FIDELITY BANCORP INC /DE/
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex101.txt
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EXHIBIT NO. 10.1 - FORM OF EMPLOYMENT AGREEMENT, AS AMENDED, BETWEEN
FIDELITY BANCORP, INC. 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 Bancorp, Inc., the term of each of these
agreements has been extended to April 1, 2005.

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

Fidelity Bancorp, Inc. and Thomas E. Bentel

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

FIDELITY BANCORP, INC.
EMPLOYMENT AGREEMENT, AS AMENDED

This AGREEMENT is made effective as of April 1, 2002 by and between
Fidelity Bancorp, Inc. (the "Company"), a corporation organized under the
laws of Delaware, with its principal administrative office at 5455 West
Belmont Avenue, Chicago, Illinois 60641, and Raymond S. Stolarczyk (the
"Executive").

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

WHEREAS, the Company and 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.   TERM OF AGREEMENT WITH AUTOMATIC RENEWAL PROVISION
The term of 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
Agreement shall renew for an additional year such that the remaining term
shall be three (3) years unless written notice is provided to Executive at
least ten (10) days and not more than twenty (20) days prior to any such
anniversary date, that this Agreement shall cease at the end of twenty-four
(24) months following such anniversary date; provided, however, that upon a
Change in Control the term shall be automatically renewed for a period of
thirty-six (36) full calendar months.  Prior to the written notice period
for non-renewal, the Board of Directors of the Holding Company ("Board")
will conduct a formal performance evaluation of the Executive for purposes
of determining whether to not renew the Agreement, and the results thereof
shall be included in the minutes of the Board's meeting.

2.   POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, Executive agrees to serve as
Chairman of the Board/Chief Executive Officer of the Company. During said
period, Executive also agrees to serve, if elected, as an officer and
director of any subsidiary or affiliate of the Company. 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.

3.   TERMS AND DUTIES

(a) 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 Company; 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 Company, or materially affect the
performance of Executive's duties pursuant to this Agreement.

(b) In the event that Executive's duties and responsibilities with respect
to the Bank are temporarily or permanently terminated pursuant to Sections
7 or 15 of the Employment Agreement, as amended, between Executive and the
Bank ("Bank Agreement") and the course of conduct upon which such
termination is based would not constitute grounds for Termination for Cause
under Section 9 of this Agreement then Executive shall, to the extent
practicable, assume such duties and responsibilities formerly performed at
the Bank as part of his duties and responsibilities as Chairman of the
Board/Chief Executive Officer of the Company. Nothing in this provision
shall be interpreted as restricting the Company's right to remove Executive
for Cause in accordance with Section 9 of this Agreement.

4.   COMPENSATION AND REIMBURSEMENT

(a) The compensation specified under this Agreement shall constitute the
salary and benefits paid for the duties described in Sections 2 and 3. The
Company 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 4(a),
the Company shall provide Executive at no cost to Executive with all such
other benefits as are provided uniformly to permanent full-time employees
of the Company and the Bank.

(b) The Company 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 Company 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 Company 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 4, the Company 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.

(d) In the event that Executive assumes additional duties and
responsibilities pursuant to Section 3(c) of this Agreement by reason of
one of the circumstances contained in Section 3(c) of this Agreement, and
the Executive receives or will receive less than the full amount of
compensation and benefits formerly entitled to him under the Bank
Agreement, the Company shall assume the obligation to provide Executive
with his compensation and benefits in accordance with the Bank Agreement
less any compensation and benefits received from the Bank, subject to the
terms and conditions of this Agreement including the termination for Cause
provisions in Section 9.

5.   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 Company for any reason
including in connection with or following a Change in Control prior to
expiration of the term of this Agreement and other than for Cause, as
defined in Section 9 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 2 and 3, 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 perquisites to
the Executive from those being provided as of the effective date of this
Agreement, provided, however, that the Company 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 Company. 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 Company 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 (3) 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 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
Company's or 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).

(c) In addition to the amount determined under Subsection (b), the Company
will cause to be continued the Executive's life, medical, dental and
disability coverage substantially identical to the coverage maintained by
the Bank or the Company for Executive prior to his 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 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 Sections 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 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 in 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 in which the Bank or Company is not the resulting
entity.

(e) The amount payable under Subsection (b) hereof shall be paid to the
Executive, or in the event of his 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 of a Change in Control 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 Company 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.

7.   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 Company 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 Company may
terminate Executive's employment for "Disability."

(b) The Company 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 of (i) the date Executive returns to the full-time employment
of the Company in the same capacity as he was employed prior to his
termination for Disability and pursuant to an employment agreement between
Executive and the Company; (ii) Executive's full-time employment by another
employer; (iii) Executive attaining the age of 65; or (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 Company will cause to be continued life, medical, dental and
disability coverage substantially identical to the coverage maintained by
the Company 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 Company, in the same
capacity as he was employed prior to his termination for Disability and
pursuant to an employment agreement between Executive and the Company; (ii)
Executive's full-time employment by another employer; (iii) Executive's
attaining the age of 65; or (iv) the 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.

8.   TERMINATION UPON RETIREMENT
Termination by the Company 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.

9.   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 one of its affiliates; (ii) breach of fiduciary duty
involving personal profit; (iii) intentional failure to perform stated
duties; (iv) willful violation of any law, rule, regulation, (other than
traffic violations or similar offenses) or final cease and desist order
which results in substantial loss to the Company or one of its affiliates;
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
interest of the Company or its affiliates.  Executive shall be entitled to
thirty (30) days' prior written notice (the "Notice of Termination") of the
Company'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
Company, 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 of not less than three-fourths of the members of the Board
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 and related 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.

10.  NOTICE

(a) Any purported termination by the Company 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 Company 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.

11.  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 11
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 Company as may reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party.

12.  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 12(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 a 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 Company 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 Company. In the event of a
breach or threatened breach by the Executive of the provisions of this
Section 12, the Company 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 Company 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 Company from pursuing any other remedies
available to the Company for such breach or threatened breach, including
the recovery of damages from Executive.

13.  SOURCE OF PAYMENTS
All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Company.

14.  EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS
This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreement between the Company or any
predecessor of the Company 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.

15.  EFFECT OF ACTION UNDER BANK AGREEMENT
Notwithstanding any provision herein to the contrary, to the extent that
payments and benefits are paid to or received by Executive under the
Employment Agreement, as Amended as of April 1, 2002, between Executive and
the Bank, the amount of such payments and benefits paid by the Bank will be
subtracted from any amount due simultaneously to Executive under similar
provisions of this Agreement.


16.  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 and the Company and their respective successors and assigns.

17.  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.

18.  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.

19.  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.

20.  GOVERNING LAW
This Agreement will be construed and the legal relations of the parties
hereto shall be determined in accordance with the laws of the State of
Illinois without reference to the law regarding conflicts of law.  With
regard to each and every term and condition of this Agreement and any and
all agreements and instruments subject to the terms hereof, the parties to
this Agreement understand and agree that the same have and has been
mutually negotiated, prepared and drafted, and that if at any time the
parties hereto desire or are required to interpret or construe any such
term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party to this Agreement
actually prepared, drafted or requested any term or condition of this
Agreement or any agreement or instrument subject hereto.

21.  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 his right to be paid until the Date of Termination during
the pendency of any dispute or controversy arising under or in connection
with this Agreement.

22.  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 Company, if successful pursuant to a legal
judgment, arbitration or settlement.

23.  INDEMNIFICATION
The Company shall provide 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 Executive (and his heirs, executors and administrators) to the
fullest extent permitted under Delaware law against all expenses and
liabilities 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 Company (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.

24.  SUCCESSOR TO THE COMPANY
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 Company's
obligations under this Agreement, in the same manner and to the same extent
that 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 BANCORP, INC.

Lindalee Hansen                         By:/s/ Thomas E. Bentel
----------------                        -------------------------
                                        NAME:  Thomas E. Bentel
                                        TITLE: President


ATTEST:
Lindalee Hansen                         By:/s/ Raymond S. Stolarczyk
----------------                           -------------------------
                                        NAME:  Raymond S. Stolarczyk

</TEXT>
</DOCUMENT>
