FIDELITY BANCORP, INC.
5455 West Belmont Avenue
Chicago, Illinois 60641
(773) 736-4414

December 26, 2001

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
Fidelity Bancorp, Inc., the holding company for Fidelity Federal Savings Bank.
The annual meeting will be held on Wednesday, January 23, 2002 at 10:00 a.m.,
local time, at our corporate offices, which are located at 5455 West Belmont,
Chicago, Illinois.

As described in the enclosed proxy statement, matters scheduled to be
presented for stockholder action at the annual meeting include the election of
two Class II directors and the ratification of Crowe, Chizek and Company LLP as
our independent auditors for the fiscal year ending September 30, 2002. Our
officers will also present a report on our operations at the meeting.
Directors, executive officers and representatives of our independent auditors
will be present to respond to appropriate questions.

The board of directors has determined that approval of the matters to be
considered at the meeting is in the best interest of the company and our
stockholders. For the reasons set forth in the proxy statement, the board
unanimously recommends a vote "FOR" each nominee selected by the board and the
ratification of Crowe, Chizek and Company LLP as our independent auditors.

We hope you will be able to attend the annual meeting in person. Whether
or not you expect to attend, we urge you to sign, date and return the enclosed
proxy form so that your shares will be represented.

On behalf of the board of directors and all of our employees, I wish to
thank you for your interest and support. I look forward to seeing you at the
annual meeting.

Sincerely yours,

Raymond S. Stolarczyk
Chairman of the Board and Chief Executive Officer

FIDELITY BANCORP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on January 23, 2002

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Fidelity
Bancorp, Inc. will be held on Wednesday, January 23, 2002, at 10:00 a.m., local
time, at our corporate offices, which are located at 5455 West Belmont Avenue,
Chicago, Illinois.

The annual meeting is for the purpose of considering and voting upon the
following matters:

1. The election of two Class II directors for terms of three years each;

2. The ratification of Crowe, Chizek and Company LLP as our independent
auditors for the fiscal year ending September 30, 2002; and

3. Other matters as may properly come before the annual meeting or any
adjournments or postponements of the meeting.

The board of directors fixed December 3, 2001 as the record date for the
determination of stockholders entitled to notice of, and to vote at, the annual
meeting and at any adjournments or postponements of the meeting. Only holders
of record of our common stock as of the close of business on that date will be
entitled to vote at the annual meeting or any adjournments or postponements of
the meeting. In the event there are not sufficient votes for a quorum or to
approve or ratify any of the foregoing proposals at the time of the annual
meeting, the meeting may be adjourned or postponed in order to permit further
solicitation of proxies.

By order of the board of directors

Judith K. Leaf
Corporate Secretary
Chicago, Illinois
December 26, 2001

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FIDELITY BANCORP, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
January 23, 2002

Fidelity Bancorp, Inc., a Delaware corporation, is the holding company for
Fidelity Federal Savings Bank, a federally-chartered stock savings bank. We
offer retail and business banking services and products through Fidelity
Savings' five full-service branch offices, located in Chicago, Franklin Park,
and Schaumburg, Illinois. We also offer brokerage, insurance and annuity
products through Fidelity Corporation.

This proxy statement is being furnished to stockholders in connection with
the solicitation by our board of directors of proxies to be used at the annual
meeting to be held on Wednesday, January 23, 2002 at our corporate offices
located at 5455 West Belmont Avenue, Chicago, Illinois at 10:00 a.m., local
time, and any adjournments or postponements of the meeting. The 2001 annual
report to stockholders on Form 10-K, including the consolidated financial
statements for the fiscal year ended September 30, 2001, accompanies this proxy
statement, which is first being mailed to stockholders on or about December 26,
2001.

The following is information regarding the meeting and the voting process,
presented in a question and answer format.

WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY FORM?

You are receiving a proxy statement and proxy form from us because on
December 3, 2001, you owned shares of Federal Bancorp's common stock. This
proxy statement describes the matters that will be presented for consideration
by the stockholders at the annual meeting. It also gives you information
concerning the matters to assist you in making an informed decision.

When you sign the enclosed proxy form, you appoint the proxy holder as
your representative at the meeting. The proxy holder will vote your shares as
you have instructed in the proxy form, thereby ensuring that your shares will
be voted whether or not you attend the meeting. Even if you plan to attend the
meeting, you should complete, sign and return your proxy form in advance of the
meeting just in case your plans change.

If you have signed and returned the proxy form and an issue comes up for a
vote at the meeting that is not identified on the form, the proxy holder will
vote your shares, pursuant to your proxy, in accordance with his or her
judgment.

WHAT MATTERS WILL BE VOTED ON AT THE MEETING?

You are being asked to vote on the election of two directors of Fidelity
Bancorp and the ratification of Crowe, Chizek and Company LLP as our
independent auditors for the 2002 fiscal year. These matters are more fully
described in this proxy statement.

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HOW DO I VOTE?

You may vote either by mail or in person at the meeting. To vote by mail,
complete and sign the enclosed proxy form and mail it in the enclosed
pre-addressed envelope. No postage is required if mailed in the United States.
If you mark your proxy form to indicate how you want your shares voted, your
shares will be voted as you instruct.

If you sign and return your proxy form but do not mark the form to provide
voting instructions, the shares represented by your proxy form will be voted
"for" both nominees for director named in this proxy statement and "for" the
ratification of our auditors.

If you want to vote in person, please come to the meeting. We will
distribute written ballots to anyone who wants to vote at the meeting. Please
note, however, that if your shares are held in the name of your broker (or in
what is usually referred to as "street name"), you will need to arrange to
obtain a proxy from your broker in order to vote in person at the meeting.
What does it mean if I receive more than one proxy form?

It means that you have multiple holdings reflected in our stock transfer
records and/or in accounts with stockbrokers. Please sign and return ALL proxy
forms to ensure that all your shares are voted.
If I hold shares in the name of a broker, who votes my shares?

If you received this proxy statement from your broker, your broker should
have given you instructions for directing how your broker should vote your
shares. It will then be your broker's responsibility to vote your shares for
you in the manner you direct.

Under the rules of various national and regional securities exchanges,
brokers may generally vote on routine matters, such as the election of
directors and the ratification of independent auditors, but cannot vote on
non-routine matters, such as an amendment to a stock option plan, unless they
have received voting instructions from the person for whom they are holding
shares. If your broker does not receive instructions from you on how to vote
particular shares on the ratification of our auditors and your broker does not
have discretionary authority to vote on these matters, it will return the proxy
form to us, indicating that he or she does not have the authority to vote on
these matters. This is generally referred to as a "broker non-vote" and will
affect the outcome of the voting as described below, under "How many votes are
needed for approval of each proposal?" Therefore, we encourage you to provide
directions to your broker as to how you want your shares voted on the matters
to be brought before the meeting. You should do this by carefully following
the instructions your broker gives you concerning its procedures. This ensures
that your shares will be voted at the meeting.

WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?

If you hold your shares in your own name, you may revoke your proxy and
change your vote at any time before the polls close at the meeting. You may do
this by:
- signing another proxy with a later date and returning that proxy to our
transfer agent;
- sending notice to our transfer agent that you are revoking your proxy;
or
- voting in person at the meeting.

3
If you hold your shares in the name of your broker and desire to revoke
your proxy, you will need to contact your broker to revoke your proxy. You may
contact the transfer agent at the following address:

Computershare Investor Services
2 North LaSalle
Chicago, IL 60602

HOW MANY VOTES DO WE NEED TO HOLD THE ANNUAL MEETING?

A majority of the shares that are outstanding and entitled to vote as of
the record date must be present in person or by proxy at the meeting in order
to hold the meeting and conduct business.

Shares are counted as present at the meeting if the stockholder either:
- is present and votes in person at the meeting; or
- has properly submitted a signed proxy form or other proxy.

On December 3, 2001, the record date, there were 2,022,867 shares of
common stock issued and outstanding. Therefore, at least 1,011,434 shares need
to be present at the annual meeting.

WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR RE-ELECTION?

The board may, by resolution, provide for a lesser number of directors or
designate a substitute nominee. In the latter case, shares represented by
proxies may be voted for a substitute nominee. Proxies cannot be voted for
more than two nominees. The board has no reason to believe any nominee will be
unable to stand for re-election.

WHAT OPTIONS DO I HAVE IN VOTING ON EACH OF THE PROPOSALS?

You may vote "for" or "withhold authority to vote for" both nominees for
director. You may vote "for," "against" or "abstain" on any other proposal
that may properly be brought before the meeting.

HOW MANY VOTES MAY I CAST?

Generally, you are entitled to cast one vote for each share of stock you
owned on the record date. The proxy form included with this proxy statement
indicates the number of shares owned by an account attributable to you.

As provided in our certificate of incorporation, holders of common stock
who beneficially own in excess of 10% of the outstanding shares of common stock
(referred to as "the limit"), are not entitled to any vote in respect of the
shares held in excess of the limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as persons acting in
concert with, the person or entity. Our certificate of incorporation
authorizes the board of directors to make all determinations necessary to
implement and apply the limit, including determining whether persons or
entities are acting in concert, and to demand that any person who is reasonably
believed to beneficially own common stock in excess of the limit supply
information us to enable the board to implement and apply the limit.

HOW MANY VOTES ARE NEEDED FOR APPROVAL OF EACH PROPOSAL?

The two individuals receiving the highest number of votes cast "for" their
election will be elected as directors of Fidelity Bancorp.

4
The ratification of our auditors must receive the affirmative vote of a
majority of the shares present in person or by proxy at the meeting and
entitled to vote. Broker non-votes will not be counted as entitled to vote,
but will count for purposes of determining whether or not a quorum is present
on the matter.

WHERE DO I FIND THE VOTING RESULTS OF THE MEETING?

We will announce voting results at the meeting. The voting results will
also be disclosed in our Form 10-Q for the quarter ended March 31, 2002.

WHO BEARS THE COST OF SOLICITING PROXIES?

We will bear the cost of soliciting proxies. In addition to solicitations
by mail, officers, directors or employees of Fidelity Bancorp or its
subsidiaries may solicit proxies in person or by telephone. These persons will
not receive any special or additional compensation for soliciting proxies. We
may reimburse brokerage houses and other custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses for forwarding proxy and
solicitation materials to stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as to those persons we
believe to be beneficial owners of more than 5% of the outstanding shares of
common stock on December 3, 2001. The information below is based upon reports
regarding ownership required to be filed with us and with the Securities and
Exchange Commission in accordance with Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, by the beneficial owner.

Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class

Fidelity Federal Savings Bank
Employee Stock Ownership
Plan and Trust
5455 W. Belmont Avenue
Chicago, Illinois 60641 239,902 (1) 11.86%

First Manhattan Co.
437 Madison Avenue
New York, New York 10022 198,867 (2) 9.83%

Raymond S. Stolarczyk
Chairman of the Board and
Chief Executive Officer of
Fidelity Bancorp, Inc.
5455 W. Belmont Avenue
Chicago, Illinois 60641 183,312 (3) 9.06%

Dimensional Investors
1299 Ocean Avenue
Santa Monica, CA 90401 122,300 (4) 6.05%

John Wm.Palmer, Richard J. Lashley
and Garrett Goodbody
20 E. Jefferson Avenue, Suite 22
Naperville, Illinois 60540 171,300 (5) 8.47%

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(1) The Human Resource Policy Committee of the board has been appointed to
administer the ESOP. An unrelated financial institution has been appointed as
the corporate trustee for the ESOP. The committee may instruct the trustee
regarding investment of funds contributed to the ESOP. The trustee must vote
all allocated shares held in the ESOP in accordance with the instructions of
the participating employees. As of the record date, 290,950 shares of common
stock in the ESOP had been allocated to participating employees. Of these,
51,048 shares had been disbursed to retiring participants.
(2) Based upon a Schedule 13G/A filed with the Securities and Exchange
Commission on February 7, 2001.
(3) Excludes 23,000 shares held by Bonnie J. Stolarczyk, spouse of Raymond S.
Stolarczyk. Includes 39,900 shares held jointly with Ms. Stolarczyk. Ms.
Stolarczyk is a director of Fidelity Savings.
(4) Based upon a Schedule 13G filed with the Securities and Exchange
Commission on February 2, 2001.
(5) Messrs. Palmer, Lashley and Goodbody filed a Schedule 13D with the
Securities and Exchange Commission on November 2, 2001. The Schedule 13D was
filed by them on behalf of several investment funds and other organizations
controlled by either Messrs. Palmer, Lashley or Goodbody.

ELECTION OF DIRECTORS

Pursuant to our bylaws, the number of directors of Fidelity Bancorp is set
at six unless otherwise designated by the board of directors. Each of the six
members of the board of directors also presently serves as a director of
Fidelity Savings. Directors are elected for staggered terms of three years
each, with a term of only one of the three classes of directors expiring each
year. Directors serve until their successors are elected and qualified.

The two nominees proposed for election as Class II directors at the annual
meeting are Edward J. Burda and Patrick J. Flynn. These nominations are not
being proposed pursuant to any agreement or understanding between us and any
person.

In the event that any nominee is unable to serve or declines to serve for
any reason, the proxies will be voted for the election of another person as may
be designated by the present board of directors. The board of directors has no
reason to believe that either of the nominees will be unable or unwilling
to serve. Unless authority to vote for the nominees is withheld, the shares
represented by the enclosed proxy form, if executed and returned, will be voted
FOR the election of the nominees proposed by the board of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
NOMINEES NAMED IN THIS PROXY STATEMENT

6
INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS, RETIRING
DIRECTORS AND OTHER EXECUTIVE OFFICERS

The following table and related biographical information sets forth the
names of the nominees, continuing directors and executive officers, as well as
their ages. It also contains a brief description of their business experience
for the past five years, including present occupation and employment, the year
in which each became a director and the year in which their term as director of
Fidelity Bancorp expires. The table also sets forth the amount of our common
stock and the percent beneficially owned by each nominee, director and
executive officer and all directors and executive officers as a group as of
November 16, 2001. No director is related to any other director or executive
officer of Fidelity Bancorp by marriage or other family relationship.

Amount and
Expiration Nature of
of Term Beneficial Percent
Name as Director Ownership (1) of Class

Nominees

CLASS II

Edward J. Burda 2002 5,231 *
Director

Patrick J. Flynn 2002 10,229 *
Director

CONTINUING DIRECTORS
CLASS I

Paul J. Bielat 2004 31,229 1.54%
Director

Richard J. Kasten 2004 5,731 *
Director

CLASS III

Thomas E. Bentel 2003 72,861 3.52%
President and Chief
Operating Officer

Raymond S. Stolarczyk 2003 183,312 8.71%
Chairman of the Board and Chief
Executive Officer

OTHER EXECUTIVE OFFICERS

Elizabeth A. Doolan 13,484 *
Vice President Finance and Chief
Financial Officer

All directors and executive officers as a group 322,077 14.82%
(7 individuals)

*Does not exceed 1.0% of Fidelity's Bancorp,s voting securities.

7
(1) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting and disposition power as to shares reported.
Includes 4,982 presently exercisable options for each of Messrs. Bielat, Flynn,
Burda and Kasten, under the Fidelity Bancorp, Inc. 1993 Stock Option Plan for
Outside Directors. Includes 80,684 and 45,072 presently exercisable options
granted to Messrs. Stolarczyk and Bentel respectively and 4,000 exercisable
option granted to Ms. Doolan under our 1993 Incentive Stock Option Plan. Also,
includes 19,907 and 20,020 shares awarded to Messrs. Stolarczyk and Bentel
respectively and 7,484 to Ms. Doolan shares awarded under the ESOP as of
December 31, 2000.

Section 16(a) of the Exchange Act requires that our executive officers,
directors and persons who own more than 10% of our common stock file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
They are also required to furnish us with copies of all Section 16(a)
forms they file. Based solely on our review of the copies of such forms, and,
if appropriate, representations made to us by any reporting person concerning
whether a Form 5 was required to be filed for 2001, we are not aware that any
of our directors, executive officers or 10% stockholders failed to comply with
the filing requirements of Section 16(a) during the fiscal year ended September
30, 2001, with the exception of Mr. Bentel, who reported late two sale
transactions with respect to an aggregate of 2,500 shares.

NOMINEES

CLASS II

Patrick J. Flynn, age 59, has been a director of Fidelity Savings and of
Fidelity Bancorp since 1993. He is a retired Executive Vice President of
McDonalds Corporation. Mr. Flynn is also a director of Chipotle Mexican Grill.

Edward J. Burda, age 63, has been a director of Fidelity Savings since 1997 and
was elected director of Fidelity Bancorp in 2000. He is the president and
owner of Stangard Steel Corporation, an importer of high grade tool steel that
is distributed nationally and internationally.

CONTINUING DIRECTORS

CLASS I

Paul J. Bielat, age 62, has been a director of Fidelity Savings since 1992 and
of Fidelity Bancorp since 1993. He is a principal in Compliance Assistance
Partners, Inc., a firm engaged in the business of advising banks and thrift
institutions regarding regulatory compliance matters. From 1982 to 1991 he
held the position of Senior Vice President and Treasurer of the Federal
Home Loan Bank of Chicago.

Richard J. Kasten, age 63, has been a director of Fidelity Bank since 1998 and
was elected director of Fidelity Bancorp in 2000. He was a partner with Ernst
& Young when he retired in 1989. Mr. Kasten was the president and owner of a
fastener manufacturing company from 1990 to 1996 following his retirement from
Ernst and Young. He is a member of the American Institute of Certified
Public Accountants and the Illinois Society of Certified Public Accountants.

8
CLASS III

Thomas E. Bentel, age 55, became Fidelity Savings' Chief Operating Officer in
1987, President in 1991 and has held those same positions for Fidelity Bancorp
since 1993. Mr. Bentel was appointed a director of Fidelity Savings in 1988
and of Fidelity Bancorp in 1997. Since 1988 he has served as President and
director of Fidelity Corporation, a wholly owned subsidiary of Fidelity
Savings. Previously, he was Executive Vice President of Heritage
Bancorporation of Chicago. Mr. Bentel is a director of the Illinois League of
Financial Institutions and a director and Chairman of the Chicagoland
Association of Financial Institutions.

Raymond S. Stolarczyk, age 63, joined Fidelity Savings in 1975 as Vice
President-Finance. Prior to 1975, he worked as a Financial Specialist at Ernst
& Young. He was promoted to President and director of Fidelity Savings in 1981
and Chief Executive Officer of Fidelity Savings in 1985. In 1991 the board of
directors appointed him Chairman of the Board for both Fidelity Savings and
Fidelity Corporation, a wholly owned subsidiary of Fidelity Savings. In 1993
Mr. Stolarczyk assumed the additional positions of Chairman of the Board and
Chief Executive Officer of the Fidelity Bancorp and Chairman of the Executive
Committee. Mr. Stolarczyk is a director of the Federal Home Loan Bank of
Chicago and is the Chairman of its Audit Committee. He is the Chairman of the
Illinois League of Financial Institutions Trust, elected in 1999. Mr.
Stolarczyk also maintains memberships in the Illinois Society of Certified
Public Accountants and the American Institute of Certified Public Accountants.

OTHER NAMED EXECUTIVE OFFICERS

Elizabeth A. Doolan, age 38, became the Vice President Finance and Chief
Financial Officer for Fidelity Bancorp and Fidelity Savings in 2000. She
joined Fidelity Savings as Accounting Manager in 1993 and was promoted to
Controller in 1997. Prior to joining Fidelity Savings, Ms. Doolan was a Senior
Audit Manager in Financial Services at KPMG LLP, where she worked for seven
years. Ms. Doolan is a member of the American Institute of Certified Public
Accountants, the Illinois Society of Certified Public Accountants and the
Financial Managers' Society.

MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

The board of directors conducts its business through meetings of the board and
through activities of its committees. During fiscal 2001, the board of
directors held nine meetings. Each of the directors attended at least 75% of
the total number of the board meetings held and committee meetings on which
such director served during fiscal 2001. The boards of directors of Fidelity
Bancorp and Fidelity Savings maintain a number of committees, some of Fidelity
Bancorp's committees are described below:

AUDIT COMMITTEE. The Audit Committee consists of Messrs. Bielat (Chair),
Flynn and Kasten. The committee recommends independent auditors to the board,
reviews the results of the auditors' services and reviews with management the
systems of internal control and internal audit reports. The Audit Committee
met five times in fiscal 2001. The committee has adopted a written charter,
which sets forth the committee's duties and responsibilities. A copy of the
charter is attached to this proxy statement as Exhibit A.

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HUMAN RESOURCE POLICY COMMITTEE. The Human Resource Policy Committee
consists of Messrs. Flynn (Chair), Bielat and Burda. The purpose of the
committee is to recommend the compensation, pension, benefit and other human
resource policies and programs for key executive management personnel to the
full board, and to monitor compliance with Fidelity Savings' policies and
applicable laws and regulations. This committee met three times in fiscal
2001.

NOMINATING COMMITTEE. The Nominating Committee for the 2001 annual
meeting consisted of Messrs. Bentel, Bielat and Kasten. The committee
considers and recommends the nominees for director to stand for election at our
annual meeting. Our certificate of incorporation and bylaws also provide for
stockholder nominations of directors. Such nominations must be in writing and
must otherwise comply with the provisions of Section 6 of our bylaws. See
"Additional Information - Stockholder Proposals - Bylaw Requirements." The
Nominating Committee met once in fiscal 2001.

DIRECTORS' COMPENSATION

We do not pay fees for service on the board of directors of Fidelity
Bancorp. However, for calendar year 2001, each outside director of Fidelity
Savings was paid a monthly retainer of $700 plus a fee of $700 for each board
meeting attended. The chairperson of each committee of the board of Fidelity
Savings received $350 for each committee meeting attended and committee members
received a fee of $300 for each meeting attended. Directors who are officers
or executives of Fidelity Savings received no fees for meetings attended.

EXECUTIVE COMPENSATION

HUMAN RESOURCE POLICY COMMITTEE REPORT OF EXECUTIVE COMPENSATION

The incorporation by reference of this proxy statement into any document
filed by us with the Securities and Exchange Commission shall not be deemed to
include the following report or stock performance graph and related information
unless such report and graph are specifically stated to be incorporated by
reference into such document.

Under rules established by the Securities and Exchange Commission, we are
required to provide certain data and information with regard to the
compensation and benefits provided to our Chief Executive Officer and other
executive officers. The disclosure requirements for the Chief Executive
Officer and other executive officers include the use of tables and a report
explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals. In fulfillment of this
requirement, the Human Resource Policy Committee, at the direction of the board
of directors, has prepared the following report for inclusion in this proxy
statement.

COMPENSATION REPORT. The Human Resource Policy Committee is responsible
for establishing the compensation levels and benefits of executive officers of
Fidelity Bancorp and Fidelity Savings. The committee is comprised solely of
independent directors. The board has delegated to the committee the
responsibility of assuring that the compensation of the Chief Executive Officer
and other executive officers is consistent with our performance, the
compensation policy, competitive practices and the requirements of appropriate
regulatory agencies. Non-employee directors who do not sit on the committee
also participate in executive compensation decision-making through the review
and ratification of the committee's recommendations.

10
EXECUTIVE COMPENSATION POLICY. For the past fiscal year, the committee
established the following goals for consideration in setting executive officer
compensation:
- to provide motivation for the executives to increase stockholder
value by linking a portion of their compensation to income and other key
metrics;

- to provide financial rewards for those executives whose performance
had a significant impact on corporate profitability;

- to reward individual performance and the performance of Fidelity
Savings; and

- to provide competitive compensation in order to attract and retain
key personnel.

At the conclusion of fiscal 2000, two of the compensation issues addressed
by the committee with respect to the executive officers were the decision to
grant a cash bonus based upon financial results and the determination of
appropriate levels of executive compensation for calendar 2001. To evaluate
the accomplishments achieved by the executives for fiscal year 2000, the
committee took into consideration goals as stated in our 2000 Financial Plan.
One of the key factors that the committee considered with respect to evaluating
the performance of the Chief Executive Officer was earnings per share. At the
end of the 2000 fiscal year the $1.96 earnings per share figure represented a
$0.20 per share, or 11%, increase above the prior fiscal year's figures. Net
income increased by $112,000 or 3% over 1999 figures. Several of the Bank's
operating goal achievements had a direct impact on these increases. The
committee considered these results and in light of external interest rate
factors they felt satisfied with the accomplishments made by Fidelity Bancorp
and Fidelity Savings and determined that these goals would not have been met
without the leadership of the chief executive and the other officers. In
addition, all goals were achieved while maintaining safety and soundness
standards. Therefore, for 2000, the committee approved the granting of a cash
bonus for Raymond S. Stolarczyk, Chairman of the Board/Chief Executive Officer,
Thomas E. Bentel, President/Chief Operating Officer and Elizabeth A. Doolan,
Vice President Finance/Chief Financial Officer, in the amounts of $15,000,
$12,000 and $3,000, respectively.

Chief Executive Officer. Based upon the accomplishments achieved by
Fidelity Bancorp and Fidelity Savings for fiscal year 2000, the committee
increased the base salary of the Chief Executive Officer to $232,000 effective
January 1, 2001. This was a 4% increase from the 2000 level.

Other Executive Officers. The base salaries of the President/Chief
Operating Officer and the Vice President-Finance were increased an average of
4.5% from the 2000 level. These increases also took effect on January 1,
2001.

HUMAN RESOURCE POLICY COMMITTEE:

Patrick J. Flynn (Chair)
Paul J. Bielat
Edward J. Burda

11
Stock Performance Graph

The following table shows a comparison of our cumulative return since our
initial public offering with the cumulative total returns of both a broad
market and a peer group index. The broad market index chosen was the Nasdaq
Market Index and the peer group index chosen was the Media General Industry
Group, which is comprised of savings and loan holding companies. The data was
supplied by Media General Financial Services.

COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG FIDELITY BANCORP, INC., PEER GROUP INDEX
AND BROAD MARKET INDEX

FIDELITY PEER BROAD
BANCORP, GROUP GROUP
MEASUREMENT PERIOD INC. INDEX INDEX

9/30/96 100.00 100.00 100.00
9/30/97 158.68 169.69 135.92
9/30/98 134.23 149.73 141.25
9/30/99 108.53 144.00 228.51
9/30/00 117.73 175.95 312.59
9/30/01 156.71 234.69 128.07

12
SUMMARY COMPENSATION TABLE. The following table sets forth the compensation
paid by us, including by our subsidiaries, for officers who received a total
annual salary and bonus in excess of $100,000. Three fiscal years, ending with
September 30, 2001 are represented for the Chief Executive Officer and
President and Chief Operating Officer. One fiscal year, ending with September
30, 2001 is represented for the Vice President Finance and Chief Financial
Officer.

Long Term Compensation
Annual Compensation Awards Payouts
Securities
Restricted Underlying All Other

Other Annual Stock Options/ LTIP Compen-
Name and Principal Fiscal Compensation Awards SARs Payouts sation
Position Year Salary($) Bonus($) ($) ($)(1) (#)(2) ($) ($)(3)
C>
Raymond S. Stolarczyk 2001 $229,346 $70,000 $-- -- -- -- $35,642
Chairman of the Board 2000 222,800 15,000 -- -- -- -- 48,499
and Chief Executive Officer 1999 220,950 64,890 -- -- -- -- 47,445

Thomas E. Bentel 2001 179,890 50,000 -- -- -- -- 35,642
President and Chief 2000 173,700 12,000 -- -- -- -- 48,499
Operating Officer 1999 172,249 42,150 -- -- -- -- 47,445

Elizabeth A. Doolan 2001 90,491 20,000 -- -- -- -- 17,205
Vice President Finance 2000 -- -- -- -- -- -- --
Chief Financial Officer 1999 -- -- -- -- -- -- --

(1) The variance between 1999 and 2000 salaries for Messrs. Stolarczyk and
Bentel was due to payroll scheduling.
(2) Represents the fair market value as of the end of the 2001, 2000 and 1999
fiscal years for shares granted under the ESOP during each year respectively.
Fair market value for the total shares held under the ESOP at September 30,
2001 were the following: Mr. Stolarczyk -- $462,930, Mr. Bentel -- $465,558,
Ms. Doolan -- $174,003.
(3) Ms. Doolan became the Vice President Finance and Chief Financial Officer
in 2000.

EMPLOYMENT AGREEMENTS

We have employment agreements with Messrs. Stolarczyk and Bentel. The
employment agreements are intended to ensure that we will be able to maintain a
stable and competent management team. The employment agreements provide for
three year terms. Commencing on the expiration of the term and continuing each
anniversary date thereafter, the term of each agreement is automatically
extended for an additional year unless written notice of non-renewal is given
by the board of directors after conducting a performance evaluation of the
respective executive. In addition to specifying base salary, which is subject
to annual review by the board of directors, the employment agreements provide
for, among other things, disability pay, participation in stock benefit plans
and other fringe benefits applicable to executive personnel. The employment
agreements provide for termination by us for cause at any time. In the event
we choose to terminate the executive's employment for reasons other than for
cause or disability, or in the event of the executive's resignation upon: (i)
failure to re-elect the executive to his current office; (ii) a material change
in the executive's functions, duties or responsibilities, or relocation of his
principal place of employment or material reduction in benefits or perquisites;
(iii) the liquidation or dissolution of Fidelity Bancorp or Fidelity Savings;
or (iv) a breach of the agreement by us, the executive or, in the event of
death, his beneficiary, is entitled to receive an amount equal to the remaining
13
payments, including base salary, bonuses and other payments and health benefits
due under the remaining term of the respective agreement.

If termination of employment follows a change in control of Fidelity
Bancorp or Fidelity Savings, as defined in the agreements, the executive or, in
the event of death, his beneficiary, would be entitled to a payment equal to
the greater of: (i) payments due for the remaining term of the agreement or
(ii) three times his average annual compensation over the three years preceding
his termination of employment. We would also continue the executive's life,
health and disability coverage for the remaining unexpired term of the
agreement to the extent allowed by the plans or policies maintained by us from
time to time. In the event of a change in control, based upon he past fiscal
year's salary and bonus, Messrs. Stolarczyk and Bentel would receive
approximately $673,096 and $525,839 respectively, in severance payments, in
addition to other cash and noncash benefits, under the agreements. We have
guaranteed payments to the executive under Fidelity Savings' agreements in the
event that payments or benefits are not paid by Fidelity Savings.

DEFINED BENEFIT PLAN

Fidelity Savings maintains a non-contributory defined benefit plan. All
employees credited with 1,000 or more hours of employment during a twelve month
period with Fidelity Savings and have attained age 21 are eligible to
participate in the retirement plan.

The normal retirement age is 65 years. The retirement benefit provided is
based on the highest consecutive five-year average salary and years of benefit
service, as shown in the following table. Retirement plan benefits are also
payable upon termination due to late retirement and death. Upon termination
of employment, other than as specified above, a participant who was employed by
Fidelity Savings for a minimum of five years is eligible to receive his or her
accrued benefit, reduced for early retirement, or a deferred retirement benefit
commencing on the participant's normal retirement date. Benefits are payable
in various annuity forms, as well as in the form of a single lump sum payment.
Fidelity Savings made no contributions to the plan for the fiscal year ended
September 30, 2001. Under the applicable accounting rules, Fidelity Savings
accrued $94,700 with respect to the retirement plan for the twelve month period
ended September 30, 2001.

The following table indicates the annual retirement benefit that would be
payable under the plan upon retirement at age 65 to a participant electing to
receive his or her retirement benefit in the standard form, assuming various
specified levels of plan compensation and various specified years of credited
service.

15 Years 20 Years 25 Years 30 Years 35 Years
Average Credited Credited Credited Credited Credited
Compensation Service Service Service Service Service

$25,000 $3,750 $5,000 $6,250 $7,000 $8,750
50,000 7,500 10,000 12,500 15,000 17,500
75,000 11,250 15,000 18,750 22,500 26,250
100,000 15,000 20,000 25,000 30,000 35,000
150,000 22,500 30,000 37,500 45,000 52,500

14
The following table sets forth the years of credit service (i.e., benefit
service) as of the fiscal year ended September 30, 2001 for each of the
executive officers.

Credited Service
Years Months

Raymond S. Stolarczyk 25 0

Thomas E. Bentel 19 0

Elizabeth A. Doolan 6 6

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Fidelity Savings also maintains a Supplemental Executive Retirement Plan,
a nonqualified, unfunded retirement program within the meaning of the Employee
Retirement Income Security Act. The SERP is intended to provide retirement
benefits and preretirement death and disability benefits to Raymond S.
Stolarczyk and Thomas E. Bentel. Fidelity Savings accrued $124,222 with respect
to the SERP for the twelve month period ended September 30, 2001.

At the normal retirement age of 65 years old, the SERP is designed to
provide a 20 year fixed annuity payable monthly. This amount shall represent
55% of the average compensation of the participant as of his normal retirement
date, reduced by the actuarial equivalent of the benefit actually payable to
the participant under the retirement plan.

A participant who separates from service prior to the normal retirement
date shall be entitled to a benefit equal to the actuarial equivalent of the
participant's accrued benefit, determined at the time of separation. Accrued
benefit means the supplemental benefit of a participant, payable in the normal
form, multiplied by a fraction the numerator of which is the number of
completed years of participation on the date of determination and the
denominator of which is the number of his or her expected completed years of
participation projected to his or her normal retirement date. A participant
shall, at all times, be 100% vested in his or her accrued benefit.

If a participant dies prior to the time benefits under the SERP commence,
the amount of his pre-retirement death benefit shall be equal to the value of
the supplemental benefit calculated as if the participant had terminated his
employment on his or her normal retirement date. If a participant becomes
disabled prior to the normal retirement date, he or she shall be entitled to a
benefit equal to the actuarial equivalent of the participant's accrued benefit,
calculated as if such participant had terminated employment on that date.

INCENTIVE STOCK OPTION PLAN

We maintain the Incentive Stock Option Plan, which provides discretionary
awards to certain officers and key employees as determined by the Human
Resource Policy Committee, which administers the option plan. No grants were
made under the option plan in the fiscal year ended September 30, 2001.

15
The following table provides certain information with respect to the
number of shares of common stock represented by outstanding stock options held
by the named executive officers as of September 30, 2001. Also reported are
the values for "in-the-money" options, which amounts represent the positive
spread between the exercise price of any such existing stock options and the
fiscal year-end price of common stock. During the fiscal year ended September
30, 2001, Messrs. Stolarczyk and Bentel exercised 10,000 and 5,500 shares
respectively.

AGGREGATE OPTION EXERCISES IN FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Shares
Acquired Number of Securities Value of Unexercised
on Value Underlying Unexercised In-The-Money Options
Name Exercise Realized Options at Fiscal Year End at Fiscal Year End
(#) ($) (#) (1) ($) (2)

Exercisable Unexercisable Exercisable Unexercisable

Raymond S. Stolarczyk 10,000 $108,125 80,684 -- $1,069.063 --
Thomas E. Bentel 5,500 $ 65,937 47,572 -- $ 630,329 --
Elizabeth A. Doolan -- -- 4,000 -- $ 53,000 --

(1) All options will expire ten years from the date of grant.
(2) Represents the per share market value of the common stock at fiscal year
end ($23.25) minus the exercise price per share ($10.00).

TRANSACTIONS WITH CERTAIN RELATED PERSONS

The Financial Institutions Reform, Recovery and Enforcement Act of 1989,
requires that all loans or extensions of credit to executive officers and
directors be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
the general public, and must not involve more than the normal risk of repayment
or present other unfavorable features. In addition, loans made to a director or
executive officer in excess of the greater of $25,000 or 5% of Fidelity
Savings' capital and surplus (up to a maximum of $500,000) must be approved in
advance by a majority of the disinterested members of the board of directors.

Any loans made by Fidelity Savings to our directors and officers are made
in the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and do not involve more than the normal risk of
collectibility or present other unfavorable features. As of September 30,
2001, Edward J. Burda, a director of Fidelity Bancorp and Fidelity Savings, had
a residential mortgage with Fidelity Savings with a $106,227 balance. The
terms of the mortgage are comparable with terms of loans made to other
unrelated persons.

AUDIT COMMITTEE REPORT

The incorporation by reference of this proxy statement into any document
filed by us with the Securities and Exchange Commission shall not be deemed to
include the following report and related information unless such report is
specifically stated to be incorporated by reference into such document.

The Audit Committee assists the board in carrying out its oversight
responsibilities for our financial reporting process, audit process and
internal controls. The Audit Committee also reviews the audited financials and
recommends to the board that they be included in our annual report on Form
10-K. The committee is comprised solely of independent directors.

The Audit Committee has reviewed and discussed our audited financial
statements for the fiscal year ended September 30, 2001 with our management and
Crowe, Chizek and Company LLP, our independent auditors. The committee has
also discussed with Crowe, Chizek and Company LLP the matters required to be
discussed by SAS 61 (Codification for Statements on Auditing Standards) as well
as having received and discussed the written disclosures and the letter from
the auditors required by Independence Standards Board Statement No. 1
(Independence Discussions with Audit Committees). Based on the review and
discussions with management and Crowe, Chizek and Company LLP, the committee
has recommended to the board that the audited financial statements be included
in our annual report on Form 10-K for the fiscal year ended September 30, 2001
for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE:

Paul J. Bielat (Chair)
Patrick J. Flynn
Richard J. Kasten

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Our independent auditors for the fiscal year ended September 30, 2001 were
Crowe, Chizek and Company LLP. Our board of directors has reappointed Crowe,
Chizek and Company LLP to continue as independent auditors for us for the
fiscal year ending September 30, 2002. The stockholders have the opportunity
to ratify the appointment of Crowe, Chizek and Company LLP through voting for
the appointment on the enclosed proxy. If the appointment is not ratified by
our stockholders, the board of directors will take the stockholders' action
under advisement and may reevaluate the appointment.

ACCOUNTANT FEES

AUDIT FEES. The aggregate fees and expenses billed by Crowe, Chizek and
Company LLP in connection with the audit of our annual financial statements as
of and for the fiscal year ended September 30, 2001 and for the required review
of our financial information included in our Securities and Exchange Commission
filings for the fiscal year 2001 was $51,950.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were
no fees incurred for these services for the fiscal year 2001.

ALL OTHER FEES. The aggregate fees and expenses billed by Crowe, Chizek
and Company LLP for all other services rendered to us during the fiscal year
ended September, 2001 was $38,460.

The Audit Committee, after consideration of the matter, does not believe
that the rendering of these services by Crowe, Chizek and Company LLP to be
incompatible with maintaining Crowe, Chizek and Company LLP's independence as
our principal accountant.

CHANGE IN AUDITORS

In 1999, we replaced KPMG LLP with Crowe, Chizek and Company LLP as our
independent auditors for the fiscal year ending September 30, 2000. The
decision to engage new auditors was recommended by our Audit Committee and
approved by the board of directors based upon the periodic review of our
accounting and tax service providers.

The reports of KPMG on our consolidated financial statements for the years
ended September 30, 1999 and September 30, 1998 did not contain an adverse
opinion or a disclaimer of opinion, and the reports were not qualified or
modified as to uncertainty, audit scope or accounting principles. In
connection with the audits of our financial statements for each of the fiscal
years ended September 30, 1999 and September 30, 1998, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of KPMG would cause KPMG to make reference to the
matter in their report.

During the fiscal years ended September 30, 1999 and September 30, 1998,
we did not consult Crowe, Chizek and Company LLP regarding any matter that was
either the subject of disagreement or a reportable event, nor did we consult
Crowe, Chizek and Company LLP regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on our financial statements and no
written report or oral advice was provided which was an important factor
considered in reaching a decision as to any accounting, auditing or financial
reporting issue.

Representatives from Crowe, Chizek and Company LLP will be present at the
annual meeting, will be given an opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions from
stockholders present at the annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS OUR INDEPENDENT AUDITORS

ADDITIONAL INFORMATION

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING

The board of directors knows of no business that will be presented for
consideration at the annual meeting other than as stated in this proxy
statement and the attached notice. If, however, other matters are properly
brought before the annual meeting, it is the intention of the proxy holders to
vote the shares represented by the proxies on such matters in accordance
with their best judgment.

STOCKHOLDER PROPOSALS

To be considered for inclusion in the proxy statement and proxy relating
to the annual meeting to be held in 2003, stockholder proposals must be
received by our corporate secretary at the address set forth on the first page
of this proxy statement, not later than August 27, 2002. Any such proposal
will be subject to the provisions of our bylaws and the Securities Exchange
Act's rules and regulations.

BYLAW REQUIREMENTS. Section 6 of our bylaws provides an advance notice
procedure for a stockholder to properly nominate directors or bring other
business before an annual meeting. Nominees for director must be Illinois
residents. The stockholder must give advance written notice to our corporate
secretary not less than 90 days before the date originally fixed for such
meeting; provided, however, that in the event that less than 100 days notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the tenth day following the date on which our
notice to stockholders of the annual meeting date was mailed or such public
disclosure was made. The advance notice by a stockholder must include the
stockholder's name and address, as it appears on our record of stockholders, a
brief description of the proposed business, the reason for conducting such
business at the annual meeting, the class and number of shares of our capital
stock that are beneficially owned by such stockholder and any material
interest of such stockholder in the proposed business. In the case of
nominations to the board, certain additional information regarding the nominee
must also be provided, as set forth in Section 6 of the bylaws. Additionally,
we are not required to include in our proxy statement and proxy relating to an
annual meeting any stockholder proposal which does not meet all of the
requirements for inclusion established under applicable state laws and the
rules and regulations of the Securities and Exchange Commission in effect at
the time such proposal is received.

By order of the board of directors

Judith K. Leaf
Corporate Secretary
Chicago, Illinois
December 26, 2001

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING
IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.