Exhibit 4.5

             FIRST AMENDMENT TO THE FIDELITY FINANCIAL OF OHIO, INC.
                             1997 STOCK OPTION PLAN



Section  8.05(a) of the Fidelity  Financial of Ohio, Inc. 1997 Stock Option Plan
shall be amended and restated in its entirety as follows:

     "(a) General Rule.  Except as provided in Sections  8.05(b) and 8.10,  each
     Option or portion thereof granted to Employees and  Non-Employee  Directors
     shall  be  exercisable  at any  time  on or  after  it  vests  and  becomes
     exercisable until the earlier of (i) ten (10) years after its date of grant
     or (ii) three (3) months after the date on which the Optionee  ceases to be
     employed (or in the service of the Board of Directors or an Advisory  Board
     of Directors, in the case of Non-Employee Directors) by the Corporation and
     all Subsidiary Companies, unless the Board of Directors or the Committee in
     its  discretion  decides at the time of grant or  thereafter to extend such
     period of exercise upon termination of employment or service from three (3)
     months to a period of not exceeding one (1) year."