Total non-performing loans to total loans                - %        0.06 %       0.16 %        0.14 %        0.29 %
Total non-performing assets to total assets              - %        0.05         0.15          0.09          0.16
</TABLE>


         A loan is placed on non-accrual status when it becomes 90 days or more
delinquent and when the collection of principal and/or interest becomes
doubtful. At June 30, 2002 and 2001, the Bank had no non-accrual loans. At June
30, 2000, the Bank had one single family residential loan with an outstanding
principal balance of $113,000 that was non-accruing. For the years ended June
30, 2002 and 2001 and 2000 the amount of interest income that would have been
recorded on non-accrual loans had such loans been accruing interest in
accordance with their terms was $0, $0, and $4,000 respectively. Interest earned



                                       9
<PAGE>

on loans 90 days or more delinquent and still accruing interest amounted to $0,
$11,000, and $9,000 for the fiscal years ended June 30, 2002, 2001, and 2000,
respectively.

         The Bank had no non-performing assets at June 30, 2002. The Bank's
non-performing assets at June 30, 2001, consisted of a single one- to
four-family residential loan with an aggregate outstanding principal balance of
$112,000. The Bank's non-performing assets at June 30, 2000 consisted of two
one-to four-family residential loans, with an aggregate outstanding principal
balance of $249,000 and one multi-family residential loan with an outstanding
principal balance of $78,000. The properties underlying the non-performing loans
and the FRE at June 30, 2001 and 2000 are located in the Chicago metropolitan
area.

         CLASSIFIED ASSETS. OTS regulations require that each saving association
classify its assets on a regular basis and establish prudent valuation
allowances based on such classifications. In addition, in connection with
examinations of savings associations, OTS examiners have authority to identify
problem assets and, if appropriate, require them to be classified. OTS
regulations provide for three adverse classifications for problem assets:
Substandard, Doubtful and Loss. Substandard assets have one or more defined
weaknesses and are characterized by the distinct possibility that the savings
association will sustain some loss if the deficiencies are not corrected.
Doubtful assets have the weaknesses of Substandard assets, with the additional
characteristics that the weaknesses make collection or liquidation in full on
the basis of currently existing facts, conditions and values questionable, and
there is a high probability of loss. An asset classified Loss is considered
uncollectible and of such little value that its continuance as an asset of the
institution is not warranted. The regulations have also created a Special
Mention category, consisting of assets which do not currently expose a savings
association to a sufficient degree of risk to warrant classifications, but do
possess credit deficiencies or potential weaknesses deserving management's close
attention. Assets classified as Substandard or Doubtful require the savings
association to establish prudent valuation allowances. If an asset or portion
thereof is classified as Loss, the association must either establish specific
allowances for loan losses in the amount of 100% of the portion of the asset
classified Loss or charge off such amount. If an association does not agree with
an examiner's classification of an asset, it may appeal this determination to
the District Director of the OTS. On the basis of management's review of its
loans at June 30, 2002, the Bank had no potential problem loans which met the
criteria for classification as "Special Mention", Substandard", or "Doubtful."

         ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses (the "ALL") is
established through a provision for loan losses based on management's evaluation
of the risks inherent in the Bank's loan portfolio and the general economy. The
allowance for loan losses is maintained at an amount management considers
adequate to cover loan losses which are deemed probable and estimable. The
allowance is based upon a number of factors, including asset classifications,
economic trends, industry experience and trends, industry and geographic
concentrations, estimated collateral values, management's assessment of the
credit risk inherent in the portfolio, historical loan loss experience and the
Bank's underwriting policies. Although management believes it uses the best
information available to make determinations with respect to the allowance for
loan losses, future adjustments may be necessary if economic conditions and the
Bank's actual experience differ substantially from the conditions and experience
used in the assumptions upon which the initial determinations are based. The
OTS, in conjunction with the other federal banking agencies, has adopted an
interagency policy statement on the



                                       10
<PAGE>

allowance for loan and lease losses. The policy statement provides guidance for
financial institutions on both the responsibilities of management for the
assessment and establishment of adequate allowances and guidance for banking
agency examiners in determining the adequacy of general valuation guidelines.
Generally, the policy statement recommends that institutions have effective
systems and controls to identify, monitor and address asset quality problems;
that management analyzes all significant factors that affect the collectibility
of the portfolio in a reasonable manner; and that management establishes
acceptable allowance evaluation processes that meet the objectives set forth in
the policy statement. On July 2, 2001, the Federal Financial Institutions
Examination Council (FFEIC), on behalf of the OTS and the other federal banking
agencies issued a policy statement on the allowance for loan and lease losses
methodologies and documentation for banks and savings institutions. This policy
statement clarifies that the banking agencies guidance relating to methodologies
and supporting documentation for calculation of the ALL. The board of directors
is responsible for ensuring that controls are in place to determine the
appropriate level of the ALL.

         While the Bank believes that it has established an adequate allowance
for loan losses, there can be no assurance that regulators, in reviewing the
Bank's loan portfolio as part of a future regulatory examination, will not
request the Bank to materially increase its allowance for loan losses, thereby
negatively affecting the Bank's financial condition and earnings at that time.
Moreover, no assurance can be made that future additions to the allowance will
not be necessary based on changes in economic and real estate market conditions,
further information obtained regarding known problem loans, identification of
additional problem loans and other factors, both within and outside of
management's control. The directors of the Bank and the Company review, on a
quarterly basis, the provision for loan losses and the allowance for loan losses
and the assumptions utilized by management as to their reasonableness and
adequacy. Specific valuation reserves are provided for individual loans which
are contractually past due (including loans classified Substandard or Doubtful)
when ultimate collection is considered questionable by management after
reviewing the current status of such loans and considering the net realizable
value of the security for the loan.

         The following table analyzes activity in the Bank's allowance for loan
losses during the periods indicated.


<PAGE>


<TABLE>
<CAPTION>
                                                                    AT OR FOR THE YEAR ENDED JUNE 30,
                                                                    ---------------------------------
   ALLOWANCE FOR LOAN LOSSES                             2002         2001        2000         1999       1998
   -------------------------                             ----         ----        ----         ----       ----
                                                                          (Dollars in thousands)
<S>                                                    <C>           <C>         <C>         <C>        <C>
   Balance at beginning of period                      $   300       $  300      $  300      $ 300      $  300
   Provision for loan losses                                 -            -           -          -           -
   Charge-offs:
     Mortgage loans:
        One- to- four-family                                 -            -           -          -           -
        Multifamily                                          -            -           -          -           -
        Commercial real estate                               -            -           -          -           -
        Land, construction and development                   -            -           -          -           -
        Home equity                                          -            -           -          -           -
     Other loans                                             -            -           -          -           -
                                                       -------       ------      ------      -----      ------
           Total charge-offs                                 -            -           -          -           -
                                                       -------       ------      ------      -----      ------
   Recoveries                                                -            -           -          -           -
                                                       -------       ------      ------      -----      ------
   Balance at end of year                              $   300          300      $  300      $ 300      $  300
                                                       =======       ======      ======      =====      ======
   Allowance for loan losses to total loans
      at the end of the period (1)                        0.17 %       0.18 %      0.19 %     0.22 %      0.26 %
   Allowance for loan losses to total
     non-performing loans at end of period                   -       267.86      120.48     155.44       87.72
   Allowance for loan losses to total
     non-performing assets at end of period                  -       267.86       91.74     155.44       87.72
   Net charge-offs to average loans outstanding              -            -           -          -           -
</TABLE>

   __________________________
   (1) Total loans represent loans, net plus the allowance for loan losses.


         The following tables set forth the breakdown of the allowance for loan
losses by loan category at the dates indicated. The allocation of the allowance
to each category is not necessarily indicative of future losses and does not
restrict the use of the allowance to absorb losses in any category.


<PAGE>



<TABLE>
<CAPTION>
                                                                             AT JUNE 30,
                                                                             -----------
                                                   2002                                    2001
                                     --------------------------------------  -------------------------------------
                                                               PERCENT OF                              PERCENT OF
                                                              LOANS IN EACH                          LOANS IN EACH
                                     ALLOWANCE   PERCENT OF    CATEGORY TO   ALLOWANCE   PERCENT OF    CATEGORY TO
                                      AMOUNT     ALLOWANCE     GROSS LOANS    AMOUNT     ALLOWANCE    GROSS LOANS
                                      ------     ---------     -----------    ------     ---------    -----------
                                                                (Dollars in thousands)
<S>                                  <C>           <C>             <C>       <C>             <C>          <C>
Mortgage loans:
   One- to four-family               $    121      40.3 %          98.5 %    $    288        96.0 %       98.6 %
   Multifamily                              6       2.0             0.6             5         1.6          0.6
   Commercial real estate                   2       0.7             0.1             3         1.0          0.2
   Land, construction and development       -         -               -             -           -            -
   Home equity                              3       1.0             0.8             2         0.7          0.5
Other loans                                 -         -               -             -           -          0.1
Unallocated                               168      56.0               -             2         0.7            -
                                     --------     -----           -----      --------       -----        -----
   Total                             $    300     100.0 %         100.0 %    $    300       100.0 %      100.0 %
                                     ========     =====           =====      ========       =====        =====
</TABLE>

<TABLE>
<CAPTION>
                                                        AT JUNE 30,
                                                        -----------
                                          2000                                   1999
                             ------------------------------------   ------------------------------------
                                                     PERCENT OF                             PERCENT OF
                                                    LOANS IN EACH                          LOANS IN EACH
                             ALLOWANCE  PERCENT OF   CATEOGRY TO    ALLOWANCE  PERCENT OF   CATEOGRY TO
                              AMOUNT    ALLOWANCE    GROSS LOANS     AMOUNT    ALLOWANCE    GROSS LOANS
                              ------    ---------    -----------     ------    ---------    -----------
                                                      (Dollars in thousands)
<S>                          <C>          <C>           <C>         <C>          <C>           <C>
Mortgage loans:
   One- to four-family       $   264      88.0 %        98.7 %      $  237       79.1 %        98.5 %
   Multifamily                     1       0.3           0.4             3        1.0           0.4
   Commercial real estate          4       1.3           0.3             6        2.0           0.4
   Land, construction and
      Development                  -         -             -             1        0.3           0.1
   Home equity                     2       0.7           0.5             1        0.3           0.4
Other loans                        -         -           0.1             -          -           0.2
Unallocated                       29       9.7             -            52       17.3             -
                             -------     -------       -------      ------      -------       -------
   Total                     $   300     100.0 %       100.0 %      $  300      100.0 %       100.0 %
                             =======     =====         =====        ======      =====         =====
</TABLE>

                                      AT JUNE 30,
                                      -----------
                                         1998
                             ------------------------------------
                                                     PERCENT OF
                                                    LOANS IN EACH
                             ALLOWANCE  PERCENT OF   CATEOGRY TO
                              AMOUNT    ALLOWANCE    GROSS LOANS
                              ------    ---------    -----------
                                   (Dollars in thousands)
Mortgage loans:
   One- to four-family       $   125       41.7 %       97.8 %
   Multifamily                     4        1.3          0.6
   Commercial real estate          8        2.7          0.7
   Land, construction and
      Development                  1        0.3          0.1
   Home equity                     2        0.7          0.7
Other loans                        -          -          0.1
Unallocated                      160       53.3            -
                             -------      -----        -----
   Total                     $   300      100.0 %      100.0 %
                             =======      =====        =====

INVESTMENT ACTIVITIES

         GENERAL. The investment policy of the Bank, which is approved by the
Board of Directors, is based upon its asset/liability management goals and is
designed primarily to provide and maintain adequate liquidity, maintain a
balance of high quality, diversified investments, minimize risks to the Bank and
complement the Bank's lending activities. The investment policy is implemented
by the Chief Financial Officer and the President. The policy designates the
Chief Financial Officer as the investment manager authorized to oversee the
daily operations of the investment portfolio. Under OTS regulations, the Bank is
required to maintain sufficient liquidity to ensure its safe and sound
operation. The levels of the Bank's short-term liquid assets are dependent on
the Bank's operating, financing and investing activities during any given
period. See "Liquidity and Capital Resources" in Management's Discussion and
Analysis of Financial Condition and Results of Operations, in the 2002 Annual
Report to Stockholders.

         As required by Statement of Financial Accounting Standards ("SFAS")
115, securities are classified into three categories: trading, held-to-maturity
and available-for-sale. Securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading securities
and are reported at fair value with unrealized gains and losses included in
trading account activities in the statement of earnings. At June 30, 2002, the
Bank had no securities which were classified as trading.



                                       13
<PAGE>

Securities that the Bank has the positive intent and ability to hold to maturity
are classified as held-to-maturity and reported at amortized cost. All other
securities not classified as held-to-maturity are classified as
available-for-sale. Available-for-sale securities are reported at fair value
with unrealized gains and losses included, on an after tax basis, as a separate
component of accumulated other comprehensive income in stockholders' equity. At
June 30, 2002, $23.9 million of securities were classified as
available-for-sale. At June 30, 2002, held-to-maturity securities totaled $7.6
million and had a fair value of $7.7 million.

         MORTGAGE-BACKED SECURITIES. The Bank invests in mortgage-backed
securities and uses such investments to complement its mortgage lending
activities and supplement such activities at times of low mortgage loan demand.

         At June 30, 2002, all securities in the Bank's mortgage-backed
securities portfolio were directly insured or guaranteed by Fannie Mae or the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), thereby providing the
certificate holder a guarantee of timely payments of interest and scheduled
principal payments, whether or not they are collected. The Bank's
mortgage-backed securities portfolio had a weighted average yield of 6.47% at
June 30, 2002.

         Mortgage-backed securities generally yield less than the loans that
underlie such securities because of the cost of payment guarantees or credit
enhancements that reduce credit risk. However, mortgage-backed securities are
more liquid than individual mortgage loans and may be used to collateralize
borrowings of the Bank. In general, mortgage-backed securities issued or
guaranteed by the Government National Mortgage Association ("Ginnie Mae"),
Fannie Mae and Freddie Mac and certain AAA rated mortgage-backed pass through
securities are weighted at no more than 20% for risk based regulatory capital
purposes, compared to the 50% risk weighting assigned to most non-securitized
residential mortgage loans.

         While mortgage-backed securities carry a reduced credit risk as
compared to whole loans, such securities remain subject to the risk that a
fluctuating interest rate environment, along with other factors such as the
geographic distribution of the underlying mortgage loans, may alter the
prepayment rate of such mortgage loans and so affect both the prepayment speed,
and value, of such securities.

         INVESTMENT SECURITIES. Federal savings associations have the authority
to invest in various types of liquid assets, including United States Treasury
obligations, securities of various federal agencies, certain certificates of
deposit of insured banks and savings institutions, certain bankers' acceptances,
repurchase agreements and federal funds. Subject to various restrictions,
federal savings associations may also invest their assets in commercial paper,
investment grade corporate debt securities and mutual funds whose assets conform
to the investments that a federal savings association is otherwise authorized to
make directly. The Bank, from time to time, has used investment securities to
supplement loan volume and to provide short- and intermediate-term assets for
asset/liability management purposes. From time to time, the Bank has invested in
high quality investment securities with various terms to maturity. At June 30,
2002, the Company had $8.5 million in investment securities, at fair value. At
June 30, 2002 the Company wrote down two securities to their fair value on that
date, as management considered the decline in value to be other than temporary.
The Company recorded an expense of $166,000 and the remaining value of the two
securities was $352,000.



                                       14
<PAGE>

         The following table sets forth activity in the Company's
mortgage-backed and investment securities portfolio for the periods indicated.

<TABLE>
<CAPTION>
                                                                     FOR THE YEAR ENDED JUNE 30,
                                                                     ---------------------------
                                                           2002               2001                   2000
                                                           ----               ----                   ----
                                                                         (In thousands)
<S>                                                  <C>                 <C>                 <C>
Held-to-maturity:
    Amortized cost at beginning of year              $      11,080       $     17,894        $      28,567
    Purchases/sales, net                                         -              3,000                    -
    Principal repayments                                    (3,442)            (9,738)             (10,419)
    Premium and discount amortization, net                     (48)               (76)                (254)
                                                     -------------       ------------        -------------
    Amortized cost at end of year                    $       7,590       $     11,080        $      17,894
                                                     -------------       ------------        -------------

Available-for-sale
    Amortized cost at beginning of year              $      20,064       $     28,348        $      29,495
    Purchases/sales, net                                     9,076             (2,369)               4,406
    Principal repayments                                    (6,331)            (5,872)              (5,473)
    Write down                                                (166)                 -                    -
    Premium and discount amortization, net                     (46)               (43)                 (80)
                                                     -------------       ------------        -------------
    Amortized cost at end of year                    $      22,597       $     20,064        $      28,348
                                                     -------------       ------------        -------------
      Total mortgage-backed and
         investment securities portfolio             $      30,187       $     31,144        $      46,242
                                                     =============       ============        =============
</TABLE>


         The following table sets forth certain information regarding the
amortized cost and fair value of the Company's mortgage-backed and investment
securities at the dates indicated.

<TABLE>
<CAPTION>
                                                                             AT JUNE 30,
                                                                             -----------
                                                    2002                        2001                     2000
                                                    ----                        ----                     ----
                                          AMORTIZED                    AMORTIZED                AMORTIZED
                                             COST       FAIR VALUE       COST     FAIR VALUE      COST       FAIR VALUE
                                             ----       ----------       ----     ----------      ----       ----------
                                                                           (In thousands)
<S>                                      <C>           <C>         <C>           <C>           <C>          <C>
Held-to-maturity:
   Fannie Mae                            $    4,590    $   4,741   $    8,080    $   8,111     $   17,894   $  17,227
   Investment Securities                      3,000        3,000        3,000        3,000              -           -
                                         ----------    ---------   ----------    ---------     ----------   ---------
       Total held-to-maturity            $    7,590    $   7,741   $   11,080    $  11,111     $   17,894   $  17,227
                                         ----------    ---------   ----------    ---------     ----------   ---------
Available-for-sale:
   Fannie Mae                            $   17,615    $  17,947   $   13,008    $  13,023     $   18,475   $  17,723
   Freddie Mac                                  420          441        1,279        1,305          1,792       1,746
   Investment Securities                      4,562        5,506        5,777        6,442          8,081       7,511
                                         ----------    ---------   ----------    ---------     ----------   ---------
       Total available-for-sale          $   22,597    $  23,894   $   20,064    $  20,770     $   28,348   $  26,980
                                         ----------    ---------   ----------    ---------     ----------   ---------

Total mortgage-backed and
       investment securities portfolio   $   30,187    $  31,635   $   31,144    $  31,881     $   46,242   $  44,207
                                         ==========    =========   ==========    =========     ==========   =========
</TABLE>


         The table below sets forth certain information regarding the amortized
cost, fair value, weighted average yields and stated maturity of the Company's
mortgage-backed and investment securities portfolio at June 30, 2002. No effect
has been given to prepayments or amortization of securities. There were no


                                       15
<PAGE>

mortgage-backed securities (exclusive of obligations of the U.S. Government and
any federal agencies) issued by any one entity with a total carrying value in
excess of 10% of stockholders' equity at June 30, 2002.

<TABLE>
<CAPTION>
                                                                          AT JUNE 30, 2002
                                                                          ----------------
                                                                                               WEIGHTED
                                                       AMORTIZED                FAIR           AVERAGE
                                                         COST                  VALUE            COUPON
                                                         ----                  -----            ------
                                                                       (Dollars in thousands)
<S>                                                    <C>                 <C>                 <C>
     HELD-TO-MATURITY:
     No stated maturity date                           $        -          $         -                 - %
     Due within 1 year                                         93                   92              7.50
     Due after 1 year but within 5 years                    3,270                3,267              6.30
     Due after 5 years but within 10 years                    825                  852              7.00
     Due after 10 years                                     3,402                3,530              7.17
                                                       ----------          -----------              ----
        Total held-to-maturity                         $    7,590          $     7,741              6.78 %
                                                       ----------          -----------              ----

     AVAILABLE-FOR-SALE:
     No stated maturity date                           $    2,507          $     3,508              5.23 %
     Due within 1 year                                        229                  234              7.32
     Due after 1 year but within 5 years                    3,618                3,725              6.57
     Due after 5 years but within 10 years                 12,101               12,298              6.16
     Due after 10 years                                     4,142                4,129              7.25
                                                       ----------          -----------              ----
       Total available-for-sale                        $   22,597          $    23,894              6.32 %
                                                       ----------          -----------              ----

     TOTAL:
     No stated maturity date                           $    2,507          $     3,508              5.23 %
     Due within 1 year                                        322                  326              7.37
     Due after 1 year but within 5 years                    6,888                6,992              6.44
     Due after 5 years but within 10 years                 12,926               13,150              6.21
     Due after 10 years                                     7,544                7,659              7.22
                                                       ----------          -----------              ----
       Total mortgage-backed securities
       and investment portfolio                        $   30,187          $    31,635              6.44 %
                                                       ==========          ===========              ====
</TABLE>


SOURCES OF FUNDS

         GENERAL. Savings deposits are the primary source of the Bank's funds
for use in lending and for other general business purposes. In addition to
savings deposits, the Bank derives funds from loan and security repayments and
prepayments, from advances from the FHLB of Chicago, from other borrowings, net
revenues from operations and to a lesser extent from loan sales. Loan and
mortgage-backed securities amortizations are a relatively stable source of
funds, while savings inflows and outflows and loan and mortgage-backed
securities prepayments are significantly influenced by general interest rates
and money market conditions. Borrowings, primarily from the FHLB of Chicago, may
be used on a short term basis to compensate for reductions in normal sources of
funds at less than projected levels. They may also be used on a longer term
basis to support expanded activities.



                                       16
<PAGE>

         SAVINGS DEPOSITS. The Bank offers several types of savings programs to
attract short term and long term savings deposits, including passbook, various
NOW accounts, money market deposit accounts and a variety of fixed-rate, money
market certificates. Deposit account terms vary according to the minimum balance
required, the time periods the funds must remain on deposit and the interest
rate, among other factors. The Bank's savings deposits are obtained
predominantly from the areas near its office locations. The Bank relies
primarily on customer service and long-standing relationships with customers to
attract and retain these savings deposits; however, market interest rates and
rates offered by competing financial institutions significantly affect the
Bank's ability to attract and retain savings deposits. Certificate accounts in
excess of $100,000 are not actively solicited by the Bank nor does the Bank use
brokers to obtain savings deposits. At June 30, 2002, the Bank had approximately
$132.1 million outstanding in savings deposits.

         The ability to pay competitive rates on insured savings deposits has
allowed the Bank to be more aggressive in obtaining funds and has given it more
flexibility to minimize net deposit outflows. However, competitive interest
rates have also resulted in a more volatile cost of funds.

         The following table sets forth the distribution of the Bank's deposit
accounts at the dates indicated and the weighted average interest rates on each
category of savings deposits presented.

<TABLE>
<CAPTION>
                                                                        AT JUNE 30,
                                                                        -----------
                                               2002                         2001                         2000
                                     --------------------------   -------------------------    -------------------------
                                              PERCENT  WEIGHTED           PERCENT  WEIGHTED            PERCENT  WEIGHTED
                                              OF TOTAL  AVERAGE           OF TOTAL  AVERAGE            OF TOTAL  AVERAGE
                                     AMOUNT   DEPOSITS   RATE     AMOUNT  DEPOSITS   RATE      AMOUNT  DEPOSITS   RATE
                                     ------   --------   ----     ------  --------   ----      ------  --------   ----
                                                                  (Dollars in thousands)
<S>                                 <C>          <C>             <C>         <C>             <C>          <C>      <C>
Noninterest-bearing NOW accounts    $ 7,048      5.3 %       - % $  6,918    5.4 %       - % $  6,592      5.7 %       - %
Interest-bearing NOW accounts         9,840      7.5      1.03     10,272    8.0      2.02      8,944      7.8      2.01
Money market demand accounts         10,760      8.2      2.09      9,460    7.4      3.11     10,752      9.3      3.24
Passbook accounts                    41,923     31.7      2.00     35,396   27.6      2.50     37,447     32.4      2.50
Certificates of deposit              62,511     47.3      3.63     66,161   51.6      5.56     51,759     44.8      5.09
                                   --------    -----      ----   --------  -----      ----   --------    -----      ----
  Total                            $132,082    100.0 %    2.60 % $128,207  100.0 %    3.55 % $115,494    100.0 %    3.55 %
                                   ========    =====             ========  =====             ========    =====
</TABLE>

         The following table presents the savings deposit activity of the Bank
for the periods indicated.

<TABLE>
<CAPTION>
                                                                           FOR THE YEAR ENDED JUNE 30,
                                                                           ---------------------------
                                                              2002                  2001               2000
                                                              ----                  ----               ----
                                                                              (Dollars in thousands)
<S>                                                       <C>                   <C>                <C>
Deposits                                                  $   312,483           $  300,199         $   320,503
Withdrawals                                                  (312,996)            (291,734)           (332,933)
                                                          -----------           ----------         -----------
Deposits in excess of (less than) withdrawals                    (513)               8,465             (12,430)
Interest credited                                               4,388                4,248               4,007
                                                          -----------           ----------         -----------
  Total increase (decrease) in savings deposits           $     3,875           $   12,713         $    (8,423)
                                                          ===========           ==========         ===========
</TABLE>





                                       17
<PAGE>


         At June 30, 2002, the Bank had $9.7 million in certificate accounts
with a balance of $100,000 or greater maturing as follows:

<TABLE>
<CAPTION>
                                                                                               WEIGHTED
                                                                       AMOUNT                AVERAGE RATE
                                                                       ------                ------------
                                                                            (Dollars in thousands)
<S>                                                                   <C>                        <C>
                      Maturity Period
                      ---------------
                      Within three months                             $     2,033                4.33 %
                      After three but within six months                     4,495                2.89
                      After six but within 12 months                          802                2.86
                      After 12 months                                       2,383                4.32
                                                                      -----------                ----
                        Total                                         $     9,713                3.54 %
                                                                      -----------                ----
</TABLE>

         The following table sets forth the amount of certificates of deposit
outstanding at the dates indicated and the remaining period to maturity of the
certificates of deposit outstanding at June 30, 2002.

<TABLE>
<CAPTION>
                                 PERIOD TO MATURITY AT JUNE 30, 2002
                                 -----------------------------------
                                                  ONE TO      MORE THAN                 TOTAL AT JUNE 30,
                                LESS THAN         THREE        THREE TO        --------------------------------
     INTEREST RATE RANGE        ONE YEAR          YEARS      FIVE YEARS        2002         2001           2000
     -------------------        --------          -----      ----------        ----         ----           ----
                                                           (In thousands)
<S>                             <C>             <C>          <C>            <C>          <C>           <C>
     4.00% and below            $    35,222     $  9,443     $       428    $  45,093    $   1,755     $    411
     4.01% to 5.00%                   2,071        3,884              77        6,032       16,028       26,280
     5.01% to 6.00%                   6,295        2,378              65        8,738       25,701       18,243
     6.01% to 7.00%                   2,648            -               -        2,648       22,677        6,825
                                -----------     --------     -----------    ---------    ---------     --------
       Total                    $    46,236     $ 15,705     $       570    $  62,511    $  66,161     $ 51,759
                                ===========     ========     ===========    =========    =========     ========
</TABLE>


         BORROWINGS. Although savings deposits are the primary source of funds
for the Bank's lending and investment activities and for its general business
purposes, the Bank has in the past relied upon advances from the FHLB of Chicago
and, to a lesser extent, reverse repurchase agreements, to supplement its supply
of funds and to meet deposit withdrawal requirements. The Bank may obtain
advances from the FHLB of Chicago on the security of the capital stock of the
FHLB of Chicago it owns and certain of its home mortgage loans and/or
mortgage-backed and investment securities provided certain standards related to
creditworthiness have been met. Such advances are made pursuant to several
different credit programs. Each credit program has its own interest rate and
range of maturities, and the FHLB of Chicago prescribes acceptable uses to which
the advances pursuant to each program may be used as well as limitations on the
size of such advances. Depending on the program, such limitations are based
either on a fixed percentage of assets or the Bank's creditworthiness. The FHLB
is required to review its credit limitations and standards at least once every
six months. FHLB advances have from time to time been used to meet the Bank's
liquidity needs. At June 30, 2002, the Bank had $61.0 million in FHLB of Chicago
borrowings. Certain advances are callable by the FHLB as follows: $13,000,000 in
advances due in 2008 are callable quarterly beginning June 2001; $8,000,000 in
advances due in 2005 are callable quarterly beginning May 2002; and $12,000,000
in advances due in 2008 have a one time call date of June 19, 2003. The Company
also has the capability to borrow additional funds upon complying with the FHLB
of Chicago's collateral requirements.




                                       18
<PAGE>

         The Bank at times sells securities under agreements to repurchase,
which transactions are treated as financings, and the obligation to repurchase
the securities sold is reflected as a liability in the statements of financial
condition. The dollar amount of securities underlying the agreements remains in
the asset account and are held in safekeeping. There were no securities sold
under agreements to repurchase outstanding at or during fiscal years 2002, 2001,
and 2000.

         The following table sets forth certain information regarding borrowings
at the dates and for the periods indicated:

<TABLE>
<CAPTION>
                                                                                    AT OR FOR THE YEAR ENDED JUNE 30,
                                                                                    ---------------------------------
                                                                                    2002          2001           2000
                                                                                    ----          ----           ----
                                                                                          (Dollars in thousands)
<S>                                                                             <C>           <C>           <C>
FHLB of Chicago advances:
   Maximum amount outstanding at any month-end during the year                  $ 61,000      $   70,000    $   66,000
   Average daily balance outstanding                                              59,590          62,401        55,556
   Balance outstanding at end of year                                             61,000          61,000        66,000
   Weighted average daily interest rate during the year                             4.95%          6.05%          5.77%
   Weighted average interest rate at end of year                                    4.68%          5.38%          6.10%
</TABLE>


PERSONNEL

         At June 30, 2002, the Bank employed 44 full time and 16 part time
employees. At June 30, 2002, 48% of the Bank's full time employees had been with
the Bank for more than ten years. The employees are not represented by a
collective bargaining unit, and the Bank considers its relationship with its
employees to be good. The Bank seeks to compensate its personnel at a level
competitive with its savings institution peers in order to retain highly
qualified employees.

IMPACT OF NEW ACCOUNTING STANDARDS

         In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS (Statement 144), which addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. While Statement No. 144 supersedes FASB Statement 121, ACCOUNTING FOR
THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF,
it retains many of the fundamental provisions of that Statement. Statement 144
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. Statement 144 also supersedes the accounting and
reporting provisions of APB Opinion No. 30, REPORTING THE RESULTS OF
OPERATIONS-REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS, for
the disposal of a segment of a business. However, it retains the requirement in
Opinion 30 to report separately discontinued operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment, or in a distribution to owners) or is classified as held for sale.
Assets to be disposed of are reported at the



                                       19
<PAGE>

lower of the carrying amount or fair value, less costs to sell. The Company's
adoption of Statement 144, effective July 1, 2002, is not expected to have a
material impact on the Company's financial condition or results of operations.


                           FEDERAL AND STATE TAXATION

FEDERAL TAXATION

         GENERAL. The following is a discussion of material federal income tax
matters and does not purport to be a comprehensive description of the federal
income tax rules applicable to the Bank or the Company. The Bank has not been
audited by the IRS during the last five years. For federal income tax purposes,
the Company and the Bank file consolidated income tax returns. The Company and
the Bank report their income on a fiscal year basis using the accrual method of
accounting and are subject to federal income taxation in the same manner as
other corporations with some exceptions, including particularly the Bank's tax
reserve for bad debts, discussed below.

         TAX BAD DEBT RESERVES. The Bank, as a "small bank" (one with assets
having an adjusted tax basis of $500 million or less) is permitted to maintain a
reserve for bad debts with respect to its qualifying loans, which, in general,
are loans secured by certain interests in real property, and to make, within
specified formula limits, annual additions to the reserve which are deductible
for purposes of computing the Bank's taxable income. Pursuant to the 1996 Tax
Act, the Bank is now required to recapture (take into income) over a multi-year
period a portion of the balance of its bad debt reserve as of July 31, 1996
equal to $500,000, which will require the Bank to report an additional tax
liability of $194,000. This liability has already been provided for and will not
have an adverse impact on the Bank's financial condition or results of
operations.

         DISTRIBUTIONS. To the extent that the Bank makes "non-dividend
distributions" to the Company, such distributions will be considered to have
been made from the Bank's "base year reserve," i.e., its reserves as of July 31,
1988 and then from the Bank's supplemental reserve for losses on loans, to the
extent thereof, and an amount based on the amount distributed (but not in excess
of the amount of such reserves) will be included in the Bank's income. The
balance of the Bank's tax bad debt reserve as of July 31, 1988 was $3,685,478.
The balance of the Bank's supplemental reserve for losses was $2,463,159.
Non-dividend distributions include distributions in excess of the Bank's current
and accumulated earnings and profits, as calculated for federal income tax
purposes, distributions in redemption of stock, and distributions in partial or
complete liquidation. Dividends paid out of the Bank's current or accumulated
earnings and profits will not be so included in the Bank's income.

         The amount of additional taxable income created from a non-dividend
distribution is an amount that, when reduced by the tax attributable to the
income, is equal to the amount of the distribution. Thus, if the Bank makes a
non-dividend distribution to the Company, approximately one and one-half times
the amount of such distribution (but not in excess of the amount of such
reserves) would be includable in income for federal income tax purposes,
assuming a 34% federal corporate income tax rate. The Bank does not intend to
make non-dividend distributions to the Company.




                                       20
<PAGE>

         CORPORATE ALTERNATIVE MINIMUM TAX. The Code imposes a tax ("AMT") on
alternative minimum taxable income ("AMTI") at a rate of 20%. Effective 2001,
AMTI can be offset by net operating loss carryovers. AMTI is also adjusted by
determining the tax treatment of certain items in a manner that negates the
deferral of income resulting from the regular tax treatment of those items. The
Bank does not expect to be subject to the AMT.

         ELIMINATION OF DIVIDENDS; DIVIDENDS RECEIVED DEDUCTION. The Company may
exclude from its income 100% of dividends received from the Bank as a member of
the same affiliated group of corporations. A 70% dividends received deduction
generally applies with respect to dividends received from domestic corporations
that are not members of such affiliated group, except that an 80% dividends
received deduction applies if the Company and the Bank own more than 20% of the
stock of a corporation paying a dividend.

STATE AND LOCAL TAXATION

         The Bank may file a combined Illinois income tax return with the
Company. For Illinois income tax purposes, the Bank is taxed at an effective
rate equal to 7.18% of Illinois Taxable Income. For these purposes, "Illinois
Taxable Income" generally means federal taxable income, subject to certain
adjustments (including the addition of interest income on state and municipal
obligations and the exclusion of interest income on United States Treasury
obligations). The exclusion of income on United States Treasury obligations has
the effect of reducing the Illinois Taxable Income of the Bank. As of June 30,
2002, the Bank has approximately $3.2 million of Illinois' net loss deduction
carry forward that can be utilized to reduce Illinois taxable income in the
future, which will expire in varing amounts through July 31, 2015.

         As an Illinois holding company, the Company pays an annual franchise
tax to the State of Illinois.

         The Company files a combined Illinois income tax return with the Bank.
The Company is taxed at an effective rate equal to 7.18% of Illinois taxable
income as defined above.


                                   REGULATION

GENERAL

         The Bank is subject to extensive regulation, examination, and
supervision by the OTS, as its chartering agency, and the FDIC, as its deposit
insurer. The Bank's deposit accounts are insured up to applicable limits by the
SAIF administered by the FDIC, and the Bank is a member of the FHLB of Chicago.
The Bank must file reports with the OTS and the FDIC concerning its activities
and financial condition, and it must obtain regulatory approvals prior to
entering into certain transactions, such as mergers with, or acquisitions of,
other depository institutions. The OTS and the FDIC conduct periodic
examinations to assess the Bank's compliance with various regulatory
requirements. This regulation and supervision establishes a comprehensive
framework of activities in which a savings association can engage and is
intended primarily for the protection of the insurance fund and depositors. The
Company,


                                       21
<PAGE>

as a savings association holding company, is also required to file certain
reports with, and otherwise comply with, the rules and regulations of the OTS.

         The OTS and the FDIC have significant discretion in connection with
their supervisory and enforcement activities and examination policies, including
policies with respect to the classification of assets and the establishment of
adequate loan loss reserves for regulatory purposes. Any change in such
policies, whether by the OTS, the FDIC or the Congress, could have a material
adverse impact on the Company, the Bank and the operations of both.

         On November 12, 1999, President Clinton signed into law landmark
financial services legislation, titled the Gramm-Leach-Bliley Act ("GLB Act").
The GLB Act repeals depression-era laws restricting affiliations among banks,
securities firms, insurance companies and other financial services providers.
The impact of the GLB Act on the Company and the Bank, where relevant, is
discussed throughout the regulation section below.

         The following discussion is intended to be a summary of the material
statutes and regulations applicable to savings associations and their holding
companies, and it does not purport to be a comprehensive description of all such
statutes and regulations.

REGULATION OF FEDERAL SAVINGS ASSOCIATIONS

         BUSINESS ACTIVITIES. The Bank derives its lending and investment powers
from the Home Owners' Loan Act, as amended (the "HOLA"), and the regulations of
the OTS thereunder. Under these laws and regulations, the Bank may invest in
mortgage loans secured by residential and commercial real estate, commercial and
consumer loans, certain types of debt securities, and certain other assets. The
Bank may also establish service corporations that may engage in activities not
otherwise permissible for the Bank, including certain real estate equity
investments and securities and insurance brokerage. These investment powers are
subject to various limitations, including (a) a prohibition against the
acquisition of any corporate debt security that is not rated in one of the four
highest rating categories; (b) a limit of 400% of an association's capital on
the aggregate amount of loans secured by non-residential real estate property;
(c) a limit of 20% of an association's assets on the aggregate amount of
commercial loans; (d) a limit of 35% of an association's assets on the aggregate
amount of consumer loans and acquisitions of certain debt securities; (e) a
limit of 5% of assets on nonconforming loans (loans in excess of the specific
limitations of the HOLA); and (f) a limit of the greater of 5% of assets or an
association's capital on certain construction loans made for the purpose of
financing what is or is expected to become residential property.

         LOANS TO ONE BORROWER. Under the HOLA, savings associations are
generally subject to the same limits on loans to one borrower as are imposed on
national banks. Generally, under these limits, a savings association may not
make a loan or extend credit to a single or related group of borrowers in excess
of 15% of the association's unimpaired capital and surplus. Additional amounts
may be lent, not in excess of 10% of unimpaired capital and surplus, if such
loans or extensions of credit are fully secured by readily marketable
collateral. At June 30, 2002, the Bank's regulatory limit on loans to one
borrower was $4.4 million. At June 30, 2002, the two largest dollar amounts
outstanding to one borrower or group


                                       22
<PAGE>

of related borrowers were each approximately $495,000. The Bank is in compliance
with all applicable limitations on loans to one borrower.

         QTL TEST. The HOLA requires a savings association to meet a qualified
thrift lender, or "QTL" test. Under the QTL test, a savings association is
required to maintain at least 65% of its "portfolio assets" in certain
"qualified thrift investments" in at least nine months of the most recent
12-month period. "Portfolio assets" means, in general, an association's total
assets less the sum of (a) specified liquid assets up to 20% of total assets,
(b) certain intangibles, including goodwill and credit card and purchased
mortgage servicing rights, and (c) the value of property used to conduct the
association's business. "Qualified thrift investments" includes various types of
loans made for residential and housing purposes, investments related to such
purposes, including certain mortgage-backed and related securities, consumer
loans, small business loans, education loans, and credit card loans. At June 30,
2002, the Bank maintained 99% of its portfolio assets in qualified thrift
investments. The Bank had also met the QTL test in each of the prior 12 months
and was, therefore, a qualified thrift lender. A savings association may also
satisfy the QTL test by qualifying as a "domestic building and loan association"
as defined in the Internal Revenue Code of 1986. A savings association that
fails the QTL test must either operate under certain restrictions on its
activities or convert to a bank charter.

         CAPITAL REQUIREMENTS. The OTS regulations require savings associations
to meet three minimum capital standards: a tangible capital ratio requirement of
1.5% of total assets as adjusted under the OTS regulations, a leverage ratio
requirement of 3% of core capital to such adjusted total assets and a risk-based
capital ratio requirement of 8% of total risk-based capital to total
risk-weighted assets. In determining compliance with the risk-based capital
requirement, a savings association must compute its risk-weighted assets by
multiplying its assets and certain off balance sheet items by risk weights,
which range from 0% for cash and obligations issued by the United States
Government or its agencies to 100% for consumer and commercial loans, as
assigned by the OTS capital regulation based on the risks OTS believes are
inherent in the type of asset. Tangible capital is defined, generally, as common
stockholders' equity (including retained earnings), certain noncumulative
perpetual preferred stock and related earnings and minority interests in equity
accounts of fully consolidated subsidiaries, less intangibles (other than
certain purchased mortgage servicing rights) and investments in and loans to
subsidiaries engaged in activities not permissible for a national bank. Core
capital is defined similarly to tangible capital, but core capital also includes
certain qualifying supervisory goodwill and certain purchased credit card
relationships. Supplementary capital currently includes cumulative and other
perpetual preferred stock, mandatory convertible securities, subordinated debt
and intermediate preferred stock and the allowance for loan and lease losses.
The allowance for loan and lease losses includable in supplementary capital is
limited to a maximum of 1.25% of risk-weighted assets, and the amount of
supplementary capital that may be included as total capital cannot exceed the
amount of core capital.

         At June 30, 2002, the Bank met each of its capital requirements.




                                       23
<PAGE>


         The table below presents the Bank's regulatory capital as compared to
the OTS regulatory capital requirements at June 30, 2002.
<TABLE>
<CAPTION>
                                                                                                    EXCESS OF BANK
                                                                          OTS CAPITAL             CAPITAL OVER OTS
                                              BANK CAPITAL               REQUIREMENTS           CAPITAL REQUIREMENT
                                              ------------               ------------           -------------------
                                         AMOUNT        PERCENT        AMOUNT       PERCENT       AMOUNT        PERCENT
                                         ------        -------        ------       -------       ------        -------
                                                                     (Dollars in thousands)
<S>                                     <C>               <C>        <C>              <C>       <C>                <C>
         Tangible capital               $   23,812        10.66 %    $   3,350        1.50 %    $   20,462         9.16 %
         Core capital                       23,812        10.66          6,699        3.00          17,113         7.66
         Risk-based capital                 24,112        22.83          8,449        8.00          15,663        14.83
</TABLE>


         A reconciliation between the Bank's regulatory capital and
stockholder's equity at June 30, 2002 is presented below.

<TABLE>
<CAPTION>
                                                               TANGIBLE            CORE          RISK-BASED
                                                                CAPITAL           CAPITAL           CAPITAL
                                                                -------           -------           -------
                                                                           (Dollars in thousands)
<S>                                                           <C>              <C>              <C>
       Stockholder's equity...........................        $   24,061       $   24,061       $     24,061
       Unrealized gain on mortgage-backed and
           other investment securities available-for-
           sale, net of tax...........................              (249)            (249)              (249)
       Allowance for loan losses......................                 -                -                300
                                                              ----------       ----------       ------------
       Regulatory capital.............................        $   23,812       $   23,812       $     24,112
                                                              ==========       ==========       ============
</TABLE>


         LIMITATION ON CAPITAL DISTRIBUTIONS. Under OTS capital distribution
regulations, certain savings associations are permitted to pay capital
distributions during a calendar year that do not exceed the association's net
income for that year plus its retained net income for the prior two years,
without notice to, or the approval of, the OTS. However, a savings association
subsidiary of a savings and loan holding company, such as the Bank, is required
to file a notice unless the specific capital distribution requires an
application. In addition, the OTS can prohibit a proposed capital distribution,
otherwise permissible under the regulation, if the OTS has determined that the
association is in need of more than normal supervision or if it determines that
a proposed distribution by an association would constitute an unsafe or unsound
practice. Furthermore, under the OTS prompt corrective action regulations, the
Bank would be prohibited from making any capital distribution if, after the
distribution, the Bank failed to meet its minimum capital requirements, as
described below. See "Prompt Corrective Regulatory Action."

         LIQUIDITY. The Bank's primary sources of funds are savings deposits,
principal and interest payments on loans and mortgage-backed securities, and
borrowings from the Federal Home Loan Bank ("FHLB"). While maturities and
scheduled amortization of loans and mortgage-backed securities provide an
indication of the timing of the receipt of funds, changes in interest rates,
economic conditions and competition strongly influence mortgage prepayment rates
and savings deposit flows, reducing the predictability of the timing of sources
of funds.



                                       24
<PAGE>

         Congress eliminated the statutory liquidity requirement, which required
federal savings associations to maintain a minimum amount of liquid assets of
between four and ten percent, as determined by the Director of the Office of
Thrift Supervision ("OTS"), the Bank's primary federal regulator. The OTS
recently conformed its implementing regulations to reflect this statutory
change. Under the revised regulations, the Bank is required to maintain
sufficient liquidity to ensure its safe and sound operation. The levels of the
Bank's short-term liquid assets are dependent on the Bank's operating, financing
and investing activities during any given period.

         ASSESSMENTS. Savings associations are required by OTS regulation to pay
assessments to the OTS to fund the operations of the OTS. The general
assessment, paid on a semiannual basis, is computed by totaling three
components: the size of the association on which the basic assessment is based;
the association's supervisory condition, which would result in an additional
assessment based on a percentage of the basic assessment for any savings
institution with a composite rating of 3, 4 or 5 in its most recent safety and
soundness examination; and the complexity of the association's operations, which
would result in an additional assessment based on a percentage of the basic
assessment for any savings association that managed over $1.0 billion in trust
assets, serviced for others loans aggregating more than $1.0 billion, or had
certain off-balance sheet assets aggregating more than $1.0 billion.

         BRANCHING. Subject to certain limitations, the HOLA and the OTS
regulations permit federally chartered savings associations to establish
branches in any state of the United States. The authority to establish such
branches is available (a) in states that expressly authorize branches of savings
associations located in another state or (b) to an association that either
satisfies the "QTL" test for a qualified thrift lender or qualifies as a
"domestic building and loan association" under the Internal Revenue Code of
1986, which imposes qualification requirements similar to those for a "qualified
thrift lender" under the HOLA. See "QTL Test." The authority for a federal
savings association to establish an interstate branch network would facilitate a
geographic diversification of the association's activities. This authority under
the HOLA and the OTS regulations preempts any state law purporting to regulate
branching by federal savings associations.

         COMMUNITY REINVESTMENT. Under the Community Reinvestment Act (the
"CRA"), as implemented by OTS regulations, a savings association has a
continuing and affirmative obligation consistent with its safe and sound
operation to help meet the credit needs of its entire community, including low
and moderate income neighborhoods. The CRA does not establish specific lending
requirements or programs for financial institutions nor does it limit an
institution's discretion to develop the types of products and services that it
believes are best suited to its particular community, consistent with the CRA.
The CRA requires the OTS, in connection with its examination of a savings
association, to assess the association's record of meeting the credit needs of
its community and to take such record into account in its evaluation of certain
applications by such association. The CRA also requires all institutions to make
public disclosure of their CRA ratings. The Bank received a "Satisfactory" CRA
rating in its most recent examination.

         The CRA regulations establish an assessment system that bases an
association's rating on its actual performance in meeting community needs. In
particular, the assessment system focuses on three tests: (a) a lending test, to
evaluate the institution's record of making loans in its assessment areas; (b)
an investment test, to evaluate the institution's record of investing in
community development projects,


                                       25
<PAGE>

affordable housing, and programs benefiting low or moderate income individuals
and businesses; and (c) a service test, to evaluate the institution's delivery
of services through its branches, ATMs and other offices.

         TRANSACTIONS WITH RELATED PARTIES. The Bank's authority to engage in
transactions with its "affiliates" is limited by the OTS regulations and by
Sections 23A and 23B of the Federal Reserve Act (the "FRA"). The OTS regulations
also prohibit a savings association (a) from lending to any of its affiliates
that is engaged in activities that are not permissible for bank holding
companies under Section 4(c) of the BHC Act and (b) from purchasing the
securities of any affiliate other than a subsidiary. Section 23A limits the
aggregate amount of transactions with any individual affiliate to 10% of the
capital and surplus of the savings association and also limits the aggregate
amount of transactions with all affiliates to 20% of the savings association's
capital and surplus. Extensions of credit to affiliates are required to be
secured by collateral in an amount and of a type described in Section 23A, and
the purchase of low quality assets from affiliates is generally prohibited.
Section 23B provides that certain transactions with affiliates, including loans
and asset purchases, must be on terms and under circumstances, including credit
standards, that are substantially the same or at least as favorable to the
association as those prevailing at the time for comparable transactions with
nonaffiliated companies. In the absence of comparable transactions, such
transactions may only occur under terms and circumstances, including credit
standards that in good faith would be offered to or would apply to nonaffiliated
companies.

         The Bank's authority to extend credit to its directors, executive
officers, and 10% shareholders, as well as to entities controlled by such
persons, is currently governed by the requirements of Sections 22(g) and 22(h)
of the FRA and Regulation O of the FRB thereunder. Among other things, these
provisions require that extensions of credit to insiders (a) be made on terms
that are substantially the same as, and follow credit underwriting procedures
that are not less stringent than, those prevailing for comparable transactions
with unaffiliated persons and that do not involve more than the normal risk of
repayment or present other unfavorable features and (b) not exceed certain
limitations on the amount of credit extended to such persons, individually and
in the aggregate, which limits are based, in part, on the amount of the
association's capital. In addition, extensions of credit in excess of certain
limits must be approved by the association's board of directors.

         ENFORCEMENT. Under the Federal Deposit Insurance Act (the "FDI Act"),
the OTS has primary enforcement responsibility over savings associations and has
the authority to bring enforcement action against all "institution affiliated
parties," including any controlling stockholder or any stockholder, attorney,
appraiser or accountant who knowingly or recklessly participates in any
violation of applicable law or regulation or breach of fiduciary duty or certain
other wrongful actions that causes or is likely to cause more than a minimal
loss or other significant adverse effect on an insured savings association. This
enforcement authority includes among other things, the ability to assess civil
monetary penalties, to issue cease and desist orders and to remove directors and
officers. In addition, regulators have substantial discretion to take
enforcement action against an institution that fails to comply with its
regulatory requirements, particularly with respect to its capital requirements.
Possible enforcement actions range from the imposition of a capital plan and
capital directive to receivership, conservatorship or the termination of deposit
insurance. Under the FDI Act, the FDIC has the authority to recommend to the



                                       26
<PAGE>


Director of OTS that enforcement action be taken with respect to a particular
savings association. If action is not taken by the Director of the OTS, the FDIC
has authority to take such action under certain circumstances.

         STANDARDS FOR SAFETY AND SOUNDNESS. Pursuant to the FDI Act, as amended
by FDICIA and the Riegle Community Development and Regulatory Improvement Act of
1994 (the "Community Development Act"), the OTS and the federal bank regulatory
agencies have adopted, a set of guidelines prescribing safety and soundness
standards pursuant to FDICIA, as amended. The guidelines establish general
standards relating to internal controls and information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, asset quality, earnings standards, and compensation, fees and benefits.
In general, the guidelines require, among other things, appropriate systems and
practices to identify and manage the risks and exposures specified in the
guidelines. The guidelines prohibit excessive compensation as an unsafe and
unsound practice. In addition, the OTS adopted regulations that authorize, but
do not require, the OTS to order an institution that has been given notice by
the OTS that it is not satisfying any of such safety and soundness standards to
submit a compliance plan. If, after being so notified, an institution fails to
submit an acceptable compliance plan or fails in any material respect to
implement an accepted compliance plan, the OTS must issue an order directing
action to correct the deficiency and may issue an order directing other actions
of the types to which an undercapitalized association is subject under the
"prompt corrective action" provisions of FDICIA. If an institution fails to
comply with such an order, the OTS may seek to enforce such order in judicial
proceedings and to impose civil money penalties.

         REAL ESTATE LENDING STANDARDS. The OTS and the other federal banking
agencies adopted regulations to prescribe standards for extensions of credit
that (a) are secured by real estate or (b) are made for the purpose of financing
the construction of improvements on real estate. The OTS regulations require
each savings association to establish and maintain written internal real estate
lending standards that are consistent with safe and sound banking practices and
appropriate to the size of the association and the nature and scope of its real
estate lending activities. The standards also must be consistent with
accompanying OTS guidelines, which include loan-to-value ratios for the
different types of real estate loans. Associations are also permitted to make a
limited amount of loans that do not conform to the proposed loan-to-value
limitations so long as such exceptions are reviewed and justified appropriately.
The guidelines also list a number of lending situations in which exceptions to
the loan-to-value standards are justified.

         PROMPT CORRECTIVE REGULATORY ACTION. Under the OTS prompt corrective
action regulations, the OTS is required to take certain, and is authorized to
take other, supervisory actions against undercapitalized savings associations.
For this purpose, a savings association would be placed in one of the following
five categories based on the association's capital:

o        Well capitalized;
o        Adequately capitalized;
o        Under capitalized;
o        Significantly undercapitalized; or
o        Critically undercapitalized.



                                       27
<PAGE>

         The elements of an association's capital for purposes of the prompt
corrective action regulations are defined generally as they are under the
regulations for minimum capital requirements. At June 30, 2002, the Bank met the
criteria for being considered "well-capitalized".

         When appropriate, the OTS can require corrective action by a savings
association holding company under the "prompt corrective action" provisions of
FDICIA.

         INSURANCE OF DEPOSIT ACCOUNTS. The Bank is a member of the SAIF, and
the Bank pays its deposit insurance assessments to the SAIF. The FDIC also
maintains another insurance fund, the BIF, which primarily insures the deposits
of banks and state chartered savings banks.

         Pursuant to FDICIA, the FDIC established a risk based assessment system
for determining the deposit insurance assessments to be paid by insured
depositary institutions. Under the assessment system, the FDIC assigns an
institution to one of three capital categories based on the institution's
financial information as of the quarter ending three months before the beginning
of the assessment period. The three capital categories consist of (a)
well-capitalized, (b) adequately capitalized or (c) undercapitalized. The FDIC
also assigns an institution to one of three supervisory subcategories within
each capital group. The supervisory subgroup to which an institution is assigned
is based on a supervisory evaluation provided to the FDIC by the institution's
primary federal regulator and information that the FDIC determines to be
relevant to the institution's financial condition and the risk posed to the
deposit insurance funds. An institution's assessment rate depends on the capital
category and supervisory category to which it is assigned. Under the regulation,
there are nine assessment risk classifications (i.e., combinations of capital
groups and supervisory subgroups) to which different assessment rates are
applied. Assessment rates currently range from 0.0% of deposits for an
institution in the highest category (i.e., well capitalized and financially
sound, with no more than a few minor weaknesses) to 0.27% of deposits for an
institution in the lowest category (i.e., undercapitalized and substantial
supervisory concern). The FDIC is authorized to raise the assessment rates as
necessary to maintain the required reserve ratio of 1.25%. As a result of the
Deposit Insurance Funds Act of 1996 (the "1996 Act"), both the BIF and the SAIF
currently satisfy the reserve ratio requirement.

         The 1996 Act also provides that the FDIC cannot assess regular
insurance assessments for an insurance fund unless required to maintain or to
achieve the designated reserve ratio of 1.25%, except on those of its member
institutions that are not classified as "well capitalized" or that have been
found to have "moderately severe" or "unsatisfactory" financial, operational or
compliance weaknesses. The Bank has not been so classified by the FDIC or the
OTS.

         In addition, the 1996 Act expanded the assessment base for the payments
on the bonds (the "FICO bonds") issued in the late 1980s by the Financing
Corporation to recapitalize the now defunct Federal Savings and Loan Insurance
Corporation to include the deposits of both BIF- and SAIF-insured institutions
beginning January 1, 1997. Both BIF and SAIF-insured deposits are assessed the
same FICO rates.

         Under the FDI Act, insurance of deposits may be terminated by the FDIC
upon a finding that the institution has engaged in unsafe or unsound practices,
is in an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by the FDIC or


                                       28
<PAGE>

the OTS. The management of the Bank does not know of any practice, condition or
violation that might lead to termination of deposit insurance.

         FEDERAL HOME LOAN BANK SYSTEM. The Bank is a member of the FHLB of
Chicago, which is one of the regional Federal Home Loan Banks composing the
Federal Home Loan Bank System. Each Federal Home Loan Bank provides a central
credit facility primarily for its member institutions. The Bank, as a member of
the FHLB of Chicago, is required to acquire and hold shares of capital stock in
the FHLB of Chicago in an amount equal to 1% of the aggregate principal amount
of its unpaid residential mortgage loans, home-purchase contracts and similar
obligations, but not less than $500. The Bank was in compliance with this
requirement with an investment in the capital stock of the FHLB of Chicago at
June 30, 2002, of $3.9 million. Any advances from a Federal Home Loan Bank must
be secured by specified types of collateral, and all long term advances may be
obtained only for the purpose of providing funds for residential housing
finance.

         The Federal Home Loan Banks are required to provide funds for the
resolution of insolvent thrifts and to contribute funds for affordable housing
programs. These requirements could reduce the amount of earnings that the
Federal Home Loan Banks can pay as dividends to their members and could also
result in the Federal Home Loan Banks imposing a higher rate of interest on
advances to their members. The Bank earned dividends on the FHLB of Chicago
capital stock in amounts equal to $210,000, $259,000, and $198,000,
respectively, during the fiscal years ended June 30, 2002, 2001, and 2000. If
dividends were reduced, or interest on future Federal Home Loan Bank advances
increased, the Bank's net interest income would be affected.

         Under the GLB Act, membership in the Federal Home Loan Bank System is
now voluntary for all federally-chartered savings associations, such as the
Bank. The GLB Act also replaces the existing redeemable stock structure of the
Federal Home Loan Bank System with a capital structure that requires each
Federal Home Loan Bank to meet a leverage limit and a risk-based permanent
capital requirement. Two classes of stock are authorized: Class A (redeemable on
6-months notice) and Class B (redeemable on 5-years notice). The board of
directors of each Federal Home Loan Bank must submit for Federal Housing Finance
Board ("FHFB") approval a capital plan that the FHFB determines is best-suited
for the Federal Home Loan Bank and its members. The capital plan for the FHLB of
Chicago was approved on June 12, 2002, but is not yet effective.

         FEDERAL RESERVE SYSTEM. The Bank is subject to provisions of the FRA
and the FRB's regulations pursuant to which depositary institutions may be
required to maintain non-interest-earning reserves against their deposit
accounts and certain other liabilities. Currently, reserves must be maintained
against transaction accounts (primarily NOW and regular checking accounts). The
FRB regulations generally require that reserves be maintained in the amount of
3% of the aggregate of transaction accounts up to $41.3 million. The amount of
aggregate transaction accounts in excess of $41.3 million are currently subject
to a reserve ratio of 10%, which ratio the FRB may adjust between 8% and 12%.
The FRB regulations currently exempt $5.7 million of otherwise reservable
balances from the reserve requirements, which exemption is adjusted by the FRB
at the end of each year. The Bank is in compliance with the foregoing reserve
requirements. Because required reserves must be maintained in the form of either
vault cash, a non-interest bearing account at a Federal Reserve Bank, or a
passthrough account as defined by the FRB, the effect of this reserve
requirement is to reduce the Bank's interest-


                                       29
<PAGE>

earning assets. The balances maintained to meet the reserve requirements imposed
by the FRB may be used to satisfy liquidity requirements imposed by the OTS.
Federal Home Loan Bank System members are also authorized to borrow from the
Federal Reserve "discount window," but FRB regulations require such institutions
to exhaust all Federal Home Loan Bank sources before borrowing from a Federal
Reserve Bank.

         PRIVACY REGULATIONS. Under OTS regulations adopted pursuant to the GLB
Act, the Bank is required to adopt procedures to protect customers' "nonpublic
personal information." The new regulations generally require that the Bank
disclose its privacy policy, including identifying with whom it shares a
customer's "nonpublic personal information," to customers at the time of
establishing the customer relationship and annually thereafter. In addition, the
Bank is required to provide its customers with the ability to "opt-out" of
having it share their personal information with unaffiliated third parties and
not to disclose account numbers or access codes to nonaffiliated third parties
for marketing purposes. The Bank currently has a privacy protection policy in
place, which has been reviewed, for compliance with the regulations.

REGULATION OF SAVINGS ASSOCIATION HOLDING COMPANIES

         The Company, is a non-diversified unitary savings bank holding company
within the meaning of the HOLA, as amended. As such, the Company is subject to
OTS regulations, examinations, supervision and reporting requirements. In
addition, the OTS has enforcement authority over the Company and its non-savings
association subsidiaries, if any. Among other things, this authority permits the
OTS to restrict or prohibit activities that are determined to be a serious risk
to the financial safety, soundness, or stability of a subsidiary savings
institution.

         The HOLA prohibits a savings association holding company, directly or
indirectly, or through one or more subsidiaries, from acquiring another savings
association or holding company thereof, without prior written approval of the
OTS; acquiring or retaining, with certain exceptions, more than 5% of a
non-subsidiary savings association, a non-subsidiary holding company, or a
non-subsidiary company engaged in activities other than those permitted by the
HOLA; or acquiring or retaining control of a depository institution that is not
insured by the FDIC. In evaluating an application by a holding company to
acquire a savings association, the OTS must consider the financial and
managerial resources and future prospects of the company and savings association
involved, the effect of the acquisition on the risk to the insurance funds, the
convenience and needs of the community and competitive factors.

         Laws governing savings and loan holding companies historically have
classified such entities based upon the number of thrift institutions, which
they control. The Company is classified as a unitary savings and loan holding
company because it only controls one thrift, the Bank. Under the GLB Act, any
company which becomes a unitary savings and loan holding company pursuant to a
charter application filed with the OTS after May 4, 1999 is prohibited from
engaging in non-financial activities or affiliating with non-financial
companies. All unitary savings and loan holding companies in existence prior to
May 4, 1999, such as the Company, are "grandfathered" under the GLB Act and may
continue to operate as a unitary savings and loan holding company without any
limitations in the types of business activities in which it can engage at the
holding company level, provided the Bank continues to satisfy the QTL Test.



                                       30
<PAGE>

         In addition, for grandfathered savings and loan holding companies, such
as the Company, the GLB Act also prohibits the sale of such entities to
nonfinancial companies. This prohibition is intended to restrict the transfer of
grandfathered rights to other entities and, thereby, prevent evasion of the
limitation on the creation of new unitary savings and loan holding companies.

         To the extent that the GLB Act permits banks, securities firms and
insurance companies to affiliate, the financial services industry may experience
further consolidation. This could result in a growing number of larger financial
institutions that offer a wider variety of financial services than the Company
currently offers and that can aggressively compete in the markets that the
Company currently serves.

OTHER FEDERAL REGULATION

         In response to the events of September 11, 2001, President George W.
Bush signed into law the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or
the USA PATRIOT Act, on October 26, 2001. The USA PATRIOT Act gives the federal
government new powers to address terrorist threats through enhanced domestic
security measures, expanded surveillance powers, increased information sharing,
and broadened anti-money laundering requirements. By way of amendments to the
Bank Secrecy Act, Title III of the USA PATRIOT Act takes measures intended to
encourage information sharing among bank regulatory agencies and law enforcement
bodies. Further, certain provisions of Title III impose affirmative obligations
on a broad range of financial institutions, including banks, thrifts, brokers,
dealers, credit unions, money transfer agents and parties registered under the
Commodity Exchange Act.

         Among other requirements, Title III of the USA PATRIOT Act imposes the
following requirements with respect to financial institutions: (1) establishment
of anti-money laundering programs; and (2) minimum standards with respect to
customer identification at the time new accounts are opened.

SARBANES-OXLEY ACT

         On July 31, 2002, President George W. Bush signed into law the
Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act implements a broad range of
corporate governance and accounting measures for public companies designed to
promote honesty and transparency in corporate America and better protect
investors from corporate wrongdoing. The Sarbanes-Oxley Act's principal
legislation includes:

o        the creation of an independent accounting oversight board;
o        auditor independence provisions which restrict non-audit services that
         accountants may provide to their audit clients;
o        additional corporate governance and responsibility measures, including
         the requirement that the chief executive officer and chief financial
         officer certify financial statements and the expansion of powers of
         audit committees;
o        expanded disclosure requirements, including accelerated reporting of
         stock transactions by insiders;
o        mandatory disclosure by analysts of potential conflicts of interest;
         and
o        a range of enhanced penalties for fraud and other violations.



                                       31
<PAGE>

         We do not believe that the Sarbanes-Oxley Act will have a material
adverse affect upon the Company's operations in the near term.

FEDERAL SECURITIES LAW

         The Company's Common Stock is registered with the SEC under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company is subject to information, proxy solicitation, insider trading
restrictions and other requirements under the Exchange Act.


ITEM  2.      PROPERTIES

         The Bank conducts its business through its corporate office and two
branch locations, as set forth in the following table.

<TABLE>
<CAPTION>
                                                                                                           NET BOOK
                                                                              DATE            LEASE        VALUE AT
                                                            LEASED OR      LEASED OR        EXPIRATION      JUNE 30,
                                                              OWNED         ACQUIRED           DATE           2002
                                                              -----         --------           ----           ----
                                                                                                         (In thousands)
<S>                                                           <C>          <C>            <C>             <C>
       Main Office:
         Old McHenry Road
         Long Grove, Illinois 60047                           Owned          1980             -----          $3,180

       Branches:
         1601 North Milwaukee Avenue
         Chicago, Illinois  60647                             Owned          1941             -----             208

         8301 West Lawrence
         Norridge Illinois  60656                             (1)            1976            4/2006(2)            9
</TABLE>

       _______________________________
       (1) Land leased, building owned by the Bank.
       (2) The Bank has two five-year renewal options.


ITEM  3. LEGAL PROCEEDINGS

         In the ordinary course of its operations, the Bank is a party to
routine litigation involving claims incidental to the savings bank business.
Management believes that no current litigation poses a substantial likelihood of
potential loss or exposure, which would have a material adverse effect on the
financial position of the Bank or the Company.





                                       32
<PAGE>


                                     PART II

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The information required by this Item is incorporated herein by
reference to the inside back cover of the Company's 2002 Annual Report to
Stockholders under the caption "Stockholder Information," which section is
included in Exhibit 13.1 to this Report.




                                       33
<PAGE>


ITEM 6.           SELECTED FINANCIAL DATA



FINANCIAL HIGHLIGHTS
(Dollars in thousands except per share data)

<TABLE>
<CAPTION>
                                                                                 AT OR FOR THE YEAR ENDED JUNE 30,
                                                                                 ---------------------------------
                                                                       2002        2001         2000          1999        1998
                                                                       ----        ----         ----          ----        ----
<S>                                                                  <C>         <C>          <C>           <C>         <C>
Selected Financial Condition Data:
   Total assets................................................      $227,382    $223,644     $215,674   $215,493      $220,604
   Loans receivable (net)......................................       173,741     170,188     155,187     138,517       115,472
   Allowance for loan losses...................................           300         300         300         300           300
   Mortgage-backed securities..................................        22,978      22,408      37,363      54,014        79,764
   Savings deposits............................................       132,082     128,207     115,494     123,917       123,835
   Borrowed funds..............................................        61,000      61,000      66,000      52,000        53,000
   Stockholders' equity........................................        29,233      28,082      28,612      34,722        38,094

Selected Financial Ratios:
    Bank Capital ratios: (1)
        Tangible...............................................         10.66%      10.14%      10.28%       12.78%        12.30%
        Core...................................................         10.66       10.14       10.28        12.78         12.30
        Risk-based.............................................         22.83       21.48       22.93        30.49         31.76
    Consolidated equity to assets at end of period.............         12.86       12.56       13.27        16.11         17.27
    Non-performing assets as a percent of total assets(2)......             -        0.05        0.15         0.09          0.16
    Allowance for loan losses as a percent of total loans......          0.17        0.18        0.19         0.22          0.26
    Allowance for loan losses as a percent of non-performing
    loans(2)...................................................             -      267.86      120.48       155.44         87.72

Selected Operating Data:
   Net interest income before provision for loan losses........         6,970       5,911       6,212        6,370         6,442
   Net income..................................................         1,027         955         459          818         1,180

Selected Financial Ratios:
    Return on average assets...................................          0.45        0.44        0.22         0.38          0.55
    Return on average stockholders' equity.....................          3.62        3.29        1.43         2.26          3.12
    Noninterest expense to average assets......................          2.48        2.61        2.77         2.47          2.47

Per Share Data:
    Basic earnings per share...................................       $  0.73    $   0.61   $    0.24     $   0.37      $   0.50
    Diluted earnings per share.................................          0.72        0.61        0.24         0.37          0.49
    Book value per share.......................................         19.37       18.14       16.40        15.29         15.16
    Cash dividends per share...................................          0.24        0.21        0.20            -             -
    Dividend payout ratio......................................         35.27%      36.77%      83.33%           -             -

Stock Quotes:
    High ......................................................        $18.020     $16.000     $15.063      $18.500       $23.938
    Low .......................................................         12.900      10.125      10.250       12.125        16.000
    At June 30.................................................         16.900      15.000      11.063       15.000        18.000
</TABLE>

_______________________________________________________________
(1) Fairfield Savings Bank, F.S.B. only.
(2) There were no non-performing assets as of June 30, 2002.



                                       34
<PAGE>


ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

         The information required by this Item is incorporated herein by
reference to the Company's 2002 Annual Report to Stockholders under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which section is included in Exhibit 13.1 to this Report.


ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information required by this Item is incorporated herein by
reference to the Company's 2002 Annual Report to Stockholders under the caption
"Quantitative and Qualitative Disclosures About Market Risk," which section is
included in Exhibit 13.1 to this Report.


ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required by this Item is incorporated herein by
reference to the Company's 2002 Annual Report to Stockholders under the captions
"Independent Auditors' Report," "Consolidated Financial Statements" and "Notes
to Consolidated Financial Statements," which sections are included in Exhibit
13.1 to this Report.


ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE.

         None

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following information included in the Company's Proxy Statement for
the 2002 Annual Meeting of Stockholders (the "Proxy Statement") is incorporated
herein by reference: "Election of Directors," "Nominees for Election as
Director," "Continuing Directors," "Executive Officers," and "Section 16(a)
Beneficial Ownership Reporting Compliance."


ITEM 11.          EXECUTIVE COMPENSATION

         The following information included in the Proxy Statement is
incorporated herein by reference: "Management Salary Compensation Committee
Report on Executive Compensation," "Compensation Committee Interlocks and
Insider Participation," "Performance Graph," "Directors' Compensation,"
"Executive Compensation," "Employment Agreements," and "Benefits."



                                       35
<PAGE>

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following information included in the Proxy Statement is
incorporated herein by reference: "Security Ownership of Certain Beneficial
Owners and Management-Principal Shareholders of the Company," and "Security
Ownership of Management."

         The following table sets forth the aggregate information of the
Company's equity compensation plans in effect as of June 30, 2002.

<TABLE>
<CAPTION>
                                                                                              Number of securities
                                      Number of securities                                  remaining available for
                                          to be issued         Weighted-average exercise  future issuance under equity
                                        upon exercise of         price of outstanding    compensation plans (excluding
                                      outstanding options,       options, warrants and      securities reflected in
      Plan category                    warrants and rights              rights                    column (a))
      -------------                    -------------------              ------                    -----------
<S>                                   <C>                     <C>                        <C>
                                               (a)                        (b)                         (c)
      Equity compensation plans
         approved by security
         holders.................               258,143                 $       15.55                      --

      Equity compensation plans
         not approved by
         security holders........                    --                            --                      --
                                             ----------                 -------------               ----------
           Total.................               258,143                 $       15.55                      --
                                             ==========                 =============               ==========
</TABLE>


ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The following information included in the Proxy Statement is
incorporated herein by reference: "Compensation of Directors and Executive
Officers - Transactions with Certain Related Persons."


                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
                  8-K

Listed below are all financial statements and exhibits filed as part of this
report:
         a.       Financial Statements, Schedules and Exhibits
         (1)      The consolidated balance sheets of Big Foot Financial Corp.
                  and subsidiary as of June 30, 2002 and 2001, and the related
                  consolidated statements of earnings, stockholders' equity, and
                  cash flows for the years ended June 30, 2002, 2001, and 2000
                  together with the related notes and the independent auditors'
                  report of KPMG LLP, independent certified public accountants.
         (2)      Schedules omitted as they are not applicable.
         (3)      See Exhibit Index on following page.


                                       36
<PAGE>

         b.       Reports on Form 8-K. The Company filed a current report on
                  Form 8-K on July 22, 2002, reporting the announcement of its
                  proposed acquisition by Midwest Bank Holding Inc. under item 5
                  - Other Events.



                                       37
<PAGE>


<TABLE>
<CAPTION>
         EXHIBIT NO.                                 DESCRIPTION
         -----------                                 -----------
<S>                                 <C>
              3.1                   Articles of Incorporation of Big Foot Financial Corp.(1)

              3.2                   Bylaws of Big Foot Financial Corp.(1)

              4.3                   Specimen of Stock Certificate of Big Foot Financial Corp.(1)

              10.1(a)               Employee Stock Ownership Plan of Big Foot Financial Corp.(1)

              10.1(b)               ESOP Trust Agreement dated as of December 19, 1996.(2)

              10.2                  Loan Agreement by and between Big Foot Financial Corp. Employee Stock Ownership Plan Trust
                                    and Big Foot Financial Corp.  Made and Entered Into as of December 19, 1996, as
                                    amended.(2)

              10.3                  Form of Employment Agreement between Big Foot Financial Corp. and Executive Officers.(2)

              10.4                  Form of Employment Agreement between Fairfield Savings Bank, F.S.B. and Executive
                                    Officers.(2)

              10.5                  Form of Employee Retention Agreement between Big Foot Financial Corp., Fairfield
                                    Savings Bank, F.S.B. and certain employees.(2)

              10.6                  Consulting Agreement between Big Foot Financial Corp. and George M. Briody.(6)

              10.7                  Consulting Agreement between Big Foot Financial Corp. and F. Gregory Opelka.(6)

              10.8                  Lease Agreement of Fairfield Savings Bank, F.S.B. for Norridge Branch Office, dated April
                                    29, 1976.(1)

              10.9                  Amended and Restated Severance Pay Plan of Fairfield Savings Bank, F.S.B.,
                                    Adopted on September 17, 1996, Effective on December 19, 1996.(2)

             10.10(a)               Fairfield Savings Bank Profit Sharing and Savings Plan (as amended and restated
                                    effective August 1, 1989).(1)

             10.10(b)               Amendments No.1 (dated September 21, 1993), No. 2 (dated July 19, 1994) and No. 3
                                    (dated November 18, 1996) to the Fairfield Savings Bank Profit Sharing and Savings
                                    Plan.(2)

             10.11(a)               Big Foot Financial Corp. 1997 Stock Option Plan.(3)

             10.11(b)               Amendment No. 1 to the Big Foot Financial Corp. 1997 Stock Option Plan.(5)

             10.12(a)               Big Foot Financial Corp. 1997 Recognition and Retention Plan.(4)

             10.12(b)               Amendment No. 1 to the Big Foot Financial Corp.1997 Recognition and
                                    Retention Plan. (5)

             10.13                  Supplemental Pension Plan of Big Foot Financial Corp. (6)

             13.1                   Portions of Big Foot Financial Corp. 2002 Annual Report to Stockholders.



                                       38
<PAGE>

              21.1                  Subsidiaries of the Registrant.(1)

              23.1                  Consent of KPMG LLP

              99.1                  Statements furnished pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18
                                    U.S.C. section 1350.
</TABLE>


(1)      Incorporated herein by reference to Registration Statement No.
         333-12083 on Form S-1 of Big Foot Financial Corp. filed with the
         Securities and Exchange Commission on September 16, 1996, as amended.

(2)      Incorporated herein by reference to the Registrant's Form 10-K for the
         transition period from August 1, 1996 to June 30, 1997, filed with the
         Securities and Exchange Commission on September 29, 1997.

(3)      Incorporated herein by reference to the Schedule 14A filed with the
         Securities and Exchange Commission on May 22, 1997.

(4)      Incorporated herein by reference to the Schedule 14A filed with the
         Securities and Exchange Commission on November 14, 1997.

(5)      Incorporated herein by reference to the Registrant's Form 10-K for the
         year ended June 30, 1999, filed with the Securities and Exchange
         Commission on September 28, 1999.

(6)      Incorporated herein by reference to the Registrant's Form 10-Q for the
         quarter ended March 31, 2001, filed with the Securities and Exchange
         Commission on May 8, 2001.



                                       39
<PAGE>


SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on September 17, 2002.

         Big Foot Financial Corp.


         By:  /s/ Timothy L. McCue
              --------------------------------
         Timothy L. McCue
         President and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
                           NAME                                          TITLE                             DATE
<S>                                                       <C>                                      <C>
         /s/ Timothy L. McCue                             Director,                                September 17, 2002
         -------------------------------                  President and Chief Executive Officer
         Timothy L. McCue                                 (Principal Executive Officer)


         /s/ Michael J. Cahill                            Senior Vice President,                   September 17, 2002
         -------------------------------                  Chief Financial Officer
         Michael J. Cahill


                                                          Chairman of the Board,
         -------------------------------                  Director
          George M. Briody


         /s/ F. Gregory Opelka                            Director                                 September 17, 2002
         -------------------------------
          F. Gregory Opelka


         /s/ Stephen E. Nelson                            Director                                 September 17, 2002
         -------------------------------
         Stephen E. Nelson


                                                          Director
         -------------------------------
         Eugene W. Pilawski


         /s/ Joseph J. Nimrod                             Director                                 September 17, 2002
         -------------------------------
         Joseph J. Nimrod


                                                          Director
         -------------------------------
         Walter E. Powers, M.D.
</TABLE>




                                       40

<PAGE>





                                 CERTIFICATIONS


         I, Timothy L. McCue, certify that:

1.       I have reviewed this annual report on Form 10-K of Big Foot Financial
         Corp.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report.


Date:  September 17, 2002       /s/ Timothy L. McCue
                                -------------------------------------
                                Timothy L. McCue
                                President and Chief Executive Officer

<PAGE>






                                 CERTIFICATIONS


         I, Michael J. Cahill, certify that:

1.       I have reviewed this annual report on Form 10-K of Big Foot Financial
         Corp.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report.


Date:  September 17, 2002     /s/ Michael J. Cahill
                              ---------------------
                              Michael J. Cahill
                              Senior Vice President and Chief Financial Officer