FIDELITY BANCORP INC /DE/
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex102.txt
<TEXT>
EXHIBIT NO. 10.1 - FORM OF EMPLOYMENT AGREEMENT, AS AMENDED,
BETWEEN FIDELITY FEDERAL SAVINGS BANK AND RAYMOND S. STOLARCZYK
AND THOMAS E. BENTEL

The attached Employment Agreement dated December 3, 1993, as
amended, between Fidelity Bancorp, Inc. and Raymond Stolarczyk
and is substantially identical in all material respects (except
as otherwise noted below) with the other contracts listed below
which are not being filed. By action of the Board of Directors of
Fidelity Federal Savings Bank, the term of each of these agreements has
been extended to April 1, 2005.

Parties to Employment Agreement:
--------------------------------

Fidelity Federal Savings Bank and Thomas E. Bentel

(1) Section 3(a) of the Employment Agreements provide for minimum
annual salaries of $190,000 for Mr. Bentel.

FIDELITY FEDERAL SAVINGS BANK
EMPLOYMENT AGREEMENT, AS AMENDED

This AGREEMENT is made effective as of April 1, 2002 by and
between the Fidelity Federal Savings Bank (the "Bank"), a
federally chartered savings institution, with its office at 5455
West Belmont Avenue, Chicago, Illinois 60641, and Raymond S.
Stolarczyk (the "Executive").  The Bank is a wholly owned
subsidiary of Fidelity Bancorp, Inc. (the "Company"), a
corporation organized under the laws of the State of Delaware.

WHEREAS, the Bank and Executive have previously entered into that
certain Employment Agreement dated December 15, 1993; and

WHEREAS, the Bank and the Executive desire to amend the Agreement
on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter
provided, the parties hereby agree as follows:

1. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, Executive agrees
to serve as Chairman of the Board/Chief Executive Officer of the
Bank.  During said period, Executive also agrees to serve, if
elected, as an officer and director of any subsidiary or
affiliate of the Bank.  Failure to reelect Executive as Chairman
of the Board/Chief Executive Officer without the consent of the
Executive shall constitute a breach of this Agreement.

2. TERMS AND DUTIES

(a)   The term of Executive's employment under this Agreement
shall be deemed to have commenced as of the date first above
written and shall continue for a period of thirty-six (36) full
calendar months thereafter.  Commencing on the first anniversary
date of this Agreement, and continuing at each anniversary date
thereafter, the Board of Directors of the Bank (the "Board") may
extend the Agreement for an additional year; provided, however,
that upon a Change in Control the term shall be automatically
renewed for a period of thirty-six (36) full calendar months.
The Board will review the Agreement and the Executive's
performance annually for purposes of determining whether to
extend the Agreement, and the results thereof shall be included
in the minutes of the Board's meeting.

(b)   During the period of his employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation
periods, and reasonable leaves of absence, Executive shall devote
substantially all his business time, attention, skill, and
efforts to the faithful performance of his duties hereunder
including activities and services related to the organization,
operation and management of the Bank; provided, however, that,
with the approval of the Board, as evidenced by a resolution of
such Board, from time to time, Executive may serve, or continue
to serve, on the boards of directors of, and hold any other
offices or positions in, companies or organizations, which in
such Board's judgment, will not present any conflict of interest
with the Bank, or materially affect the performance of
Executive's duties pursuant to this Agreement.

3. COMPENSATION AND REIMBURSEMENT

(a)   The compensation specified under this Agreement shall
constitute the salary and benefits paid for the duties described
in Sections 1 and 2.  The Bank shall pay Executive as
compensation a salary of $240,000 per year ("Base Salary").  Such
Base Salary shall be payable bi-weekly.  During the period of
this Agreement, Executive's Base Salary shall be reviewed at
least annually; the first such review will be made no later than
one year from the date of this Agreement.  Such review shall be
conducted by a Committee designated by the Board, and the Board
may increase Executive's Base Salary.  In addition to the Base
Salary provided in this Section 3(a), the Bank shall provide
Executive at no cost to Executive with all such other benefits as
are provided uniformly to permanent full-time employees of the
Bank.

(b)   The Bank will provide Executive with employee benefit
plans, arrangements and perquisites substantially equivalent to
those in which Executive was participating or otherwise deriving
benefit from immediately prior to the beginning of the term of
this Agreement.  Without limiting the generality of the foregoing
provisions of this Subsection (b), Executive will be entitled to
participate in or receive benefits under any employee benefit
plans including but not limited to, retirement plans,
supplemental retirement plans, pension plans, profit-sharing
plans, health-and-accident plans, medical coverage or any other
employee benefit plan or arrangement made available by the Bank
in the future to its senior executives and key management
employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and
arrangements.  Executive will be entitled to incentive
compensation and bonuses as provided in any plan of the Bank in
which Executive is eligible to participate.  Nothing paid to the
Executive under any such plan or arrangement will be deemed to be
in lieu of other compensation to which the Executive is entitled
under this Agreement.

(c)   In addition to the Base Salary provided for by paragraph
(a) of this Section 3, the Bank shall pay or reimburse Executive
for all reasonable travel and other reasonable expenses incurred
by Executive performing his obligations under this Agreement and
may provide such additional compensation in such form and such
amounts as the Board may from time to time determine.

4. PAYMENTS TO EXECUTIVE UPON PREMATURE TERMINATION

(a)   If Executive's employment is "Prematurely Terminated" as
defined below during the Executive's term of employment under
this Agreement, the provisions of this Section shall apply.  As
used in this Agreement, the Executive will be deemed to be
Prematurely Terminated in the event of his termination of
employment either (i) by the Bank or the Company for any reason,
including in connection with or following a Change in Control,
prior to the expiration of the term of this Agreement, and other
than for Cause, as defined in Section 7 hereof, or (ii) by the
Executive for any reason following a Change in Control or by
Executive upon any (A) failure to elect or reelect or to appoint
or reappoint Executive as Chairman of the Board/Chief Executive
Officer unless consented to by the Executive, (B) unless
consented to by the Executive, a material change in Executive's
function, duties, or responsibilities which change would cause
Executive's position to become one of lesser responsibility,
importance, or scope from the position and attributes thereof
described in Sections 1 and 2, above, (and any such material
change shall be deemed a continuing breach of this Agreement),
(C) a relocation of Executive's principal place of employment by
more than 30 miles from its location at the effective date of
this Agreement, or a reduction in the Base Salary, benefits and
prerequisites to the Executive from those being provided as of
the effective date of this Agreement, provided, however, that the
Bank may reduce benefits and perquisites generally provided on a
nondiscriminatory basis to all employees without incurring the
payments pursuant to the provisions of this Section, (D)
liquidation or dissolution of the Bank or Company, or (E) breach
of this Agreement by the Bank.  Upon the occurrence of any event
described in clauses (A), (B), (C), (D) or (E), above, Executive
shall have the right to elect to terminate his employment under
this Agreement by resignation upon not fewer than sixty (60) days
prior written notice given within a reasonable period of time not
to exceed, except in case of a continuing breach, four calendar
months after the event giving rise to said right to elect.

(b)   If the Executive is Prematurely Terminated, the Bank shall
pay Executive, or, in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the case may be,
as severance pay or liquidated damages, or both, a sum equal to
three (3) times the sum of: (i) the average of the three
preceding years' Base Salary, calculated for the three year
period immediately preceding the date such amount is to be
determined; plus (ii) the highest bonus paid to the Executive
during the three preceding years, calculated for the three year
period immediately preceding the date such amount is to be
determined; plus (iii) the sum of the Bank's contributions to the
Bank's Employee Stock Ownership Plan and the Bank's 401(k) Plan
(and not the Executive's contributions to the 401(k) Plan) made
on behalf of the Executive for the three year period immediately
preceding the date such amount is to be determined, divided by
three (3); provided, however, that if the Bank is not in
compliance with its minimum capital requirements or if such
payments would cause the Bank's capital to be reduced below its
minimum capital requirements, such payments shall be deferred
until such time as the Bank is in capital compliance.

(c)   In addition to the amount determined under subsection (b)
the Bank shall cause to be continued the Executive's life,
medical, dental and disability coverage substantially identical
to the coverage maintained by the Bank for the Executive prior to
Executive's termination.  Such coverage shall cease upon the
expiration of the earlier of:  (i) thirty-six (36) months; or
(ii) Executive's employment by another employer and coverage
under plans that provides Executive with substantially identical
coverage.

(d)   For purposes of this Agreement, a "Change in Control" of
the Bank or Company shall mean an event of a nature that:  (i)
would be required to be reported in response to Item 1(a) of the
current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"); or (ii) results in a Change in Control
of the Bank or Company within the meaning of the Home Owners'
Loan Act of 1933 and the Rules and Regulations promulgated by the
Office of Thrift Supervision ("OTS") (or its predecessor agency),
as in effect on the date hereof, (provided that in applying the
definition of change in control or presumptive change in control
or acting in concert or presumptive acting in concert as set
forth under the Rules and Regulations of the OTS, ownership by a
person or group, including a presumptive group, of at least 15%
of the voting stock of the Bank or the Company shall be required,
and provided further that ownership of stock by a tax qualified
employee benefit plan of the Bank or the Company shall not be
subject to presumptions of control or acting in concert; or (iii)
without limitation, such a Change in Control shall be deemed to
have occurred at such time as (a) any "person" (as the term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Bank or the Company representing 20% or more of the Bank's or the
Company's outstanding securities except for any securities of the
Bank purchased by the Company in connection with the conversion
of the Bank to the stock form and any securities purchased by the
Bank's employee stock ownership plan and trust; or (b)
individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a
vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the
Company's stockholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for
purposes of this clause (b), considered as though he were a
member of the Incumbent Board; or (c) a plan of reorganization,
merger, consolidation, sale of all or substantially all the
assets of the Bank or the Company or similar transaction occurs
in which the Bank or Company is not the surviving entity.

(e)   The amount payable under subsection (b) hereof shall be
paid to the Executive, or in the event of Executive's subsequent
death, his beneficiary or beneficiaries, or his estate as the
case may be.  Payment shall be made in one lump sum within ten
(10) business days of the Executive's Date of Termination,
provided, however, that the Executive may elect, prior to
termination of employment and the right to receive any amounts
hereunder, to have the amount payable in equal monthly
installments over thirty-six (36) months.

(f)   Notwithstanding the preceding paragraphs of this Section 4
and except as provided in this subsection (f), in the event that
it shall be determined that any payment, benefit or other
entitlement under this Agreement and any other plan or
arrangement of the Bank or the Company (the "Total Payments")
would constitute an "Excess Parachute Payment" within the meaning
of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code") and thereby be subject to the excise tax imposed by
Section 4999 of the Code or any similar successor provision or
any interest or penalties with respect to such excise tax
(collectively the "Excise Tax"), then, except in the case of a de
Minimus Excess Amount (as defined below), the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment")
in an amount such that after payment by the Executive of all
taxes imposed upon the Gross-Up Payment (including any federal,
state and local income, payroll and excise taxes and any interest
or penalties imposed with respect to such taxes), the Executive
retains an amount of the Gross Up Payment equal to the Excise Tax
imposed upon the Total Payments (not including any Gross-Up
Payment).  If, at a later date, the Internal Revenue Service
assesses a deficiency against the Executive for the Excise Tax
which is greater than that which was determined at the time such
amounts were paid, then the Company shall pay to the Executive
the amount of such unreimbursed Excise Tax plus any interest,
penalties and reasonable professional fees or expenses incurred
by the Executive as a result of such assessment, including all
such taxes with respect to any such additional amount.  The
highest marginal tax rate applicable to individuals at the time
of the payment of such amounts will be used for purposes of
determining the federal and state income and other taxes with
respect thereto.  The Bank shall withhold from any amounts paid
under this Agreement the amount of any Excise Tax or other
federal, state or local taxes then required to be withheld.
Computations of the amount of the Gross-Up Payment paid under
this subparagraph shall be conclusively made by the Company's
independent accountants, in consultation, if necessary, with the
Company's independent legal counsel.  If, after the Executive
receives any Gross-Up Payment or other amount pursuant to this
subparagraph, the Executive receives any refund with respect to
the Excise Tax, the Executive shall promptly pay the Company the
amount of such refund within ten (10) days of receipt by the
Executive.  Notwithstanding the foregoing, in the event that the
amount by with the present value of the Total Payments which
would constitute an Excess Parachute Payment is less than 3% of
the Total Payments, then such Excess Parachute Payment shall be
deemed to be a "de Minimus Excess Amount" and the Executive shall
not be entitled to a Gross-Up Payment.  In such a case, the Total
Payments will be reduced to an amount (the "Non-Triggering
Amount"), the value of which is one dollar ($1.00) less than an
amount equal to three (3) times Executive's "base amount," as
determined in accordance with Code Section 280G; provided that
such reduction shall not be made unless the Non-Triggering Amount
would be greater than the aggregate value of the Total Payments
(without such reduction) minus the amount of Excise Tax required
to be paid by Executive thereon.  The allocation of the reduction
required by the preceding sentence shall be determined by the
Executive.

5. TERMINATION FOR DISABILITY

(a)   If, as a result of Executive's incapacity due to physical
or mental illness, he shall have been absent from his duties with
the Bank on a full-time basis for six (6) consecutive months, and
within thirty (30) days after written notice of potential
termination is given he shall not have returned to the full-time
performance of his duties, the Bank or the Company may terminate
Executive's employment for "Disability."

(b)   The Bank will pay Executive, as disability pay, a bi-weekly
payment equal to three-quarters (3/4) of Executive's bi-weekly
rate of Base Salary on the effective date of such termination.
These disability payments shall commence on the effective date of
Executive's termination and will end on the earlier or (i) the
date Executive returns to the full-time employment of the Bank in
the same capacity as he was employed prior to his termination for
Disability and pursuant to an employment agreement between
Executive and the Bank; (ii) Executive's full-time employment by
another employer; (iii) Executive attaining age of 65; (iv)
Executive's death; or (v) the expiration of the term of this
Agreement.  The disability pay shall be reduced by the amount, if
any, paid to the Executive under any plan of the Bank providing
disability benefits to the Executive.

(c)   The Bank will cause to be continued life, medical, dental
and disability coverage substantially identical to the coverage
maintained by the Bank for Executive prior to his termination for
Disability.  This coverage and payments shall cease upon the
earlier of (i) the date Executive returns to the full-time
employment of the Bank, in the same capacity as he was employed
prior to his termination for Disability and pursuant to an
employment agreement between Executive and the Bank; (ii)
Executive's full-time employment by another employer; (iii)
Executive's attaining the age of 65; (iv) Executive's death; or
(v) the expiration of the term of this Agreement.

(d)   Notwithstanding the foregoing, there will be no reduction
in the compensation otherwise payable to Executive during any
period during which Executive is incapable of performing his
duties hereunder by reason of temporary disability.

6. TERMINATION UPON RETIREMENT
Termination by the Bank of the Executive based on "Retirement"
shall mean retirement at age 65 or in accordance with any
retirement arrangement established with Executive's consent with
respect to him.  Upon termination of Executive upon Retirement,
Executive shall be entitled to all benefits under any retirement
plan of the Company or the Bank and other plans to which
Executive is a party.

7. TERMINATION FOR CAUSE
The term "Cause" shall mean termination of the Executive's
employment because of the Executive's (i) personal dishonesty
which results in loss to the Company or the Bank; (ii) breach of
fiduciary duty involving personal profit; (iii) intentional
failure to perform stated duties; (iv) willful violation of any
law, rule, or regulation (other than traffic violations or
similar offenses) or final cease and desist order which results
in substantial loss to the Company or the Bank; or (v) material
breach of any material provision of this Agreement.  For purposes
of this subsection, no act, or failure to act, on Executive's
part shall be "willful" unless done, or omitted to be done, not
in good faith and without reasonable belief that the action or
omission was in the best interests of the Bank or its affiliates.
Executive shall be entitled to thirty (30) days' prior written
notice (the "Notice of Termination") of the Bank's intention to
terminate Executive's employment for Cause, and such Notice of
Termination shall specify the grounds for such termination,
afford the Executive a reasonable opportunity to cure any conduct
or act (if curable) alleged as grounds for such termination;
provide the Executive with a reasonable opportunity to present to
the Board of Directors of the Bank, together with counsel, the
Executive's position regarding any dispute relating to the
existence of such Cause.  Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been
delivered to Executive a copy of a resolution duly adopted by the
affirmative vote or not less than three-fourths of the Board of
Directors of the Bank at a meeting of the Board called and held
for that purpose (after reasonable notice to the Executive),
finding that in the good faith opinion of the Board, the
Executive was guilty of conduct justifying termination for Cause
and specifying the particulars thereof in detail.  The Executive
shall not have the right to receive compensation or other
benefits for any period after termination for Cause.  Any stock
options or limited rights granted to Executive under any stock
option plan or any unvested awards granted under any other stock
benefit plan of the Bank, the Company or any subsidiary thereof,
shall become null and void effective upon Executive's Date of
Termination for Cause.

8. NOTICE

(a)   Any purported termination by the Bank or by Executive shall
be communicated by Notice of Termination to the other party
hereto.  For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate the
specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's
employment under the provision so indicated.

(b)   "Date of Termination" shall mean (A) if Executive's
employment is terminated for Disability, thirty (30) days after a
Notice of Termination is given (provided that he shall not have
returned to the performance of his duties on a full-time basis
during such thirty (30) day period), and (B) if his employment is
terminated for any other reason, the date specified in the Notice
of Termination.

(c)   If, within thirty (30) days after any Notice of Termination
is given, the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination,
except upon the occurrence of a Change in Control and voluntary
termination by the Executive in which case the Date of
Termination shall be the date specified in the Notice, the Date
of Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties, by
a binding arbitration award, or by a final judgment, order or
decree of a court of competent jurisdiction (the time for appeal
there from having expired and no appeal having been perfected)
and provided further that the Date of Termination shall be
extended by a notice of dispute only if such notice is given in
good faith and the party giving such notice pursues the
resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Bank will
continue to pay Executive his full compensation in effect when
the notice giving rise to the dispute was given (including, but
not limited to, Base Salary) and continue him as a participant in
all compensation, benefit and insurance plans in which he was
participating when the notice of dispute was given, until the
dispute is finally resolved in accordance with this Agreement.
Amounts paid under this Section are in addition to all other
amounts due under this Agreement and shall not be offset against
or reduce any other amounts due under this Agreement.

9. POST-TERMINATION OBLIGATIONS

(a)   All payments and benefits to Executive under this Agreement
shall be subject to Executive's compliance with paragraph (b) of
this Section 10 during the term of this Agreement and for one (1)
full year after the expiration or termination hereof.

(b)   Executive shall, upon reasonable notice, furnish such
information and assistance to the Bank as may reasonably be
required by the Bank in connection with any litigation in which
it or any of its subsidiaries or affiliates is, or may become, a
party.

10. NON-COMPETITION

(a)   Upon any termination of Executive's employment hereunder,
Executive agrees not to compete with the Bank and/or the Company
for a period of one (1) year following such termination in any
city, town or county in which the Bank and/or the Company has an
office or has filed an application for regulatory approval to
establish an office, determined as of the effective date of such
termination, except as otherwise agreed to pursuant to a
resolution duly adopted by the Board.  Executive agrees that
during such period and within said cities, towns and counties,
Executive shall not work for or advise, consult or otherwise
serve with, directly or indirectly, any entity whose business
materially competes with the depository, lending or other
business activities of the Bank and/or the Company.  The parties
hereto, recognizing that irreparable injury will result to the
Bank and/or the Company, its business and property in the event
of Executive's breach of this Subsection 10(a) agree that in the
event of any such breach by Executive, the Bank and/or the
Company will be entitled, in addition to any other remedies and
damages available, to an injunction to restrain the violation
hereof by Executive, Executive's partners, agents, servants,
employers, employees and all persons acting for or with
Executive.  Executive represents and admits that in the event of
the termination of his employment for Cause Executive's
experience and capabilities are such that Executive can obtain
employment in a business engaged in other lines and/or of a
different nature than the Bank and/or the Company, and that the
enforcement of the remedy by way of injunction will not prevent
Executive from earning a livelihood.  Nothing herein will be
construed as prohibiting the Bank and/or the Company from
pursuing any other remedies available to the Bank and/or the
Company for such breach or threatened breach, including the
recovery of damages from Executive.

(b)   Executive recognizes and acknowledges that the knowledge of
the business activities and plans for business activities of the
Bank and affiliates thereof, as it may exist from time to time,
is a valuable, special and unique asset of the business of the
Bank.  Executive will not, during or after the term of his
employment, disclose any knowledge of the past, present, planned
or considered business activities of the Bank or affiliates
thereof to any person, firm, corporation, or other entity for any
reason or purpose whatsoever.  Notwithstanding the foregoing,
Executive may disclose any knowledge of banking, financial and/or
economic principles, concepts or ideas which are not solely and
exclusively derived from the business plans and activities of the
Bank.  In the event of a breach or a threatened breach by the
Executive of the provision of this Section 10, the Bank will be
entitled to an injunction restraining Executive from disclosing,
in whole or in part, the knowledge of the past, present, planned
or considered business activities of the Bank or affiliates
thereof, or from rendering any services to any person, firm,
corporation, other entity to whom such knowledge, in whole or in
part, has been disclosed or is threatened to be disclosed.
Nothing herein will be construed as prohibiting the Bank from
pursuing any other remedies available to the Bank for such breach
or threatened breach, including the recovery of damages from
Executive.

11. SOURCE OF PAYMENTS
All payments provided in this Agreement shall be timely paid in
cash or check from the general funds of the Bank.  The Company,
however, guarantees payment and provision of all amounts and
benefits due hereunder to Executive and, if such amounts and
benefits due from the Bank are not timely paid or provided by the
Bank for any reason including the Bank being prohibited from
making such payments, such amounts and benefits shall be paid or
provided by the Company.

12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS
This Agreement contains the entire understanding between the
parties hereto and supercedes any prior employment agreement
between Bank or any predecessor of the Bank and Executive, except
that this Agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Executive of a kind
elsewhere provided.  No provision of this Agreement shall be
interpreted to mean that Executive is subject to receiving fewer
benefits than those available to him without reference to this
Agreement.

13. NO ATTACHMENT

(a)   Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge,
pledge, or hypothecation, or to execution, attachment, levy, or
similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action
shall be null, void, and of no effect.

(b)   This Agreement shall be binding upon, and inure to the
benefit of, Executive, the Bank, the Company and its and their
respective successors and assigns.

14. MODIFICATION AND WAIVER

(a)   This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.

(b)   No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the
enforcement of any provision of this Agreement, except by written
instrument of the party charged with such waiver or estoppel.  No
such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate
only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future as
to any act other than that specifically waived.

15. REQUIRED REGULATORY PROVISIONS

(a)   The Bank may terminate the Executive's employment at any
time, but any termination by the Bank, other than termination for
Cause, shall not prejudice Executive's right to compensation or
other benefits under this Agreement.  Executive shall not have
the right to receive compensation or other benefits for any
period after termination for Cause.

(b)   If the Executive is suspended from office and/or
temporarily prohibited from participating in the conduct of the
Bank's affairs by a notice served under Section 8(e)(3) or
8(g)(1) of the Federal Deposit Insurance Act, (12 U.S.C. section

1818(e)(3) or (g)(1)), the Bank's obligations under this contract
shall be suspended as of the date of service, unless stayed by
appropriate proceedings.  If the charges in the notice are
dismissed, the Bank may in its discretion (i) pay the Executive
all or part of the compensation withheld while their contract
obligations were suspended and (ii) reinstate (in whole or in
part) any of the obligations which were suspended.

(c)   If the Executive is removed and/or permanently prohibited
from participating in the conduct of the Bank's affairs by an
order issued under Section 8(e)(4) or 8(g)(1) of the Federal
Deposit Insurance Act, (12 U.S.C. section 1818(e)(4) or (g)(1))
all obligations of the Bank under this contract shall terminate
as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.

(d)   If the Bank is in default (as defined in Section 3(x)(1)
(12 U.S.C. section 1813(x)(1)) of the Federal Deposit Insurance
Act) all obligations of the Bank under this contract shall
terminate as of the date of default, but this paragraph shall not
affect any vested rights of the contracting parties.

(e)   All obligations of the Bank under this contract shall be
terminated, except to the extent determined that continuation of
the contract is necessary for the continued operation of the
institution, (i) by the Federal Deposit Insurance Corporation
(the "FDIC"), at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Bank under the
authority contained in Section 13(c) (12 U.S.C. section 1823(c))
of the Federal Deposit Insurance Act; or (ii) by the OTS at the
time the OTS or its District Director approves a supervisory
merger to resolve problems related to the operations of the Bank
or when the Bank is determined by the OTS or FDIC to be in an
unsafe or unsound condition.  Any rights of the parties that have
already vested, however, shall not be affected by such action.

(f) Any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon
compliance with 12 R.Y.C. seciton 1828(k) and FDIC Regulation 12
CAR Part 359, Golden Parachute and Indemnification Payments.

16. SEVERABILITY
If, for any reason, any provision of this Agreement, or any part
of any provision, is held invalid, such invalidity shall not
affect any other provision of this Agreement or any part of such
provision not held so invalid, and each such other provision and
part thereof shall to the full extent consistent with law
continue in full force and effect.

17. HEADINGS FOR REFERENCE ONLY
The headings of sections and paragraphs herein are included
solely for convenience of reference and shall not control the
meaning or interpretation of any of the provisions of this
Agreement.

18. GOVERNING LAW
This Agreement shall be governed by the laws of the State of
Illinois, but only to the extent not superceded by Federal law.

19. ARBITRATION
Any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three arbitrators sitting in a
location selected by the Executive within fifty (50) miles from
the location of the Bank, in accordance with the rules of the
American Arbitration Association then in effect.  Judgment may be
entered on the arbitrator's award in any court having
jurisdiction; provided, however, that Executive shall be entitled
to seek specific performance of this right to be paid until the
Date of Termination during the pendency of any disputes or
controversy arising under or in connection with this Agreement.
In the event any dispute or controversy arising under or in
connection with the Executive's termination is resolved in favor
of the Executive, whether by judgment, arbitration or settlement,
Executive shall be entitled to the payment of all back-pay,
including salary, bonuses and any other cash compensation, fringe
benefits and any compensation and benefits due Executive under
this Agreement.

20. PAYMENT OF LEGAL FEES
All reasonable legal fees paid or incurred by Executive pursuant
to any dispute or question of interpretation relating to this
Agreement shall be paid or reimbursed by the Bank if Executive is
successful on the merits pursuant to a legal judgment,
arbitration or settlement.

21. INDEMNIFICATION
The Bank shall provide the Executive (including his heirs,
executors and administrators) with coverage under a standard
directors' and officers' liability insurance policy at its
expense, or in lieu thereof, shall indemnify the Executive (and
his heirs, executors and administrators) to the fullest extent
permitted under Federal law against all expenses and liability
reasonably incurred by him in connection with or arising out of
any action, suit or proceeding in which he may be involved by
reason of his having been a director or officer of the Bank
(whether or not he continues to be a director or officer at the
time of incurring such expenses or liabilities), such expenses
and liabilities to include, but not be limited to, judgments,
court costs and attorneys' fees and the cost of reasonable
settlements.

22. SUCCESSOR TO THE BANK OR THE COMPANY
The Bank and the Company shall require any successor or assignee,
whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of
the Bank or the Company, expressly and unconditionally to assume
and agree to perform the Bank's and the Company's obligations
under this Agreement, in the same manner and to the same extent
that the Bank and the Company would be required to perform if no
such succession or assignment had taken place.

IN WITNESS WHEREOF, the undersigned has caused this Agreement to
be executed by its duly authorized officer, and Executive has
signed this Agreement, as of the 1st day of April, 2002.











ATTEST:                          FIDELITY FEDERAL SAVINGS BANK
/s/Lindalee Hansen               By: /s/ Thomas E. Bentel
-------------------              -----------------------------
                                 NAME: Thomas E. Bentel
                                 TITLE: President

ATTEST:                          FIDELITY BANCORP, INC.
/s/Lindalee Hansen               By: /s/ Thomas E. Bentel
----------------------           -----------------------------
                                 NAME: Thomas E. Bentel
                                 TITLE: President


ATTEST:                          /s/ Raymond S. Stolarczyk
/s/Lindalee Hansen               RAYMOND S. STOLARCZYK

</TEXT>
</DOCUMENT>
