Exhibit 4.1

                              ARTICLES OF AMENDMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF
                            FIDELITY FEDERAL BANCORP


         Fidelity Federal Bancorp (hereinafter referred to as the
"Corporation"), a corporation existing pursuant to the provisions of the Indiana
Business Corporation Law, as amended (hereinafter referred to as the "Act"),
desiring to give notice of corporate action effectuating the amendment of its
Articles of Incorporation, hereby certifies, by its duly authorized officer, the
following facts:

                                    ARTICLE I
                                    AMENDMENT

         Section 1. The date of incorporation of the Corporation is July 30,
1993.

         Section 2. The name of the Corporation following this amendment to the
Corporation's Articles of Incorporation is Fidelity Federal Bancorp.

         Section 3. The exact text of Section 1 of Article III of the
Corporation's Articles of Incorporation is, as now amended, as follows:

                           Section 1. Number of Shares. The total number of
                  shares of capital stock which the Corporation has authority to
                  issue is 20,000,000 shares, all of which shall be divided into
                  two classes of shares to be designated "Common Stock" and
                  "Preferred Stock", respectively, as follows:

                     15,000,000 shares of Common Stock; and
                      5,000,000 shares of Preferred Stock.

                           The number of authorized shares of Preferred Stock
                  may be increased or decreased (but not below the number of
                  shares thereof issued and outstanding) by the affirmative vote
                  of the holders of a majority of shares of Common Stock then
                  issued and outstanding, without a vote of holders of the
                  shares of the Preferred Stock, or of any series thereof,
                  unless a vote of any such holders is required pursuant to the
                  terms and conditions establishing the series of Preferred
                  Stock.


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         Section 4. The exact text of Section 4 of Article III of the
Corporation's Articles of Incorporation is, as now amended, as follows:

                           Section 4. Voting for Directors. At each election of
                  directors, every shareholder entitled to vote at an election
                  shall have the right to vote, in person or by proxy, the
                  number of shares owned by the shareholder for as many persons
                  as there are directors to be elected and for whose election
                  the shareholder has a right to vote; however, there shall not
                  be any cumulative voting either by giving one candidate a
                  number of votes equal to the number of directors to be elected
                  multiplied by the number of shares owned by the shareholder,
                  or by distributing such votes accumulated by the same method
                  among any number of candidates.

         Section 5. The exact text of Section 3 of Article IV of the
Corporation's Articles of Incorporation is, as now amended, as follows:

                           Section 3. Terms of Directors and Removal. With
                  respect to any directors whose terms are scheduled to expire
                  when their successors are elected and qualified at the Annual
                  Meeting of Shareholders (or any special meeting in lieu
                  thereof) in 2000, the terms of office of each such successor
                  shall thenceforth be for one year commencing at such annual
                  meeting. With respect to any directors whose terms of office
                  are scheduled to expire when their successors are elected and
                  qualified at the Annual Meeting of Shareholders in 2001, the
                  terms of office of each such successor shall thenceforth be
                  for one year commencing at such annual meeting. With respect
                  to any directors whose terms of office are scheduled to expire
                  when their successors are elected and qualified at the Annual
                  Meeting of Shareholders in 2002, the terms of office of each
                  such successor shall thenceforth be for one year commencing at
                  such annual meeting and thereafter each such successor may be
                  removed at a meeting. Any additional directorships resulting
                  from an increase in the number of directors shall be for a
                  term of one year.

         Section 6. The exact text of Section 4 of Article IV of the
Corporation's Articles of Incorporation is, as now amended, as follows:

                           Section 4. Removal of Directors with or Without
                  Cause. Each director who is elected and qualified at the
                  Annual Meeting of Shareholders (or any special meeting held in
                  lieu thereof) in 2000 or thereafter may be removed (i) with or
                  without cause, at a meeting of shareholders called expressly
                  for that purpose, by a vote of the holders of a majority of
                  the shares then entitled to vote at an election of directors,
                  or (ii) with cause, by a vote of a majority of directors then
                  in office. Any additional directors resulting from an increase
                  in

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<PAGE>

                  the number of directors or who are elected to fill any vacancy
                  may also be removed as provided in this Article IV, Section 4.
                  "Cause" for removal of a director shall be limited to the
                  grounds specifically enumerated in 12 C.F.R. Section 563.39
                  (or any successor provision) with respect to termination for
                  cause.

                                   ARTICLE II
                         DATE OF ADOPTION OF AMENDMENTS

         The date of the adoption of the amendments set forth above in Article
I, Sections 3, 4, 5, and 6 above is May 19, 2000.

                                   ARTICLE III
                           MANNER OF ADOPTION AND VOTE

         Section 1. The Board of Directors of the Corporation duly adopted
resolutions approving the foregoing amendments to the Corporation's Articles of
Incorporation and recommending such amendments to the shareholders of the
Corporation.

         Section 2. The shareholders of the Corporation entitled to vote with
respect to the foregoing amendments to the Articles of Incorporation duly
approved and adopted such amendments on May 19, 2000 at the annual meeting of
the shareholders of the Corporation.

         The result of the vote of the shareholders with respect to the
amendment to Article III, Section 1, is as follows:

         Designation of Shares Entitled to Vote:             Common Stock
         Number of Votes Entitled to be Cast:                3,147,662
         Number of Votes Represented at the Meeting:         2,967,532
         Number of Votes Cast in Favor of the Amendment:     2,723,676
         Number of Votes Cast Against the Amendment:         228,152

         The result of the vote of the shareholders with respect to the
amendment to Article III, Section 4, is as follows:

         Designation of Shares Entitled to Vote:             Common Stock
         Number of Votes Entitled to be Cast:                3,147,662
         Number of Votes Represented at the Meeting:         2,967,532
         Number of Votes Cast in Favor of the Amendment:     2,037,308
         Number of Votes Cast Against the Amendment:         213,078



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<PAGE>

         The result of the vote of the shareholders with respect to the
amendment to Article IV, Section 3, is as follows:

         Designation of Shares Entitled to Vote:             Common Stock
         Number of Votes Entitled to be Cast:                3,147,662
         Number of Votes Represented at the Meeting:         2,967,532
         Number of Votes Cast in Favor of the Amendment:     2,070,460
         Number of Votes Cast Against the Amendment:         175,282

         The result of the vote of the shareholders with respect to the
amendment to Article IV, Section 4, is as follows:

         Designation of Shares Entitled to Vote:             Common Stock
         Number of Votes Entitled to be Cast:                3,147,662
         Number of Votes Represented at the Meeting:         2,967,532
         Number of Votes Cast in Favor of the Amendment:     2,207,943
         Number of Votes Cast Against the Amendment:         48,295


                                   ARTICLE IV
                       COMPLIANCE WITH LEGAL REQUIREMENTS

         The manner of adoption of the foregoing amendment to the Articles of
Incorporation and the vote by which it was adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation and the
By-Laws of the Corporation.


                                      * * *


         The undersigned officer of the Corporation verifies, subject to the
penalties of perjury, that the statements contained herein are true this 19th
day of May, 2000.



                                        By: /S/ DONALD R. NEEL
                                            ------------------
                                            Donald R. Neel,
                                            Executive Vice President



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