FIDELITY BANCORP INC /DE/
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex1013.txt
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EXHIBIT 10.13 AMENDMENT TO THE FIDELITY BANCORP, INC. 1993 STOCK
OPTION PLAN FOR OUTSIDE DIRECTORS
Amendment No. 1

Pursuant to resolutions of the Board of Directors of Fidelity
Bancorp, Inc., dated March 18, 2002, and pursuant to the authority
of Section 7 of the Fidelity Bancorp, Inc. 1993 Stock Option Plan
for Outside Directors (the "Plan"), the Plan is hereby amended,
effective April 1, 2002, as follows:

1.  Subparagraph 3(e)(i) of the Plan is amended in its entirety to
read as follows:

"(i)  "Change in Control" for purposes of this Plan, a "Change in
Control" of the Bank or Holding Company shall mean an event of a
nature that: (i) would be required to be reported in response to
1(a) of the current report on Form 8-K, as in effect of 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 the Holding Company within the meaning of
the Home Owners' Loan Act of 1933 as amended and the Rules and
Regulations promulgated by the Office of Thrift Supervision (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 Holding Company
shall be required, and provided further that ownership of stock by
a tax qualified employee benefit plan of the Bank or the Holding
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 Section 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, or securities of
the Bank or Holding Company representing 20% or more of the
combined voting power of the Bank's or Holding Company's
outstanding securities except for any securities purchased by the
Bank's employee stock ownership plan or trust; or (b) individuals
who constitute the Board of Directors of the Holding Company 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 Holding Company's stockholders was approved by the Holding
Company's Nominating Committee, 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 Holding
Company or similar transaction occurs in which the Bank or the
Holding Company is not the surviving entity; or (d) a proxy
statement soliciting proxies from shareholders of the Holding
Company, by someone other than the current management of the
Holding Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Holding Company or
Bank or similar transaction with one or more corporations as a
result of which the outstanding shares of the class of securities
then subject to the plan or transaction are exchanged for or
converted into cash or property or securities not issued by the
Bank or the Holding Company shall be distributed; or (e) a tender
offer is made for 20% or more of the voting securities of the Bank
or the Holding Company."

2. Section 2 of the Plan is amended by adding a new subsection (c)
(and renaming all subsequent subsections accordingly) to read as
follows:

"(c) Grant of Remaining Options.  If the Board of Directors of the
Holding Company so elects, any options remaining under the Plan at
any time may be allocated among the then-current Outside Directors.
The Human Resource Committee of the Holding Company Board shall
have discretion in determining what method should be used for
making such an allocation, subject to any required Holding Company
Board ratification.

The purchase price per share of the Common Stock deliverable upon
the exercise of such option shall equal the Fair Market Value of
the Common Stock on the date of the grant of this option as
determined under paragraph (d) of this Section II."

3.  A new Section 10 shall be added to the Plan to read as follows:

"10.  MERGER OR CONSOLIDATION.

In the event of a Change in Control, all options shall become
immediately and fully exercisable."

The undersigned hereby certifies that the above amendments have
been duly authorized and remain in full force and effect.

FIDELITY BANCORP, INC.

/s/ Judith K. Leaf
------------------
Corporate Secretary

Date:  March 18, 2002

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