EXHIBIT 13.1

                               2002 ANNUAL REPORT


                            BIG FOOT FINANCIAL CORP.
                               2002 ANNUAL REPORT
                                                                      PAGE

LETTER TO STOCKHOLDERS                                                 1

FINANCIAL HIGHLIGHTS                                                   2

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS                              3

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
                                                                       4

INDEPENDENT AUDITORS' REPORT
                                                                      19

CONSOLIDATED BALANCE SHEETS                                           20

CONSOLIDATED STATEMENTS OF EARNINGS                                   21

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                       22

CONSOLIDATED STATEMENTS OF CASH FLOWS                                 23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            24

STOCKHOLDERS' INFORMATION                                         Back Cover



                          2002 ANNUAL CORPORATE PROFILE

         Big Foot Financial Corp. was incorporated for the purpose of becoming
the holding company of Fairfield Savings Bank, F.S.B. On December 19, 1996,
Fairfield converted from a federally chartered mutual savings bank to a
federally chartered stock savings bank and Big Foot purchased all of the stock
of Fairfield.

       Fairfield was originally founded in 1901 as an Illinois state chartered
mutual savings and loan association. On July 1, 1991, Fairfield converted to a
federally chartered savings bank. Fairfield conducts business from its
headquarters in Long Grove, Illinois and its two branches in Chicago and
Norridge. Fairfield gathers savings deposits primarily from the communities and
neighborhoods in close proximity to its offices. The lending area is larger and
includes Cook, DuPage and Lake Counties located in Illinois. The majority of its
loans are secured by mortgages on single family residential properties located
in its lending area.

       Big Foot Financial Corp. is headquartered in Long Grove, Illinois. The
Company's stock is traded on the National Market System of the Nasdaq Stock
Market under the symbol "BFFC."

<PAGE>

                               2002 ANNUAL REPORT
================================================================================

                               TO OUR STOCKHOLDERS

         Big Foot Financial Corp. ("Big Foot") announced in July of this year,
it has entered into a definitive agreement providing for Midwest Banc Holdings,
Inc. ("Midwest") to acquire Big Foot in a stock merger transaction. The merger
will have a beneficial impact for Big Foot shareholders, as Midwest is one of
the top performing bank holding companies in the Midwestern States.

         Midwest has agreed to a fixed exchange ratio of 1.104 shares of its
stock for each share of Big Foot resulting in a deal value of approximately
$33.4 million, based on the closing price of $16.95 on July 19, 2002; this
represents a 25.5% premium to Big Foot's closing price on that date.

         Midwest is a Melrose Park, Illinois based holding company with $1.9
billion in total assets. Fairfield Savings Bank's three branches in the Chicago
area provide an attractive fit to Midwest's existing network of twelve Chicago
area branches. Since 1901, Fairfield has provided specialized consumer lending
and banking services by knowledgeable and local people who understand their
customers. Our merger with Midwest will allow our approach to customer service
to be maintained in highly competitive markets. Midwest's size, resources and
commitment to community banking will have a beneficial effect for our customers
in the future.

         Big Foot has had a very successful year from a financial perspective as
well. Total assets as of June 30, 2002 were $227.4 million, an increase of $3.8
million from the prior year-end. There has been a continuing moderately strong
loan demand in the Bank's market area. Loan originations in the current fiscal
year were $37.4 million, compared to $37.6 million in the prior fiscal year. The
Company had no non-performing assets at June 30, 2002.

         For the year ended June 30, 2002, the Company reported net income of
$1.0 million, or $0.73 basic and $0.72 diluted earnings per share, compared to
net income of $955,000, or $0.61 basic and diluted earnings per share, for the
fiscal year ended June 30, 2001. Net interest income after provision for loan
losses for the fiscal year ended June 30, 2002 was $7.0 million compared to $5.9
million for the year ended June 30, 2001. The Bank's core and tangible capital
ratio's were 10.66% and 10.14% at June 30, 2002 and 2001 respectively. The book
value of Big Foot stock increased $1.23 to $19.37 as of June 30, 2002. A
detailed summary of the financial results appears in the Management's Discussion
and Analysis section of this Report.

         Overall, this has been a very successful year for our shareholders,
customers and employees.

Sincerely,


/s/ Timothy L. McCue
--------------------
Timothy L. McCue
President and Chief Executive Officer
Big Foot Financial Corp.
Fairfield Savings Bank, F.S.B.


<PAGE>
                               2002 ANNUAL REPORT
================================================================================


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........................     2.62        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.




                                       2
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                               2002 ANNUAL REPORT
================================================================================


BIG FOOT FINANCIAL CORP. AND
FAIRFIELD SAVINGS BANK, F.S.B.


<TABLE>
<CAPTION>
DIRECTORS:

<S>                                                           <C>
TIMOTHY L. MCCUE                                              STEPHEN E. NELSON
President and Chief Executive Officer                         Senior Vice President and Partner
of Big Foot Financial Corp. and                               Hovde Financial, Inc.
Fairfield Savings Bank, F.S.B.


GEORGE M. BRIODY                                              WALTER E. POWERS, M.D.
Chairman of the Board                                         Retired Radiologist-Flight Surgeon,
Retired President and Chief Executive Officer                 United Airlines, Member AMA.
of Big Foot Financial Corp. and
Fairfield Savings Bank, F.S.B.


F. GREGORY OPELKA                                             JOSEPH J. NIMROD
Retired Executive Vice President of Big Foot                  Owner Nimrod Decorating, Former Officer and
Financial Corp. and Fairfield Savings                         Director, Decorators Contractors Association,
Bank, F.S.B.                                                  Chairman, Washburn Apprentice School of
                                                              Painting, Trustee of the Painting Industry fund.
EUGENE W. PILAWSKI
Retired, Senior Vice President
and Senior Loan Officer of Fairfield Savings
Bank, F.S.B., Member of Chicago Bar Association.

EXECUTIVE OFFICERS:

MICHAEL J. CAHILL                                             ROBERT A. JONES
Senior Vice President, Chief Financial Officer                Vice President, Chief Savings Officer

JEROME A. MAHER
Vice President, Chief Lending Officer
</TABLE>





--------------------------------------------------------------------------------
FORWARD LOOKING STATEMENTS

This Annual Report 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.
--------------------------------------------------------------------------------



                                       3
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                               2002 ANNUAL REPORT
================================================================================


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

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, at a price of $10.00 per
share in a subscription offering, with net proceeds totaling $22.0 million.

         The Company's principal business is its investment in the Bank, which
is a community-oriented financial institution providing a variety of financial
services to the communities, which it serves. The Bank's principal business
consists of gathering savings deposits from the general public within its market
area and investing those funds primarily in mortgage loans secured by one- to
four-family owner occupied properties, mortgage-backed securities and
obligations of the U.S. Government. To a lesser extent, the Bank makes
multifamily residential loans, commercial real estate loans, land, construction
and development loans, consumer loans and commercial lines of credit. The Bank's
revenues are derived principally from interest on mortgage loans and interest
and dividends on investments, mortgage-backed securities and, to a much lesser
extent, short-term investments. The Bank also derives income from fees and
service charges. The Bank's primary sources of funds are savings deposits and,
to a lesser extent, advances from the Federal Home Loan Bank of Chicago (the
"FHLB"). The Bank does not have any subsidiaries.

         The Board of Directors of the Company has, from time to time, approved
the repurchase of shares of the Company's outstanding common stock. The shares
of common stock available for repurchase under the current repurchase program,
together with shares of common stock previously repurchased, totals
approximately 40% of the total shares issued by the Company in the initial
public offering. Additional repurchases may be made from time to time through
privately negotiated transactions, odd-lot purchases and open-market
transactions at the discretion of management. At June 30, 2002, 1,003,582 shares
had been repurchased under all of the repurchase programs at an average cost of
$13.13 per share.

MANAGEMENT STRATEGY

         HOME LENDING AND ASSET QUALITY. The Bank's strategy has been to
maintain its focus as a traditional consumer oriented financial intermediary
serving the markets in which its offices are located.

         The Bank has emphasized, and intends to continue to emphasize, the
origination of one- to four-family residential mortgage loans in its lending
area, which is defined generally as Cook, DuPage and Lake Counties in Illinois.
At June 30, 2002, one- to four-family residential mortgage loans totaled $171.5
million or 98.5% of gross loans, of which $164.9 million or approximately 94.6%
of gross loans, are at fixed rates of interest. Approximately 1.5% of gross
loans consisted of multifamily mortgage loans, land, construction and
development loans, home equity and other loans. For the 2002 fiscal year, the
Bank originated $37.4 million of loans. The



                                       4
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                               2002 ANNUAL REPORT
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Bank also invests in mortgage-backed securities. The Bank's holdings of
mortgage-backed securities totaled $23.0 million at June 30, 2002, representing
10.1% of total assets.

         The Bank pays particular attention to both the value estimates applied
to the collateral securing loans, as well as to the creditworthiness of its
prospective borrowers and employs rigorous underwriting standards to minimize
risk of loss. As a result of this strategy, historically the Bank has had
minimal loss experience in its lending operations. The Bank's ratio of
non-performing loans to total loans at year-end ranged from 0.0% to 0.29% for
the last five fiscal years. The ratio of non-performing assets to total assets
ranged from 0.0% to 0.16% for the last five fiscal years. The Bank's ratio of
allowance for loan losses to non-performing loans ranged from none to 267.86%
for the last five fiscal years. The Bank had no non-performing loans at June 30,
2002.

         SAVINGS DEPOSITS AND BORROWED MONEY. The Bank's savings deposits are
derived principally from its primary market area. The Bank's strategy has been
to maintain a high level of stable savings deposits by providing quality service
to its customers without significantly increasing its cost of funds. The Bank's
low-cost deposit base, consisting of passbook accounts, noninterest bearing NOW
accounts, interest bearing NOW accounts and money market demand accounts,
totaled $69.6 million or 52.7% of total savings deposits and had a weighted
average effective rate of 1.67% at June 30, 2002. For the past three years,
these accounts have consistently accounted for more than 48.0% of total savings
deposits and had a weighted average effective rate of not more than 2.30%
throughout this period. At June 30, 2002, money market demand accounts totaled
$10.8 million or 8.2% of total savings deposits and had a weighted average
effective rate of 2.09%. The Bank has consistently maintained an overall cost of
funds lower than the National Median Cost of Funds Rate as determined by the
Office of Thrift Supervision (the "OTS"). At June 30, 2002, the Bank's cost of
savings deposits was 2.60% and its cost of funds (including FHLB borrowings) was
3.26%. The Bank has not and does not intend to use brokered deposits as a source
of funds.

         MANAGEMENT OF INTEREST RATE RISK. The Bank's business strategy also
seeks to reduce the Bank's vulnerability to changes in interest rates. Pursuant
to this strategy, the Bank, (i) emphasizes the origination of mortgage loans
with terms of 15-years, instead of 30-year terms, (ii) seeks to attract and
maintain passbook accounts, which are considered by management to be more
resistant to changes in interest rates, and (iii) purchases mortgage-backed
securities primarily with maturities of five to fifteen years.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The principal objectives of the Bank's interest rate risk ("IRR")
management activities are to: (i) evaluate the interest rate risk included in
certain balance sheet accounts; (ii) determine the level of risk appropriate
given the Bank's business focus, operating environment, capital and liquidity
requirements and performance objectives; and (iii) manage this risk consistent
with Board approved guidelines. Through such management, the Bank seeks to
reduce vulnerability to changes in interest rates and to manage the ratio of
interest rate sensitive assets to interest rate sensitive liabilities within
specified maturities or repricing dates. The Bank monitors its interest rate
risk as such risk relates to its operating strategies. The change in levels of
interest rates is an



                                       5
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                               2002 ANNUAL REPORT
================================================================================


uncertainty that could have an impact on the earnings of the Bank. The Bank's
Chief Financial Officer is charged with the responsibility of developing and
implementing an interest rate risk management and reporting system. This system
measures the Bank's exposure to interest rate risk and provides reports
quarterly to management and the Board of Directors to ensure compliance with the
limits of the policy.

         To the extent consistent with its interest rate spread objectives and
market conditions, the Bank attempts to manage its interest rate risk and has
taken several steps in this regard. First, a majority of the Bank's
mortgage-backed and investment securities acquisitions since 1993 have been
securities having a balloon maturity of five or seven years. At June 30, 2002,
the Company had $30.2 million in mortgage-backed and investment securities
approximately $20.1 million of which mature within ten years.

         Second, a significant portion of the Bank's deposits are passbook
accounts, which are considered by management to be somewhat more resistant to
interest rate changes than most other types of accounts. At June 30, 2002, the
Bank had $41.9 million in passbook accounts. Finally, although the Bank makes
minimal adjustable rate loans due to competitive factors, the Bank's fixed rate
lending program emphasizes loans with terms of 15 years or less. At June 30,
2002, the Bank had $59.2 million or over 34.0% of total loans with remaining
terms of 16 years or less.

         Despite the efforts taken by the Bank to seek to reduce its level of
interest rate risk, and the Bank's intent to continue to seek to reduce its
exposure to interest rate risk, the Bank has remained vulnerable to changes in
interest rates. There can be no assurance that the Bank will not experience
changes in net income and net interest income during periods of increasing or
decreasing interest rates.

         Net Portfolio Value ("NPV") analysis provides a quantification of
interest rate risk. In essence, this approach calculates the present value of
expected cash flows from existing assets less the present value of expected cash
flows from existing liabilities plus the present value of net expected cash
inflows from existing off-balance sheet contracts.

         The OTS provides all institutions that file a schedule entitled the
Consolidated Maturity & Rate schedule ("CMR") as a part of their quarterly
Thrift Financial Report with an interest rate sensitivity report of NPV. The OTS
simulation model uses a discounted cash flow analysis and an option-based
pricing approach to measuring the interest rate sensitivity of NPV. The OTS
model estimates the economic value of each type of asset, liability, and
off-balance sheet contract under the assumption that the Treasury yield curve
shifts instantaneous and parallel up and down 100 to 300 basis points in 100
basis point increments. The OTS allows thrifts under $500 million in total
assets to use the results of their interest rate sensitivity model, which is
based on information provided by the institution, to estimate the sensitivity of
NPV.

         The OTS model utilizes an option-based pricing approach to estimate the
sensitivity of mortgage loans. The most significant embedded option in these
types of assets is the prepayment option of the borrowers. The OTS model uses
various price indications and prepayment assumptions to estimate sensitivity of
mortgage loans.



                                       6
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                               2002 ANNUAL REPORT
================================================================================


         In the OTS model, the value of deposit accounts appears on the asset
and liability side of the NPV analysis. In estimating the value of certificates
of deposit accounts, the liability portion of the CD is represented by the
implied value when comparing the difference between the CD face rate and
available wholesale CD rates. On the asset side of the NPV calculation, the
value of the "customer relationship" due to the rollover of retail CD deposits
represents an intangible asset in the NPV calculation.

         Other deposit accounts such as NOW accounts, money market demand
accounts, passbook accounts, and non-interest-bearing accounts also are included
on the asset and liability side of the NPV calculation in the OTS model. These
accounts are valued at 100% of the respective account balances on the liability
side. On the asset side of the analysis, the value of the "customer
relationship" of the various types of deposit accounts is reflected as a deposit
intangible.

         The NPV sensitivity of borrowed funds is estimated by the OTS model
based on a discounted cash flow approach. The cash flows are assumed to consist
of monthly or semi-annual interest payments with principal paid at maturity
(dependent upon the type of borrowing). The OTS model is based on only the
Bank's balance sheet, because virtually all of the Company's interest rate risk
exposure lies at the Bank level. Management believes the table below also
reflects an analysis of the Company's IRR.

         Presented below, as of June 30, 2002, is an analysis of the Bank's
estimated interest rate risk as measured by changes in NPV for instantaneous and
sustained parallel shifts in interest rates, up 300 basis points in 100 point
increments and down 100 basis points. The regulatory focus of asset and
liability management allows institutions to perform an in-house estimate of risk
as the basis for measuring risk-based capital. The Bank has demonstrated through
its past pricing action that passbook accounts function as relatively fixed rate
deposits, and as such, the passbook accounts are not rate sensitive deposits.
Based upon the Bank's historical experience of its passbook accounts, the Bank
calculates the core deposit intangible value for those accounts. This
calculation is substituted for the OTS calculations and then a new set of ratios
is computed. The Bank's asset and liability structure results in a decrease in
NPV in a rising interest rate scenario. During periods of rising interest rates,
the value of monetary assets declines more rapidly than the value of monetary
liabilities rises. Conversely, during periods of falling interest rates, the
value of monetary assets rises more rapidly than the value of monetary
liabilities declines. However, the amount of change in value of specific assets
and liabilities due to changes in interest rates is not the same in a rising
interest rate environment as in a falling interest rate environment (i.e., the
amount of value increase under a specific rate decline may not equal the amount
of value decrease under an identical upward interest rate movement).




                                       7
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                               2002 ANNUAL REPORT
================================================================================


<TABLE>
<CAPTION>
                                                                                NPV AS % OF ECONOMIC
        CHANGE IN INTEREST                   NET PORRFOLIO VALUE                   VALUE OF ASSETS
       RATE IN BASIS POINTS       NPV        -------------------                -----------------------
           (RATE SHOCKS)       AMOUNT              $ CHANGE       % CHANGE      NPV RATIO        CHANGE
           -------------       ------              --------       --------      ---------        ------
                                                ($ in thousands)
<S>                            <C>              <C>                  <C>           <C>          <C>
               300             $18,475          $(16,101)            (46.6)%       8.50 %       (621)bp
               200              24,128           (10,448)            (30.2)%      10.79         (391)
               100              29,766            (4,810)            (13.9)       12.96         (175)
           Static*              34,576                 -               -          14.70            -
              (100)             37,900             3,324               9.6        15.85          115
</TABLE>

____________________________
*Based on the economic value of the Bank's assets assuming no change in interest
rates.


         As noted above, the market value of the Bank's net assets would be
anticipated to decline in the event of certain designated increases in interest
rates. For instance, in the event of a 200 basis point increase in interest
rates, NPV is anticipated to fall by $10.4 million or 30.2%. The level of
interest rate risk in the NPV table set forth above at June 30, 2002 is within
the Bank's current guidelines for acceptable interest rate risk.

         In the event that interest rates change in the designated amounts,
there can be no assurance that the Bank's assets and liabilities would perform
as set forth above. In addition, a change in Treasury rates in the designated
amounts accompanied by a change in the shape of the Treasury yield curve would
cause changes to the NPV significantly different than indicated above.

         Certain shortcomings are inherent in the methods of analysis presented
in the computation of NPV. For example, although certain assets and liabilities
may have similar maturities or periods to repricing, they may react in different
degrees to changes in market interest rates. Also, the interest rates on certain
types of assets and liabilities may fluctuate in advance of changes in market
interest rates while interest rates on other types of assets may lag behind
changes in market rates. Additionally, certain assets, such as adjustable rate
loans, have features that restrict changes in interest rates both in the near
term and over the life of the asset. Further, in the event of a change in
interest rates, prepayment and early withdrawal levels would likely deviate
significantly from those assumed in the table. Finally, the ability of borrowers
to make scheduled payments on their adjustable rate loans may decrease in the
event of an interest rate increase. As a result, the actual effect of changing
interest rates may differ from that presented in the foregoing table.

ANALYSIS OF NET INTEREST INCOME

         Net interest income represents the difference between income on
interest-earning assets and expense on interest-bearing liabilities. Net
interest income depends upon the relative amounts of interest-earning assets and
interest-bearing liabilities and the interest rates earned or paid on them.

         The following tables set forth certain information relating to the
Bank's average balance sheet and reflects the average yield on assets and
average cost of liabilities for the periods indicated. Such yields and costs are
derived by dividing income or expense by the average monthly balance of assets
and liabilities, respectively, for the periods presented. Average



                                       8
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                               2002 ANNUAL REPORT
================================================================================


balances are derived from month end balances. Management does not believe that
the use of month end balances instead of daily balances has caused any material
difference in the information presented. The yields and costs include fees,
which are considered adjustments to yields.

<TABLE>
<CAPTION>
                                                                                     FOR THE YEAR ENDED
                                                     AT JUNE 30, 2002                   JUNE 30, 2002
                                                  ---------------------       -----------------------------------
                                                             WEIGHTED
                                                              AVERAGE         AVERAGE                   AVERAGE
                                                  BALANCE      RATE (1)       BALANCE      INTEREST    YIELD/COST
                                                  -------      --------       -------      --------    ----------
                                                                      (Dollars in thousands)
<S>                                             <C>            <C>          <C>          <C>               <C>
ASSETS
   Interest-earning assets:
     Mortgage-backed securities                 $   22,978     6.47 %       $   19,621   $    1,128        5.75 %
     Loans receivable (2)                          174,041     6.70            175,603       12,104        6.89
     Investment securities (3)                       8,506     6.34              9,166          553        6.03
     Interest-earnings deposits                      9,802     1.58              8,567          176        2.05
     Stock in FHLB-Chicago                           3,920     5.00              3,831          210        5.48
                                                ----------     ----         ----------   ----------        ----
        Total interest-earning assets              219,247     6.40 %          216,788       14,171        6.54 %
                                                ----------     ----         ----------   ----------        ----

     Allowance for loan losses                        (300)                       (300)
     Noninterest-earning assets                      8,435                      10,111
                                                ----------                  ----------
        Total assets                            $  227,382                  $  226,599
                                                ----------                  ----------

LIABILITIES & STOCKHOLDERS' EQUITY:
   Interest-bearing liabilities:
     NOW accounts                               $    9,841     1.03 %       $    9,132   $      142        1.55 %
     Money market demand accounts                   10,760     2.09             10,614          253        2.38
     Passbook/statement savings accounts            41,923     2.00             37,586          836        2.22
     Certificates of deposit                        62,510     3.63             67,102        3,018        4.50
     Borrowed money                                 61,000     4.68             59,769        2,952        4.94
                                                ----------     ----         ----------   ----------        ----
       Total interest-bearing liabilities          186,034     3.38            184,203        7,201        3.91
                                                ----------     ----         ----------   ----------        ----

     Noninterest-bearing NOW accounts                7,048                       6,965
     Other noninterest-bearing liabilities           5,067                       7,073
                                                ----------                  ----------
        Total liabilities                          198,149                     198,241
                                                ----------                  ----------

     Stockholders' equity                           29,233                      28,358
                                                ----------                  ----------
        Total liabilities and stockholders'
          equity                                  $227,382                 $   226,599
                                                ==========                  ==========

     Net interest income                                                                 $    6,970
                                                                                         ==========
     Average interest rate spread (4)                          3.02 %                                      2.63 %
                                                               ====                                        ====
     Net interest margin (5)                                                                               3.22 %
                                                                                                           ====
     Net interest earning assets                $   33,213                  $   32,585
                                                ==========                  ==========
     Ratio of interest-earning assets to
        interest-bearing liabilities                117.85 %                    117.69 %
                                                ==========                  ==========
</TABLE>

(NOTES ON FOLLOWING PAGE)



                                       9
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                               2002 ANNUAL REPORT
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<TABLE>
<CAPTION>
                                                     FOR THE YEAR ENDED                   FOR THE YEAR ENDED
                                                       JUNE 30, 2001                        JUNE 30, 2000
                                             ---------------------------------      -------------------------------
                                                                       AVERAGE                             AVERAGE
                                             AVERAGE                    YIELD/      AVERAGE                 YIELD/
                                              BALANCE      INTEREST      COST       BALANCE     INTEREST     COST
                                              -------      --------      ----       -------     --------     ----
                                                                      (Dollars in thousands)
<S>                                         <C>           <C>            <C>      <C>         <C>            <C>
ASSETS
    Interest-earning assets:
      Mortgage-backed securities            $   27,918    $  1,704       6.10 %   $   45,526  $   2,675      5.88
      Loans receivable (2)                     162,731      11,566       7.11        146,418     10,270      7.01
      Investment securities (3)                  8,790         563       6.41          3,833        271      7.07
      Interest-earnings deposits                 5,096         266       5.22          4,635        242      5.22
      Stock in FHLB-Chicago                      3,558         259       7.28          2,808        190      7.05
                                            ----------    --------     ------     ----------  ---------    ------
         Total interest-earning assets         208,093      14,358       6.90 %      203,220     13,656      6.72 %
                                            ----------    --------     ------     ----------  ---------    ------

      Allowance for loan losses                   (300)                                 (300)
      Noninterest-earning assets                 9,028                                 9,302
                                            ----------                            ----------
         Total assets                       $  216,821                            $  212,222
                                            ==========                            ==========
LIABILITIES & STOCKHOLDERS' EQUITY:
    Interest-bearing liabilities:
      NOW accounts                          $    8,573    $    171       1.99 %   $    8,834  $     177      2.00 %
      Money market demand accounts               9,561         299       3.13         11,068        347      3.14
      Passbook/statement savings accounts       36,362         910       2.50         37,757        944      2.50
      Certificates of deposit                   58,661       3,290       5.61         55,668      2,769      4.97
      Borrowed funds                            62,769       3,777       6.02         55,846      3,207      5.74
                                            ----------    --------     ------     ----------  ---------    ------
        Total interest-bearing liabilities  $  175,926    $  8,447       4.80 %   $  169,173  $   7,444      4.40 %
                                            ----------    --------     ------     ----------  ---------    ------

      Noninterest-bearing NOW accounts           6,337                                 6,213
      Other noninterest-bearing liabilities      5,519                                 4,739
                                            ----------                            ----------
         Total liabilities                  $  187,782                            $  180,125
                                            ----------                            ----------

      Stockholders' equity                      29,039                                32,097
                                            ----------                            ----------
         Total liabilities and stockholders'
           equity                           $  216,821                            $  212,222
                                            ==========                            ==========

      Net interest income                                 $  5,911                            $   6,212
                                                          ========                            =========

      Average interest rate spread (4)                                   2.10 %                              2.32 %
                                                                         ====                                ====

      Net interest margin (5)                                            2.84 %                              3.06 %
                                                                         ====                                ====

      Net interest earning assets           $   32,167                            $   34,047
                                            ==========                            ==========
      Ratio of interest-earning assets to
         interest-bearing liabilities           118.28 %                              120.13 %
                                            ==========                            ==========
</TABLE>

________________________________________
    (1)    The weighted average rate represents the coupon associated with each
           asset and liability, weighted by the principal balance associated
           with each asset and liability.
    (2)    In computing the average balance of loans receivable, non-accrual
           loans have been included.
    (3)    Includes investment in mutual funds and preferred stock and related
           dividend income.
    (4)    Average interest rate spread represents the difference between the
           average rate earned on interest-earning assets and the average rate
           paid on interest-bearing liabilities.
    (5)    Net interest margin represents net interest income as a percentage of
           average interest-earning assets.

RATE/VOLUME ANALYSIS

         Net interest income can also be analyzed in terms of the impact
changing interest rates have on interest-earning assets and interest-bearing
liabilities, and the change in the volume or amount of these assets and
liabilities. In general, increases in the volume or amount of interest-



                                       10
<PAGE>
                               2002 ANNUAL REPORT
================================================================================


bearing liabilities, as well as increases in the interest rates paid on
interest-bearing liabilities, and decreases in the volume or amount of
interest-earning assets, as well as decreases in the yields earned on
interest-earning assets, have the effect of reducing the Bank's net interest
income. Conversely, increases in the volume or amount of the Bank's
interest-earning assets, as well as increases in the yields earned on
interest-earning assets, and decreases in the volume or amount of
interest-bearing liabilities, as well as decreases in the rates paid on
interest-bearing liabilities, have the effect of increasing the Bank's net
interest income. The following table sets forth certain information regarding
changes in interest income and interest expense for the periods indicated. For
each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to changes in volume (changes in
volume multiplied by old rate) and changes in rates (changes in rates multiplied
by old volume). Changes attributable to the combined impact of rate volume have
been allocated proportionately to the changes due to volume and the changes due
to rate.


<TABLE>
<CAPTION>
                                                   YEAR ENDED                        YEAR ENDED
                                                 JUNE 30, 2002                     JUNE 30, 2001
                                             COMPARED TO YEAR ENDED             COMPARED TO YEAR ENDED
                                                 JUNE 30, 2001                      JUNE 30, 2000
                                       ------------------------------     ------------------------------
                                              INCREASE/(DECREASE)                INCREASE/(DECREASE)
                                                    DUE TO                             DUE TO
                                       ------------------------------     ------------------------------
                                       VOLUME        RATE         NET     VOLUME        RATE         NET
                                       ------        ----         ---     ------        ----         ---
<S>                                   <C>         <C>        <C>         <C>         <C>        <C>
INTEREST-EARNING ASSETS
   Mortgage-backed securities         $  (483)    $    (93)  $    (576)  $ (1,068)   $      97  $     (971)
   Loans receivable                       901         (363)        538      1,149          147       1,296
   Investment securities (1)               24          (34)        (10)       319          (27)        292
   Interest-earning deposits              123         (213)        (90)        24            -          24
   Stock in FHLB of Chicago                19          (68)        (49)        55            6          61
                                      -------     --------   ---------   --------    ---------  ----------
     Total                            $   584     $   (771)  $    (187)  $    479    $     223  $      702
                                      =======     ========   =========   ========    =========  ==========

INTEREST-BEARING LIABILITIES
   NOW accounts                       $    11     $    (40)  $     (29)  $     (5)   $      (1) $       (6)
   Money market demand accounts            31          (77)        (46)       (47)          (1)        (48)
   Passbook/statement savings accounts     30         (104)        (74)       (34)           -         (34)
   Certificates of deposit                434         (706)       (272)       154          367         521
   Borrowed money                        (174)        (651)       (825)       409          161         570
                                      -------     --------   ---------   --------    ---------  ----------
     Total                            $   332     $ (1,578)  $  (1,246)  $    477    $     526  $    1,003
                                      =======     ========   =========   ========    =========  ==========

Net change in net interest income     $   252     $    807   $   1,059   $      2    $    (303) $     (301)
                                      =======     ========   =========   ========    =========  ==========
</TABLE>

___________________________________
(1) Includes investment in mutual funds and preferred stock and related dividend
income.


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2002 AND JUNE 30, 2001

         Total assets increased $3.8 million from $223.6 million at June 30,
2001 to $227.4 million at June 30, 2002. The components of the Company's asset
base also changed from June 30, 2001 to June 30, 2002. Mortgage-backed
securities ("MBS") (including both held-to-maturity and available-for-sale
portfolios) increased $600,000 from $22.4 million at June 30, 2001 to $23.0
million at June 30, 2002. This increase was primarily due to the purchase of
$10.1 million of securities, which was offset by $9.8 million in principal
repayments. An increase of $3.5 million in loans receivable from $170.2 million
at June 30, 2001 to $173.7 million at June 30, 2002, was the result of loan
originations of $37.4 million which exceeded the $35.1 million


                                       11
<PAGE>
                               2002 ANNUAL REPORT
================================================================================


of loan repayments. Interest earning deposits increased $632,000 from $9.2
million at June 30, 2001 to $9.8 million at June 30, 2002.

         Investments in mutual funds, preferred stock, bonds and insurance
annunities (including both held-to-maturity and available-for-sale portfolios)
were $8.5 million and $9.4 million at June 30, 2002 and 2001, respectively. This
decrease reflects the sale of corporate preferred stocks of $1.1 million during
the fiscal year ended June 30, 2002. The net unrealized gain or loss in the
available-for-sale portfolio is included as a component of accumulated other
comprehensive income (loss).

         Management believes the allowance for loan losses to be a critical
accounting policy. It is the policy of the Company to provide specific valuation
allowances for estimated losses on loans when any permanent decline in value is
identified. Periodic reviews are made to identify potential problem loans. In
addition to specific allowances, the Company maintains a general allowance for
loan losses. Additions to the allowance for loan losses are charged to
operations. Also, various regulatory agencies, as an integral part of their
examination process, periodically review the Company's allowance for loan
losses. Such agencies may require the Company to recognize additions to the
allowance based on their judgments using information available to them at the
time of their examination. In the opinion of management, the allowance for loan
losses, when taken as a whole, is adequate to absorb probable losses in the loan
portfolio. The allowance for loan losses at June 30, 2002 and 2001 was $300,000.
The ratio of the allowance for loan losses to total loans was 0.17% and 0.18% at
June 30, 2002 and 2001, respectively. At June 30, 2001, the ratio of the
allowance for loan losses to non-performing loans was 267.9%. The Bank had no
non-performing loans at June 30, 2002 and one non-performing loan totaling
approximately $112,000 at June 30, 2001. There were no loan chargeoffs during
the fiscal years June 30, 2002 and 2001.

         Savings deposits increased $3.9 million from June 30, 2001 to June 30,
2002; during this time, borrowed funds remained constant at $61.0 million.
Passbook accounts increased $6.5 million and certificate accounts decreased $3.7
million. The decrease in certificate and increase in passbook accounts were both
caused by the current low interest rate environment.

         Stockholders' equity increased $1.2 million from June 30, 2001, due to
net income of $1.0 million and an increase in accumulated other comprehensive
income of $406,000 due to an increase in the market value of the
available-for-sale investment portfolio, and was partially offset by the
Company's stock repurchase program and the payment of dividends in fiscal 2002
of $0.24 per share. During the fiscal year ended June 30, 2002, the Company
repurchased 38,500 shares of its common stock at a cost of $597,000. The
Company's book value has increased to $19.37 per share at June 30, 2002 compared
to $18.14 per share at June 30, 2001, an increase of $1.23 or approximately
6.8%.

COMPARISON OF OPERATING RESULTS FOR THE YEAR ENDED JUNE 30, 2002 AND 2001

         GENERAL. For the year ended June 30, 2002, net income was $1.0 million
or $0.73 basic and $0.72 diluted earnings per share, compared to $955,000 or
$0.61 basic and diluted earnings per share for the year ended June 30, 2001.



                                       12
<PAGE>
                               2002 ANNUAL REPORT
================================================================================


         INTEREST INCOME. Interest income was $14.2 million for the year ended
June 30, 2002, compared to $14.4 million for the year ended June 30, 2001. The
average balance of interest earning assets increased $8.7 million from $208.1
million for the year ended June 30, 2001 to $216.8 million for the year ended
June 30, 2002. Generally, yields earned on new mortgage loan originations were
less than rates earned on loan and MBS repayments, as a result the average yield
on the Bank's interest-earning assets decreased 36 basis points from 6.90% for
the year ended June 30, 2001 to 6.54% for the year ended June 30, 2002.

         INTEREST EXPENSE. Interest expense decreased $1.2 million and was $7.2
million for the year ended June 30, 2002. This decrease was due primarily to a
lower cost of funds. The average rate paid on interest-bearing liabilities
decreased 89 basis points from 4.80% for the year ended June 30, 2001 to 3.91%
for the year ended June 30, 2002. The average balance of interest-bearing
liabilities increased $8.3 million to $184.2 million for the year ended June 30,
2002 from $175.9 million for the year ended June 30, 2001.

         NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest
income before provision for loan losses increased $1.1 million and was $7.0
million for the year ended June 30, 2002. The average interest rate spread was
2.63% for the year ended June 30, 2002 and 2.10% in 2001. Net interest margin
was 3.22% for the year ended June 30, 2002 and 2.84% for the year ended June 30,
2001.

         PROVISION FOR LOAN LOSSES. There was no provision for loan losses for
the years ended June 30, 2002 and 2001. See "Comparison of Financial Condition
at June 30, 2002 and June 30, 2001."

         NONINTEREST INCOME. Noninterest income was $212,000 for the year ended
June 30, 2002 compared to $1.1 million for the year ended June 30, 2001. The
decrease of $868,000 was primarily due to: a reduction of $210,000 in the gain
on sale of available-for-sale securities, which was $19,000 in fiscal 2002
compared to $229,000 in fiscal 2001; a write down in fiscal 2002 totaling
$166,000, of certain available-for-sale securities to their estimated fair value
due to the securities being other than temporarily impared (there was no similar
charge in fiscal 2001); and the Company's receipt in 2001 of a $523,000
litigation settlement to recover damages in a real estate development known as
The Trails of Olympia Fields (there was no similar settlement in fiscal 2002.)

         NONINTEREST EXPENSE. Noninterest expense decreased $50,000 from $5.7
million for the fiscal year ended June 30, 2001 to $5.6 million for the fiscal
year ended June 30, 2002.

         Compensation expense increase $149,000 to $3.1 million for the year
ended June 30, 2002, primarily due to the increased cost of employee benefit
plans which are tied to the market value of the Company's common stock.

         Professional service expense was $646,000 for the year ended June 30,
2002 and $936,000 for the year ended June 30, 2001. The decrease of $290,000 was
due to reduced legal expense in fiscal 2002. In fiscal 2001 the Company incurred
legal cost related to the litigation settlement noted above. In fiscal 2002 the
Company has incurred professional service fees



                                       13
<PAGE>
                               2002 ANNUAL REPORT
================================================================================


relating to the planned sale of the Company and consulting payments made to
certain retired executives of the Company.

         INCOME TAX EXPENSE. Income tax expense increased $169,000 from $369,000
for the year ended June 30, 2001 to $538,000 for the year ended June 30, 2002.
This increase was primarily due to an increase of $240,000 in pre-tax income and
an increase in the effective tax rate. The effective tax rate was 34.4% and
27.9% for the years ended June 30, 2002 and 2001, respectively. The increase in
the effective tax rate was primarily due to a decrease in dividend received
deductions recorded in fiscal year 2002 for dividends received on the Company's
investments in mutual funds and preferred stock.

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2001 AND JUNE 30, 2000

         Total assets increased $7.9 million from $215.7 million at June 30,
2000 to $223.6 million at June 30, 2001. The components of the Company's asset
base also changed from June 30, 2000 to June 30, 2001. Mortgage-backed
securities ("MBS") (including both held-to-maturity and available-for-sale
portfolios) decreased $15.0 million from $37.4 million at June 30, 2000 to $22.4
million at June 30, 2001. This decrease was primarily due to the receipt of
$15.6 million in principal repayments during the twelve month period. An
increase of $15.0 million in loans receivable was the result of loan
originations of $37.6 million which exceeded the $22.6 million of loan
repayments. Interest earning deposits increased $5.8 million from $3.4 million
at June 30, 2000 to $9.2 million at June 30, 2001, primarily from increased
savings deposits.

         Investments securities (including both held-to-maturity and
availabe-for-sale portfolios) increased $1.9 million from $7.5 million at June
30, 2000 to $9.4 million at June 30, 2001. This increase was due primarily to
the purchase of $4.4 million of securities, and an increase of $1.2 million in
market value which was offset by the sale of $3.7 million of securities. The net
unrealized gain/(loss) in this portfolio is included as a component of
accumulated other comprehensive income/(loss).

         Management believes the allowance for loan losses to be a critical
accounting policy. It is the policy of the Company to provide specific valuation
allowances for estimated losses on loans when any permanent decline in value is
identified. Periodic reviews are made to identify potential problem loans. In
addition to specific allowances, the Company maintains a general allowance for
loan losses. Additions to the allowance for loan losses are charged to
operations. Also, various regulatory agencies, as an integral part of their
examination process, periodically review the Company's allowance for loan
losses. Such agencies may require the Company to recognize additions to the
allowance based on their judgments using information available to them at the
time of their examination. In the opinion of management, the allowance for loan
losses, when taken as a whole, is adequate to absorb probable losses in the loan
portfolio. The allowance for loan losses at June 30, 2001 and June 30, 2000 was
$300,000. The ratio of the allowance for loan losses to total loans was 0.18%
and 0.19% at June 30, 2001 and June 30, 2000, respectively. At June 30, 2001 and
2000, the ratio of the allowance for loan losses to non-performing loans was
267.86% and 120.48%, respectively. The Bank had one non-performing loan totaling
approximately $112,000 at June 30, 2001 and two non-performing loans totaling




                                       14
<PAGE>
                               2002 ANNUAL REPORT
================================================================================


approximately $249,000 at June 30, 2000. There were no loan chargeoffs during
the years ended June 30, 2001 and 2000.

         Savings deposits increased $12.7 million from June 30, 2000 to June 30,
2001. This increase was primarily due to an 8-month 6.68% CD program which ended
December 31, 2000. During this time, borrowed money decreased by $5.0 million.
Interest bearing NOW accounts increased $1.3 million. Passbook savings were
$35.4 million at June 30, 2001 compared to $37.4 million at June 30, 2000.
Certificates of deposit accounts increased $14.4 million to $66.1 million at
June 30, 2001. During the year, the Bank offered a special CD program which
attracted approximately $11.5 million of new certificates of deposit.

         Stockholders' equity at June 30, 2001 was $28.1 million or $500,000
less than at June 30, 2000. This decrease includes net income of $955,000 and an
increase of $1.3 million in accumulated other comprehensive income which was
offset by treasury stock purchases of $3.0 million and cash dividends declared
of $324,000. The Company's book value was $18.14 per share at June 30, 2001
compared to $16.40 per share at June 30, 2000, an increase of $1.74.

COMPARISON OF OPERATING RESULTS FOR THE YEAR ENDED JUNE 30, 2001 AND 2000

         GENERAL. For the year ended June 30, 2001, net income was $955,000 or
$0.61 basic and diluted earnings per share, compared to $459,000 or $0.24 basic
and diluted earnings per share for the year ended June 30, 2000.

         INTEREST INCOME. Interest income was $14.4 million for the year ended
June 30, 2001 compared to $13.7 million for the year ended June 30, 2000. The
average balance of interest-earning assets increased $4.9 million from $203.2
million for the year ended June 30, 2000 to $208.1 million for the year ended
June 30, 2001. The average yield on the Bank's interest-earning assets increased
18 basis points from 6.72% for the year ended June 30, 2000 to 6.90% for the
year ended June 30, 2001.

         INTEREST EXPENSE. Interest expense increased $1.0 million and was $8.4
million for the year ended June 30, 2001 compared to $7.4 million for the year
ended June 30, 2000. The average rate paid on interest-bearing liabilities
increased 40 basis points from 4.40% for the year ended June 30, 2000 to 4.80%
for the year ended June 30, 2001. The average balance of interest-bearing
liabilities increased $6.8 million to $176.0 million for the year ended June 30,
2001 from $169.2 million for the year ended June 30, 2000. The increase in the
cost of average interest-bearing liabilities resulted primarily from the renewal
of maturing certificates of deposit and borrowed funds at higher rates and a
special CD program which attracted approximately $11.5 million of new deposits.

         NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest
income before provision for loan losses was $5.9 million for the year ended June
30, 2001 and $6.2 million for the year ended June 30, 2000. The average interest
rate spread decreased 22 basis points from 2.32% for the year ended June 30,
2000 to 2.10% for the comparable period in 2001. Net interest margin decreased
22 basis points and was 2.84% for the year ended June 30, 2001.



                                       15
<PAGE>
                               2002 ANNUAL REPORT
================================================================================


         PROVISION FOR LOAN LOSSES. There was no provision for loan losses for
the year ended June 30, 2001 or for the comparable period in 2000. See
"Comparison of Financial Condition at June 30, 2001 and June 30, 2000."

         NONINTEREST INCOME. Noninterest income was $1.1 million for the year
ended June 30, 2001, compared to $303,000 for the year ended June 30, 2000. This
increase of $777,000 was primarily due to a $229,000 gain on the sale of
available-for-sale securities and a settlement agreement reached in the fourth
quarter, of $523,000 in a suit to recover damages in a real estate development
known as The Trails of Olympia Fields.

         NONINTEREST EXPENSE. Noninterest expense decreased $217,000 from $5.9
million for the year ended June 30, 2000 to $5.7 million for the year ended June
30, 2001.

         Compensation and benefits expense decreased $189,000 to $2.9 million
for the year ended June 30, 2001 due to decreased staffing levels which was
partially offset by increased salaries of all employees.

         Professional services expense for the year ended June 30, 2001 was
$936,000 as compared to $897,000 for the year ended June 30, 2000. In both
fiscal years, the Company incurred substantial legal fees to recover damages in
The Trails of Olympia Fields suit.

         INCOME TAX EXPENSE. Income tax expense increased $197,000 from $173,000
for the year ended June 30, 2000 to $370,000 for the year ended June 30,
2001.This increase was primarily due to an increase of $693,000 in pre-tax
income. The effective tax rate was 28% for the year ended June 30, 2001 and 27%
for the year ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The term "liquidity" as used by a savings bank refers to the ability of
the institution to produce sufficient cash to meet withdrawals, fund loan
commitments and pay operating expenses. Cash needed to fund these requirements
is generated by savings deposits, loan repayments, securities sales, FHLB
advances, and other sources of income.

         The Bank's primary sources of funds are savings deposits, principal and
interest payments on loans and mortgage-backed securities, and borrowings from
the 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. Cash flow from operating
activities amounted to $1.4, $1.0, and $2.6, million for the 2002, 2001, and
2000 fiscal years, respectively.

         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.



                                       16
<PAGE>
                               2002 ANNUAL REPORT
================================================================================


         The primary investing activities of the Bank are the origination of
mortgage and other loans and the purchase and sale of mortgage-backed and other
securities. During the fiscal years ended June 30, 2002, 2001, and 2000 the
Bank's disbursements for loan originations totaled $37.4, $37.1, and $32.5,
million, respectively. These activities were funded primarily by principal
repayments on loans and securities. Net cash flows used in investing activities
amounted to $2.9 million, $55,000 and $5.9 million for the 2002, 2001 and 2000
fiscal years respectively.

         For the 2002 fiscal year, the Company repurchased $597,000 of its
common stock; also the Bank had a $3.9 million net increase in deposits
(including the effect of interest credited). For the 2001 fiscal year, the Bank
experienced net increases in deposits (including the effect of interest
credited) of $12.7 million and for fiscal year 2000, a decrease of $8.4 million.

         Net cash flows provided by financing activities amounted to $2.7 and
$4.5 million for the 2002 and 2001 fiscal years. Net cash flows used in
financing activities amounted to $957,000 for the year ended June 30, 2000.

         The Bank's most liquid assets are cash and cash equivalents, which
consist of short-term highly liquid investments with original maturities of less
than one year that are readily convertible to known amounts of cash and
interest-earning deposits. The level of these assets is dependent on the Bank's
operating, financing and investing activities during any given period. At June
30, 2002, 2001, and 2000, cash and cash equivalents totaled $13.0, $11.8, and
$6.3 million, respectively.

         The Bank has other sources of liquidity if a need for additional funds
arises, including the ability to obtain additional FHLB advances. The Bank had
$61.0 million, outstanding in FHLB advances at both June 30, 2002 and 2001. The
Bank utilizes borrowings primarily to offset outflows in deposits at times when
the Bank does not believe that it can replace such funds with lower costing
deposit products. In addition, the Bank has used borrowed funds to fund the
purchase of mortgage-backed securities at times when the spread between the rate
paid on the borrowed funds and the yield earned on such securities was
favorable.

         At June 30, 2002, the Bank had outstanding loan origination commitments
of $1.6 million and unused lines of consumer credit of $854,000. The Bank
anticipates that it will have sufficient funds available to meet its current
origination and other lending commitments. Certificates of deposit scheduled to
mature in one year or less from June 30, 2002 totaled $46.2 million. Based upon
the Bank's most recent pricing strategy, management believes that a significant
portion of such deposits will remain with the Bank. Management believes it will
have adequate resources to fund all commitments on a short term and long term
basis in accordance with its business strategy.

         At June 30, 2002, the Bank exceeded all of its regulatory capital
requirements with a tangible capital level of $23.8 million, or 10.6% of total
adjusted assets, which is above the required level of $3.4 million or 1.5%; core
capital of $23.8 million, or 10.6% of total adjusted assets, which is above the
required level of $6.7 million or 3.0%; and total risk-based capital of



                                       17
<PAGE>
                               2002 ANNUAL REPORT
================================================================================


$24.1 million, or 22.8% of risk-weighted assets, which is above the required
level of $8.4 million, or 8.0%.

IMPACT OF INFLATION AND CHANGING PRICES

         The Company's Consolidated Financial Statements and Notes thereto
presented herein have been prepared in accordance with accounting principles
generally accepted in the United States of America, which generally require the
measurement of financial position and operating results in terms of historical
dollars without considering the changes in the relative purchasing power of
money over time due to inflation. The impact of inflation is reflected in the
increased cost of the Bank's operations. Unlike industrial companies, nearly all
of the assets and liabilities of the Bank are monetary in nature. As a result,
interest rates have a greater impact on the Bank's performance than do the
effects of general levels of inflation. Interest rates do not necessarily move
in the same direction or to the same extent as the price of goods and services.








                                       18

<PAGE>









                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Big Foot Financial Corp.
Long Grove, Illinois:


We have audited the accompanying consolidated balance sheets of Big Foot
Financial Corp. and subsidiary (the Company) as of June 30, 2002 and 2001, and
the related consolidated statements of earnings, stockholders' equity, and cash
flows for each of the years in the three-year period ended June 30, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Big Foot Financial
Corp. and subsidiary as of June 30, 2002 and 2001, and the results of their
operations and their cash flows for each of the years in the three-year period
ended June 30, 2002 in conformity with accounting principles generally accepted
in the United States of America.





/s/ KPMG LLP

Chicago, Illinois
July 26, 2002



                                       19

<PAGE>

<TABLE>
<CAPTION>
                                        BIG FOOT FINANCIAL CORP. AND SUBSIDIARY
                                              Consolidated Balance Sheets
                                                June 30, 2002 and 2001
------------------------------------------------------------------------------------------------------------------------
                                    ASSETS                                               2002                 2001
                                                                                         ----                 ----
<S>                                                                            <C>                      <C>
Cash and due from banks                                                        $        3,156,939            2,641,070
Interest-earning deposits                                                               9,802,181            9,169,858
Mortgage-backed securities held-to-maturity, at amortized
     cost (fair value of $4,740,985 and $8,110,953 at
     June 30, 2002 and 2001, respectively) (note 3)                                     4,589,972            8,080,634
Mortgage-backed securities available-for-sale, at fair value (note 3)                  18,387,712           14,327,538
Investment securities held-to-maturity, at amortized cost
     (fair value of $3,000,000 at June 30, 2002 and 2001) (note 3)                      3,000,000            3,000,000
Investment securities available-for-sale, at fair value (note 3)                        5,506,303            6,442,123
Loans receivable, net (note 4)                                                        173,740,546          170,188,383
Accrued interest receivable (note 5)                                                    1,178,817            1,009,321
Stock in Federal Home Loan Bank of Chicago, at cost                                     3,920,000            3,699,100
Office properties and equipment, net (note 6)                                           3,842,555            4,215,207
Prepaid expenses and other assets                                                         257,048              871,151
                                                                                -------------------     ----------------
                 Total assets                                                  $      227,382,073          223,644,385
                                                                                ===================     ================
                     LIABILITIES AND STOCKHOLDERS' EQUITY
Savings deposits (note 7):
     Interest-bearing                                                          $      125,033,708          121,288,076
     Noninterest-bearing                                                                7,048,057            6,918,454
                                                                                -------------------     ----------------
                 Total savings deposits                                               132,081,765          128,206,530
Borrowed money (note 8)                                                                61,000,000           61,000,000
Advance payments by borrowers for taxes and insurance                                   1,981,817            2,239,874
Accrued interest payable and other liabilities                                          3,085,044            4,116,023
                                                                                -------------------     ----------------
                 Total liabilities                                                    198,148,626          195,562,427
                                                                                -------------------     ----------------
Stockholders' equity (note 12):
     Preferred stock, $0.01 par value. Authorized 2,000,000 shares;
        none issued or outstanding                                                            --                   --
     Common stock, $0.01 par value. Authorized 8,000,000 shares;
        issued 2,512,750 shares                                                            25,128               25,128
     Treasury stock, at cost (1,003,582 and 965,082 shares at
        June 30, 2002 and 2001, respectively)                                         (13,178,685)         (12,581,935)
     Additional paid-in capital                                                        24,512,326           24,436,865
     Retained earnings - substantially restricted                                      18,270,096           17,579,052
     Common stock acquired by Employee Stock Ownership Plan                              (904,590)          (1,105,610)
     Common stock acquired by Recognition and Retention Plan                             (334,219)            (708,757)
     Accumulated other comprehensive income, net of tax                                   843,391              437,215
                                                                                -------------------     ----------------
                 Total stockholders' equity                                            29,233,447           28,081,958
                                                                                -------------------     ----------------
                 Total liabilities and stockholders' equity                    $      227,382,073          223,644,385
                                                                                ===================     ================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       20
<PAGE>

<TABLE>
<CAPTION>
                                        BIG FOOT FINANCIAL CORP. AND SUBSIDIARY
                                          Consolidated Statements of Earnings
                                       Years ended June 30, 2002, 2001, and 2000
------------------------------------------------------------------------------------------------------------------------
                                                                     2002                2001                2000
                                                                ----------------   -----------------   -----------------
<S>                                                          <C>                   <C>                 <C>
Interest and dividend income:
    Mortgage-backed securities held-to-maturity              $       378,469             628,392           1,271,263
    Mortgage-backed securities available-for-sale                    749,071           1,076,413           1,403,653
    Investment securities held-to-maturity                           187,972              31,810                 --
    Investment securities available-for-sale                         364,943             530,790             270,775
    Loans receivable                                              12,104,213          11,565,899          10,270,050
    Interest-earning deposits                                        176,050             265,530             242,365
    Federal Home Loan Bank of Chicago stock                          209,960             259,290             198,017
                                                                ----------------   -----------------   -----------------
               Total interest and dividend income                 14,170,678          14,358,124          13,656,123
                                                                ----------------   -----------------   -----------------
Interest expense:
    Savings deposits (note 7)                                      4,248,822           4,670,450           4,236,953
    Borrowed money (note 8)                                        2,952,337           3,776,718           3,207,441
                                                                ----------------   -----------------   -----------------
               Total interest expense                              7,201,159           8,447,168           7,444,394
                                                                ----------------   -----------------   -----------------
               Net interest income before
                  provision for loan losses                        6,969,519           5,910,956           6,211,729
Provision for loan losses (note 4)                                        --                  --                  --
                                                                ----------------   -----------------   -----------------
               Net interest income after provision
                  for loan losses                                  6,969,519           5,910,956           6,211,729
                                                                ----------------   -----------------   -----------------
Noninterest income:
    Gain on sale of securities available-for-sale                     19,086             229,096                  --
    Service fees                                                     307,698             263,485             260,069
    Litigation settlement (note 14)                                       --             522,500                  --
    Write-down of investment securities available-for-sale          (166,341)                 --                  --
    Other                                                             51,595              65,218              43,313
                                                                ----------------   -----------------   -----------------
               Total noninterest income                              212,038           1,080,299             303,382
                                                                ----------------   -----------------   -----------------
Noninterest expense:
    Compensation and benefits                                      3,076,034           2,927,567           3,115,737
    Office occupancy                                               1,110,474           1,064,259           1,125,842
    Federal deposit insurance premiums                                24,088              23,633              49,262
    Real estate held for sale and development                             --                  --               8,351
    Professional services                                            646,428             935,623             896,870
    Other                                                            760,023             715,661             687,470
                                                                ----------------   -----------------   -----------------
               Total noninterest expense                           5,617,047           5,666,743           5,883,532
                                                                ----------------   -----------------   -----------------
               Income before income taxes                          1,564,510           1,324,512             631,579
Income tax expense (note 9)                                          537,800             369,300             173,000
                                                                ----------------   -----------------   -----------------
               Net income                                    $     1,026,710             955,212             458,579
                                                                ================   =================   =================
Earnings per share (note 2):
    Basic                                                    $       0.73                0.61                0.24
    Diluted                                                          0.72                0.61                0.24
</TABLE>

See accompanying notes to consolidated financial statements.


                                       21
<PAGE>

<TABLE>
<CAPTION>
                                               BIG FOOT FINANCIAL CORP. AND SUBSIDIARY
                                           Consolidated Statements of Stockholders' Equity
                                              Years ended June 30, 2002, 2001, and 2000
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                         COMMON       COMMON
                                                                           ADDITIONAL                    STOCK        STOCK
                                      PREFERRED  COMMON      TREASURY       PAID-IN       RETAINED      ACQUIRED     ACQUIRED
                                       STOCK     STOCK         STOCK        CAPITAL       EARNINGS      BY ESOP       BY RRP
                                       -----     -----         -----        -------       --------      -------       ------
<S>                                 <C>          <C>        <C>           <C>           <C>           <C>          <C>
Balance at June 30, 1999            $      --    25,128     (3,259,062 )  24,463,104    16,866,409    (1,507,650)  (1,385,365)
Comprehensive income:
   Net income                              --        --             --            --       458,579            --           --
   Other comprehensive income
     (loss), net of tax:
       Unrealized holding loss on
         securities arising during
         the year                          --        --             --            --            --            --           --

          Total comprehensive income
Purchase of Treasury stock                 --        --     (6,307,698)           --            --            --           --
Purchase of RRP shares                     --        --             --            --            --            --      (36,683)
Cash dividends, $0.20 share                --        --             --            --      (377,377)           --           --
Amortization of award of
   RRP shares                              --        --             --       (54,200)           --            --      381,768
Cost of ESOP shares released               --        --             --            --            --       201,020           --
Market adjustment for release
   of ESOP shares                          --        --             --        46,766            --            --           --
                                      --------- ---------  ------------  ------------  ------------  ------------  -----------
Balance at June 30, 2000                   --    25,128     (9,566,760)   24,455,670    16,947,611    (1,306,630   (1,040,280)
Comprehensive income:
   Net income                              --        --             --            --       955,212            --           --
   Other comprehensive income,
     net of tax:
       Unrealized holding gain on
         securities arising during
         the year                          --        --             --            --            --            --           --
          Less reclassification
            adjustment for gains
            included in net income         --        --             --            --            --            --           --

          Total comprehensive income       --        --             --            --            --            --           --
Purchase of Treasury stock                 --        --     (3,015,175)           --            --            --           --
Purchase of RRP shares                     --        --             --            --            --            --      (50,265)
Cash dividends, $0.21 share                --        --             --            --      (323,771)           --           --
Amortization of award of
   RRP shares                              --        --             --       (80,258)           --            --      381,788
Cost of ESOP shares released               --        --             --            --            --       201,020           --
Market adjustment for release
   of ESOP shares                          --        --             --        61,453            --            --           --
                                      --------- ---------  ------------  ------------  ------------  ------------  -----------
Balance at June 30, 2001                   --    25,128    (12,581,935)   24,436,865    17,579,052    (1,105,610)    (708,757)
Comprehensive income:
   Net income                              --        --             --            --     1,026,710            --           --
   Other comprehensive income,
     net of tax:
       Unrealized holding gain on
         securities arising during
         the year                          --        --             --            --            --            --           --
          Less reclassification
            adjustment for gains
            included in net income         --        --             --            --            --            --           --

          Total comprehensive income       --        --             --            --            --            --           --
Purchase of Treasury stock                 --        --       (596,750)           --            --            --           --
Purchase of RRP shares                     --        --             --            --            --            --       (7,250)
Cash dividends, $0.24 share                --        --             --            --      (335,666)           --           --
Amortization of award of
   RRP shares                              --        --             --       (42,064)           --            --      381,788
Cost of ESOP shares released               --        --             --            --            --       201,020           --
Market adjustment for release
   of ESOP shares                          --        --             --       117,525            --            --           --
                                      --------- ---------  ------------  ------------  ------------  -----------   -----------
Balance at June 30, 2002            $      --    25,128    (13,178,685)   24,512,326    18,270,096      (904,590)    (334,219)
                                      ========= =========  ============  ============  ============  ============  ===========
</TABLE>

                                       ACCUMULATED
                                          OTHER
                                      COMPREHENSIVE
                                       INCOME (LOSS)    TOTAL
                                       -------------    -----
Balance at June 30, 1999                  (480,354)   34,722,210
Comprehensive income:
   Net income                                   --       458,579
   Other comprehensive income
     (loss), net of tax:
       Unrealized holding loss on
         securities arising during
         the year                         (422,723)     (422,723)
                                                     ------------
          Total comprehensive income                      35,856
Purchase of Treasury stock                      --    (6,307,698)
Purchase of RRP shares                          --       (36,683)
Cash dividends, $0.20 share                     --      (377,377)
Amortization of award of
   RRP shares                                   --       327,568
Cost of ESOP shares released                    --       201,020
Market adjustment for release
   of ESOP shares                               --        46,766
                                         ----------  ------------
Balance at June 30, 2000                  (903,077)   28,611,662
Comprehensive income:
   Net income                                   --       955,212
   Other comprehensive income,
     net of tax:
       Unrealized holding gain on
         securities arising during
         the year                        1,488,454     1,488,454
          Less reclassification
            adjustment for gains
            included in net income        (148,162)     (148,162)
                                                     ------------
          Total comprehensive income            --     2,295,504
Purchase of Treasury stock                      --    (3,015,175)
Purchase of RRP shares                          --       (50,265)
Cash dividends, $0.21 share                     --      (323,771)
Amortization of award of
   RRP shares                                   --       301,530
Cost of ESOP shares released                    --       201,020
Market adjustment for release
   of ESOP shares                               --        61,453
                                         ----------  ------------
Balance at June 30, 2001                   437,215    28,081,958
Comprehensive income:
   Net income                                   --     1,026,710
   Other comprehensive income,
     net of tax:
       Unrealized holding gain on
         securities arising during
         the year                          305,111       305,111
          Less reclassification
            adjustment for gains
            included in net income         101,065       101,065
                                                     ------------
          Total comprehensive income            --     1,432,886
Purchase of Treasury stock                      --      (596,750)
Purchase of RRP shares                          --        (7,250)
Cash dividends, $0.24 share                     --      (335,666)
Amortization of award of
   RRP shares                                   --       339,724
Cost of ESOP shares released                    --       201,020
Market adjustment for release
   of ESOP shares                               --       117,525
                                         ----------  ------------
Balance at June 30, 2002                   843,391    29,233,447
                                         ==========  ============

See accompanying notes to consolidated financial statements.


                                       22
<PAGE>

<TABLE>
<CAPTION>
                                               BIG FOOT FINANCIAL CORP. AND SUBSIDIARY
                                                Consolidated Statements of Cash Flows
                                              Years ended June 30, 2002, 2001, and 2000
------------------------------------------------------------------------------------------------------------------------------------
                                                                                      2002              2001             2000
                                                                                  --------------   ---------------  ---------------
<S>                                                                            <C>                 <C>              <C>
Cash flows from operating activities:
    Net income                                                                 $   1,026,710           955,212          458,579
    Adjustments to reconcile net income to net cash provided by operating
      activities:
         Depreciation                                                                423,993           428,457          487,602
         Deferred income taxes                                                      (193,164)          (45,869)         (48,091)
         Market adjustment for committed ESOP shares                                 117,525            61,453           46,766
         Cost of ESOP shares released                                                201,020           201,020          201,020
         Amortization of award of RRP shares                                         339,724           301,530          381,768
         Gain on sale of investment securities available-for-sale                    (19,086)         (229,096)              --
         Write-down of investment securities available-for-sale                      166,341                --               --
         Gain on sale of foreclosed real estate                                           --            (8,067)              --
         Federal Home Loan Bank of Chicago stock dividends                          (220,900)         (253,800)         (48,700)
         Net amortization (accretion) of deferred loan fees                           51,118             4,475          (46,598)
         Net amortization of discounts and premiums                                   93,703           118,373          333,968
         (Increase) decrease in accrued interest receivable                         (169,496)          (55,540)          25,229
         (Increase) decrease in prepaid expenses and other assets                    614,103          (436,758)          26,028
         Increase (decrease) in accrued interest payable and other liabilitie     (1,023,451)          (18,448)         738,970
                                                                                --------------   ---------------  ---------------
             Net cash provided by operating activities                             1,408,140         1,022,942        2,556,541
                                                                                --------------   ---------------  ---------------
Cash flows from investing activities:
    Net increase in loans receivable                                              (3,603,281)      (15,006,053)     (16,701,833)
    Purchases of mortgage-backed securities available-for-sale                   (10,124,140)               --               --
    Purchase of investment securities held-to-maturity                                    --        (3,000,000)              --
    Purchase of investment securities available-for-sale                                  --        (1,386,519)      (4,405,762)
    Principal repayments on mortgage-backed securities held-to-maturity            3,442,526         9,737,895       10,419,333
    Principal repayments on mortgage-backed securities available-for-sale          6,331,181         5,871,207        5,472,021
    Proceeds from sale of investment securities available-for-sale                 1,067,595         3,918,682               --
    Proceeds from sale of foreclosed real estate                                          --            86,283               --
    Proceeds from sale of real estate held for sale and development                       --                --          154,259
    Purchase of stock in Federal Home Loan Bank of Chicago                                --          (145,300)        (651,300)
    Purchase of office properties and equipment, net                                 (51,341)         (131,500)        (179,583)
                                                                                --------------   ---------------  ---------------
             Net cash used in investing activities                                (2,937,460)          (55,305)      (5,892,865)
                                                                                --------------   ---------------  ---------------
Cash flows from financing activities:
    Net increase (decrease) in savings deposits                                    3,875,235        12,712,502       (8,422,765)
    Proceeds from borrowed money                                                   8,000,000        52,000,000       52,000,000
    Repayments of borrowed money                                                  (8,000,000)      (57,000,000)     (38,000,000)
    Increase (decrease) in advance payments by
      borrowers for taxes and insurance                                             (258,057)          185,732          187,653
    Purchase of treasury stock                                                      (596,750)       (3,015,175)      (6,307,698)
    Purchase of RRP shares                                                            (7,250)          (50,265)         (36,683)
    Cash dividends paid                                                             (335,666)         (323,771)        (377,377)
                                                                                --------------   ---------------  ---------------
             Net cash provided by (used in) financing activities                   2,677,512         4,509,023         (956,870)
                                                                                --------------   ---------------  ---------------
             Net increase (decrease) in cash and cash equivalents                  1,148,192         5,476,660       (4,293,194)
Cash and cash equivalents at beginning of year                                    11,810,928         6,334,268       10,627,462
                                                                                --------------   ---------------  ---------------
Cash and cash equivalents at end of year                                       $  12,959,120        11,810,928        6,334,268
                                                                                ==============   ===============  ===============
Supplemental disclosures of cash flow information:
  Cash paid during the year for:
      Interest                                                                 $   7,548,764         8,253,942        7,401,282
      Income taxes                                                                   495,000           335,000          440,000
    Noncash activity:
      Transfer of loans to foreclosed real estate                                         --                --           78,216
</TABLE>

See accompanying notes to consolidated financial statements.


                                       23

<PAGE>

                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Big Foot Financial Corp. and subsidiary (the Company) prepares its
       financial statements on the basis of accounting principles generally
       accepted in the United States of America. The following is a description
       of the more significant of those policies which the Company follows in
       preparing and presenting its financial statements.

              PRINCIPLES OF CONSOLIDATION

              The consolidated financial statements include the accounts of Big
              Foot Financial Corp. and its wholly owned subsidiary, Fairfield
              Savings Bank, F.S.B (the Savings Bank). All significant
              intercompany balances have been eliminated in consolidation.

              USE OF ESTIMATES

              The preparation of financial statements in conformity with
              accounting principles generally accepted in the United States of
              America requires management to make estimates and assumptions that
              affect the amounts reported in the consolidated financial
              statements and accompanying notes. Actual results could differ
              from these estimates.

              MORTGAGE-BACKED SECURITIES

              Mortgage-backed securities which the Company has the positive
              intent and ability to hold to maturity are designated as
              held-to-maturity and are carried at amortized cost. All other
              mortgage-backed securities are designated as available-for-sale
              and are carried at fair value. The difference between amortized
              cost and fair value of the available-for-sale portfolio is
              reflected as a separate component of accumulated other
              comprehensive income, net of related tax effects. Unearned
              premiums and discounts are amortized over the estimated life of
              the security using the interest method. Gains and losses on the
              sale of mortgage-backed securities are determined using the
              specific identification method.

              INVESTMENT SECURITIES

              Investment securities which the Company has the positive intent
              and ability to hold to maturity are designated as held-to-maturity
              and are carried at amortized cost. All other investment securities
              are designated as available-for-sale and are carried at fair
              value. The difference between amortized cost and fair value of the
              available-for-sale securities is reflected as a separate component
              of accumulated other comprehensive income, net of related tax
              effects. If a decrease in the market value of a security is
              expected to be other than temporary, the security is written down
              to its fair value through a charge to income. Gains and losses on
              the sale of investment securities are determined using the
              specific identification method.

              LOANS RECEIVABLE

              Loans receivable are stated at unpaid principal balances less
              deferred loan fees and the allowance for loan losses. The Company
              defers loan origination fees and certain direct costs associated
              with loan originations. Net deferred fees are amortized as yield
              adjustments over the contractual life of the related loans using
              the interest method.




                                       24
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

              It is the policy of the Company to provide specific valuation
              allowances for estimated losses on loans when any permanent
              decline in value is identified. Periodic reviews are made to
              identify potential problem loans. In addition to specific
              allowances, the Company maintains a general allowance for loan
              losses. Additions to the allowance for loan losses are charged to
              operations. Also, various regulatory agencies, as an integral part
              of their examination process, periodically review the Company's
              allowance for loan losses. Such agencies may require the Company
              to recognize additions to the allowance based on their judgments
              using information available to them at the time of their
              examination. In the opinion of management, the allowance for loan
              losses, when taken as a whole, is adequate to absorb probable
              losses in the loan portfolio.

              The accrual of interest income is suspended and previously accrued
              interest income is reversed when a loan is contractually
              delinquent for 90 days or more and where collection of interest is
              doubtful. Accrual is resumed when the loan becomes less than 90
              days contractually delinquent and collection of interest is
              probable.

              Impaired loans are measured at the present value of expected
              future cash flows discounted at the loan's effective interest rate
              or at the fair value of the collateral. Impaired loans exclude
              homogeneous loans that are collectively evaluated for impairment,
              including one- to four-family residential real estate loans and
              consumer loans.

              FORECLOSED REAL ESTATE

              Foreclosed real estate represents real estate acquired through
              foreclosure which is recorded at the lower of cost or fair value
              less estimated costs to sell. After foreclosure, additional
              reserves are recorded as a charge to noninterest expense as
              necessary to reflect further impairment of the estimated net
              realizable value.

              DEPRECIATION

              Depreciation of office properties and equipment is recorded using
              the straight-line method over the estimated useful lives of the
              related assets. Estimated useful lives range between 3 and 40
              years.

              INCOME TAXES

              Deferred tax assets and liabilities are recognized for the future
              tax consequences attributable to temporary differences between the
              financial statement carrying amounts of existing assets and
              liabilities and their respective tax bases, as well as operating
              loss carryforwards. Deferred tax assets and liabilities are
              measured using enacted tax rates expected to apply to taxable
              income in the years in which those temporary differences are
              expected to be recovered or settled. The effect on deferred tax
              assets and liabilities of a change in tax rates is recognized in
              income in the period that includes the enactment date.




                                       25
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

              EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

              Compensation expense under the ESOP is equal to the fair value of
              common shares released or committed to be released annually to
              participants in the ESOP. Common stock purchased by the ESOP and
              not allocated to participants is included in the consolidated
              balance sheets at cost as a reduction of stockholders' equity.
              Dividends on allocated ESOP shares are recorded as a reduction of
              stockholders' equity; dividends on unallocated ESOP shares are
              used to pay debt service on the ESOP loan.

              RECOGNITION AND RETENTION PLAN (RRP)

              Compensation expense for recognition and retention plans is
              recognized as the participants vest in shares granted. For fixed
              awards, compensation expense is measured at the grant date as the
              fair value of the shares granted. For variable awards,
              compensation expense is determined each reporting period based on
              the market price of the Company's common stock at the end of each
              period.

              STOCK OPTION PLAN

              As allowed under the Financing Accounting Standards Board's (FASB)
              Statement of Financial Accounting Standards No. 123 (Statement
              123), ACCOUNTING FOR STOCK-BASED COMPENSATION, the Company
              measures stock-based compensation cost in accordance with
              Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK
              ISSUED TO EMPLOYEES. The Company has included in note 11 the
              effect of the fair value of the stock option plan on net income
              and earnings per share on a pro forma basis pursuant to Statement
              123.

              EARNINGS PER SHARE

              Basic earnings per share is calculated by dividing income
              available to common stockholders by the weighted average number of
              common shares outstanding. Diluted earnings per share is
              calculated by dividing income available to common stockholders by
              the weighted average number of common shares adjusted for the
              dilutive effect of outstanding stock options.

              ESOP shares are only considered outstanding for earnings per share
              calculations when they are released or committed to be released.

              COMPREHENSIVE INCOME

              Comprehensive income consists of net income and the unrealized
              gains (losses) on securities available-for-sale, and is presented
              in the consolidated statements of stockholders' equity.

              CASH AND CASH EQUIVALENTS

              For purposes of reporting cash flows, the Company considers all
              highly liquid debt instruments with an original maturity of three
              months or less to be cash equivalents. Cash and cash equivalents
              also include cash on hand and due from banks.

              RECLASSIFICATIONS

              Certain prior year amounts have been reclassified to conform to
              the 2002 financial statement presentation.




                                       26
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(2)    EARNINGS PER SHARE

       The following table sets forth the computation of basic and diluted
earnings per share for the years ended June 30:

<TABLE>
<CAPTION>
                                                                2002                   2001                   2000
                                                         --------------------   -------------------    -------------------
<S>                                                   <C>                       <C>                    <C>
      Basic:
          Net income                                  $         1,026,710                955,212                458,579
          Weighted average common shares outstanding            1,412,455              1,574,010              1,930,614
                                                         --------------------   -------------------    -------------------

                    Basic earnings per share          $             0.73                   0.61                   0.24
                                                         ====================   ===================    ===================

      Diluted:
          Net income                                  $         1,026,710                955,212                458,579
          Weighted average common shares outstanding            1,412,455              1,574,010              1,930,614
          Effect of dilutive stock options
            outstanding                                             5,687                    164                     --
                                                         --------------------   -------------------    -------------------

      Diluted weighted average common shares
          outstanding                                           1,418,142              1,574,174              1,930,614
                                                         --------------------   -------------------    -------------------

                    Diluted earnings per share        $             0.72                   0.61                   0.24
                                                         ====================   ===================    ===================
</TABLE>




                                       27
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(3)    MORTGAGE-BACKED SECURITIES AND INVESTMENT SECURITIES

       The amortized cost and estimated fair value of mortgage-backed securities
and investment securities are summarized as follows:

<TABLE>
<CAPTION>
                                                                                JUNE 30, 2002
                                                  --------------------------------------------------------------------------
                                                                          GROSS              GROSS
                                                                       UNREALIZED         UNREALIZED        ESTIMATED FAIR
                    DESCRIPTION                   AMORITZED COST          GAINS             LOSSES               VALUE
      ----------------------------------------    ----------------   ----------------   ----------------    ----------------
<S>                                            <C>                   <C>                <C>                 <C>
      Held-to-maturity:
          Mortgage-backed securities:
            Federal National Mortgage
              Association                      $      4,589,972            155,417             (4,404)          4,740,985
          Investment securities:
            Insurance annuity                         3,000,000                 --                 --           3,000,000
                                                  ----------------   ----------------   ----------------    ----------------

                    Total held-to-maturity     $      7,589,972            155,417             (4,404)          7,740,985
                                                  ================   ================   ================    ================

      Available-for-sale:
          Mortgage-backed securities:
            Federal National Mortgage
              Association                      $     17,614,729            334,084             (2,356)         17,946,457
            Federal Home Loan Mortgage
              Corporation                               419,860             21,395                 --             441,255
                                                  ----------------   ----------------   ----------------    ----------------

                    Total mortgage-backed
                      securities
                      available-for-sale             18,034,589            355,479             (2,356)         18,387,712
                                                  ----------------   ----------------   ----------------    ----------------

          Investment securities:
            Mutual funds                              1,000,000            903,712                 --           1,903,712
            Preferred stock and bonds                 3,562,885            127,135            (87,429)          3,602,591
                                                  ----------------   ----------------   ----------------    ----------------

                    Total investment
                      securities
                      available-for-sale              4,562,885          1,030,847            (87,429)          5,506,303
                                                  ----------------   ----------------   ----------------    ----------------

                    Total securities
                      available-for-sale       $     22,597,474         1,386,326            (89,785)          23,894,015
                                                  ================   ================   ================    ================
</TABLE>



                                       28
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                JUNE 30, 2001
                                                  --------------------------------------------------------------------------
                                                                          GROSS              GROSS
                                                                       UNREALIZED         UNREALIZED        EXTIMATED FAIR
                    DESCRIPTION                   AMORTIZED COST          GAINS             LOSSES               VALUE
      ----------------------------------------    ----------------   ----------------   ----------------    ----------------
<S>                                            <C>                   <C>                <C>                 <C>
      Held-to-maturity:
          Mortgage-backed securities:
            Federal National Mortgage
              Association                      $      8,080,634             47,124            (16,805)          8,110,953
          Investment securities:
            Insurance annuity                         3,000,000                 --                 --           3,000,000
                                                  ----------------   ----------------   ----------------    ----------------

                    Total held-to-maturity     $     11,080,634             47,124            (16,805)         11,110,953
                                                  ================   ================   ================    ================

      Available-for-sale:
          Mortgage-backed securities:
            Federal Home Loan Mortgage         $      1,279,193             97,824            (71,723)          1,305,294
            Federal National Mortgage
              Association                            13,008,004             15,317             (1,077)         13,022,244
                                                  ----------------   ----------------   ----------------    ----------------

                    Total mortgage-backed
                      securities
                      available-for-sale             14,287,197            113,141            (72,800)         14,327,538
                                                  ----------------   ----------------   ----------------    ----------------

          Investment securities:
            Mutual funds                              1,000,000            586,672                 --           1,586,672
            Preferred stock and bonds                 4,777,737            229,104           (151,390)          4,855,451
                                                  ----------------   ----------------   ----------------    ----------------

                    Total investment
                      securities
                      available-for-sale              5,777,737            815,776           (151,390)          6,442,123
                                                  ----------------   ----------------   ----------------    ----------------

                    Total securities
                      available-for-sale       $     20,064,934           928,917            (224,190)         20,769,661
                                                  ================   ================   ================    ================
</TABLE>

       Proceeds from the sale of securities available-for-sale for the years
       ended June 30, 2002 and 2001 were $1,067,595 and $3,918,682, with gross
       gains of $101,737 and $395,154 and gross losses of $82,651 and $166,058,
       respectively. There were no sales of securities available-for-sale during
       the year ended June 30, 2000.

       Mortgage-backed securities with an amortized cost of approximately
       $1,145,000 and $593,000 and have been pledged to secure certain savings
       deposits of local municipal agencies as of June 30, 2002 and 2001,
       respectively. Mortgage-backed securities with an amortized cost of
       approximately $1,148,000 and $2,399,000 have been pledged to secure
       Federal Home Loan Bank of Chicago (FHLB) advances as of June 30, 2002 and
       2001, respectively.




                                       29
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(4)    LOANS RECEIVABLE

       Loans receivable are summarized as follows:

<TABLE>
<CAPTION>
                                                                                                  JUNE 30
                                                                                 -------------------------------------------
                                                                                        2002                   2001
                                                                                 --------------------   --------------------
<S>                                                                           <C>                       <C>
      Real estate loans:
          One- to four-family residential                                     $       171,542,151            168,581,458
          Multifamily                                                                   1,119,278                947,466
          Commercial                                                                      232,719                320,539
          Home equity                                                                   1,362,197                789,791
                                                                                 --------------------   --------------------

                    Total real estate loans                                           174,256,345            170,639,254

      Consumer loans                                                                       73,998                 87,808
                                                                                 --------------------   --------------------

                    Gross loans receivable                                            174,330,343            170,727,062

      Less:
          Deferred loan fees                                                             (289,797)              (238,679)
          Allowance for loan losses                                                      (300,000)              (300,000)
                                                                                 --------------------   --------------------

                                                                              $       173,740,546            170,188,383
                                                                                 ====================   ====================
</TABLE>

       Activity in the allowance for loan losses is summarized as follows for
the years ended June 30:

<TABLE>
<CAPTION>
                                                                  2002                   2001                  2000
                                                           -------------------    -------------------   --------------------
<S>                                                     <C>                       <C>                   <C>
      Balance at beginning of year                      $           300,000                300,000               300,000
      Provision for loan losses                                          --                     --                    --
      Charge-offs                                                        --                     --                    --
                                                           -------------------    -------------------   --------------------

      Balance at end of year                            $           300,000                300,000               300,000
                                                           ===================    ===================   ====================
</TABLE>

       Loans receivable delinquent three months or more at June 30 are as
follows:

<TABLE>
<CAPTION>
                                                                                                           PERCENTAGE OF
                                                                                                            GROSS LOANS
                                                            NUMBER OF LOANS            AMOUNT               RECEIVABLE
                                                           -------------------   --------------------   --------------------
<S>                                                        <C>                   <C>                    <C>
      Year:
          2002                                                            0      $             --                 -- %
          2001                                                            1               111,830                0.06
          2000                                                            2               248,783                0.16
</TABLE>

       The Company discontinues recognizing interest on loans 90 days and
       greater delinquent where collection of interest is doubtful. The
       reduction in interest income associated with loans 90 days and greater
       delinquent where collection of interest is doubtful was approximately $0,
       $0, and $4,200 for the years ended June 30, 2002, 2001, and 2000,
       respectively.




                                       30
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

       No loans were identified as impaired by the Company at June 30, 2002 or
       2001. Additionally, no loans were considered impaired during the years
       ended June 30, 2002, 2001, or 2000.

       The Company serviced loans for others with principal balances
       approximating $470,000, $488,000, and $569,000, at June 30, 2002, 2001,
       and 2000, respectively. As part of the loan sale agreements to the
       Federal National Mortgage Association, the Company is required to
       repurchase loans which become contractually delinquent. The Company was
       not required to repurchase loans during the years ended June 30, 2002,
       2001, and 2000.

       Real estate first mortgage loans aggregating approximately $7,378,000,
       $3,769,000, and $3,896,000, at June 30, 2002, 2001, and 2000,
       respectively, had interest rates which adjust based on the movement of
       various economic indices.

(5)    ACCRUED INTEREST RECEIVABLE

       Accrued interest receivable is summarized as follows:

<TABLE>
<CAPTION>
                                                                                                  JUNE 30
                                                                                 -------------------------------------------
                                                                                        2002                   2001
                                                                                 --------------------   --------------------
<S>                                                                           <C>                       <C>
      Mortgage-backed securities                                              $           120,679                127,303
      Investment securities                                                               305,901                154,538
      Loans receivable                                                                    752,237                727,480
                                                                                 --------------------   --------------------

                                                                              $         1,178,817              1,009,321
                                                                                 ====================   ====================
</TABLE>

(6)    OFFICE PROPERTIES AND EQUIPMENT, NET

       A summary of office properties and equipment at cost, less accumulated
depreciation, is as follows:

<TABLE>
<CAPTION>
                                                                                                  JUNE 30
                                                                                 -------------------------------------------
                                                                                        2002                   2001
                                                                                 --------------------   --------------------
<S>                                                                           <C>                       <C>
      Land and land improvements                                              $           949,731                930,845
      Buildings                                                                         6,384,795              6,384,795
      Furniture, fixtures, and equipment                                                5,247,487              5,226,374
                                                                                 --------------------   --------------------

                                                                                       12,582,013             12,542,014

      Less accumulated depreciation                                                    (8,739,458)            (8,326,807)
                                                                                 --------------------   --------------------
                                                                              $         3,842,555              4,215,207
                                                                                 ====================   ====================
</TABLE>

       Depreciation expense was $423,993, $428,457, and $487,602, for the years
ended June 30, 2002, 2001, and 2000, respectively.




                                       31
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(7)    SAVINGS DEPOSITS

       Savings deposits are summarized as follows:

<TABLE>
<CAPTION>
                                                                                         JUNE 30
                               STATED OR WEIGHTED AVERAGE      ------------------------------------------------------------
                               INTEREST RATE AT JUNE 30,                   2002                           2001
                              -----------------------------    -----------------------------   ----------------------------
                                  2002            2001           AMOUNT          PERCENT          AMOUNT         PERCENT
                              -------------   -------------    ------------    -------------   -------------   ------------
<S>                           <C>             <C>           <C>                <C>          <C>                <C>
      Noninterest-bearing
          NOW accounts              0.00%           0.00%   $    7,048,057           5.3%   $    6,918,454          5.4%
      NOW accounts                  1.03            2.02         9,840,522           7.5        10,271,167          8.0
      Money market demand
          accounts                  2.09            3.11        10,759,494           8.2         9,459,895          7.4
      Passbook accounts             2.00            2.50        41,923,163          31.7        35,395,778         27.6
                              -------------   -------------    ------------    -------------   -------------   ------------

                                                                69,571,236          52.7        62,045,294         48.4

      Certificate accounts          3.63            5.56        62,510,529          47.3        66,161,236         51.6
                              -------------   -------------    ------------    -------------   -------------   ------------

                                    2.60%           3.95%   $  132,081,765         100.0%   $  128,206,530        100.0%
                              =============   =============    ============    =============   =============   ============
</TABLE>



<TABLE>
<CAPTION>
                                                                                   JUNE 30
                                                  --------------------------------------------------------------------------
                                                                 2002                                  2001
                                                  -----------------------------------   ------------------------------------
                                                      AMOUNT             PERCENT            AMOUNT              PERCENT
                                                  ----------------   ----------------   ----------------    ----------------
<S>                                            <C>                   <C>             <C>                     <C>
      Remaining maturities of certificate accounts:
            12 months or less                  $     46,235,421           73.85%     $     51,794,958            78.29%
            13 to 24 months                          13,865,748           22.30            11,015,835            16.65
            25 to 36 months                           1,839,414            2.94             2,833,286             4.28
            37 to 49 months                             519,587            0.83               453,748             0.69
            Over 50 months                               50,359            0.08                63,409             0.09
                                                  ----------------   ----------------   ----------------    ----------------

                                               $     62,510,529          100.0%      $    66,161,236            100.0%
                                                  ================   ================   ================    ================
</TABLE>

       The aggregate amount of certificate accounts with a balance of $100,000
       or greater was approximately $9,713,000 and $12,973,000 at June 30, 2002
       and 2001, respectively.

       Interest expense on savings deposits is summarized as follows for the
years ended June 30:

<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------
<S>                                                     <C>                      <C>                    <C>
      NOW accounts                                      $           141,535               165,320                176,590
      Money market demand accounts                                  253,636               299,629                347,064
      Passbook accounts                                             836,146               903,599                944,224
      Certificate accounts                                        3,017,505             3,301,902              2,769,075
                                                           -------------------   --------------------   --------------------

                                                        $         4,248,822             4,670,450              4,236,953
                                                           ===================   ====================   ====================
</TABLE>




                                       32
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(8)    BORROWED MONEY

       Borrowed money is summarized as follows:

<TABLE>
<CAPTION>
                                                          INTEREST RATE AT JUNE 30        AMOUNT OUTSTANDING AT JUNE 30
                                                         ---------------------------   -------------------------------------
                                           DUE DATE          2002          2001              2002                2001
                                         --------------  -------------  ------------   ------------------  -----------------
<S>                                      <C>             <C>            <C>         <C>                    <C>
      Advances from FHLB:
                                          10/30/2002          6.54%          6.54%  $         9,000,000           9,000,000
                                          05/02/2005          6.70           6.70             8,000,000           8,000,000
                                          06/19/2008          5.44           5.44            12,000,000          12,000,000
                                          06/19/2008          5.19           5.19            13,000,000          13,000,000

      FHLB Open Line of Credit              Demand            2.13           4.36            19,000,000          19,000,000
                                                         -------------  ------------   ------------------  -----------------

                                                                                    $        61,000,000          61,000,000
                                                                                       ==================  =================

      Weighted average interest rate                          4.68%          5.38%
                                                         =============  ============
</TABLE>

       Certain advances are callable by the FHLB as follows: $8,000,000 in
       advances due in 2005 are callable quarterly beginning May 2002;
       $13,000,000 in advances due in 2008 are callable quarterly beginning June
       2001; and $12,000,000 in advances due in 2008 have a one time call date
       of June 19, 2003.

       The Company has a collateral pledge agreement whereby the Company has
       agreed to keep on hand at all times, free of all other pledges, liens,
       and encumbrances, residential first mortgages with unpaid principal
       balances aggregating no less than 167% of the outstanding advances from
       the FHLB. Residential first mortgages qualifying as collateral under the
       pledge agreement totaled approximately $102,773,000 and $101,082,000 at
       June 30, 2002 and 2001, respectively.

(9)    INCOME TAXES

       Income tax expense (benefit) is summarized as follows for the years ended
June 30:

<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------
<S>                                                     <C>                      <C>                    <C>
      Current:
          Federal                                       $           730,964               415,169                221,091
          State                                                          --                    --                     --
                                                           -------------------   --------------------   --------------------

                                                                    730,964               415,169                221,091
                                                           -------------------   --------------------   --------------------

      Deferred:
          Federal                                                  (193,164)              (45,869)               (48,091)
          State                                                          --                    --                     --
                                                           -------------------   --------------------   --------------------

                                                                   (193,164)              (45,869)               (48,091)
                                                           -------------------   --------------------   --------------------

                    Total income tax expense            $           537,800               369,300                173,000
                                                           ===================   ====================   ====================
</TABLE>




                                       33
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

       The reasons for the difference between the effective income tax rate and
       the corporate Federal income tax rate of 34% are as follows for the years
       ended June 30:

<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------
<S>                                                        <C>                   <C>                    <C>
      Federal income tax rate                                      34.0%                 34.0                   34.0
      Dividends received deduction                                 (1.3)                 (7.8)                  (9.1)
      Other                                                         1.7                   1.7                    2.5
                                                           -------------------   --------------------   --------------------

                    Effective income tax rate                      34.4%                 27.9                   27.4
                                                           ===================   ====================   ====================
</TABLE>

       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and deferred tax liabilities at June
       30, 2002 and 2001 are presented below:

<TABLE>
<CAPTION>
                                                                                        2002                   2001
                                                                                 --------------------   --------------------
<S>                                                                           <C>                       <C>
      Deferred tax assets:
          Allowance for loan losses                                           $           102,000                102,000
          Deferred loss on sales of real estate                                            79,130                 85,732
          State net operating loss carryforwards                                          129,948                219,730
          Supplemental pension plan                                                        16,728                     --
          Depreciation                                                                     39,425                 23,935
          Impairment of investment securities                                              56,556                     --
          Mutual fund investment                                                          168,224                 64,158
                                                                                 --------------------   --------------------

                                                                                          152,011                495,555

          Less valuation allowance                                                        (94,948)              (219,730)
                                                                                 --------------------   --------------------

                    Total deferred tax assets, net of valuation allowance                 497,063                275,825
                                                                                 --------------------   --------------------

      Deferred tax liabilities:
          Excess of tax bad debt reserve over base year amount                             56,565                 84,848
          Federal Home Loan Bank stock dividends not currently taxable                    273,092                197,986
          Deferred loan fees                                                               51,962                 73,839
          Unrealized gain on securities available-for-sale                                453,150                267,512
          Other                                                                             3,664                    536
                                                                                 --------------------   --------------------

                    Total gross deferred tax liabilities                                  838,433                624,721
                                                                                 --------------------   --------------------

                    Net deferred tax liability                                $          (341,370)              (348,896)
                                                                                 ====================   ====================
</TABLE>

       The Company has Illinois net operating loss carryforwards of
       approximately $2,742,000 at June 30, 2002, which expire in varying
       amounts through July 31, 2015.





                                       34
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

       The valuation allowance for deferred tax assets was $94,948 and $219,730
       as of June 30, 2002 and 2001, respectively, resulting in a decrease of
       $124,782 for the year ended June 30, 2002. The valuation allowance
       relates to state net operating loss carryforwards and certain deductible
       temporary differences which may not generate future state tax benefits.
       The reduction in the valuation allowance is primarily due to the
       utilization of state net operating loss carryforwards in the current
       year.

       Retained earnings at June 30, 2002 and 2001 include $6,149,000 for which
       no provision for Federal income tax has been made. These amounts
       represent allocations of income to bad debt deductions for tax purposes
       only. Reduction of amounts so allocated for purposes other than tax bad
       debt losses will create income for tax purposes only, which will be
       subject to the then-current Federal and state corporate income tax rates.

(10)   OFFICER, DIRECTOR, AND EMPLOYEE BENEFIT PLANS

              EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

              In conjunction with the Savings Bank's conversion, the Company
              formed an ESOP. The ESOP covers substantially all employees that
              are age 21 or over and with at least 1,000 hours of service. The
              ESOP borrowed $2,010,200 from the Company and purchased 201,020
              common shares issued in the conversion. The Savings Bank intends
              to make discretionary contributions to the ESOP sufficient to
              service the requirements of the loan over a period of ten years.

              During the years ended June 30, 2002, 2001, and 2000, 20,102
              shares were allocated annually. A total of 110,561 and 90,459
              shares had been allocated as of June 30, 2002 and 2001,
              respectively. The fair value of unallocated shares totaled
              approximately $1,529,000 and $1,658,000 at June 30, 2002 and 2001,
              respectively. ESOP expense for the years ended June 30, 2002,
              2001, and 2000 totaled $318,545, $262,473, and $247,786,
              respectively.

              RECOGNITION AND RETENTION PLAN (RRP)

              On December 22, 1997, the Company adopted an RRP and 4%, or
              100,510 shares, of the common stock issued in the Company's
              initial public offering were granted to eligible directors and
              certain key officers of the Company. Shares vest as follows: 10%
              on June 30, 1998; 20% on June 30, 1999, 2000, 2001, and 2002; and
              10% on January 1, 2003.

              In February 1999, an additional 3,149 RRP shares were granted, of
              which 804 shares vested at June 30, 2002, 2001, and 2000,
              respectively, and 335 shares vested at June 30, 1999. In addition,
              402 shares will vest at June 30, 2003.

              During the years ended June 30, 2002, 2001, and 2000, a total of
              20,102, 20,102, and 20,101 RRP shares vested, respectively, and
              for the years ended June 30, 2002, 2001, and 2000, the Company
              recorded RRP compensation expense of $339,724, $301,530, and
              $381,768, respectively.

              During the years ended June 30, 2002, 2001, and 2000, 429, 3,351,
              and 3,316 shares of the Company's common stock were purchased by
              the RRP at weighted average prices of $16.90, $15.00, and $11.06,
              per share, respectively. The aggregate purchase price of all
              unvested shares acquired by the RRP is reflected as a reduction of
              stockholders' equity as deferred compensation.




                                       35
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

              PENSION PLAN

              The Savings Bank has a qualified noncontributory pension plan
              covering employees over 21 years of age working more than 1,000
              hours per year.

              The following tables set forth the plan's funded status and net
              periodic benefit cost for the years ended June 30, as per the
              disclosure requirements of FASB Statement 132, EMPLOYER'S
              DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS:

<TABLE>
<CAPTION>
                                                                                        2002                   2001
                                                                                 --------------------   --------------------
<S>                                                                           <C>                       <C>
             Change in benefit obligation:
                 Projected benefit obligation at beginning of year            $         1,491,285              1,253,389
                 Projected benefit obligation actuarial loss                              116,555                 22,981
                 Service cost                                                              65,468                 52,630
                 Interest cost                                                            118,571                 99,991
                 Benefits paid                                                            (49,785)               (12,558)
                 Change in discount rate                                                   96,146                 74,852
                                                                                 --------------------   --------------------

                 Projected benefit obligation at end of year                  $         1,838,240              1,491,285
                                                                                 ====================   ====================

             Change in plan assets:
                 Fair value of plan assets at beginning of year               $         1,490,815              1,332,040
                 Actual return on plan assets                                             (18,453)                81,101
                 Employer contribution                                                     55,850                 90,232
                 Benefits paid                                                            (49,785)               (12,558)
                                                                                 --------------------   --------------------

                 Fair value of plan assets at end of year                     $         1,478,427              1,490,815
                                                                                 ====================   ====================

             Accrued pension cost:
                 Funded status                                                $          (359,813)                  (470)
                 Unrecognized net actuarial loss                                          489,603                155,672
                 Unrecognized net asset                                                   (11,101)               (28,186)
                                                                                 --------------------   --------------------

                           Prepaid pension cost                               $           118,689                127,016
                                                                                 ====================   ====================

             Weighted average assumptions as of April 30:
                 Discount rate                                                            6.75%                  7.25%
                 Expected return on plan assets                                           8.00                   8.00
                 Rate of compensation increase                                      Varies by age          Varies by age
</TABLE>




                                       36
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------
<S>                                                     <C>                      <C>                    <C>
             Components of net periodic benefit cost:
                   Service cost                         $            65,468                52,630                 67,131
                   Interest cost                                    118,571                99,991                 86,118
                   Expected return on plan assets                  (118,616)             (107,505)               (92,267)
                   Amortization of unrecognized
                     transition cost                                (17,085)              (17,085)               (17,085)
                   Unrecognized net loss                             15,839                    --                  9,856
                                                           -------------------   --------------------   --------------------

                           Net periodic benefit cost    $            64,177                28,031                 53,753
                                                           ===================   ====================   ====================
</TABLE>

              The Company also has a contributory profit-sharing and savings
              plan covering substantially all full-time employees. The Company
              makes matching contributions to the plan equal to a percentage of
              each participant's contribution for the plan year. For the years
              ended June 30, 2002, 2001, and 2000, the Company made
              contributions of $16,850, $18,350, and $19,164, respectively.

(11)   STOCK OPTION PLAN

       On June 24, 1997, the Company adopted a stock option plan (the Plan)
       pursuant to which the Company's board of directors may grant stock
       options to directors, officers, and employees of the Company and the
       Savings Bank. Stock options for 251,275 shares initially granted under
       the Plan have an exercise price of $15.63 and vest at a rate of 20% per
       year beginning on the first anniversary date of the grant. During the
       year ended June 30, 1999, an additional 6,868 shares were granted with an
       exercise price of $12.81. As of June 30, 2002, all outstanding shares
       have vested. The exercise price of shares granted is equal to the fair
       value of the common stock at the date of grant. The option term cannot
       exceed ten years from the date of grant. There were no stock options
       granted during the years ended June 30, 2002, 2001, and 2000.




                                       37
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

       Under FASB Statement 123, the Company is required to disclose pro forma
       net income and earnings per share as if compensation expense relative to
       the fair value of options granted had been included in earnings. Had the
       Company determined compensation cost based on the fair value at the grant
       date for its stock options under Statement 123, the Company's net income
       and earnings per share would have been reduced to the pro forma amounts
       indicated below for the years ended June 30:

<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------
<S>                                                     <C>                      <C>                    <C>
      Net income:
          As reported                                   $         1,026,710               955,212                458,579
          Pro forma                                                 903,869               832,371                338,351

      Earnings per share:
          Basic:
            As reported                                             0.73                  0.61                   0.24
            Pro forma                                               0.64                  0.53                   0.18
          Diluted:
            As reported                                             0.72                  0.61                   0.24
            Pro forma                                               0.64                  0.53                   0.18
</TABLE>

       A summary of the status of the Company's stock option transactions under
       the Plan for the years ended June 30 is presented below:

<TABLE>
<CAPTION>
                                           2002                            2001                           2000
                               -----------------------------   -----------------------------  -----------------------------
                                                 WEIGHTED                        WEIGHTED                       WEIGHTED
                                                 AVERAGE                         AVERAGE                        AVERAGE
                                                 EXERCISE                        EXERCISE                       EXERCISE
             OPTIONS              SHARES          PRICE           SHARES          PRICE          SHARES          PRICE
      -----------------------  -------------   -------------   -------------   -------------  --------------  -------------
<S>                            <C>          <C>                <C>          <C>               <C>           <C>
      Outstanding at
          beginning of year      258,143       $    15.55        258,143       $    15.55       258,143       $     15.55
      Granted                         --            --                --            --               --             --
      Exercised                       --            --                --            --               --             --
                               -------------   -------------   -------------   -------------  --------------  -------------

      Outstanding at end of
          year                   258,143            15.55        258,143            15.55       258,143             15.55
                               -------------   -------------   -------------   -------------  --------------  -------------

      Exercisable at year
          end                    258,143       $    15.55        205,878       $    15.55       153,613       $     15.55
                               =============   =============   =============   =============  ==============  =============
</TABLE>

(12)   REGULATORY MATTERS

       The Savings Bank is subject to various regulatory capital requirements
       administered by its primary federal regulator, the Office of Thrift
       Supervision (OTS). Failure to meet minimum capital requirements can
       initiate certain mandatory and possibly additional discretionary actions
       by regulators that, if undertaken, could have a direct material effect on
       the Company's financial statements. Under capital adequacy guidelines and
       the regulatory framework for prompt corrective action, the Savings Bank
       must meet specific capital guidelines that involve quantitative measures
       of the entity's assets, liabilities, and certain off-balance sheet items
       as calculated under regulatory accounting practices. The Savings Bank's
       capital amounts and classification are also subject to qualitative
       judgments by the regulators about components, risk weightings, and other
       factors.




                                       38
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

       Quantitative measures established by regulation to ensure capital
       adequacy require the Savings Bank to maintain minimum amounts and ratios
       (set forth in the table below) of total and Tier 1 capital to
       risk-weighted assets and of Tier 1 capital to adjusted total assets and
       of tangible capital to adjusted total assets. As of June 30, 2002 and
       2001, the most recent notification from the OTS categorized the Savings
       Bank as well-capitalized under the regulatory framework. At June 30,
       2002, there are no conditions or events since the most recent
       notification that management believes would affect the Savings Bank's
       category.

       The following table summarizes the Company's and the Savings Bank's
       actual capital and the Savings Bank's required capital at June 30, 2002
       and 2001 (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                  2002
                                       --------------------------------------------------------------------------------------------
                                                                                                         TO BE WELL CAPITALIZED
                                                                           FOR CAPITAL ADEQUACY         UNDER PROMPT CORRECTIVE
                                                  ACTUAL                         PURPOSES                        ACTION
                                       -----------------------------   -----------------------------  -----------------------------
                                          AMOUNT          RATIO           AMOUNT          RATIO          AMOUNT          RATIO
                                       -------------   -------------   -------------   -------------  --------------  -------------
<S>                                  <C>               <C>             <C>             <C>            <C>             <C>
      Total risk-based capital
          (to risk-weighted
          assets):
            Consolidated             $    28,690           26.23%          N/A             N/A             N/A            N/A
            Fairfield Savings
              Bank, FSB                   24,112           22.83    $      8,449           8.00%    $    10,562           10.00%
      Tier 1 capital (to
          risk-weighted
          assets):
            Consolidated                  28,390           25.96%          N/A             N/A             N/A            N/A
            Fairfield Savings
              Bank, FSB                   23,812           22.55           N/A             N/A            6,337            6.00%
      Tier 1 capital (to
          adjusted total
          assets):
            Consolidated                  28,390           12.48%          N/A             N/A             N/A            N/A
            Fairfield Savings
              Bank, FSB                   23,812           10.66           6,699           3.00%         11,165            5.00%
      Tangible Capital (to
          adjusted total
          assets):
            Consolidated                  28,390           12.48%          N/A             N/A             N/A            N/A
            Fairfield Savings
               Bank, FSB                  23,812           10.66           3,350           1.50%           N/A            N/A
</TABLE>




                                       39
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  2001
                                       --------------------------------------------------------------------------------------------
                                                                                                         TO BE WELL CAPITALIZED
                                                                           FOR CAPITAL ADEQUACY         UNDER PROMPT CORRECTIVE
                                                  ACTUAL                         PURPOSES                        ACTION
                                       -----------------------------   -----------------------------  -----------------------------
                                          AMOUNT          RATIO           AMOUNT          RATIO          AMOUNT          RATIO
                                       -------------   -------------   -------------   -------------  --------------  -------------
<S>                                  <C>               <C>             <C>             <C>            <C>             <C>
      Total risk-based capital
          (to risk-weighted
          assets):
            Consolidated             $    27,945           25.21%          N/A             N/A             N/A            N/A
            Fairfield Savings
              Bank, FSB                   22,492           21.48    $      8,378            8.00%   $    10,472           10.00%

      Tier 1 capital (to
          risk-weighted
          assets):
            Consolidated                  27,645           24.94%          N/A             N/A             N/A            N/A
            Fairfield Savings
              Bank, FSB                   22,192           21.19           N/A             N/A            6,286           6.00%

      Tier 1 capital (to
          adjusted total
          assets):
            Consolidated                  27,645           12.26%          N/A             N/A             N/A            N/A
            Fairfield Savings
              Bank, FSB                   22,192           10.14           6,563           3.00%         10,938           5.00%

      Tangible Capital (to
          adjusted total
          assets):
            Consolidated                  27,645           12.26%          N/A             N/A             N/A            N/A
            Fairfield Savings
              Bank, FSB                   22,192           10.14           3,281           1.50%           N/A            N/A
</TABLE>

(13)   CREDIT CONCENTRATION AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET
       RISK

       The Company is a party to financial instruments with off-balance sheet
       risk in the normal course of its business. These instruments are
       commitments to originate loans and involve credit and interest rate risk
       in excess of the amount recognized in the consolidated balance sheets.

       Commitments to originate fixed rate mortgage loans at June 30, 2002 were
       approximately $1,582,000 at rates ranging between 4.75% and 7.375%.
       Unused lines of consumer credit totaled approximately $854,000 at June
       30, 2002. There were no commitments to fund new home equity lines of
       credit at June 30, 2002.

       The majority of the Company's loans are secured by residential real
       estate in the Chicago metropolitan area. Management believes the Company
       has a diversified loan portfolio, and the concentration of lending
       activities in these local communities does not result in an acute
       dependency upon economic conditions of the lending region.




                                       40
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(14)   LEASE

       The Company leases space for one of its branch offices under a
       non-cancelable lease agreement which expires in April 2006. The lease
       contains an option to renew for two successive five-year renewal terms
       and an escalation clause relating to increased rental payments based on
       the Consumer Price Index. Rental expense for the years ended June 30,
       2002, 2001, and 2000 totaled $57,389, $46,556, and $43,000, respectively.

       The future minimum lease payments under the agreement are as follows as
of June 30, 2002:

                Year ending June 30,
                    2003                               $            57,223
                    2004                                            57,223
                    2005                                            57,223
                    2006                                            47,686
                                                          -------------------

                                                     $             219,355
                                                          ===================

(15)   DIVIDEND RESTRICTIONS

       The OTS imposes limitations upon all capital distributions by savings
       institutions, including cash dividends. An institution that exceeds all
       fully phased-in capital requirements before and after a proposed capital
       distribution (Tier 1 Association) and has not been advised by the OTS
       that it is in need of more than normal supervision could, after prior
       notice but without the approval of the OTS, make capital distributions
       during a calendar year up to the higher of (i) 100% of its net income to
       date during the calendar year, plus the amount that would reduce by 1/2
       its surplus capital ratio (the excess capital over its fully phased-in
       capital requirements) at the beginning of the calendar year; or (ii) 75%
       of its net income over the most recent four-quarter period. Any
       additional capital distributions would require prior regulatory approval.




                                       41
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(16)   FAIR VALUES OF FINANCIAL INSTRUMENTS

       FASB Statement 107, DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS,
       requires the disclosure of estimated fair values of all asset, liability,
       and off-balance sheet financial instruments. Statement 107 defines fair
       value as the amount at which the instrument could be exchanged in a
       current transaction between willing parties. Fair value estimates,
       methods, and assumptions are set forth below for the Company's financial
       instruments:

<TABLE>
<CAPTION>
                                                                                   JUNE 30
                                                  --------------------------------------------------------------------------
                                                                 2002                                  2001
                                                  -----------------------------------   ------------------------------------

                                                                     ESTIMATED FAIR                         ESTIMATED FAIR
                                                  CARRYING AMOUNT         VALUE         CARRYING AMOUNT          VALUE
                                                  ----------------   ----------------   ----------------    ----------------
<S>                                            <C>                   <C>                <C>                 <C>
      Financial assets:
          Cash and due from banks              $       3,156,939          3,156,939          2,641,070           2,641,070
          Interest-bearing deposits                    9,802,181          9,802,181          9,169,858           9,169,858
          Mortgage-backed securities                  22,977,684         23,128,697         22,408,172          22,438,491
          Investment securities                        8,506,303          8,506,303          9,442,123           9,442,123
          Loans receivable, net                      173,740,546        175,291,393        170,188,383         169,772,973
          Accrued interest receivable                  1,178,817          1,178,817          1,009,321           1,009,321
          Federal Home Loan Bank of Chicago
            stock                                      3,920,000          3,920,000          3,699,100           3,699,100

      Financial liabilities:
          Nonmaturing savings deposits                69,571,236         69,571,236         62,045,294          62,045,294
          Savings deposits with stated
            maturities                                62,510,529         62,843,495         66,161,236          66,576,689
          Borrowed money                              61,000,000         61,862,473         61,000,000          63,666,038
          Accrued interest payable                       745,016            745,016          1,092,621           1,092,621
                                                  ================   ================   ================    ================
</TABLE>

              CASH AND DUE FROM BANKS AND INTEREST-EARNING DEPOSITS

              The carrying value of cash and due from banks and interest-earning
              deposits approximates fair value due to the short period of time
              between origination of the instruments and their expected
              realization.

              MORTGAGE-BACKED AND INVESTMENT SECURITIES

              The fair value of mortgage-backed and investment securities is
              estimated based on quoted market prices.




                                       42
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

              LOANS RECEIVABLE, NET

              Fair values are estimated for portfolios of loans with similar
              financial characteristics. Loans are segregated by type and then
              further segmented into fixed and variable rate interest terms and
              by performing and nonperforming categories. The fair value of
              performing fixed rate loans is calculated by discounting
              contractual cash flows adjusted for prepayment estimates, using
              discount rates based on new loan rates adjusted to reflect
              differences in servicing and credit costs. For variable rate
              loans, the carrying amount is a reasonable estimate of fair value
              as these loans reprice frequently or have a relatively short term
              to maturity and there has been little or no change in credit
              quality since origination. Fair value for nonperforming loans is
              calculated by discounting estimated future cash flows using a rate
              commensurate with the risk associated with the cash flows.

              ACCRUED INTEREST RECEIVABLE

              The carrying amount of accrued interest receivable approximates
              its fair value due to the relatively short period of time between
              accrual and expected realization.

              FEDERAL HOME LOAN BANK OF CHICAGO STOCK

              The fair value of this stock is based on its redemption value.

              SAVINGS DEPOSITS

              Under Statement 107, the fair value of deposits with no stated
              maturity, such as noninterest-bearing demand deposits, NOW
              accounts, money market accounts, and passbook accounts, is equal
              to the amount payable on demand as of the date of estimate. The
              fair value of certificates of deposit is based on the discounted
              value of contractual cash flows. The discount rate is estimated
              using the rates offered for deposits of similar remaining
              maturities. If the estimated fair value is less than the amount
              payable on demand, the fair value disclosed is the amount payable.
              The fair value estimates do not include the benefit that results
              from the low-cost funding provided by the deposit liabilities
              compared to the cost of borrowing funds in the market.

              BORROWED MONEY

              The fair value of FHLB advances is based on the discounted value
              of contractual cash flows. The discount rate is estimated using
              the rates offered for FHLB advances of similar remaining
              maturities.

              ACCRUED INTEREST PAYABLE

              The carrying amount of accrued interest payable approximates its
              fair value due to the relatively short period of time between
              accrual and expected realization.

              LIMITATIONS

              The fair value estimates are made at a specific point in time
              based on relevant market information and information about the
              financial instrument. Because no market exists for a significant
              portion of the Company's financial instruments, fair value
              estimates are subjective in nature and involve uncertainties and
              matters of significant judgment and, therefore, cannot be
              determined with precision. Changes in assumptions could
              significantly affect the estimates.




                                       43
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

              In addition, the fair value estimates are based on existing on-
              and off-balance sheet financial instruments without attempting to
              estimate the value of anticipated future business and the value of
              assets and liabilities that are not considered financial
              instruments. Significant assets and liabilities that are not
              considered financial assets or liabilities include the mortgage
              origination operation, deferred taxes, and office properties and
              equipment. In addition, the tax ramifications related to the
              realization of unrealized gains and losses can have a significant
              effect on fair value estimates and have not been considered in any
              of the estimates.

(17)   OTHER COMPREHENSIVE INCOME (LOSS)

       The components of other comprehensive income (loss) as well as the
       related tax (expense) benefit are summarized below for the years ended
       June 30:

<TABLE>
<CAPTION>
                                                                BEFORE TAX             INCOME TAX             AFTER TAX
                                                            -------------------    -------------------    -------------------
<S>                                                      <C>                       <C>                    <C>
      2002:
          Unrealized holding gain on mortgage-backed
            and investment securities arising during
            the year                                     $           444,559               (139,448)               305,111
          Reclassification adjustment for net realized
            losses included in net income                            147,255                (46,190)               101,065
                                                            -------------------    -------------------    -------------------

                                                         $           591,814               (185,638)               406,176
                                                            ===================    ===================    ===================

      2001:
          Unrealized holding gain on mortgage-backed
            and investment securities arising during
            the year                                     $         2,301,523               (813,069)             1,488,454
          Reclassification adjustment for net realized
            gains included in net income                            (229,096)                80,934               (148,162)
                                                            -------------------    -------------------    -------------------

                                                         $         2,072,427               (732,135)             1,340,292
                                                            ===================    ===================    ===================

      2000:
          Unrealized holding loss on mortgage-backed
            and investment
            securities arising during the year           $          (640,719)               217,996               (422,723)
                                                            ===================    ===================    ===================
</TABLE>




                                       44
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(18)   CONDENSED PARENT COMPANY ONLY FINANCIAL INFORMATION

       The following condensed statements of financial condition as of June 30,
       2002 and 2001 and statements of earnings and cash flows for the years
       ended June 30, 2002, 2001, and 2000 for Big Foot Financial Corp. should
       be read in conjunction with the consolidated financial statements and the
       notes thereto.

<TABLE>
<CAPTION>
                         STATEMENTS OF FINANCIAL CONDITION                              2002                   2001
                                                                                 --------------------   --------------------
<S>                                                                           <C>                       <C>
      Assets:
          Cash and cash equivalents                                           $           799,257                813,030
          Investment securities available-for-sale                                      5,476,803              5,908,063
          Equity investment in the Savings Bank                                        24,060,944             22,267,013
          ESOP loan receivable from the Savings Bank                                      904,590              1,105,610
          Accrued interest receivable                                                      37,165                 62,702
          Other assets                                                                         75                  9,705
                                                                                 --------------------   --------------------

                    Total assets                                              $        31,278,834             30,166,123
                                                                                 ====================   ====================

      Liabilities:
          Borrowed money from the Savings Bank                                $         1,858,000              1,838,000
          Other liabilities                                                               187,387                246,165
                                                                                 --------------------   --------------------

                    Total liabilities                                                   2,045,387              2,084,165
                                                                                 --------------------   --------------------

      Stockholders' equity:
          Common stock                                                                     25,128                 25,128
          Treasury stock, at cost                                                     (13,178,685)           (12,581,935)
          Additional paid-in capital                                                   24,512,326             24,436,865
          Retained earnings                                                            18,270,096             17,579,052
          Common stock acquired by ESOP                                                  (904,590)            (1,105,610)
          Common stock acquired by RRP                                                   (334,219)              (708,757)
          Accumulated other comprehensive income                                          843,391                437,215
                                                                                 --------------------   --------------------

                    Total stockholders' equity                                         29,233,447             28,081,958
                                                                                 --------------------   --------------------

                    Total liabilities and stockholders' equity                $        31,278,834             30,166,123
                                                                                 ====================   ====================
</TABLE>




                                       45
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                   STATEMENTS OF EARNINGS                         2002                  2001                   2000
                                                           -------------------   --------------------   --------------------
<S>                                                     <C>                      <C>                    <C>
      Equity in undistributed earnings of the Savings
          Bank                                          $         1,276,798               850,762                275,649
      Interest income                                               411,991               470,814                483,004
      Interest expense                                              (98,271)              (24,218)               (29,502)
      Noninterest income                                              2,394                 1,384                  1,639
      Loss on sale of investment securities
          available-for-sale                                        (24,820)              (87,469)                    --
      Write-down of investment securities
          available-for-sale                                       (166,341)                   --                     --
      Noninterest expense                                          (581,841)             (314,061)              (252,211)
                                                           -------------------   --------------------   --------------------

                    Income before income taxes                      819,910               897,212                478,579

      Income tax (benefit) expense                                 (206,800)              (58,000)                20,000
                                                           -------------------   --------------------   --------------------

                    Net income                          $         1,026,710               955,212                458,579
                                                           ===================   ====================   ====================

                  STATEMENTS OF CASH FLOWS                        2002                  2001                   2000
                                                           -------------------   --------------------   --------------------

      Operating activities:
          Net income                                    $         1,026,710               955,212                458,579
          Equity in undistributed earnings of the
            Savings Bank                                         (1,276,798)             (850,762)              (275,649)
          Dividends received from Savings Bank                      221,040               500,000              5,767,000
          Write-down of investment securities
            available-for-sale                                      166,341                    --                     --
          Amortization of award of RRP shares                       339,724               301,530                381,768
          Amortization of premiums                                       --                    --                 28,242
          Loss on sale of investment securities
            available-for-sale                                       24,820                87,469                     --
          Decrease (increase) in other assets                         9,630               212,215                (49,052)
          Decrease (increase) in accrued interest
            receivable                                               25,537               (48,171)                15,602
          Decrease in other liabilities                            (399,616)             (276,733)              (115,510)
                                                           -------------------   --------------------   --------------------

                    Net cash provided by operating
                      activities                                    137,388               880,760              6,210,980
                                                           -------------------   --------------------   --------------------
</TABLE>







                                       46
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
              STATEMENTS OF CASH FLOWS (CONT.)                    2002                  2001                   2000
                                                           -------------------   --------------------   --------------------
<S>                                                     <C>                      <C>                    <C>
      Investing activities:
          Net decrease in ESOP loan receivable          $           201,020               201,020                201,020
          Proceeds from sale of real estate held for
            development                                                  --                    --                154,259
          Principal repayments on mortgage-backed
            securities available-for-sale                                --                    --                551,276
          Proceeds from sales of mortgage-backed
            securities available-for-sale                                --                    --              2,021,905
          Proceeds from sale of investment securities
            available-for-sale                                      567,485             1,499,942                     --
          Purchase of investment securities
            available-for-sale                                           --              (648,790)            (2,585,110)
                                                           -------------------   --------------------   --------------------

                    Net cash provided by investing
                      activities                                    768,505             1,052,172                343,350
                                                           -------------------   --------------------   --------------------

      Financing activities:
          Increase in borrowed money                                 20,000             1,838,000                     --
          Purchase of treasury stock                               (596,750)           (3,015,175)            (6,307,698)
          Purchase of RRP stock                                      (7,250)              (50,265)               (36,683)
          Cash dividends paid                                      (335,666)             (323,771)              (377,377)
                                                           -------------------   --------------------   --------------------

                    Net cash used in financing
                      activities                                   (919,666)           (1,551,211)            (6,721,758)
                                                           -------------------   --------------------   --------------------

                    Net increase (decrease) in cash
                      and cash equivalents                          (13,773)              381,721               (167,428)

      Cash and cash equivalents at beginning of year                813,030               431,309                598,737
                                                           -------------------   --------------------   --------------------

      Cash and cash equivalents at end of year          $           799,257               813,030                431,309
                                                           ===================   ====================   ====================
</TABLE>






                                       47
<PAGE>
                               2002 ANNUAL REPORTY


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                    Years ended June 30, 2002, 2001, and 2000
--------------------------------------------------------------------------------

(19)   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

       The following table sets forth certain unaudited income and expense and
       per share data on a quarterly basis for the years ended June 30, 2002 and
       2001:

<TABLE>
<CAPTION>
                                                2002                                              2001
                            ----------------------------------------------   -----------------------------------------------
                            1ST QTR.    2ND QTR.     3RD QTR.    4TH QTR.    1ST QTR.    2ND QTR.     3RD QTR.    4TH QTR.
                            ----------  ----------   ---------   ---------   ----------  ----------   ---------   ----------
                                                     (dollars in thousands, except per share data)
<S>                      <C>            <C>          <C>         <C>         <C>         <C>          <C>         <C>
      Interest income    $     3,659       3,596        3,446       3,470       3,544       3,635        3,620       3,559
      Interest expense         2,032       1,890        1,690       1,589       2,061       2,156        2,132       2,098
                            ----------  ----------   ---------   ---------   ----------  ----------   ---------   ----------

            Net
              interest
              income
              before
              provision
              for loan
              losses           1,627       1,706        1,756       1,881       1,483       1,479        1,488       1,461

      Provision for
          loan losses             --          --           --          --          --          --           --          --
                            ----------  ----------   ---------   ---------   ----------  ----------   ---------   ----------

            Net
              interest
              income
              after
              provision
              for loan
              losses           1,627       1,706        1,756       1,881       1,483       1,479        1,488       1,461

      Noninterest income          84         104          100         (28)         88          77          232         683
      Noninterest
          expense              1,328       1,505        1,376       1,456       1,377       1,281        1,338       1,670
                            ----------  ----------   ---------   ---------   ----------  ----------   ---------   ----------

            Income
              before
              income
              taxes              383         305          480         397         194         275          382         474

      Income tax expense         123          96          163         156          37          75          107         151
                            ----------  ----------   ---------   ---------   ----------  ----------   ---------   ----------

            Net income   $       260         209          317         241         157         200          275         323
                            ==========  ==========   =========   =========   ==========  ==========   =========   ==========

      Earnings per
          share:         $
          Basic                    0.18        0.15         0.22         .17        0.10        0.12         0.17        0.22
          Diluted                  0.18        0.15         0.22         .17        0.10        0.12         0.17        0.22

      Cash dividends                                                                                                        6
          declared per
          share                    0.06        0.06         0.06        0.06        0.05        0.05         0.05        0.0
</TABLE>



(20)   SUBSEQUENT EVENT

       On July 22, 2002, the Company announced that it had entered into a
       definitive 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
       approval and the approval of the Company's shareholders. The closing of
       this transaction is scheduled for the first quarter of the 2003 calendar
       year.

<PAGE>

                               2002 ANNUAL REPORT
================================================================================


                             STOCKHOLDER INFORMATION


CORPORATE OFFICE

MAILING ADDRESS:
1190 RFD
Long Grove, IL  60047

Located At:
Route 83 and Old McHenry Road
Long Grove, IL  60047

ANNUAL REPORT ON FORM 10-K
A copy of Big Foot Financial Corp.'s Annual Report on Form 10-K as filed with
the Securities and Exchange Commission may be obtained without charge upon
written request to Timothy L. McCue, Big Foot Financial Corp., 1190 RFD, Long
Grove, Illinois 60047, or by calling (847) 634-2100 or via the internet at:
www.sec.gov.

LOCAL COUNSEL
Vedder Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois  60601

SPECIAL COUNSEL
Thacher Proffitt & Wood
11 West 42nd Street
New York, New York 10036

1700 Pennsylvania Avenue,  N.W.
Washington, D.C. 20006

REGISTRAR/TRANSFER AGENT (1)
LaSalle Bank N.A.
135 South LaSalle Street, Room 1960
Chicago, Illinois 60603
(312) 904-2584

(1) Communications regarding change of address, transfer of stock, and lost
certificates should be sent directly to the LaSalle Bank.

INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP
303 East Wacker Drive
Chicago, Illinois 60601

QUARTER ENDED             HIGH       LOW       DIVIDENDS
September 30, 2000        12.563     10.130      0.05
December 31, 2000         12.563     11.750      0.05
March 31, 2001            14.500     12.000      0.05
June 30, 2001             16.000     14.150      0.06
September 30, 2001        15.730     12.900      0.06
December 31, 2001         16.950     13.740      0.06
March 31, 2002            17.600     15.250      0.06
June 30, 2002             18.020     15.800      0.06

The stock price information set forth in the table above was provided by the
National Association of Securities Dealers, Inc. High, low, and closing prices
and daily trading volume are reported in most major newspapers.

The Company declared a cash dividend payment of $0.06 per share for each of the
four quarters of fiscal 2002. The Board of Directors considers the payment of
cash dividends, dependent on the results of operations and financial condition
of the Company, tax considerations, industry standards, economic conditions,
regulatory restrictions, general business practices, and other factors. The
Company's ability to pay dividends is dependent on the dividend payments it
receives from its subsidiary, Fairfield Savings Bank, F.S.B. which are subject
to regulations and the Bank's continued compliance with all regulatory capital
requirements. See Note 15 of the Notes to the Consolidated Financial Statements
for information regarding limitations of the Bank's ability to pay dividends to
the Company.

MARKET MAKERS (PARTIAL LIST)
ABN AMRO
AnPac Securities Group, Inc.
Friedman Billings Ramsey & Company
Herzog, Heine, Geduld, Inc.
Trident Securities, a Division of McDonald Investments

WEBSITE
www.fairfieldbank.com