EXHIBIT 10.9 AMENDMENT TO THE FIDELITY FEDERAL SAVINGS BANK
RECOGNITION AND RETENTION PLAN FOR OFFICERS AND EMPLOYEES

Amendment No. 1

Pursuant to resolutions of the Board of Directors of Fidelity
Federal Savings Bank, dated March 18, 2002, and pursuant to the
authority of Section 8.02 of the Fidelity Federal Savings Bank
Recognition and Retention Plan for Officers and Employees (the
"Plan"), the Plan is hereby amended, effective April 1, 2002, as
follows:

1.  The last sentence of the first paragraph of Subparagraph
7.01(a) of the Plan is hereby amended to read as follows:

"If the employment of a Recipient is terminated prior to the
fifth anniversary of the date of grant of an Award for any reason
(except as specifically provided in Subsection (b) below), the
Recipient shall forfeit the right to any Plan Shares subject to
the Award which have not theretofore been earned; provided,
however, that in the event of a Change in Control, as defined in
Subsection (c) below, all Plan Shares subject to a Plan Share
Award held by a Recipient following the Change in Control shall
be deemed earned as of the Change in Control."

2.  The first sentence of Subparagraph 7.01(c) of the Plan is
hereby amended to read as follows:

     "(c) Definition of Change in Control.  As described in
Section 7.01(a) above, all Plan Shares subject to a Plan Share
Award held by a Recipient as of a Change in Control, shall be
deemed earned as of the Change in Control.  For purposes of this
Plan, a "Change in Control" of the Bank or Company shall mean an
event of a nature that: (i) would be required to be reported in
response to 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 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 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 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 Company representing 20%
or more of the combined voting power of the Bank's or 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 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 Company's stockholders was approved by the 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 Company or similar
transaction occurs in which the Bank or the Company is not the
surviving entity; or (d) a proxy statement soliciting proxies
from shareholders of the Company, by someone other than the
current management of the Company, seeking stockholder approval
of a plan of reorganization, merger or consolidation of the
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 Company shall be distributed; or
(e) a tender offer is made for 20% or more of the voting
securities of the Bank or the Company."

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

FIDELITY FEDERAL SAVINGS BANK

/s/ Judith K. Leaf
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Corporate Secretary

Date:  March 18, 2002