BIG FOOT FINANCIAL CORP.
                     FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

                  This EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into as of December 19, 1996 by and between BIG FOOT FINANCIAL CORP., a
publicly-held business corporation organized and operating under the laws of the
State of Illinois and having an office at 1190 RFD, Long Grove, Illinois
60047-7034 ("Holding Company") and __________________, an individual residing
at _______________________________________________ ("Executive").

                              W I T N E S S E T H :

                  WHEREAS, the Executive currently serves the Holding Company in
the capacity of _____________________________; and

                  WHEREAS, effective as of the date of this Agreement, Fairfield
Savings Bank, F.S.B. ("Bank") has converted from a federal savings bank to a
federal stock savings bank and has become the wholly-owned subsidiary of the
Holding Company; and

                  WHEREAS, the Holding Company desires to assure for itself the
continued availability of the Executive's services and the ability of the
Executive to perform such services with a minimum of personal distraction in the
event of a pending or threatened Change of Control (as hereinafter defined); and

                  WHEREAS, the Executive is willing to continue to serve the 
Holding Company on the terms and conditions hereinafter set forth;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and conditions hereinafter set forth, the Holding Company and
the Executive hereby agree as follows:

                  SECTION 1.    EMPLOYMENT.

                  The Holding Company agrees to continue to employ the
Executive, and the Executive hereby agrees to such continued employment, during
the period and upon the terms and conditions set forth in this Agreement.

                  SECTION 2.     EMPLOYMENT PERIOD; REMAINING UNEXPIRED
                                 EMPLOYMENT PERIOD.

                  (a) The terms and conditions of this Agreement shall be and
remain in effect during the period of employment established under this section
2 ("Employment Period"). The Employment Period shall be for an initial term of
three (3) years beginning on the date of this Agreement and ending on the third
(3rd) anniversary date of this Agreement (each, an "Anniversary Date"), plus
such extensions, if any, as are provided by the Board of Directors of the
Holding Company ("Board") pursuant to section 2(b).

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                  (b) Except as provided in section 2(c), beginning on the date
of this Agreement, the Employment Period shall automatically be extended for one
(1) additional day each day, unless either the Holding Company or the Executive
elects not to extend the Agreement further by giving written notice to the other
party, in which case the Employment Period shall end on the third (3rd)
anniversary of the date on which such written notice is given. For all purposes
of this Agreement, the term "Remaining Unexpired Employment Period" as of any
date shall mean the period beginning on such date and ending on: (i) if a notice
of non-extension has been given in accordance with this section 2(b), the third
(3rd) anniversary of the date on which such notice is given; and (ii) in all
other cases, the third (3rd) anniversary of the date as of which the Remaining
Unexpired Employment Period is being determined. Upon termination of the
Executive's employment with the Holding Company for any reason whatsoever, any
daily extensions provided pursuant to this section 2(b), if not therefore
discontinued, shall automatically cease.

                  (c) Nothing in this Agreement shall be deemed to prohibit the
Holding Company at any time from terminating the Executive's employment during
the Employment Period with or without notice for any reason; provided, however,
that the relative rights and obligations of the Holding Company and the
Executive in the event of any such termination shall be determined under this
Agreement.

                  SECTION 3.        DUTIES.

                  The Executive shall serve as ________________________ of the
Holding Company, having such power, authority and responsibility and performing
such duties as are prescribed by or under the By-Laws of the Holding Company and
as are customarily associated with such position. The Executive shall devote his
full business time and attention (other than during holidays, approved vacation
periods, and periods of illness or approved leaves of absence) to the business
and affairs of the Holding Company and shall use his best efforts to advance the
interests of the Holding Company.

                  SECTION 4.        CASH COMPENSATION.

                  In consideration for the services to be rendered by the
Executive hereunder, the Holding Company shall pay to him a salary at an initial
annual rate of __________________________ ($_____________), payable in
approximately equal installments in accordance with the Holding Company's
customary payroll practices for senior officers. The Board shall review the
Executive's annual rate of salary at such times during the Employment Period as
it deems appropriate, but not less frequently than once every twelve months, and
may, in its discretion, approve an increase therein. In addition to salary, the
Executive may receive other cash compensation from the Holding Company for
services hereunder at such times, in such amounts and on such terms and
conditions as the Board may determine from time to time.

                  SECTION 5.        EMPLOYEE BENEFIT PLANS AND PROGRAMS.

                  During the Employment Period, the Executive shall be treated
as an employee of the Holding Company and shall be entitled to participate in
and receive benefits under any and all

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qualified or non-qualified retirement, pension, savings, profit-sharing or stock
bonus plans, any and all group life, health (including hospitalization, medical
and major medical), dental, accident and long-term disability insurance plans,
professional financial planning services and tax preparation programs and any
other employee benefit and compensation plans (including, but not limited to,
any incentive compensation plans or programs, stock option and appreciation
rights plans and restricted stock plans) as may from time to time be maintained
by, or cover employees of, the Holding Company, in accordance with the terms and
conditions of such employee benefit plans and programs and compensation plans
and programs and consistent with the Holding Company's customary practices.

                  SECTION 6.        INDEMNIFICATION AND INSURANCE.

                  (a) During the Employment Period and for a period of six (6)
years thereafter, the Holding Company shall cause the Executive to be covered by
and named as an insured under any policy or contract of insurance obtained by it
to insure its directors and officers against personal liability for acts or
omissions in connection with service as an officer or director of the Holding
Company or service in other capacities at the request of the Holding Company.
The coverage provided to the Executive pursuant to this section 6 shall be of
the same scope and on the same terms and conditions as the coverage (if any)
provided to other officers or directors of the Holding Company.

                  (b) To the maximum extent permitted under applicable law,
during the Employment Period and for a period of six (6) years thereafter, the
Holding Company shall indemnify the Executive against and hold him harmless from
any costs, liabilities, losses and exposures to the fullest extent and on the
most favorable terms and conditions that similar indemnification is offered to
any director or officer of the Holding Company or any subsidiary or affiliate
thereof.

                  SECTION 7.        OUTSIDE ACTIVITIES.

                  The Executive may serve as a member of the boards of directors
of such business, community and charitable organizations as he may disclose to
and as may be approved by the Board (which approval shall not be unreasonably
withheld); provided, however, that such service shall not materially interfere
with the performance of his duties under this Agreement. The Executive may also
engage in personal business and investment activities which do not materially
interfere with the performance of his duties hereunder; provided, however, that
such activities are not prohibited under any code of conduct or investment or
securities trading policy established by the Holding Company and generally
applicable to all similarly situated executives. The Executive may also serve as
an officer or director of the Bank on such terms and conditions as the Holding
Company and the Bank may mutually agree upon, and such service shall not be
deemed to materially interfere with the Executive's performance of his duties
hereunder or otherwise result in a material breach of this Agreement. If the
Executive is discharged or suspended, or is subject to any regulatory
prohibition or restriction with respect to participation in the affairs of the
Bank, he shall continue to perform services for the Holding Company in
accordance with this Agreement but shall not directly or indirectly provide
services to or participate in the affairs of the Bank in

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a manner inconsistent with the terms of such discharge or suspension or any
applicable regulatory order.

                  SECTION 8.        WORKING FACILITIES AND EXPENSES.

                  The Executive's principal place of employment shall be at the
Holding Company's executive offices at the address first above written, or at
such other location within a 25-mile radius thereof at which the Holding Company
shall maintain its principal executive offices, or at such other location as the
Holding Company and the Executive may mutually agree upon. The Holding Company
shall provide the Executive at his principal place of employment with a private
office, secretarial services, and other support services and facilities suitable
to his position with the Holding Company and necessary or appropriate in
connection with the performance of his assigned duties under this Agreement and
shall furnish to the Executive for his business use outside the office a
personal computer, fax machine and other equipment appropriate to permit the
Executive to carry on his assigned duties while away from the office. The
Holding Company shall provide to the Executive for his exclusive use an
automobile owned or leased by the Holding Company and appropriate to his
position, to be used in the performance of his duties hereunder, including
commuting to and from his personal residence. The Holding Company shall
reimburse the Executive for his ordinary and necessary business expenses,
including, without limitation, all expenses associated with his business use of
the aforementioned automobile, fees for memberships in such clubs and
organizations as the Executive and the Holding Company shall mutually agree are
necessary and appropriate for business purposes, and his travel and
entertainment expenses in curred in connection with the performance of his
duties under this Agreement, in each case upon presentation to the Holding
Company of an itemized account of such expenses in such form as the Holding
Company may reasonably require.

                  SECTION 9.  TERMINATION OF EMPLOYMENT WITH SEVERANCE BENEFITS.

                  (a) The Executive shall be entitled to the severance benefits
described herein in the event that his employment with the Holding Company
terminates during the Employment Period under any of the following
circumstances:

                  (i) the Executive's voluntary resignation from employment with
         the Holding Company within ninety (90) days following:

                           (A) the failure of the Board to appoint or re-appoint
                  or elect or re-elect the Executive to the position stated in
                  section 3 of this Agreement (or a more senior office of the
                  Holding Company);

                           (B) if the Executive is a member of the Board as of
                  the date of this Agreement, the failure of the stockholders of
                  the Holding Company to elect or re-elect the Executive to the
                  Board or the failure of the Board (or the nominating committee
                  thereof) to nominate the Executive for such election or
                  re-election;

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                           (C) the expiration of a thirty (30) day period
                  following the date on which the Executive gives written notice
                  to the Holding Company of its material failure, whether by
                  amendment of the Holding Company's Or ganization Certificate
                  or By-laws, action of the Board or the Holding Company's
                  stockholders or otherwise, to vest in the Executive the
                  functions, duties, or responsibilities prescribed in section 3
                  of this Agreement, unless, during such thirty (30) day period,
                  the Holding Company fully cures such failure; or

                           (D) the expiration of a thirty (30) day period
                  following the date on which the Executive gives written notice
                  to the Holding Company of its material breach of any term,
                  condition or covenant contained in this Agreement (including,
                  without limitation any reduction of the Executive's rate of
                  base salary in effect from time to time and any change in the
                  terms and conditions of any compensation or benefit program in
                  which the Executive participates which, either individually or
                  together with other changes, has a material adverse effect on
                  the aggregate value of his total compensation package),
                  unless, during such thirty (30) day period, the Holding
                  Company fully cures such failure; or

                  (ii)     subject to the provisions of section 10, the
          termination of the Executive's employment with the Holding Company for
          any other reason not described in section 9(a);

then, the Holding Company shall provide the benefits and pay to the Executive
the amounts described in section 9(b).

                  (b) Upon the termination of the Executive's employment with
the Holding Company under circumstances described in section 9(a) of this
Agreement, the Holding Company shall pay and provide to the Executive (or, in
the event of his death, to his estate):

                  (i) his earned but unpaid compensation as of the date of the
         termination of his employment with the Holding Company, such payment to
         be made at the time and in the manner prescribed by law applicable to
         the payment of wages but in no event later than thirty (30) days after
         termination of employment;

                  (ii) the benefits, if any, to which he is entitled as a former
         employee under the employee benefit plans and programs and compensation
         plans and pro grams maintained for the benefit of the Holding Company's
         officers and employees;

                  (iii) continued group life, health (including hospitalization,
         medical and major medical), dental, accident and long-term disability
         insurance benefits, in addition to that provided pursuant to section
         9(b)(ii), and after taking into account the coverage provided by any
         subsequent employer, if and to the extent necessary to provide for the
         Executive, for the Remaining Unexpired Employment Period, coverage
         equivalent to the coverage to which he would have been entitled under
         such plans (as in effect on the date of his termination of employment,
         or, if his

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         termination of employment occurs after a Change of Control, on the date
         of such Change of Control, whichever benefits are greater), if he had
         continued working for the Holding Company during the Remaining
         Unexpired Employment Period at the highest annual rate of compensation
         achieved during that portion of the Employment Period which is prior to
         the Executive's termination of employment with the Holding Company and
         if, upon the expiration of such coverage, the Executive has received or
         is eligible to receive pension benefits under a pension plan of the
         Holding Company or the Bank, a further continuation of such health
         (including hospitalization, medical and major medical) coverage for the
         remaining lifetimes of the Executive and his spouse;

                  (iv) within thirty (30) days following his termination of
         employment with the Holding Company, a lump sum payment, in an amount
         equal to the present value of the salary that the Executive would have
         earned if he had continued working for the Holding Company during the
         Remaining Unexpired Employment Period at the highest annual rate of
         salary achieved during that portion of the Employment Period which is
         prior to the Executive's termination of employment with the Holding
         Company, where such present value is to be determined using a discount
         rate equal to the applicable short-term federal rate prescribed under
         section 1274(d) of the Internal Revenue Code of 1986 ("Code"),
         compounded using the compounding period corresponding to the Holding
         Company's regular payroll periods for its officers, such lump sum to be
         paid in lieu of all other payments of salary provided for under this
         Agreement in respect of the period following any such termination;

                  (v) within thirty (30) days following his termination of
         employment with the Holding Company, a lump sum payment in an amount
         equal to the excess, if any, of:

                           (A) the present value of the aggregate benefits to
                  which he would be entitled under any and all qualified and
                  non-qualified defined benefit pension plans maintained by, or
                  covering employees of, the Holding Company, if he were 100%
                  vested thereunder and had continued working for the Holding
                  Company during the Remaining Unexpired Employment Period, such
                  benefits to be determined as of the date of termination of
                  employment by adding to the service actually recognized under
                  such plans an additional period equal to the Remaining
                  Unexpired Employment Period and by adding to the compensation
                  recognized under such plans for the year in which termination
                  of employment occurs all amounts payable under sections
                  9(b)(i), (iv) and (vii); over

                           (B) the present value of the benefits to which he is
                  actually entitled under such defined benefit pension plans as
                  of the date of his termination;

         where such present values are to be determined using the mortality
         tables prescr ibed under section 415(b)(2)(E)(v) of the Code and a
         discount rate, compounded monthly equal to the annualized rate of
         interest prescribed by the Pension Benefit

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         Guaranty Corporation for the valuation of immediate annuities payable
         under terminating single-employer defined benefit plans for the month
         in which the Executive's termination of employment occurs ("Applicable
         PBGC Rate");

                  (vi) within thirty (30) days following his termination of
         employment with the Holding Company, a lump sum payment in an amount
         equal to the present value of the additional employer contributions (or
         if greater in the case of a leveraged employee stock ownership plan or
         similar arrangement, the additional assets allocable to him through
         debt service, based on the fair market value of such assets at
         termination of employment) to which he would have been entitled under
         any and all qualified and non-qualified defined contribution plans
         maintained by, or covering employees of, the Holding Company, as if he
         were 100% vested thereunder and had continued working for the Holding
         Company during the Remaining Unexpired Employment Period at the highest
         annual rate of compensation achieved during that portion of the
         Employment Period which is prior to the Executive's termination of
         employment with the Holding Company, and making the maximum amount of
         employee contributions, if any, required under such plan or plans, such
         present value to be determined on the basis of a discount rate,
         compounded using the compounding period that corresponds to the
         frequency with which employer contributions are made to the relevant
         plan, equal to the Applicable PBGC Rate; and

                  (vii) the payments that would have been made to the Executive
         under any cash bonus or long-term or short-term cash incentive
         compensation plan maintained by, or covering employees of, the Holding
         Company if he had continued working for the Holding Company during the
         Remaining Unexpired Employment Period and had earned a bonus or
         incentive award in each calendar year that ends during the Remaining
         Unexpired Employment Period in an amount equal to the highest annual
         bonus or incentive award actually paid to him in any calendar year
         ending during the three-year period ending on the date of termination
         of employment.

The Holding Company and the Executive hereby stipulate that the damages which
may be incurred by the Executive following any such termination of employment
are not capable of accurate measurement as of the date first above written and
that the payments and benefits contemplated by this section 9(b) constitute
reasonable damages under the circumstances and shall be payable without any
requirement of proof of actual damage and without regard to the Executive's
efforts, if any, to mitigate damages. The Holding Company and the Executive
further agree that the Holding Company may condition the payments and benefits
(if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt
of the Executive's resignation from any and all positions which he holds as an
officer, director or committee member with respect to the Holding Company, the
Bank or any subsidiary or affiliate of either of them.

                  SECTION 10. TERMINATION WITHOUT ADDITIONAL HOLDING COMPANY 
                              LIABILITY.

                           In the event that the Executive's employment with the
Holding Company shall terminate during the Employment Period on account of:

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                  (a) the discharge of the Executive for "cause," which, for
         purposes of this Agreement shall mean personal dishonesty,
         incompetence, willful misconduct, breach of fiduciary duty involving
         personal profit, intentional failure to perform stated duties, willful
         violation of any law, rule or regulation (other than traffic violations
         or similar offenses) or final cease and desist order, or any material
         breach of this Agreement, in each case as measured against standards
         generally prevailing at the relevant time in the savings and community
         banking industry; PROVIDED, HOWEVER, that the Executive shall not be
         deemed to have been discharged for cause unless and until the following
         procedures shall have been followed:

                           (i) the Board shall adopt a resolution duly approved
                  by affirmative vote of a majority of the entire Board at a
                  meeting called and held for such purpose calling for the
                  Executive's termination for cause and setting forth the
                  purported grounds for such termination ("Proposed Termination
                  Resolution");

                           (ii) as soon as practicable, and in any event within
                  five (5) days, after adoption of such resolution, the Board
                  shall furnish to the Executive a written notice of termination
                  which shall be accompanied by a certified copy of the Proposed
                  Termination Resolution ("Notice of Proposed Termination");

                           (iii) the Executive shall be afforded a reasonable
                  opportunity to make oral and written presentations to the
                  members of the Board, on his own behalf, or through a
                  representative, who may be his legal counsel, to refute the
                  grounds set forth in the Proposed Termination Resolution at
                  one or more meetings of the Board to be held no sooner than
                  fifteen (15) days and no later than thirty (30) days after the
                  Executive's receipt of the Proposed Termination Notice
                  ("Termination Hearings"); and

                           (iv) within ten (10) days following the end of the
                  Termination Hearings, the Board shall adopt a resolution duly
                  approved by affirmative vote of a majority of the entire Board
                  at a meeting called and held for such purpose (A) finding that
                  in the good faith opinion of the Board the grounds for
                  termination set forth in the Proposed Termination Resolution
                  exist and (B) terminating the Executive's employment
                  ("Termination Resolution"); and

                           (v) as promptly as practicable, and in any event
                  within one (1) business day after adoption of the Termination
                  Resolution, the Board shall furnish to the Executive written
                  notice of termination, which notice shall include a copy of
                  the Termination Resolution and specify an effective date of
                  termination that is not later than the date on which such
                  notice is given;

                  (b) the Executive's voluntary resignation from employment with
         the Holding Company for reasons other than those specified in
         section 9(a);

                  (c) the Executive's death; or

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                  (d) a determination that the Executive is eligible for
         long-term disability benefits under the Holding Company's long-term
         disability insurance program or, if there is no such program, under the
         federal Social Security Act;

then the Holding Company shall have no further obligations under this Agreement,
other than the payment to the Executive (or, in the event of his death, to his
estate) of his earned but unpaid salary as of the date of the termination of his
employment, and the provision of such other benefits, if any, to which he is
entitled as a former employee under the employee benefit plans and programs and
compensation plans and programs maintained by, or covering employees of, the
Holding Company.

                  (e) For purposes of section 10(a)(i)(A) or (B), no act or
failure to act, on the part of the Executive, shall be considered "willful"
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive's action or omission was in the
best interests of the Holding Company. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or based upon
the written advice of counsel for the Holding Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and
in the best interests of the Holding Company. The cessation of employment of the
Executive shall not be deemed to be for "cause" within the meaning of section
10(a)(i) unless and until there shall have been delivered to the Executive a
copy of a resolution duly adopted by the affirmative vote of three-fourths of
the non-employee members of the Board at a meeting of the Board called and held
for such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is
guilty of the conduct described in section 10(a)(i) above, and specifying the
particulars thereof in detail.

                  SECTION 11. TERMINATION UPON OR FOLLOWING A CHANGE OF CONTROL.

                  (a) A Change of Control of the Holding Company ("Change of
Control") shall be deemed to have occurred upon the happening of any of the
following events:

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

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

                           (B) at least 51% of the securities entitled to vote
                  generally in the election of directors of the entity resulting
                  from such transaction are

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

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

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

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

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

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

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

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

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

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                  (v) any event which would be described in section 11(a)(i),
         (ii), (iii) or (iv) if the term "Bank" were substituted for the term
         "Holding Company" therein.

In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of the Holding Company, the
Bank, or a subsidiary of either of them, by the Holding Company, the Bank, or a
subsidiary of either of them, or by any employee benefit plan maintained by any
of them. For purposes of this section 11(a), the term "person" shall have the
meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.

                  (b) In the event of a Change of Control, the Executive shall
be entitled to the payments and benefits contemplated by section 9(b) in the
event of his termination employment with the Holding Company under any of the
circumstances described in section 9(a) of this Agreement or under any of the
following circumstances:

                  (i) resignation, voluntary or otherwise, by the Executive at
         any time during the Employment Period following his demotion, loss of
         title, office or significant authority or responsibility, or following
         any material reduction in any element of his compensation and benefits;

                  (ii) resignation, voluntary or otherwise, by the Executive at
         any time during the Employment Period following (A) any relocation of
         his principal place of employment outside of a 25-mile radius of the
         principal place of employment immediately prior to the Change of
         Control that would require a relocation of his residence in order to be
         able to commute to such new place of employment within a commuting time
         not in excess of the greater of 60 minutes or the Executive's commuting
         time prior to the Change of Control or (B) any material adverse change
         in working conditions at such principal place of employment; or

                  (iii) resignation, voluntary or otherwise, by the Executive at
         any time during the Employment Period following the failure of any
         successor to the Holding Company in the Change of Control to include
         the Executive in any compensation or benefit program maintained by it
         or covering any of its executive officers, unless the Executive is
         already covered by a substantially similar plan of the Holding Company
         which is at least as favorable to him.

                  SECTION 12.       TAX INDEMNIFICATION.

                  (a) This section 12 shall apply if the Executive's employment
is terminated upon or following (i) a Change of Control (as defined in section
11 of this Agreement); or (ii) a change "in the ownership or effective control"
of the Holding Company or the Bank or "in the ownership of a substantial portion
of the assets" of the Holding Company or the Bank within the meaning of section
280G of the Code. If this Section 12 applies, then, if for any taxable year, the
Executive shall be liable for the payment of an excise tax under section 4999 of
the Code with respect to any payment in the nature of compensation made by the
Holding Company, the Bank or any direct or indirect subsidiary or affiliate of
the Holding Company or the Bank to (or for the benefit of) the

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Executive, the Holding Company shall pay to the Executive an amount equal to X,
determined under the following formula:

                  X   =                     E x P
                           ------------------------------------
                           1 - [(FI x (1 - SLI)) + SLI + E + M]

                  where

                  E =      the rate at which the excise tax is assessed under
                           section 4999 of the Code;

                  P =      the amount with respect to which such excise tax is
                           assessed, determined without regard to this section
                           12;

                  FI =     the highest marginal rate of income tax applicable to
                           the Executive under the Code for the taxable year in 
                           question;

                  SLI =    the sum of the highest marginal rates of income tax
                           applicable to the Executive under all applicable
                           state and local laws for the taxable year in
                           question; and

                  M =      the highest marginal rate of Medicare tax
                           applicable to the Executive under the Code for the
                           taxable year in question.

With respect to any payment in the nature of compensation that is made to (or
for the benefit of) the Executive under the terms of this Agreement, or
otherwise, and on which an excise tax under section 4999 of the Code will be
assessed, the payment determined under this section 12(a) shall be made to the
Executive on the earlier of (i) the date the Holding Company, the Bank or any
direct or indirect subsidiary or affiliate of the Holding Company or the Bank is
required to withhold such tax, or (ii) the date the tax is required to be paid
by the Executive.

                  (b) Notwithstanding anything in this section 12 to the
contrary, in the event that the Executive's liability for the excise tax under
section 4999 of the Code for a taxable year is subsequently determined to be
different than the amount determined by the formula (X + P) x E, where
X, P and E have the meanings provided in section 12(a), the Executive or
the Holding Company, as the case may be, shall pay to the other party at the
time that the amount of such ex cise tax is finally determined, an appropriate
amount, plus interest, such that the payment made under section 12(a), when
increased by the amount of the payment made to the Executive under this section
12(b) by the Holding Company, or when reduced by the amount of the payment made
to the Holding Company under this section 12(b) by the Executive, equals the
amount that should have properly been paid to the Executive under section 12(a).
The interest paid under this section 12(b) shall be determined at the rate
provided under section 1274(b)(2)(B) of the Code. To confirm that the proper
amount, if any, was paid to the Executive under this section 12, the Executive
shall furnish to the Holding Company a copy of each tax return which reflects a
liability for an excise tax payment made by the Holding Company, at least 20
days before the date on which such return is required to be filed with the
Internal Revenue Service.

                                  Page 12 of 18




<PAGE>



                  SECTION 13.       COVENANT NOT TO COMPETE.

                  In the event of his termination of employment with the Holding
Company prior to the expiration of the Employment Period, for a period of one
(1) year following the date of his ter mination of employment with the Holding
Company (or, if less, for the Remaining Unexpired Employment Period), the
Executive shall not, without the written consent of the Holding Company, become
an officer, employee, consultant, director or trustee of any competitor (as
herein defined) if in this capacity he would be working within one hundred (100)
miles of the place where the headquarters of the Holding Company are located on
the date of the Executive's termination of employment. For this purpose, a
"competitor" is any savings bank, savings and loan association, savings and loan
holding company, bank or bank holding company, or any direct or indirect
subsidiary or affiliate of any such entity. This section 13 shall not apply if
the Executive's employment is terminated without cause or due to death or
voluntary resignation as described in section 9(a). If the Executive's
employment shall be terminated on account of disability as provided in section
10(d) of this Agreement, this section 13 shall not apply if (a) the Executive
first offers, by written notice, to accept a similar position with, or perform
similar services for, the Holding Company on substantially the same terms and
conditions proposed by the competitor and (b) the Holding Company declines to
accept such offer within ten (10) days after such notice is given.

                  SECTION 14.       CONFIDENTIALITY.

                  Unless he obtains the prior written consent of the Holding
Company, the Executive shall keep confidential and shall refrain from using for
the benefit of himself, or any person or entity other than the Holding Company
or any entity which is a subsidiary of the Holding Company or of which the
Holding Company is a subsidiary, any material document or information obtained
from the Holding Company, or from its parent or subsidiaries, in the course of
his employment with any of them concerning their properties, operations or
business (unless such document or information is readily ascertainable from
public or published information or trade sources or has otherwise been made
available to the public through no fault of his own) until the same ceases to be
material (or becomes so ascertainable or available); provided, however, that
nothing in this section 14 shall prevent the Executive, with or without the
Holding Company's consent, from participating in or disclosing documents or
information in connection with any judicial or administrative investigation,
inquiry or proceeding to the extent that such participation or disclosure is
required under applicable law.

                  SECTION 15.       SOLICITATION.

                  The Executive hereby covenants and agrees that, for a period
of one (1) year following his termination of employment with the Holding
Company, he shall not, without the written consent of the Holding Company,
either directly or indirectly:

                  (a) solicit, offer employment to, or take any other action
         intended, or that a reasonable person acting in like circumstances
         would expect, to have the effect of causing any officer or employee of
         the Holding Company, the Bank or any affiliate, as of the date of this
         Agreement, of either of them, to terminate his or her

                                  Page 13 of 18




<PAGE>



         employment and accept employment or become affiliated with, or provide
         services for compensation in any capacity whatsoever to, any savings
         bank, savings and loan association, bank, bank holding company, savings
         and loan holding company, or other institution engaged in the business
         of accepting deposits and making loans, doing business within one
         hundred (100) miles of the headquarters of the Holding Company, the
         Bank or any affiliate, as of the date of this Agreement, of either of
         them;

                  (b) provide any information, advice or recommendation with
         respect to any such officer or employee of any savings bank, savings
         and loan association, bank, bank holding company, savings and loan
         holding company, or other institution engaged in the business of
         accepting deposits and making loans, doing business within one hundred
         (100) miles of the headquarters of the Holding Company, the Bank, or
         any affiliate, as of the date of this Agreement, of either of them,
         that is intended, or that a reasonable person acting in like
         circumstances would expect, to have the effect of causing any officer
         or employee of the Holding Company, the Bank, or any affiliate, as of
         the date of this Agreement, of either of them, to terminate his
         employment and accept employment or become affiliated with, or provide
         services for compensation in any capacity whatsoever to, any savings
         bank, savings and loan association, bank, bank holding company, savings
         and loan holding company, or other institution engaged in the business
         of accepting deposits and making loans, doing business within one
         hundred (100) miles of the headquarters of the Holding Company, the
         Bank, or any affiliate, as of the date of this Agreement, of either of
         them; or

                  (c) solicit, provide any information, advice or recommendation
         or take any other action intended, or that a reasonable person acting
         in like circumstances would expect, to have the effect of causing any
         customer of the Holding Company to terminate an existing business or
         commercial relationship with the Holding Company.

                  SECTION 16. NO EFFECT ON EMPLOYEE BENEFIT PLANS OR PROGRAMS.

                  The termination of the Executive's employment during the term
of this Agreement or thereafter, whether by the Holding Company or by the
Executive, shall have no effect on the rights and obligations of the parties
hereto under the Holding Company's qualified or non-qualified retirement,
pension, savings, thrift, profit-sharing or stock bonus plans, group life,
health (includ ing hospitalization, medical and major medical), dental, accident
and long-term disability in surance plans or such other employee benefit plans
or programs, or compensation plans or programs, as may be maintained by, or
cover employees of, the Holding Company from time to time.

                  SECTION 17. SUCCESSORS AND ASSIGNS.

                  This Agreement will inure to the benefit of and be binding
upon the Executive, his legal representatives and testate or intestate
distributees, and the Holding Company and its

                                  Page 14 of 18




<PAGE>



successors and assigns, including any successor by merger or consolidation or a
statutory receiver or any other person or firm or corporation to which all or
substantially all of the assets and business of the Holding Company may be sold
or otherwise transferred. Failure of the Holding Company to obtain from any
successor its express written assumption of the Holding Company's obligations
hereunder at least sixty (60) days in advance of the scheduled effective date of
any such succession shall be deemed a material breach of this Agreement.

                  SECTION 18. NOTICES.

                  Any communication required or permitted to be given under this
Agreement, including any notice, direction, designation, consent, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally, or five (5) days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below or at such other
address as one such party may by written notice specify to the other party:

                  If to the Executive:

                           ------------------------------
                           ------------------------------
                           ------------------------------

                  If to the Holding Company:

                           Big Foot Financial Corp.
                           1190 RFD
                           Long Grove, Illinois  60047-7034
                           Attention:  Board of Directors -- 
                                       Non-Employee Directors

                           WITH A COPY TO:

                           Thacher Proffitt & Wood
                           Two World Trade Center
                           New York, New York 10048
                           Attention:  W. Edward Bright, Esq.

                  SECTION 19.       INDEMNIFICATION FOR ATTORNEYS' FEES.

                  The Holding Company shall indemnify, hold harmless and defend
the Executive against reasonable costs, including legal fees, incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be involved, as a result of his efforts, in good faith, to defend or enforce the
terms of this Agreement; provided, however, that the Executive shall have
substantially prevailed on the merits pursuant to a judgment, decree or order of
a court of competent jurisdiction or of an arbitrator in an arbitration
proceeding, or in a settlement. For

                                  Page 15 of 18




<PAGE>



purposes of this Agreement, any settlement agreement which provides for payment
of any amounts in settlement of the Holding Company's obligations hereunder
shall be conclusive evidence of the Executive's entitlement to indemnification
hereunder, and any such indemnification payments shall be in addition to amounts
payable pursuant to such settlement agreement, unless such settlement agreement
expressly provides otherwise.

                  SECTION 20.       SEVERABILITY.

                  A determination that any provision of this Agreement is
invalid or unenforceable shall not affect the validity or enforceability of any
other provision hereof.

                  SECTION 21.       WAIVER.

                  Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition. A waiver of any provision of this Agreement must be made
in writing, designated as a waiver, and signed by the party against whom its
enforcement is sought. Any waiver or relinquishment of any right or power
hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.

                  SECTION 22.       COUNTERPARTS.

                  This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same Agreement.

                  SECTION 23.       GOVERNING LAW.

                  This Agreement shall be governed by and construed and enforced
in accordance with the federal laws of the United States and, to the extent that
federal law is inapplicable, in accordance with the laws of the State of
Illinois applicable to contracts entered into and to be performed entirely
within the State of Illinois.

                  SECTION 24.       HEADINGS AND CONSTRUCTION.

                  The headings of sections in this Agreement are for convenience
of reference only and are not intended to qualify the meaning of any section.
Any reference to a section number shall refer to a section of this Agreement,
unless otherwise stated.

                  SECTION 25.       ENTIRE AGREEMENT; MODIFICATIONS.

                  This instrument contains the entire agreement of the parties
relating to the subject matter hereof, and supersedes in its entirety any and
all prior agreements, understandings or rep-

                                  Page 16 of 18


<PAGE>

resentations relating to the subject matter hereof. No modifications of this
Agreement shall be valid unless made in writing and signed by the parties
hereto.

                  SECTION 26.       GUARANTEE.

                  The Holding Company hereby agrees to guarantee the payment by
the Bank of any benefits and compensation to which the Executive is or may be
entitled to under the terms and conditions of the employment agreement dated as
of December 19, 1996 between the Bank and the Executive, a copy of which is
attached hereto as Exhibit A ("Bank Agreement").

                  SECTION 27.       NON-DUPLICATION.

                  In the event that the Executive shall perform services for the
Bank or any other direct or indirect subsidiary of the Holding Company, any
compensation or benefits provided to the Executive by such other employer shall
be applied to offset the obligations of the Holding Company hereunder, it being
intended that this Agreement set forth the aggregate compensation and benefits
payable to the Executive for all services to the Holding Company and all of its
direct or indirect subsidiaries.

                  SECTION 28.       REQUIRED REGULATORY PROVISIONS.

                  Notwithstanding anything herein contained to the contrary, any
payments to the Executive by the Holding Company, whether pursuant to this
Agreement or otherwise, are subject to and conditioned upon their compliance
with section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1828(k),
and any regulations promulgated thereunder.

                  IN WITNESS WHEREOF, the Holding Company has caused this
Agreement to be executed and the Executive has hereunto set his hand, all as of
the day and year first above written.


                                            ------------------------------------
ATTEST:                                     BIG FOOT FINANCIAL CORP.

By
---------------------------------------
                  Secretary                 By
                                               ---------------------------------
                                                NAME:    GEORGE M. BRIODY
                                                TITLE:   PRESIDENT

[Seal]

                                                  Page 16 of 18




<PAGE>




STATE OF ILLINOIS   )
                    : ss.:
COUNTY OF           )

                  On this ________ day of ____________________, 1997, before me
personally came ____________________, to me known, and known to me to be the
individual described in the foregoing instrument, who, being by me duly sworn,
did depose and say that he resides at the address set forth in said instrument,
and that he signed his name to the foregoing instrument.

                                            ------------------------------------
                                                       Notary Public

STATE OF ILLINOIS   )
                    : ss.:
COUNTY OF           )

                  On this ________ day of ____________________, 1997, before me
personally came GEORGE M. BRIODY, to me known, who, being by me duly sworn, did
depose and say that he resides at 9407 Loch Glen Court, Crystal Lake, Illinois
60014, that he is President of BIG FOOT FINANCIAL CORP., the Illinois
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such seal; that it was so affixed by order of the Board of Directors of said
corporation; and that he signed his name thereto by like order.

                                            ------------------------------------
                                                       Notary Public

                                  Page 18 of 18