SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                   FORM 10-K/A

            [ ] Annual Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 (fee required)
                    For the fiscal year ended: _____________
                                       or
          [X] Transition Report Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 (no fee required)
        For the Transition period from July 1, 1999 to December 31, 1999.
                        ---------------------------------

                           Commission File No. 0-22880


                            Fidelity Federal Bancorp
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Indiana                                               35-1894432
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(State of other jurisdiction                                (I.R.S. Employer
    of Incorporation or                                    Identification No.)
       Organization)

   700 S. Green River Road, Suite 2000, PO Box 5584, Evansville, Indiana 47715
   ---------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's Telephone number, including area code (812) 469-2100
                                                           --------------

        Securities registered pursuant to Section 12 (b) of the Act: None

            Securities registered pursuant to
            Section 12 (g) of the Act: Common Stock, $1 Stated Value
                                       -----------------------------
                                              (Title of Class)

                       DOCUMENTS INCORPORATED BY REFERENCE



                           Exhibit index is on page 79

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the past preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No
                                      ---   ---

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained to the best of
Registrant's knowledge, in the definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. [X]

The aggregate market value of voting stock held by non-affiliates of the
Registrant (for purposes of such calculation, includes persons who are not
directors, executive officers, or holders of more than 10% of the registrant's
common stock) based on the average bid and asked prices of such stock at
February 29, 2000 was approximately $6,892,772.

Indicated below is the number of shares outstanding of each of the registrant's
classes of common stock as of February 29, 2000.
                        Common Stock - 3,147,662 shares

<PAGE>

                            FIDELITY FEDERAL BANCORP


                                      Index

      PART I
                                                                           Page
                                                                           ----
      ITEM 1    -   Business                                                  3
      ITEM 2    -   Properties                                               10
      ITEM 3    -   Legal Proceedings                                        10
      ITEM 4    -   Submission of Matters to a Vote of Security Holders      10

      PART II

      ITEM 5    -   Market for Registrant's Common Equity
                         and Related Stockholder Matters                     11
      ITEM 6    -   Selected Financial Data                                  13
      ITEM 7    -   Management's Discussion and Analysis of
                         Financial Condition and Results of Operations       14
      ITEM 7 A      Quantitative and Qualitative Disclosures About
                         Market Risk                                         14
      ITEM 8    -   Financial Statements and Supplementary Data
                    Report of Independent Auditors                           41
                    Consolidated Balance Sheet                               42
                    Consolidated Statement of Income                         43
                    Consolidated Statement of Stockholders' Equity           45
                    Consolidated Statement of Cash Flows                     46
                    Notes to Consolidated Financial Statements               48
      ITEM 9    -   Changes in and Disagreements with Accountants
                         on Accounting and Financial Disclosures             76

      PART III

      ITEM 10   -   Directors and Executive Officers of the Registrant       76
      ITEM 11   -   Executive Compensation                                   76
      ITEM 12   -   Security Ownership of Certain Beneficial
                         Owners and Management                               76
      ITEM 13   -   Certain Relationships and Related Transactions           76

      PART IV

      ITEM 14   -   Exhibits, Financial Statement Schedules and Reports
                         on Form 8-K                                         77

      SIGNATURES                                                             78



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<PAGE>

                                     PART I

ITEM 1.  BUSINESS

Special Note Regarding Forward-Looking Statements

Certain matters discussed in this Annual Report on Form 10-K are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as Fidelity Federal Bancorp
("Fidelity") "believes", "anticipates", "expects", "estimates" or words of
similar import. Similarly, statements that describe Fidelity's future plans,
objectives or goals are also forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties which are described in
close proximity to such statements and which could cause actual results to
differ materially from those anticipated as of the date of this report.
Shareholders, potential investors and other readers are urged to consider these
factors in evaluating the forward-looking statements and are cautioned not to
place undue reliance on such forward-looking statements. The forward-looking
statements included herein are only made as of the date of this report and
Fidelity undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.


Overview

Fidelity Federal Bancorp, incorporated in 1993 under the laws of the State of
Indiana, is a registered savings and loan holding company with its principal
office in Evansville, Indiana. Fidelity's savings bank subsidiary, United
Fidelity Bank, fsb ("United"), was organized in 1914 and is a
federally-chartered stock savings bank located in Evansville, Indiana. Fidelity,
through its savings bank subsidiary, is engaged in the business of obtaining
funds in the form of savings deposits and other borrowings and investing such
funds in consumer, commercial, and mortgage loans, and in investment and money
market securities.

In December, 1999, Fidelity's Board of Directors voted to change Fidelity's
fiscal year end from June 30 to December 31. Accordingly, the following
discussion analyzes the results of operations for the six months ended December
31, 1999 compared to the twelve months ended June 30, 1999 and the financial
position as of December 31, 1999 to the financial position as of June 30, 1999.
Fluctuations in the results of operations are significant in part because there
are two quarters less in the period ended December 31, 1999 compared to fiscal
1999. All references to percentage changes in income or expense items for the
period ended December 31, 1999 have been annualized.

Fidelity has engaged in the business of owning, renting and managing affordable
housing projects through its wholly-owned subsidiaries, Village Management
Corporation and Village Housing Corporation (collectively, the "Affordable
Housing Group"). Fidelity has been engaged in affordable housing activities
since September, 1992 through United, and since April, 1994, through Village
Capital Corporation ("VCC"). The December 31, 1999 audited financial statements
include condensed financial information about both of Fidelity's business
segments.

Another subsidiary of United, Village Insurance Corporation, receives fee income
for credit life and accident health insurance sales to United's loan customers.

A second subsidiary of Fidelity, Village Affordable Housing Corporation, was
formed in fiscal 1998. This company was formed to hold an interest in a housing
partnership that was initially financed by United, which was subsequently
charged off and transferred to Village Housing Corporation.

A third subsidiary of Fidelity, Village Securities Corporation, is currently
inactive.

Fidelity had consolidated total assets of $171.5 million and total shareholders'
equity of $5.4 million as of December 31, 1999.

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<PAGE>

Fidelity's subsidiaries at December 31, 1999, are listed below:

<TABLE>
<CAPTION>
<S>                                                     <C>                <C>              <C>
Subsidiary                                              Principal Office   Year Organized   Assets (in thousands)
1.   United Fidelity Bank, fsb                          Evansville, IN          1914               $168,746

        Subsidiaries of United Fidelity Bank, fsb:
        Village Capital Corporation                     Evansville, IN          1994                    777
        Village Insurance Corporation                   Evansville, IN          1980                     88
        Village Management Corporation                  Evansville, IN          1992                    259
        Village Housing Corporation                     Evansville, IN          1992                  2,572


2.   Village Affordable Housing Corporation             Evansville, IN          1998                     36

3.   Village Securities Corporation                     Evansville, IN          1994                     85
</TABLE>

     Fidelity's home office is located at 700 S. Green River Road, Suite 2000,
Evansville, Indiana, 47715 and its telephone number is (812) 469-2100.


Competition

     Fidelity and United face strong direct competition for deposits, loans and
other financial-related services. United competes in Indiana, Kentucky and
Illinois with other thrifts, commercial banks, credit unions, stockbrokers,
finance companies and insurance companies. Some of these competitors are local,
while others are statewide or national. United competes for deposits principally
by offering depositors a variety of deposit programs, convenient office
locations, hours and other services, and for loan originations primarily through
competitive interest rates and fees, the efficiency and quality of service
provided and the variety of loan products offered. Some of the non-bank
financial institutions and financial services organizations with which United
competes are not subject to the same degree of regulation as that imposed on
federal savings banks, thrifts, or thrift-holding companies. As a result, such
competitors may have advantages over United in providing certain services. As of
February 29, 2000, approximately 4 banks, 3 thrifts, and 11 credit unions
operated in the Evansville, Indiana metropolitan area, which is United's
principal deposit market area. Currently one of the local banks has reached an
agreement to acquire another local thrift, subject to regulatory and shareholder
approval. Completion of this transaction would make United the largest thrift in
this market. Many competitors are substantially larger or have significantly
greater capital resources than United. Due to recently enacted legislation to
allow unlimited interstate branching, Fidelity and United may experience
heightened competition from existing competitors and other major financial
institutions seeking to expand their regional banking presence in Indiana.
Fidelity has discontinued development activities pertaining to the affordable
housing industry and multifamily development in part because of increased levels
of competition, and significant losses taken in the most recent three years.


SUPERVISION AND REGULATION

In addition to the general provisions discussed below, Fidelity and United are
also subject to the provisions of the Supervisory Agreement entered into with
the OTS in February 1999, which also impacts the operations of Fidelity and
United. See the "Other Restrictions" footnote in Fidelity's Notes to
Consolidated Financial Statements.

Regulation of Fidelity

Fidelity is a savings and loan holding company within the meaning of the Home
Owners' Loan Act of 1933 ("HOLA"), as amended. Fidelity is registered with the
Office of Thrift Supervision ("OTS") and is subject to OTS regulations,
examinations, supervision and reporting requirements. As a subsidiary of a
savings and loan holding company, United is subject to certain restrictions in
its dealings with Fidelity and with other companies affiliated with Fidelity.

The HOLA generally prohibits a savings and loan holding company, without prior
approval of the Director of the OTS, from (i) acquiring control of, or
controlling the assets of, any other savings association or savings and loan
holding company; or (ii) acquiring or retaining more than 5% of the voting
shares of a savings association or savings and loan holding company which is not
a subsidiary. Except with the prior approval of the Director of the OTS, no
director or officer of a savings and loan holding company or person owning or
controlling by proxy or otherwise more than 25% of such company's stock, may

                                       4
<PAGE>

acquire control of any savings association, other than a subsidiary association,
or any other savings and loan holding company.

Fidelity operates as a unitary savings and loan holding company. There are
generally no restrictions on the activities of a unitary savings and loan
holding company. However, if the Director of the OTS determines that there is
reasonable cause to believe that the continuation by a savings and loan holding
company of an activity constitutes a serious risk to the financial safety,
soundness, or stability of its subsidiary savings association, the Director of
the OTS may impose such restrictions as deemed necessary to address such risk
and limit (i) payment of dividends by the savings association, (ii) transactions
between the savings association and its affiliates, and (iii) any activities of
the savings association that might create a serious risk that the liabilities of
the holding company and its affiliates may be imposed on the savings
association.

Notwithstanding the above rules as to permissible business activities of unitary
savings and loan holding companies, if the savings association subsidiary of
such a holding company fails to meet the Qualified Thrift Lender Test ("QTL
test"), as discussed below, then such unitary holding company would become
subject to the activities restrictions applicable to multiple savings and loan
holding companies. Additional restrictions on the savings association's ability
to obtain advances from the FHLB also apply.

If Fidelity were to acquire control of another savings association, other than
through merger or other business combinations with United, Fidelity would
thereupon become a multiple savings and loan holding company. Except where such
acquisition is pursuant to the authority of the regulatory agencies to approve
emergency thrift acquisitions and where each subsidiary savings association
meets the QTL test, the activities of Fidelity and any of its subsidiaries
(other than United or other subsidiary savings associations) would thereafter be
subject to further restrictions. The HOLA provides that, among other things, no
multiple savings and loan holding company or subsidiary thereof which is not a
savings association shall commence or continue for a limited period of time
after becoming a multiple savings and loan holding company or subsidiary
thereof, any business activity other than (i) furnishing or performing
management services for a subsidiary savings association, (ii) conducting an
insurance agency or escrow business, (iii) holding, managing or liquidating
assets owned by or acquired from a subsidiary savings association, (iv) holding
or managing properties used or occupied by a subsidiary savings association, (v)
acting as trustee under deeds of trust, (vi) those activities previously
directly authorized by regulation as of March 5, 1987, to be engaged in by
multiple savings and loan holding companies, or (vii) those activities
authorized by regulation of the Board of Governors of the Federal Reserve System
as permissible for bank holding companies, unless the Director of the OTS by
regulation prohibits or limits such activities for savings and loan holding
companies. Those activities described in (vii) above must also be approved by
the Director of the OTS prior to being engaged in by a multiple savings and loan
holding company.

The Director of the OTS may also approve acquisitions resulting in the formation
of a multiple savings and loan holding company which controls savings
associations in more than one state, if the multiple savings and loan holding
company involved controls a savings association which operated a home or branch
office in the state of the association to be acquired as of March 5, 1987, or if
the laws of the state in which the association to be acquired is located
specifically permit associations to be acquired by state-chartered associations
or savings and loan holding companies located in the state where the acquiring
entity is located (or by a holding company that controls such state-chartered
savings associations). The Director of the OTS may also approve an acquisition
resulting in a multiple savings and loan holding company controlling savings
associations in more than one state in the case of certain emergency thrift
acquisitions.

Indiana law permits federal and state savings association holding companies with
their home offices located outside of Indiana to acquire savings associations
whose home offices are located in Indiana and savings and loan holding companies
with their principal place of business in Indiana ("Indiana Savings and Loan
Holding Companies") upon receipt of approval by the Indiana Department of
Financial Institutions. Moreover, Indiana Savings and Loan Holding Companies may
acquire savings associations with their home offices located outside of Indiana
and savings association holding companies with their principal place of business
located outside of Indiana upon receipt of approval by the Indiana Department of
Financial Institutions.

Subject to certain exceptions, commonly controlled banks and savings
associations must reimburse the Federal Deposit Insurance Corporation ("FDIC")
for any losses suffered in connection with a failed bank or savings association
affiliate. Institutions are commonly controlled if one is owned by another or if
both are owned by the same holding company. Such claims by the FDIC under this
provision are subordinate to claims of depositors, secured creditors, and
holders of subordinated debt, other than affiliates.

Savings Bank Regulation

General. As a federally chartered, SAIF-insured savings association, United is
subject to extensive regulation by the OTS and the FDIC. The OTS periodically
examines the books and records of United and, in conjunction with the FDIC in
certain situations, has examination and enforcement powers. This supervision and
regulation are intended primarily for the protection of depositors and federal
deposit insurance funds.

                                       5
<PAGE>

In addition, its activities and operations are subject to a number of additional
detailed, complex and sometimes overlapping federal and state laws and
regulations. These include state usury and consumer credit laws, state laws
relating to fiduciaries, the Federal Truth-In-Lending Act and Regulation Z, the
Federal Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting
Act, the Community Reinvestment Act, anti-redlining legislation and antitrust
laws. The earnings of financial institutions are also affected by general
economic conditions and prevailing interest rates, both domestic and foreign and
by the monetary and fiscal policies of the United States Government and its
various agencies, particularly the Federal Reserve.

Additional legislation and administrative actions affecting the banking industry
is often considered by Congress, state legislatures and various regulatory
agencies. It cannot be predicted with certainty whether such legislation or
administrative action will be enacted or the extent to which the banking
industry in general or Fidelity and United in particular would be affected.

Financial Modernization Legislation: The Gramm Leach Bliley Act. On November 12,
1999, the President signed the Gramm-Leach-Bliley Act into law. Effective as of
March 11, 2000, the Gramm-Leach-Bliley Act:

     -    allows bank holding companies meeting management, capital and CRA
          standards to engage in a substantially broader range of nonbanking
          activities than was previously permissible, including insurance
          underwriting and agency, and underwriting and making merchant banking
          investments in commercial and financial companies;

     -    allows insurers and other financial services companies to acquire
          banks and thrifts;

     -    removes various restrictions that previously applied to bank holding
          company ownership of securities firms and mutual fund advisory
          companies and;

     -    establishes the overall regulatory structure applicable to bank
          holding companies that also engage in insurance and securities
          operations.

In order for a bank holding company to engage in the broader range of activities
that are permitted by the Gramm-Leach-Bliley Act, (1) all of its depository
institutions must be well capitalized and well managed and (2) it must file a
declaration with the Federal Reserve Broad that it elects to be a "financial
holding company". In addition, to commence any new activity permitted by the
Gramm-Leach-Bliley Act, each insured depository institution of the financial
holding company must have received at least a "satisfactory" rating in its most
recent examination under the Community Reinvestment Act.

The Gramm-Leach-Bliley Act also modified laws related to financial privacy and
community reinvestment. The new financial privacy provisions generally prohibit
financial institutions, including United, from disclosing nonpublic personal
financial information to third parties unless customer have the opportunity to
"opt out" of the disclosure. Regulations governing the privacy requirements of
the Act have been proposed. Until the final rules have been issued, it is
difficult to determine the impact of the regulations on the activities of
United.

Qualified Thrift Lender Requirement. In order for United to exercise the powers
granted to federally-chartered savings associations and maintain full access to
FHLB advances, it must be a "qualified thrift lender" ("QTL"). A savings
association is a QTL if its qualified thrift investments equal or exceed 65% of
the savings association's portfolio assets on a monthly basis in 9 out of every
12 months. Qualified thrift investments generally consist of (i) various housing
related loans and investments (such as residential construction and mortgage
loans, home improvement loans, manufactured housing loans, home equity loans and
mortgage-backed securities), (ii) certain obligations of the FSLIC, the FDIC,
the FSLIC Resolution Fund and the Resolution Trust Corporation (for limited
periods), and (iii) shares of stock issued by any Federal Home Loan Bank, the
Federal Home Loan Mortgage Corporation or the Federal National Mortgage
Association. At December 31, 1999, the qualified thrift investment percentage
test for United was 86.75%.

Liquidity. Under applicable federal regulations, savings associations are
required to maintain an average daily balance of liquid assets (including cash,
certain time deposits, certain banker's acceptances, certain corporate debt
securities and highly rated commercial paper, securities of certain mutual funds
and specified United States government, state or federal agency obligations) of
not less than 4% of the average daily balance of the savings association's net
withdrawable deposits plus short-term borrowing during the preceding calendar
month. Under HOLA, this liquidity requirement may be changed from time to time
by the Director of the OTS to any amount within the range of 4% to 10%,
depending upon economic conditions and the deposit flows of member associations.
At December 31, 1999, United was in compliance with these liquidity
requirements.

Loans-to-One-Borrower Limitations. HOLA generally requires savings associations
to comply with the loans-to-one-borrower limitations applicable to national
banks. In general, national banks may make loans to one borrower in amounts up
to 15%

                                       6
<PAGE>

of the bank's unimpaired capital and surplus, plus an additional 10% of capital
and surplus for loans secured by readily marketable collateral. At December 31,
1999, United's loan-to-one-borrower limitation was approximately $3 million and
no loans to a single borrower exceeded that amount, except as provided herein.
Under certain conditions, a savings association may make loans to one borrower
for residential housing developments in amounts up to 30% of the bank's
unimpaired capital and surplus provided that all loans made in reliance upon the
increased lending limit do not, in the aggregate, exceed 150% of the bank's
unimpaired capital and surplus. At December 31, 1999, United had made 6.1
million in such loans under this higher lending limit.

Commercial Real Property Loans. HOLA limits the aggregate amount of commercial
real estate loans that a federal savings association may make to an amount not
in excess of 400% of the savings association's capital.

Limitation on Capital Distributions. The OTS regulations impose limitations on
capital distributions by savings associations. Under the rule, a savings
association is classified as a tier 1 institution, a tier 2 institution, or a
tier 3 institution, depending on its level of regulatory capital both before and
after giving effect to a proposed capital distribution. A tier 1 institution may
generally make capital distributions in any calendar year up to 100% of its net
income to date during the calendar year plus the amount that would reduce by
one-half its "surplus capital ratio" (i.e., the percentage by which the
association's capital-to-assets ratio exceeds the ratio of its capital
requirements to its assets) at the beginning of the calendar year. No regulatory
approval of the capital distribution is required, but prior notice must be given
to the OTS. Restrictions exist on the ability of tier 2 and tier 3 institutions
to make capital distributions. Also, the OTS may prohibit any capital
distribution otherwise permitted if such distribution would constitute an unsafe
or unsound practice, such as a proposed distribution by an institution whose
capital is decreasing because of substantial losses or by an institution that is
in need of more than normal supervision.

Insurance of Deposits. The FDIC is an independent federal agency that insures
the deposits, up to prescribed statutory limits, of banks and thrifts and
safeguards the safety and soundness of the banking and thrift industries. The
FDIC administers two separate insurance funds, the Bank Insurance Fund (the
"BIF") for commercial banks and state savings banks and the SAIF for savings
associations such as United. The FDIC is required to maintain designated levels
of reserves in each fund.

The FDIC is authorized to establish separate annual assessment rates for deposit
insurance for members of the BIF and members of the SAIF. The FDIC may increase
assessment rates for either fund if necessary to restore the fund's ratio of
reserves to insured deposits to the target level within a reasonable time and
may decrease these rates if the target level has been met. The FDIC has
established a risk-based assessment system for both SAIF and BIF members. Under
this system, assessments vary depending on the risk the institution poses to its
deposit insurance fund. An institution's risk level is determined based on its
capital level and the FDIC's level of supervisory concern about the institution.

Annual deposit insurance premiums range between $0.00 and $0.27 per $100 of
deposits are in effect, based on the assessment determined in accordance with
the risk-assessment system discussed above. With respect to the funding of the
obligations issued by the federally-chartered corporation ("FICO") which
provided some of the financing to resolve the thrift crisis in the 1980's, BIF
institutions pay approximately 20% of the rate paid by SAIF institutions on
their deposits. After December 31, 1999, both BIF and SAIF institutions will be
assessed at the same rate for FICO payments.

Community Reinvestment Act. Ratings of depository institutions under the
Community Reinvestment Act of 1977 ("CRA") must be disclosed. The disclosure
includes both a four-tier descriptive rating using terms such as "outstanding,"
"satisfactory," "needs to improve," or "substantial non-compliance" and a
written evaluation of each institution's performance. United received a
satisfactory rating from the OTS in its most recent CRA examination. Also, the
Federal Housing Finance Board has adopted regulations establishing standards of
community investment and service for members of the FHLB System to meet to be
eligible for long-term advances. These regulations take into account a savings
association's CRA record and the member's record of lending to first-time home
buyers.

Brokered Deposits. Pursuant to the FDIC regulations, well-capitalized
institutions are subject to no brokered deposits limitations, while adequately
capitalized institutions are able to accept, renew or rollover brokered deposit
only (i) with a waiver from the FDIC, and (ii) subject to certain restrictions
on payment of rates. Undercapitalized institutions are not permitted to accept
brokered deposits and may not solicit deposits by offering an effective yield
that significantly exceeds the prevailing effective yields on insured deposits
of comparable maturity in the institution's normal market area or in which such
deposits are being solicited.

Enforcement. The OTS has primary enforcement responsibility over savings
associations and has the authority to bring enforcement action against all
"institution-affiliated parties," including stockholders, and any attorneys,
appraisers and accountants who knowingly or recklessly participate in wrongful
action likely to have an adverse effect on an insured institution. Civil
penalties cover a wide range of violations and actions and range up to $25,000
per day unless a finding of reckless disregard is made, in which case penalties
may be as high as $1 million per day. In addition, regulators are provided with
far greater flexibility to impose enforcement action on an institution that
fails to comply with its regulatory requirements, particularly with respect to
the capital requirements. Possible enforcement action ranges from the

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<PAGE>

imposition of a capital directive to receivership, conservatorship or the
termination of deposit insurance. The FDIC has the authority to recommend to the
Director of OTS that enforcement action to be taken with respect to a particular
savings institution. If action is not taken by the Director, the FDIC has
authority to take such action under certain circumstances.

Standards for Safety and Soundness. The federal banking agencies have prescribed
for all insured depository institutions safety and soundness standards in the
form of guidelines, relating to internal controls and information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
risk exposure, asset quality and growth, earnings, and compensation, fees and
benefits. If an insured depository institution fails to meet any of the
standards described above, it will be required to submit to the appropriate
federal banking agency a plan specifying the steps that will be taken to cure
the deficiency. If an institution fails to submit an acceptable plan or fails to
implement the plan, the appropriate federal banking agency will issue an order
requiring the institution to take immediate steps to correct a safety and
soundness deficiency.

Real Estate Lending Standards. OTS regulations require savings associations to
establish and maintain written internal real estate lending policies. Each
association's lending policies must be consistent with safe and sound banking
practices and appropriate to the size of the association and the nature and
scope of its operations. The policies must establish loan portfolio
diversification standards; establish prudent underwriting standards, including
loan-to-value limits that are clear and measurable; establish loan
administration procedures for the association's real estate portfolio; and
establish documentation, approval, and reporting requirements to monitor
compliance with the association's real estate lending policies. The
association's written real estate lending policies must be reviewed and approved
by the association's Board of Directors at least annually. Further, each
association is expected to monitor conditions in its real estate market to
ensure that its lending policies continue to be appropriate for current market
conditions.

Prompt Corrective Regulatory Action. The Federal Deposit Insurance Act ("FDI
Act") establishes a system of prompt corrective action to resolve the problems
of undercapitalized institutions. Under this system, the banking regulators are
required to take certain supervisory actions against undercapitalized
institutions, the severity of which depends upon the institution's degree of
capitalization.

Under the OTS prompt corrective action regulation, generally, a savings
association that has a total risk-based capital of less than 8.0% or a tier 1
risk-based capital ratio or leverage ratio of less than 4.0% is considered to be
undercapitalized. A savings association that has a total risk-based capital of
less than 6.0%, a tier 1 risk-based capital ratio of less than 3%, or a leverage
ratio that is less than 3.0% is considered to be "significantly
undercapitalized" and a savings association that has a tangible capital to
assets ratio equal to or less than 2% is deemed to be "critically
undercapitalized." Generally, a capital restoration plan must be filed with the
OTS within 45 days of the date an association receives notice that it is
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized." In addition, numerous mandatory supervisory actions become
immediately applicable to the associations, including, but not limited to,
restrictions on growth, investment activities, capital distributions, and
affiliate transactions. The OTS could also take any one of a number of
discretionary supervisory actions, including the issuance of a capital directive
and the replacement of senior executive officers and directors.

Capital Requirements. The Director of the OTS has adopted capital standards
under which savings associations must maintain (i) "core capital" in an amount
not less than 3% of total adjusted assets for a savings association with a
composite rating of 1, and not less than 4% for all other savings associations,
(ii) "tangible capital" in an amount not less than 1.5% of total adjusted
assets, and (iii) a level of risk-based capital equal to 8.0% of risk-weighted
assets.

Under OTS regulations "core capital" includes common stockholders' equity,
noncumulative perpetual preferred stock and related surplus, and minority
interests in the equity accounts of consolidated subsidiaries, less
nonqualifying intangible assets. In determining compliance with the capital
standards, a savings association must deduct from capital its entire investment
in and loans to any subsidiary engaged in activities not permissible for a
national bank, other than subsidiaries (i) engaged in such non-permissible
activities solely as agent for their customers; (ii) engaged in mortgage banking
activities; or (iii) that are themselves savings associations or companies, the
only investment of which is another savings association, acquired prior to May
1, 1989.

In determining total risk-weighted assets for purposes of the risk-based
requirement, (i) each off-balance sheet asset must be converted to its
on-balance sheet credit equivalent by multiplying the face amount of each such
item by a credit conversion factor ranging from 0% to 100% (depending upon the
nature of the asset), (ii) the credit equivalent amount of each off-balance
sheet asset and the book value of each on-balance sheet asset must be multiplied
by a risk factor ranging from 0% to 100% (again depending upon the nature of the
asset), and (iii) the resulting amounts are added together and constitute total
risk-weighted assets. Total capital, for purposes of the risk-based requirement,
equals the sum of core capital plus supplementary capital (which, as defined,
includes, among other items, perpetual preferred stock not counted as core
capital, limited life preferred stock, subordinated debt and general loan and
lease loss allowances up to 1.25% of risk-weighted assets, less certain
deductions). The amount of supplementary capital that may be counted towards
satisfaction of the total capital requirement may not exceed 100% of core
capital.

                                       8
<PAGE>

Capital requirements higher than the generally applicable minimum requirement
may be established for a particular savings association if the OTS determines
that the association's capital was or may become inadequate in view of its
particular circumstances. Individual minimum capital requirements may be
appropriate where the savings association is receiving special supervisory
attention, has a high degree of exposure to interest rate risk, or poses other
safety or soundness concerns.

In determining compliance with the risk-based capital requirements, a savings
association must determine its interest rate risk and, if such risk exceeds a
certain level, it must deduct an interest rate risk component in calculating its
total capital for purposes of determining whether it meets its risk-based
capital requirements. An association's interest rate risk (IRR) is measured by
the decline in the net portfolio value (NPV) resulting from a 200 basis point
increase or decrease in market interest rates, divided by the estimated economic
value of its assets. If an association's measured IRR exposure exceeds 2%, it
must then deduct an IRR component from total capital for determining its
risk-based capital requirement. The IRR component is an amount equal to one-half
the difference between its measured interest rate risk and 2%, multiplied by the
estimated economic value of its total assets.

The Savings Bank's Subsidiaries. The OTS regulations permit federal savings
associations to invest in the capital stock, obligations or specified types of
securities of subsidiaries (referred to as "service corporations") and to make
loans to such subsidiaries and joint ventures in which such subsidiaries are
participants in an aggregate amount not exceeding 3% of an association's assets,
provided any investment over 2% is used for specified community or inner-city
development purposes. In addition, federal regulations permit associations to
make specified types of loans to such subsidiaries in an aggregate amount not
exceeding 50% of the association's regulatory capital if certain requirements
and conditions are met. The FDIC may, after consultation with the OTS, prohibit
specific activities if it determines such activities pose a serious threat to
SAIF.

Assessments. Savings associations are required by OTS regulation to pay
assessments to the OTS to fund the operations of the OTS. The general assessment
is computed upon the savings association's total assets, including consolidated
subsidiaries, as reported in the Saving Bank's latest quarterly Thrift Financial
Report. United's total assessment for the six months ended December 31, 1999 was
$35,000.

Acquisitions and Branching

The Bank Holding Company Act specifically authorizes a bank holding company,
upon receipt of appropriate regulatory approvals, to acquire control of any
savings association or holding company thereof wherever located. Similarly, a
savings and loan holding company may acquire control of a bank. Moreover,
federal savings associations may acquire or be acquired by any insured
depository institution. Regulations promulgated by the Federal Reserve Board
restrict the branching authority of savings associations acquired by bank
holding companies. Savings associations acquired by bank holding companies may
be converted to banks if they continue to pay SAIF premiums, but as such they
become subject to branching and activity restrictions applicable to banks.

The OTS has adopted regulations which permit nationwide branching to the extent
permitted by federal statute. Federal statutes permit federal savings
associations to branch outside of their home state if the association meets the
domestic building and loan test in ss.7701(a)(19) of the Internal Revenue Code
or the asset composition test of ss.7701(c) of the Internal Revenue Code.
Branching that would result in the formation of a multiple savings and loan
holding company controlling savings associations in more than one state is
permitted if the law of the state in which the savings association to be
acquired is located specifically authorizes acquisitions of its state-chartered
associations by state-chartered associations or their holding companies in the
state where the acquiring association or holding company is located. Moreover,
Indiana banks and savings associations are permitted to acquire other Indiana
banks and savings associations and to establish branches throughout Indiana.

Transactions with Affiliates

Pursuant to HOLA, transactions engaged in by a savings association or one of its
subsidiaries with affiliates of the savings association generally are subject to
the affiliate transaction restrictions contained in Sections 23A and 23B of the
Federal Reserve Act in the same manner and to the same extent as such
restrictions now apply to transactions engaged in by a member bank or one of its
subsidiaries with affiliates of the member bank. Section 23A of the Federal
Reserve Act imposes both quantitative and qualitative restrictions on
transactions engaged in by a member bank or one of its subsidiaries with an
affiliate, while Section 23B of the Federal Reserve Act requires, among other
things, that all transactions with affiliates be on terms substantially the
same, and at least as favorable to the member bank or its subsidiary, as the
terms that would apply to or would be offered in a comparable transaction with
an unaffiliated party. Section 22(h) of the Federal Reserve Act imposes
restrictions on loans to executive officers, directors, and principal
shareholders. Further, the Federal Reserve Board pursuant to Section 22(h)
requires that loans to directors, executive officers, and principal shareholders
be made on terms substantially the same as offered in comparable transactions to
other persons. United was in compliance with these rules at December 31, 1999.

                                       9
<PAGE>

Federal Home Loan Bank System

United is a member of the Federal Home Loan Bank of Indianapolis. The Federal
Home Loan Bank System consists of 12 regional Federal Home Loan Banks ("FHLBs"),
each subject to supervision and regulation by the Federal Housing Finance Board
(the "FHFB"). The FHLBs provide a central credit facility for member savings
associations. As a member of the FHLB of Indianapolis, United is required to own
shares of capital stock in the FHLB in an amount at least equal to 1% of the
aggregate principal amount of its unpaid residential mortgage loans, home
purchase contracts, and similar obligations at the beginning of each year, or
1/20 of its advances (borrowings) from the FHLB, whichever is greater. As of
December 31, 1999, United was in compliance with this requirement.


Personnel

As of December 31, 1999 Fidelity had 90 full-time equivalent employees. The
employees are not represented by any collective bargaining unit. Fidelity
believes its relations with its employees are good.

Fidelity maintains group life, hospital, surgical, dental, major medical, and
long-term disability programs for full-time employees. Fidelity also
participates in a defined benefit pension plan covering all eligible employees,
as well as a defined contribution 401(k) plan.


ITEM 2. PROPERTIES

The following table sets forth the location of Fidelity's savings bank offices,
all of which are owned by United, as well as certain additional information
relating to these offices as of December 31, 1999.

------------------------------------------------------------------------

    Office Location       Year Facility Opened      Net Book Value
------------------------------------------------------------------------
Home Office                      1974                 $993,000
18 NW Fourth Street
Evansville, IN  47708
------------------------------------------------------------------------
Eastside Branch                  1997                1,901,000
700 S. Green River Rd
Evansville, IN  47715
------------------------------------------------------------------------
Northside Branch                 1976                   92,000
4441 First Avenue
Evansville, IN  47710
------------------------------------------------------------------------
Westside Branch                  1979                   91,000
4801 W. Lloyd Expressway
Evansville, IN  47712
------------------------------------------------------------------------

Fidelity and the other non-bank subsidiaries use the premises of United's Home
Office and 2nd floor of the Eastside Branch for their office and equipment needs
and pay rent for such use.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary routine
litigation incidental to the Registrant's business, to which the Registrant or
its subsidiaries is a party or of which any of their property is the subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On December 22, 1999, at 8:30 AM, at Fidelity's subsidiary downtown offices at
18 N.W. Fourth Street, Evansville, Indiana, the Annual meeting of Shareholders
was held in order to vote on two matters.

Matter 1 was to elect one director to the Board of Directors to serve for the
ensuing term of three years and until his successor is duly elected and
qualified. The vote tabulation for the election of Jack Cunningham was 1,854,904
for and 227,152 shares against.

The following directors terms continued after the meeting; Curt J. Angermeier,
William Baugh, Bruce Cordingley (until his subsequent resignation from the Board
on December 27, 1999), Jack Cunningham, M. Brian Davis, Donald R. Neel and Barry
A. Schnakenburg.

                                       10
<PAGE>

Matter 2 was the ratification of the appointment of the auditor of Fidelity. The
vote tabulation for Olive LLP was 1,866,085 for, 212,798 shares against, and
3,166 shares abstained.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDERS MATTERS

Fidelity Federal Bancorp's common stock is traded on the NASDAQ National Market
System under the symbol FFED. The following table sets forth, for the periods
indicated, the high and low bid prices per share as reported by NASDAQ. The bid
prices represent prices between dealers, do not include retail mark-up,
mark-down, or commissions and may not represent actual transactions.

<TABLE>
<CAPTION>
                               Six Months Ended                   Year Ended
                               December 31, 1999                 June 30, 1999
                       ---------------------------------------------------------------
                            Common Stock Bid Prices          Common Stock Bid Prices
                       ---------------------------------------------------------------
                            High                 Low         High              Low
--------------------------------------------------------------------------------------
<S>                       <C>                  <C>         <C>                <C>
First quarter             $3 1/16              $2 5/8      $  6 1/2           $3 1/2
Second quarter             2 7/8                1 1/4         5                3 1/4
Third quarter                N/A                 N/A          4                2 1/2
Fourth quarter               N/A                 N/A          3 7/8            2 3/4
</TABLE>

Fidelity declared no dividends during the six months ended December 31, 1999 and
fiscal 1999 compared to $.35 per share for 1998. Fidelity's principal source of
income and funds is dividends from its savings bank subsidiary (United) which
currently is subject to dividend restrictions. Unlike United, Fidelity is not
subject to any regulatory restriction on future dividends. Fidelity's dividend
policy is to pay cash or distribute stock dividends when the Board of Directors
deems it to be appropriate, taking into account Fidelity's financial condition
and results of operations, economic and market conditions, industry standards,
and other factors, including regulatory capital requirements of its savings bank
subsidiary. United will not pay any dividends in the immediate future without
regulatory approval. Refer to the "Other Restrictions" footnote in Fidelity's
consolidated financial statements for further details. United is uncertain when
it will pay dividends in the future and the amount of such dividends, if any.
Fidelity anticipates that it will not pay any dividends in the foreseeable
future. There were 499 stockholders of record as of February 29, 2000.



                                       11
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                              CORPORATE INFORMATION


<TABLE>
<CAPTION>
<S>                                                                     <C>
Toll-Free Shareholder Inquiries:  1-800-280-8280                        Common Stock Information
If you have inquiries or questions regarding your                       NASDAQ
Fidelity Federal Bancorp Shareholder account, call                      Ticker Symbol:  FFED
shareholder relations at 1-800-280-8280 or 812-469-2100,
Ext. 2226.
                                                                        Market Makers as of March 29, 2000
Stock Transfers, Dividend Payments and                                  Natcity Investments, Inc.
Dividend Reinvestment                                                   Fleet Trading, a Division of Fleet Securities
Fidelity Federal Bancorp                                                Spear, Leeds & Kellogg
Attn:  Shareholder Relations
700 S. Green River Road, Suite 2000                                     Products and Services
PO Box 5584                                                             For specific information on products and
Evansville, IN  47716-5584                                              Services offered by Fidelity's banking subsidiary,
                                                                        United Fidelity Bank, fsb, call 1-800-280-8280 or
Fidelity Federal Bancorp offers its common stock                        (812) 424-0921.  For specific information on any
shareholders a no-cost way in which to reinvest                         of the Village Housing affordable housing developments,
cash dividends. For additional information about this                   contact Village Management Corporation
plan, contact us at the above address or phone number.                  (812) 469-2100, Ext. 2250

Financial Information                                                   Corporate Headquarters
If you are seeking financial information, contact:                      Fidelity Federal Bancorp
                                                                        700 S. Green River Road, Suite 2000
Mark A. Isaac, Vice President and Controller                            PO Box 5584
Fidelity Federal Bancorp                                                Evansville, IN  47716-5584
18 NW Fourth Street                                                     1-800-280-8280
PO Box 1347                                                             812-469-2100
Evansville, IN  47706-1347
812-429-0550, Ext. 3319
                                                                        Internet

All other requests, including requests for the Annual                   Information on Fidelity Federal Bancorp is available
Reort,Form 10-K, and Form 10-Q, should be                               on the Internet at: http://www.ufb-ffed.com
directed to:

Shareholder Relations
Fidelity Federal Bancorp
700 S. Green River Road, Suite 2000
PO Box 5584
Evansville, IN  47716-5584
812-469-2100, Ext. 2226
</TABLE>

                                       12
<PAGE>

ITEM 6.    SELECTED FINANCIAL DATA

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                        Selected Statistical Information
             (Dollars in Thousands, Except Share and Per Share Data)

<TABLE>
<CAPTION>
                                                                As of and for
                                                            the six months ended             As of and for the years ended
---------------------------------------------------------------------------------------------------------------------------------
                                                          December 31,     June 30,       June 30,        June 30,      June 30,
                                                              1999           1999           1998           1997           1996
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>            <C>            <C>
Selected Financial Data
   Total assets                                            $  171,457     $  172,253     $  197,046     $  240,819     $  262,216
   Interest-bearing deposits                                   22,911         14,668          6,266          1,765          4,107
   Investment securities available for sale                    24,305         27,325          9,854         13,790         17,459
   Loans, net                                                  96,919        110,436        156,683        203,183        216,162
   Deposits                                                   135,016        128,596        148,939        181,787        181,702
   Short-term borrowings                                           89            128          2,531          5,191          5,693
   Long-term debt                                              23,504         29,149         29,488         38,089         57,292
   Stockholders' equity                                         5,427          7,814          7,515         12,936         14,295


   Interest income                                         $    6,019     $   14,094     $   17,192     $   20,282     $   21,529
   Interest expense                                             4,268          9,730         11,586         13,831         15,525
                                                           ----------------------------------------------------------------------
   Net interest income                                          1,751          4,364          5,606          6,451          6,004
   Provision for loan losses                                    1,345           (138)         4,543            975            455
                                                           ----------------------------------------------------------------------
   Net interest income after provision
      for loan losses                                             406          4,502          1,063          5,476          5,549
   Non-interest income                                          1,001          2,663          3,025          3,856          8,180
   Non-interest expense                                         5,148          6,878         16,076          9,474          8,608
                                                           ----------------------------------------------------------------------
   Income (loss) before income tax                             (3,741)           287        (11,988)          (142)         5,121
   Income tax expense (benefit)                                (1,671)          (338)        (5,194)          (255)         1,886
                                                           ----------------------------------------------------------------------

   Net income (loss)                                       $   (2,070)    $      625     $   (6,794)    $      113     $    3,235
                                                           ======================================================================

Selected Financial Ratios
   Return on average assets                                     (2.41)%          .33%         (3.12)%          .04%          1.18%
   Return on stockholders' equity                              (51.37)          7.58         (50.68)           .83          23.75
   Net interest margin                                           2.24           2.48           2.79           2.72           2.29
   Net interest spread                                           2.05           2.24           2.62           2.57           2.11
   Tangible equity to assets at year end                         6.78           8.49           6.31           6.93           7.08
   Allowance for loan losses to loans                            2.04           3.09           1.91            .87            .49
   Allowance for loan losses to non-performing loans
                                                               179.96          69.57         532.11         624.91         275.06
   Dividend payout ratio                                          N/A            N/A            N/A       1,500.00          67.52

Per Share Data
   Diluted net income (loss)                               $    (0.66)    $      .20     $    (2.30)    $      .04     $     1.17
   Basic net income (loss)                                      (0.66)           .20          (2.30)           .05           1.32
   Cash dividends declared                                                                      .35            .60            .79
   Book value at period end                                      1.72           2.48           2.40           5.20           5.73
   Closing market price (bid) at period end                      1.25           2.88           6.50           8.75          11.25
   Number of average common and common equivalent shares
      outstanding                                           3,147,662      3,143,179      2,956,157      2,655,181      2,776,147
</TABLE>

                                       13
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

General

Fidelity Federal Bancorp (Fidelity), incorporated in 1993 under the laws of the
State of Indiana, is a registered savings and loan holding company with its
principal office in Evansville, Indiana. Fidelity's savings bank subsidiary,
United Fidelity Bank, fsb (United), was organized in 1914 and is a
federally-chartered stock savings bank located in Evansville, Indiana. Fidelity,
through its savings bank subsidiary, is engaged in the business of obtaining
funds in the form of savings deposits and other borrowings and investing such
funds in consumer, commercial, and mortgage loans, and in investment and money
market securities. Fidelity has engaged in the business of owning, developing,
building, renting and managing affordable housing projects through its
wholly-owned subsidiaries, Village Management Corporation and Village Housing
Corporation (collectively, the Affordable Housing Group). The Affordable Housing
Group has structured and participated in multi-family housing developments which
have been granted tax credits pursuant to Section 42 of the Internal Revenue
Code of 1986 (Section 42), as amended (Code) and tax-exempt bonds. Village
Housing Corporation, as general partner to the limited partnerships which own
the developments, receives a percentage interest in the profits, losses and tax
credits during the life of the project and receives a percentage of the annual
cash flow and residual (sale or refinancing) proceeds during operation and at
disposition or refinancing of the developments, respectively. Village Community
Development Corporation, (a subsidiary merged into Village Housing Corporation
during fiscal 1999) as contractor and developer, received construction and
development fees as the projects were completed. As the developments progressed,
development fee income was earned contractually on each project. These fees were
not recognized as income until the limited partner's equity investment had been
received or the syndication firm providing the equity had given a firm
commitment to provide the funds. As part of Village Management's duties as
project manager, it monitors compliance with the requirements of the Code to
prevent recapture of all or a portion of the tax credits or forfeiture of the
tax-exempt status of the bonds which would occur if certain tenant eligibility
and rent restriction requirements were violated. Village Management Corporation,
as manager of the completed project, receives a fee based on a percentage of
rental payments received from the project's tenants. Fidelity has been engaged
in affordable housing activities since September, 1992, through United, and
since April, 1994, through Village Capital Corporation (VCC). Since June 30,
1994, VCC has earned fees by providing real estate mortgage banking services to
unaffiliated borrowers.

In December, 1999, Fidelity's Board of Directors voted to change Fidelity's
fiscal year end from June 30 to December 31. Accordingly, the following
discussion analyzes the results of operations for the six months ended December
31, 1999 compared to the twelve months ended June 30, 1999 (fiscal 1999) and the
financial position as of December 31, 1999 to the financial position as of June
30, 1999. Fluctuations in the results of operations are significant in part
because there are two quarters less in the period ended December 31, 1999
compared to fiscal 1999. All references to percentage changes in income or
expense items have been annualized.

In 1992, the Board of Directors developed and began implementation of a new
business plan for United to improve the financial performance of the
organization. The key elements of this business plan included: (i) the formation
of a holding company to provide financial flexibility and to develop and engage
in non-banking business; (ii) the formation of an affordable housing group to
engage in real estate development, management and financing of affordable
housing projects; and (iii) the growth of assets through the origination and
acquisition of loans. After the implementation of the business plan, the holding
company as well as the affordable housing group, consisting of three non-bank
subsidiaries of United, was formed. In 1995 and 1996, revenue generated from
affordable housing activities increased dramatically and significant asset
growth was achieved, also resulting in higher revenues. To conserve capital,
Fidelity slowed its growth rate in fiscal 1996 and positioned Fidelity to reduce
debt, increase core deposits, sell loans, and use the proceeds to fund new loan
production. During 1996, Fidelity encountered increasing competition in the
affordable housing group arena. As a result, Fidelity re-evaluated its business
plan in fiscal 1997 and closed its Indianapolis, Indiana real estate development
office. In 1998, Fidelity's Affordable Housing Group discontinued the
development of real estate but continued to actively manage existing Company
affordable housing projects. As a result of this, fee income from real estate
development and real estate investment banking fees declined significantly.
There were no real estate development fees recorded in the six months ending
December 31, 1999, fiscal 1999 or 1998. Village Housing Corporation and Village
Management Corporation continue to be fully operational at Fidelity's
headquarters in Evansville.

                                       14
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

Fidelity's results in 1998 included an increase in the provision for loan losses
of $3.6 million, a letter of credit valuation provision of $6.8 million, and an
additional write-down of its investments in affordable housing projects of $1.5
million. The majority of these charges relate to Fidelity's involvement in the
Section 42 tax-credit real estate development program. The additional provision
for loan loss and letter of credit valuation provision that was recorded in
fiscal 1998 was recorded as a result of Fidelity's position that it was probable
that the losses would occur and that the losses could be reasonably estimated.
Statement of Financial Accounting Standards No. 5 "Accounting for Contingencies"
(SFAS No. 5) requires that both of these conditions must be met before an
estimated loss from a loss contingency is recorded. Prior to the third quarter
of fiscal 1998, Fidelity had determined that the possibility of loss was
"reasonably possible", but could not support that losses were "probable".

During the third quarter of fiscal 1998, Fidelity came to the realization that
it was probable that assets had been impaired (loans and equity investments) and
liabilities had been incurred (the letter of credit reserves). Fidelity came to
this realization because an adequate amount of time had passed since the
inception of the projects to support Fidelity's realization that the poor
performance of several of these projects was likely to continue. This
performance was below that which was originally projected for the majority of
the projects. Competing projects in several of the communities in which the
projects were in operation caused Fidelity to reduce its estimates of future
profitability.

These projects are not designed to initially have positive cash flow, but the
expectation is that they will have positive cash flow after the projects have
been active for a certain amount of time. Prior to the third quarter of 1998,
Fidelity determined that the reason for the projects not generating positive
cash flows was principally due to the recent start-up of the projects. Fidelity
was able to support that future improvements in monthly rents, monthly
occupancies, expense control, and in some cases financing, would occur. This
precluded Fidelity from determining that losses were "probable". The average
amount of time that Fidelity's seventeen projects (those projects for which
Fidelity's subsidiaries had equity investments) had been fully operational, as
of March 31, 1998, was 36 months.

While Fidelity has not participated in the development of any new projects that
it manages, the performance of a majority of the projects that Fidelity is
managing is below that which was originally projected when the projects were
formed. This has resulted in lower than expected cash flows, which are needed to
support debt repayment. Cash flows of the projects have been affected by a
number of items, including lower than expected occupancy and/or rent levels,
higher-than-expected expenses and, in certain situations, additional
construction costs or delays which resulted in longer start-up periods for the
projects. The areas in which many of the projects are located have seen
increased competition in affordable housing, which has affected the project's
ability to perform at the levels originally projected. Each of the projects are
beyond the start-up or construction phase and have been in operation for a
sufficient period of time to enable management to conclude that additional
provisions and reserves were required. Fidelity's current plans are to not
originate, participate or invest in any new or additional Section 42 projects.
Fidelity believes that the properties' cash flows will not improve significantly
unless a change in the properties' financing or debt structure occurs. It is
currently pursuing plans to restructure its Section 42 projects and has been
successful on two Section 42 projects during the six months ended December 31,
1999. The availability of such refinancing depends upon numerous factors,
including, among other things, interest rates, third-party appraisals and the
occupancy levels in the Section 42 projects. During the six months ended
December 31, 1999 and fiscal 1999, one of Fidelity's primary goals was to seek
refinancing opportunities with other potential financing sources. While this is
typically a lengthy process, Fidelity has been successful on reducing its
overall level of classified assets. Fidelity's classified assets and letters of
credit have decreased $18.5 million to $22.2 million at December 31, 1999 from
$40.7 million at June 30, 1999. Fidelity has a number of other credits in
process for refinancing to potentially further reduce the classified assets
during calendar 2000. However activities are temporarily on hold until interest
rates are lower, which will result in a higher level of principal that can be
refinanced. The workout effort is anticipated to be a significant portion of the
Fidelity and United business plan during calendar 2000. See "Allowance for Loan
Losses" and "Classified Assets" for a more detailed discussion. The December 31,
1999 audited financial statements include condensed financial information about
both of Fidelity's business segments.

The following table details average balances, interest income/expense and
average rates/yield for Fidelity's earning assets and interest bearing
liabilities for the six months ended December 31, 1999, and years ended June 30,
1999, and 1998. The average rates for the six months ended December 31, 1999
were adjusted to reflect annualized percentages.

                                       15
<PAGE>

                    Fidelity Federal Bancorp and Subsidiaries

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

                 Average Balance Sheet and Net Interest Analysis
            (Dollars In Thousands on Fully Taxable Equivalent Basis)

<TABLE>
<CAPTION>
                                          December 1999                       June 1999                       June 1998
                                  Average               Average    Average                Average   Average               Average
Year Ended:                       Balances   Interest    Rates     Balances    Interest    Rates    Balances   Interest    Rates
----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>          <C>      <C>          <C>          <C>   <C>          <C>           <C>
Assets
   Federal funds sold and other
      short-term money market
       investments                 $17,069    $  454      5.28%   $  18,962    $   964      5.08%  $   5,533   $    330     5.96%
   Investment securities
      available for sale
   Taxable                          25,857       849      6.51       15,455        955      6.18      10,806        650     6.01
   Tax exempt (1)                                                                                        444         36     8.33
   Loans held for sale
   Federal Home Loan Bank
      Stock                          3,920       158      8.00        3,920        314      8.01       3,920        316     8.06
   Loans (2) (3)
      Commercial loans               5,512       276      9.93        8,055        791      9.82      11,683      1,124     9.62
      Multi-family loans            24,525     1,026      8.30       33,918      2,999      8.84      25,573      2,672    10.45
      Real estate mortgages         51,414     1,944      7.50       63,980      4,956      7.75     114,335      9,213     8.06
      Consumer loans                27,004     1,312      9.64       31,840      3,115      9.78      28,939      2,863     9.89
                               -----------------------          ------------------------          -----------------------
        Total loans                108,455     4,558      8.33      137,793     11,861      8.61     180,530     15,872     8.75
                               -----------------------          ------------------------          -----------------------
        Total earning assets       155,301     6,019      7.69      176,130     14,094      8.00     201,233     17,204     8.55
                                            ----------                       -----------                      -----------
   Allowance for loan losses        (2,868)                          (3,414)                          (2,538)
   Cash and due from banks           4,193                            2,680                            3,018
   Premises and equipment            5,747                            5,749                            6,214
   Other assets                      8,346                           10,426                            9,799
                               -------------                    -------------                     ------------

        Total assets              $170,719                         $191,571                         $217,726
                               =============                    =============                     ============

Liabilities
   Interest-bearing deposits
      Interest-bearing checking $   19,107  $    327     3.39%    $  20,436    $   716      3.50% $  22,211    $    942      4.24%
      Money market accounts          2,545        26     2.03         2,733         61      2.23      3,027          82      2.71
      Savings accounts               4,657        53     2.26         5,082        118      2.32      4,813         136      2.83
      Certificates of deposit       96,476     2,745     5.64       112,539      6,572      5.84    128,142       7,625      5.95
                               -----------------------          ------------------------          -----------------------
        Total interest-bearing
           Deposits                122,785     3,151     5.09       140,790      7,467      5.30    158,193       8,785      5.55
   Federal funds purchased                                                                              116           7      6.03
   Other borrowings                 16,505       760     9.13        15,167      1,384      9.13     17,673       1,523      8.62
   Federal Home Loan Bank
       Advances                     10,844       357     6.53        13,103        879      6.71     19,253       1,271      6.60
                               -----------------------          ------------------------          -----------------------
        Total interest-bearing
            liabilities            150,134     4,268     5.64       169,060      9,730      5.76    195,235      11,586      5.93
                                            ----------                       -----------                      -----------
   Non-interest bearing demand
       Deposits                      6,097                            5,724                            5,229

   Advances by borrowers for
      Taxes and insurance              463                              457                              596

   Other liabilities                 6,033                            8,079                            3,260
                               -------------                    -------------                     ------------
      Total liabilities            162,727                          183,320                          204,320

Stockholders' Equity                 7,992                            8,251                           13,406
                               -------------                    -------------                     ------------

   Total liabilities and
      Stockholders' equity        $170,719                         $191,571                         $217,726
                               =============                    =============                     ============
   Recap: (3)
        Interest income                        6,019     7.69%                  14,094       8.00%               17,204      8.55%
        Interest expense                       4,268     5.45                    9,730       5.52                11,586      5.76
                                            ----------------------           ---------------------           ---------------------
        Net interest
           income/margin                      $1,751     2.24%                $  4,364       2.48%             $  5,618     2.79%
                                            ======================           =====================           =====================
Interest rate spread (4)                                 2.05%                               2.24%                          2.62%
Average interest-bearing assets
   to average interest-bearing
    liabilities                                        103.44%                             104.18%                        103.07%
</TABLE>
--------------------------------
(1)  Tax-exempt securities have been adjusted to a fully tax equipment basis
     using a marginal tax rate of 34%.
(2)  Nonaccrual loans have been included in the average balances.
(3)  Loan income includes interest and fees on loans.
(4)  Interest rate spread is calculated by subtracting combined weighted average
     interest rate cost from combined weighted average interest rate earned for
     the period indicated.

                                       16
<PAGE>
                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


Results of Operations

Net Interest Income
Net interest income, Fidelity's largest component of income, represents the
difference between interest and fees earned on loans, investments and other
interest-earning assets, and interest paid on interest-bearing liabilities. It
also measures how effectively management has balanced and allocated Fidelity's
interest rate-sensitive assets and liabilities. Due to a significant decrease in
earning assets, net interest income decreased to $1.8 million for the six months
ended December 31, 1999. On an annualized basis this represents a $3.6 million
or 18.2% decrease compared to fiscal 1999 net interest income of $4.4 million.

The reduction in net interest income during the six months was primarily due to
the continued reduction in average earning assets of $20.8 million, which was
partially offset by a decrease in average interest-bearing liabilities of $18.9
million. Fidelity's reduction in average earning assets and average
interest-bearing liabilities has occurred in fixed rate 1-4 family mortgage
loans, multifamily loans and certificates of deposit, primarily agent-acquired
deposits. Average real estate mortgage loans have decreased $12.6 million,
resulting in a decrease of $1.1 million on an annualized basis in interest
income. Average multifamily loans also decreased $9.4 million due to continued
workout efforts, which has a negative impact on interest income, resulting in a
decrease of $964,000 on an annualized basis. Certificates of deposit and
borrowings partially offset this reduction in assets with a decrease of $16.1
million in certificates and $921,000 in borrowings. This resulted in decreased
interest expense, on an annualized basis of $1.2 million and $49,000,
respectively. Interest income on an annualized basis for the six months ended
December 31, 1999 was $11.9 million compared to $14.1 million for the year ended
June 30, 1999, a decrease of $2.2 million or about 15.6%. Interest expense on an
annualized basis for the year ended December 31, 1999 was $8.5 million compared
to $9.7 million for the year ended June 30, 1999, a decrease of $1.2 million or
12.4%. The reduction in average earning assets was attributable to loan payoffs,
multifamily loan workout activities for refinancing, and payoffs on conventional
real estate mortgage loans. The decrease in commercial and multifamily loans is
expected to continue during the time that United operates under the Supervisory
Agreement. Please refer to the footnote. "Other Restrictions" in the Notes to
Consolidated Financial Statements for further details. The average balance of
agent-acquired certificates of deposit, which had an average rate of 6.02% in
1999, was reduced from $33.5 million in fiscal 1999 to $18.1 million for the six
months ended December 31, 1999 with an average rate of 5.88%.

The net interest margin decreased during the six month period to 2.24% from
2.48% in fiscal 1999. The average yield on interest-earning assets and average
rate paid on interest-bearing liabilities of 7.69% and 5.64% declined from last
year's average rates of 8.00% and 5.76%. This is expected to be a continuing
trend during the term of the Supervisory Agreement between United and the OTS,
as certain lending activities are restricted.

The reduction in net interest income in the period ended June 30, 1999 compared
to June 30, 1998 was primarily due to the continued reduction in average earning
assets of $25.1 million, which was partially offset by a decrease in average
interest-bearing liabilities of $26.2 million. Fidelity's reduction in average
earning assets and average interest-bearing liabilities in fiscal 1999 compared
to fiscal 1998 has occurred in fixed rate 1-4 family mortgage loans and
certificates of deposit, primarily agent-acquired deposits. Average real estate
mortgage loans have decreased $50.4 million, resulting in a decrease of $4.3
million in interest income. Certificates of deposit and borrowings partially
offset this reduction in assets with a decrease of $15.6 million in certificates
and $8.7 million in borrowings. This resulted in decreased interest expense of
$1.1 million and $.5 million, respectively. Interest income for the year ended
June 30, 1999 was $14.1 million compared to $17.2 million for the year ended
June 30, 1998, a decrease of $3.1 million or about 18.0%. Interest expense for
the year ended June 30, 1999 was $9.7 million compared to $11.6 million for the
year ended June 30, 1998, a decrease of $1.9 million or 16.4%. The reduction in
average earning assets was attributable to payoffs and the sale of several
conventional real estate mortgage loans. The average balance of agent-acquired
certificates of deposit, which had an average rate of 6.26% in 1998, was reduced
from $42.4 million in 1998 to $33.5 million in 1999 with an average rate of
6.02%.

                                       17
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


The net interest margin decreased in 1999 to 2.48% from 2.79% in 1998. The
average yield on interest-earning assets and average rate paid on
interest-bearing liabilities of 8.00% and 5.76% declined from last year's
average rates of 8.55% and 5.93%. The decrease in the net interest margin, as
previously mentioned, is the result of loan payoffs on fixed rate 1-4 family
loans and the sale of new loan production on the secondary market. Commercial
loans and higher yielding multi- family loans continue to decrease due to
refinancing and payoffs. As such, earnings variability is possible in future
periods.

Quarterly Results of Operations
Fidelity's earnings have experienced some variability from quarter to quarter
due to the uncertainty of the timing when certain classified assets, and letters
of credit are refinanced, paid off or require additional or reduced provisions
or valuation reserves.

<TABLE>
<CAPTION>
                                        September 30    December 31        March 31         June 30           Total
-----------------------------------------------------------------------------------------------------------------------
                                                          (In Thousands)
<S>                                        <C>              <C>              <C>              <C>            <C>
December 31, 1999
   Interest income                         $2,990           $3,029                                            $6,019
   Interest expense                         2,085            2,183                                             4,268
                                     ----------------------------------------------------------------------------------
      Net interest income                     905              846                                             1,751
   Provision for loan losses                   75            1,270                                             1,345
   Non-interest income                        488              513                                             1,001
   Non-interest expense                     1,302            3,846                                             5,148
                                     ----------------------------------------------------------------------------------
   Income (loss) before income tax             16           (3,757)                                           (3,741)
   Income tax benefit                         (88)          (1,583)                                           (1,671)
                                     ----------------------------------------------------------------------------------

   Net income                             $   104       $   (2,174)                                      $    (2,070)
                                     ==================================================================================

   Net income per share
      Diluted net income                     $.03           $(.69)                                            $(.66)
      Basic net income                        .03            (.69)                                             (.66)
      Cash dividends*

June 30, 1999
   Interest income                         $3,883           $3,709           $3,363           $3,139         $14,094
   Interest expense                         2,618            2,556            2,364            2,192           9,730
                                     ----------------------------------------------------------------------------------
      Net interest income                   1,265            1,153              999              947           4,364
   Provision for loan losses                   75               75             (404)             116            (138)
   Non-interest income                        895              738              571              459           2,663
   Non-interest expense                     1,841            1,788            1,874            1,375           6,878
                                     ----------------------------------------------------------------------------------
   Income (loss) before income tax            244               28              100              (85)            287
   Income tax benefit                         (92)             (73)             (35)            (138)           (338)
                                     ----------------------------------------------------------------------------------

   Net income                             $   336          $   101          $   135          $    53         $   625
                                     ==================================================================================

   Net income per share
      Diluted net income                     $.11             $.03             $.04             $.02            $.20
      Basic net income                        .11              .03              .04              .02             .20
      Cash dividends*
</TABLE>

*No cash dividends were paid in the six months ended December 31, 1999 or for
fiscal 1999.

                                       18
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


Rate/Volume Analysis
The following table sets forth an analysis of volume and rate changes in
interest income and interest expense of Fidelity's average earning assets and
average interest-bearing liabilities. The table distinguishes between the
changes related to average outstanding balances of assets and liabilities
(changes in volume holding the initial interest rate constant) and the changes
related to average interest rates (changes in average rate holding the initial
outstanding balance constant). The change in interest due to both volume and
rate has been allocated to volume and rate changes in proportion to the
relationship of the absolute dollar amounts of the change in each. The column
labeled, "Change in fiscal year," represents the change in net interest income
due to Fidelity changing the fiscal year from June 30 to December 31.

<TABLE>
<CAPTION>
                                                                       December 31, 1999                 June 30, 1999
                                                                   Compared to June 30, 1999        Compared to June 30, 1998
                                                                   Increase (Decrease) Due To       Increase (Decrease) Due To
                                                                             Change in            -------------------------------
                                                        Volume      Rate    Fiscal Year    Total     Volume     Rate     Total
---------------------------------------------------------------------------------------------------------------------------------
                                                       (Dollars In Thousands)
<S>                                                    <C>         <C>       <C>         <C>         <C>        <C>     <C>
Interest income on average earning assets
   Loans                                               $(2,525)    $(294)    $(4,484)    ($7,303)    $(3,758)   $(254)  ($4,012)
   Investment securities                                   643        86        (835)       (106)        243       25       268
   Federal Home Loan Bank stock                                       (1)       (155)       (156)                  (2)       (2)
   Federal funds sold and other  short-term money
      market investments                                   (96)       33        (447)       (510)        801     (167)      634
                                                  -------------------------------------------------------------------------------
        Total interest income                           (1,978)     (176)     (5,921)     (8,075)     (2,714)    (398)   (3,112)
                                                  -------------------------------------------------------------------------------

Interest expense on average interest-
       bearing liabilities
   Interest bearing accounts                               (47)      (21)       (322)       (390)        (75)    (151)     (226)
   Money market deposit accounts                            (4)       (5)        (26)        (35)         (8)     (13)      (21)
   Savings accounts                                        (10)       (3)        (52)        (65)          8      (26)      (18)
   Certificates of deposit                                (937)     (189)     (2,700)     (3,826)       (928)    (125)   (1,053)
   Federal funds purchased                                                                                (7)                (7)
   Other borrowings                                        122         2        (748)       (624)       (216)      77      (139)
   Federal Home Loan Bank advances                        (152)      (19)       (351)       (522)       (406)      14      (392)
                                                  -------------------------------------------------------------------------------
        Total interest expense                          (1,028)     (235)     (4,199)     (5,462)     (1,632)    (224)   (1,856)
                                                  -------------------------------------------------------------------------------

Changes in net interest income                          $ (950)    $  59  $   (1,722)  $  (2,613)    $(1,082)   $(174)  $(1,256)
                                                  ===============================================================================
</TABLE>

                                       19
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

Provision for Loan Losses and Letter of Credit Reserves
Fidelity makes provisions for possible loan losses in amounts estimated to be
sufficient to maintain the allowance for loan losses at a level considered
necessary by management to absorb losses in the loan portfolios. The provision
for loan losses for the six months ending December 31, 1999 was $1.3 million
compared to a credit of $138,000 in the prior year, an increase of $1.5 million.
During fiscal year ended June 30, 1999, as a result of a reduction in classified
and criticized assets and an overall improvement in the operating results of
Fidelity's affordable housing portfolio, Fidelity reduced its provision for loan
losses and reserve for letters of credit and recognized income of $607,000. The
operating results in the affordable housing portfolio deteriorated during the
six month period ending December 31, 1999, as discussed below, resulting in
significant additional provisions for loan losses of $1.3 million. Additionally,
a large hotel loan's operating results deteriorated to the extent that
management established a provision of approximately $470,000.

The ratio of allowance for loan losses to non performing loans was 180.0% at
December 31, 1999 compared to 69.6% at June 30, 1999. The decrease in
non-performing loans is due to one large multi-family loan to an unaffiliated
borrower that paid off in October 1999. A specific reserve of $510,000 had been
previously established for this loan.

During fiscal 1998 changes in loan and letter of credit concentrations and terms
did not affect the amount of the allowance for loan losses and letter of credit
valuation reserve for each period. The primary factor that led Fidelity to
determine that additional reserves were required, in 1998, was that enough time
had passed since start-up of the projects to more accurately project the future
performance of the projects. This changed Fidelity's evaluation of the quality
of the applicable projects and its assessment of the quality of those credits
which it held in its portfolio.

The method used beginning in the third quarter of fiscal 1998 to determine the
amount of required reserves for affordable housing industry permanent and
general partner loans, equity investments and letters of credit used past
monthly cash flows as a determinant as to how much debt service the projects
could support. Specifically, the method determined the amount of debt service
for fiscal 1998, 1999, and the six months ended December 31, 1999 as follows:

1.   Cash flows from the projects were scheduled from internal project records.
     These were used to project annualized cash flows that were based on periods
     of time that were considered to be best reflective of future performance of
     that project. Certain items affecting cash flows during only certain months
     of the year, such as the payment of real estate taxes, were subtracted from
     the calculated annualized amounts so that monthly cash flows would be
     reflective of actual monthly operation.

2.   A projected loan amount that could be supported by current cash flows was
     calculated using the computed cash flows for the most appropriate period
     (converted to a monthly cash flow amount), the current rate, and a 25-year
     amortization period. This amount was added to the computed residual value
     of the project at the end of a 15-year amortization period to reflect the
     total value of the project in fiscal 1998 and 1999. In the period ended
     December 31, 1999, the project loan amounts that could be supported by cash
     flows were adjusted to provide for a 1.15:1 debt service coverage ratio,
     due to the continued aging of the loan portfolio, and historical volatility
     of the cash flows. This adjustment, along with recent deterioration in cash
     flows in a segment of the affordable housing loan portfolio, significantly
     reduced the total value of certain projects, and thus increased the
     required reserves for those projects.

3.   This information was used to determine proper classifications, and
     ultimately reserves, for the loan, letter of credit, general partner loan
     and equity investment amounts. A "potential tax credit market adjustment"
     was computed in fiscal 1998 and 1999 by taking the difference between the
     price paid by investors for tax credits at the project's inception and an
     amount that was determined to be better reflective of the true value of the
     credits. This market adjustment was used to determine what portion of the
     loans, letters of credit, general partner loans and equity investments
     would be classified as doubtful, which included a 50 percent reserve, and
     loss, which included a 100 percent reserve or charge-off of the related
     asset or reserve for the letter of credit. This market adjustment was not
     used to compute the appropriate level of reserves at December 31, 1999. The
     elimination of the market value adjustment with respect to determining the
     overall reserve level, resulted in a significant increase in the reserves
     required.

                                       20
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


     The assignment was based on the possibility of limited partner
     participation in operating deficits of the partnerships due to the market
     value appreciation of the tax credits held by the limited partners in the
     respective partnerships. Since this participation has not occurred,
     management classified the potential adjustment as loss, despite continued
     appreciation of the remaining tax credits.

4.   The analyses were updated quarterly for current operating information of
     the actual projects. Except for the market value adjustment and the
     increased debt service coverage requirement noted above for the December
     31, 1999 review, the assumptions used to compute reserves were not changed
     for any of the quarters in fiscal 1999; only the data used to compute
     classifications was changed. The period of cash flows used was changed in
     certain instances if it was determined that a change better reflected
     future projected results. For the period ended December 31, 1999, calendar
     1999 data was used.

Prior to the quarter ended March 31, 1998, affordable housing industry loans and
letters of credit were classified in the categories of pass, special mention,
substandard, doubtful and loss. Percentages were applied to the balances
classified in the respective categories that represented Fidelity's best
estimate of loss for those classifications.

Specific reserves are assigned to certain credits. The reserves are determined
by management's evaluation of those credits. The results of internal loan
reviews, OTS evaluations and recent events assist Fidelity in making that
evaluation. The independent support for the allowance for loan losses and letter
of credit valuation reserve includes documentation that supports the amount of
recorded reserves for these credits. During the six months ended an additional
provision for letter of credit losses of $1.1 million was recognized due to a
deterioration in the affordable housing portfolio.

General reserves for loans and letters of credit not specifically reserved are
also determined. Fidelity computes general reserves for the commercial,
commercial mortgage, residential mortgage, consumer and credit card loan
portfolios by utilizing historical information and information currently
available about the loans within those portfolios that provides information as
to the likelihood of loss. The potential effect of current economic conditions
is also considered with respect to establishing general reserve amounts. As a
result of recent loss levels in consumer loans originated prior to 1999, the
provision for consumer loan losses was increased to a level approximating 1.5%
of consumer loans outstanding.

                                       21
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

Non-Interest Income
Non-interest income decreased by $1.7 million or $661,000 on an annualized basis
for the six months ending December 31, 1999, compared to a decrease of $362,000
or 12.0% for the year ended June 30, 1999. The percent change for December 31,
1999 has been annualized. The following table summarizes non-interest income for
the following time periods:

<TABLE>
<CAPTION>
                                                                                                Change From Prior Year
                                                                                                  Increase (Decrease)
                                                                                      -------------------------------------------
                                                          Amount                      December 31, 1999         June 30, 1999
                                       ------------------------------------------------------------------------------------------
                                       Six months ended Year ended  Year ended
                                          December 31,    June 30,   June 30,                  Annualized
                                             1999          1999        1998         Amount       Percent      Amount     Percent
---------------------------------------------------------------------------------------------------------------------------------
                                                        (Dollars In Thousands)
<S>                                        <C>           <C>          <C>           <C>          <C>           <C>          <C>
Fee income from real estate
  Development and management               $     88      $   196      $   191       $ (108)      (10.2)%       $   5        2.6%
Service charges on deposit
    Accounts                                    201          437          436         (236)       (8.0)            1         .2
Gain on sale of
   Real estate loans                            110          343          186         (233)      (35.9)          157       84.4
   Investment securities                                                   79                      0.0           (79)    (100.0)
Letter of credit fees                           291          582          657         (291)        0.0           (75)     (11.4)
Servicing fees on loans sold                     55           91           93          (36)       20.9            (2)      (2.2)
Release fees on multifamily loans                20           82           74          (62)      (51.2)            8       10.8
Real estate investment
   Banking fees                                  13           78          139          (65)      (66.7)          (61)     (43.9)
Agent fee income                                  4          333          650         (329)      (97.6)         (317)     (48.8)
Title fee income                                 18           72           10          (54)      (50.0)           62      620.0
Other                                           201          449          510         (248)      (10.5)          (61)     (12.0)
                                       ------------------------------------------------------------------------------------------

      Total non-interest income              $1,001       $2,663       $3,025      $(1,662)      (24.8)%       $(362)     (12.0)%
                                       ==========================================================================================
</TABLE>


Fidelity's level of activity in Section 42 real estate activities has continued
to decrease. Fidelity has recorded no Section 42 real estate development fees
over the past three years. Fee income from management activities for fiscal 1999
was approximately the same as 1998 even though there was a reduction during the
year in fee percentage from 5% to 4% collected on partnerships for which Village
Housing Corporation is the general partner. Management fee income for the six
months ended December 31, 1999, annualized decreased $20,000 from fiscal 1999
due to lower occupancy levels and a reduction in rent charged at certain
properties in an effort to increase occupancy levels. Service charges on deposit
accounts remained approximately the same in fiscal 1999 and 1998 despite a
reduction in the deposits. There is a slight decrease in the six months ended
December 31, 1999, annualized of $402,000 compared to the prior fiscal years due
to the continuing decrease in deposits. Net gains on the sale of single-family
loans during fiscal 1999 increased $157,000 over the same period in 1998,
resulting from increased loan originations during the year. Loan originations
during the six months ending December 31, 1999 have decreased due to the higher
level of mortgage interest rates compared to prior years. As a result,
annualized net gains of $220,000 were down $123,000 compared to fiscal 1999. No
securities were sold in the six months ending December 31, 1999 or fiscal 1999;
gains of $79,000 were recorded in 1998. Letter of credit fees annualized in the
short year and fiscal 1999 were $582,000 compared to $657,000 in fiscal year
1998. Outstanding letters of credit at December 31, 1999 and June 30, 1999 were
$44.6 million and $45.0 million respectively, compared to $55.5 million at June
30, 1998. Real estate investment banking fees continue to decrease from prior
years and are estimated to be minimal in the foreseeable future. Title fee
income decreased $36,000 on an annualized basis compared to fiscal 1999, but
increased $26,000 over fiscal 1998. The decrease is primarily due to a decrease
in loan volume compared to last year.

                                       22
<PAGE>

                    Fidelity Federal Bancorp and Subsidiaries

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


United has participated in an arrangement in which automobile loans are
originated on behalf of another organization for the last three fiscal years.
Agent fee income, which represents earned fees from these transactions,
decreased $317,000 for the year ended June 30, 1999 compared to fiscal 1999. In
January 1999, the head of United's consumer loan division and key members of the
consumer loan division staff left United to accept employment with a competitor.
As such, United's revenue from consumer loans has been sharply reduced. During
the fourth quarter of fiscal 1999, United hired a manager and staff to resume
this lending activity. United commenced certain types of consumer lending, such
as home equity lending as of June 30, 1999. United fully resumed indirect
lending during the first quarter of the fiscal period ended December 31, 1999.
Agent fees annualized for the six months ended December 31, 1999 were only
$8,000 compared to prior periods. United is currently retaining the majority of
these originations in the consumer loan portfolio. United has been adding new
consumer loans to the portfolio during the past six months, which adds to
consumer loan interest income, but not fee income.

Non-Interest Expense
Non-interest expense on an annualized basis increased $3.4 million or 49.7% for
the year ended December 31, 1999, compared to fiscal 1999 after decreasing by
$9.2 million or 57.2% in fiscal 1999 from 1998. The following table summarizes
non-interest expense for the six months ending December 31, 1999, and years
ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                    Change From Prior Year
                                                                                      Increase (Decrease)
                                                                       ------------------------------------------------
                                                                            December 1999             June 1999
                                ---------------------------------------------------------------------------------------
Year Ended
                              Six Months Ended  Year Ended  Year Ended
                                  December         June       June                  Annualized
                                   1999            1999       1998        Amount      Percent      Amount     Percent
-----------------------------------------------------------------------------------------------------------------------
                                       (Dollars in thousands)
<S>                                <C>           <C>        <C>        <C>              <C>        <C>           <C>
Salaries and employee benefits     $1,747        $3,414     $  3,341   $    (1,667)     (2.3)%     $   73        2.2%
Letter of credit valuation
   provision                        1,069          (715)       6,778         1,784    (399.0)%     (7,493)    (110.5)%
Write down of affordable
   housing partnership
   investments                        331           545        1,478          (214)    (47.5)        (933)     (63.1)
Legal and professional                379           379          304            (0)    100.0           75       24.7
Occupancy expense                     192           394          444          (202)     (2.5)         (50)     (11.3)
Equipment expense                     166           299          354          (133)     11.0          (55)     (15.5)
Data processing expense               247           407          456          (160)     21.4          (49)     (10.7)
Affordable housing group
   activity expenses                                             769                                 (769)    (100.0)
Advertising                            78           202          199          (124)    (22.8)           3        1.5
Deposit insurance                     156           244          140           (88)     27.9          104       74.3
SAIF assessment
Correspondent bank charges             79           154          160           (75)      2.6           (6)      (3.8)
Printing and supplies                  57           104          130           (47)      9.6          (26)     (20.0)
Loss on investment                     25           246           87          (221)    (25.2)         159      182.8
Telephone                              48            74           74           (26)     29.7            0        0.0
Postage                                42            95           79           (53)    (11.6)          16       20.3
Travel and lodging                     30            44           68           (14)     36.4          (24)     (35.3)
Other operating expense               502           992        1,215          (490)      5.0         (223)     (18.4)
                                ---------------------------------------------------------------------------------------

   Total non-interest expense      $5,148        $6,878      $16,076       $(1,730)     49.7%     $(9,198)     (57.2)%
                                =======================================================================================
</TABLE>

                                       23
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

The increase in total non-interest expense annualized for the six months ending
December 31, 1999, as compared to fiscal 1999, relates primarily to expenses
associated with Fidelity's Section 42 tax credit real estate development
program. Due to a deterioration in cashflows and occupancy during the six months
ending December 31, 1999, additional letter of credit provisions of $1.1 million
were recognized. Volatility in cashflows, occupancy and other performance
measurements can create large variances in reserves that are necessary based on
quarterly loan and letters of credit reviews of the partnerships. Writedowns on
affordable housing partnerships were $331,000 for the six months ended December
31, 1999 or $662,000 annualized. This is a $117,000 increase over fiscal 1999
primarily due to the same issues mentioned above. The letter of credit provision
was $6.8 million in fiscal 1998. Due to refinancings and reductions of
classified letters of credit, a portion of $6.8 million in reserves were
reversed in fiscal 1999. Although the majority of the letters of credit reserve
relates to the Section 42 program, a portion of this reserve relates to letters
of credit that are not related to the Section 42 program. Included in the 1998
expense of $769,000 were abandoned projects expense of $213,000 and write-offs
of partnership management, investment banking, real estate development and
letter of credit fees totaling $384,000. Abandoned projects expense consists of
costs that were incurred at sites that will not be fully developed.

Salaries and employee benefits on an annualized basis increased $80,000 over
fiscal 1999 due primarily to open positions in the consumer lending area during
fiscal 1999 that were filled in the six month period ending December 31, 1999.
In addition, severance expense of $50,000 associated with the elimination of
duplicative positions within Fidelity was recognized. For both the six months
and fiscal 1999 legal and professional fees were $379,000 for each time period
compared to $304,000 for fiscal 1998. Legal and professional fees are higher
primarily due to additional costs incurred for workout activities with respect
to various classified assets, and other legal actions commenced by Fidelity,
including actions connected with Fidelity's efforts to divest of its Section 42
tax-credit property loans and investments. An additional $103,000 in legal fees
associated with the Lincolnshire transaction that was terminated in November
1999 were also incurred during the six month period. Legal fees of $21,000
associated with the Pedcor transaction were also expensed during the six months
ending December 31, 1999. Occupancy expense for the six months ending December
31, 1999 was approximately the same as fiscal 1999 on an annualized basis.
Equipment expense increased $33,000 on an annualized basis over fiscal 1999
primarily due to higher cost repairs on equipment than last year. Data
processing expense was $247,000 for the six month period compared to $407,000 in
fiscal 1999. Year 2000 expense and improved data communications between the
branches accounts for the increase during the six months ending December 31,
1999 over fiscal 1999 on an annualized basis. Data processing expense for fiscal
1999 decreased $49,000 from fiscal 1998 due to a smaller number of transactions
with the data processor resulting from the reduction in Fidelity's asset size.
Deposit insurance increased $68,000 on an annualized basis due to the change in
United's risk classification compared to the prior year. Fidelity recorded its
percentage share of losses, as accounted for under the equity method of
accounting, for its investments in various IRS Section 42 developments of
$50,000 annualized compared to $246,000 and $87,000 in the prior years. These
writedowns are partially offset by tax credits received and recorded as
reductions of income tax expense. Other operating expense on an annualized basis
increased slightly over fiscal 1999 by $12,000. Management continues to monitor
expenses closely.

Income Tax Benefit
The income tax benefit was $1.7 million or $3.4 million annualized for the six
months ending December 31, 1999 compared to $338,000 and $5.2 million for fiscal
1999 and 1998, respectively. This represents a $3.0 million increase in income
tax benefits primarily resulting in a decrease in taxable income. Income tax
benefit decreased $4.9 million for the year ended June 30, 1999 compared to the
same period in 1998, primarily due to an increase in taxable income. Included in
the tax benefit of $1.7 million for the six months ending December 31, 1999 are
tax credits of $193,000. These credits are received from Fidelity's investment
in Section 42 affordable housing projects and comprise a portion of the return
on these investments. Fidelity also receives the tax benefit of its percentage
of the operating losses for those projects. Some of the benefits associated with
these tax credits are partially offset by reductions of the investment in the
Section 42 projects, which are included in the above table under the caption
"Loss on Investment". The effective tax rate for the six months ended December
31, 1999 was 44.7% compared to 117.8% and 43.3% for fiscal 1999 and 1998,
respectively.

                                       24
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

The change in the deferred tax asset balance from June 30, 1997 to June 30, 1998
was $3,368,000 and was due primarily to the loss incurred in fiscal 1998. At
June 30, 1998, a portion of the net operating loss was carried forward and a
portion was carried back to generate refunds from prior tax years. The portion
that was carried back "freed up" credits utilized in prior years. These credits
are now being carried forward. The remainder of the change in the deferred tax
balance is primarily due to writedowns of assets that are not deductible for tax
purposes for fiscal 1998.

A consideration of a valuation allowance for the deferred tax asset was made at
December 31, 1999 and June 30, 1999 and 1998 after projecting the reversal of
the deferred items. These analyses were based on projected operating income in
future years, action plans developed and partially implemented included in a
newly developed business plan, cost reductions, planned sale of a portion of
United's limited partnership interests and the completion of Fidelity's
transaction with Pedcor Holdings LLC ("Pedcor"). Please refer to the last
footnote in the Notes to Consolidated Financial Statements for further details
regarding the Pedcor transaction. These analyses showed that it was more likely
than not that all carryforwards would be utilized within the carryforward
periods (federal and state) and therefore no valuation allowance was recorded.
The analyses assume that Fidelity will execute approximately 50% of the
initiatives included within its current business plan, sell approximately 50% of
its limited partnerships interests (reducing tax credits granted annually) and
then achieve 5 to 10% growth in annual earnings thereafter. The level of
earnings contemplated by these analyses, if achieved, will still constitute, for
the majority of the carry forward periods, earnings levels that are below other
thrift holding companies included within Fidelity's peer group. The analyses to
consider the need for a valuation allowance for the deferred tax asset are
subject to certain risks and uncertainties that could impact the final
determination regarding the amount of the valuation allowance. These risks
include the failure of the Company to complete the transaction with Pedcor, the
failure to implement the newly developed business plan including cost
reductions, or the planned sale of United's limited partnership interests.


Year 2000

For the past several years, Fidelity has been taking corrective measures to
ensure that, on January 1, 2000, its computer systems and equipment that use
embedded computer chips would be able to distinguish between "1900" and "2000."
Fidelity also undertook corrective measures to avoid any business disruptions on
February 29, 2000 as a result of the millennium's first leap year. Due to these
efforts, Fidelity has not experienced any material system errors or failures as
a result of Year 2000 issues. Prior to December 31, 1999, Fidelity assigned
certain individuals to act as a single point of coordination and information
about all Year 2000 events, whether internal or external, that could impact
normal business processes. In addition, Fidelity will continue its business as
usual practices to monitor its computer systems and infrastructure, as well as
the Year 2000 efforts of third parties with which the Corporation does business.
Although Fidelity does not anticipate that any future Year 2000 issues will
result in a material impact on Fidelity, there can be no assurance that this
will be the case. Fidelity has incurred cumulative Year 2000 costs of
approximately $250,000 through December 31, 1999. A significant amount of these
costs was not incremental to Fidelity but instead constituted a reallocation of
existing internal systems technology resources and, accordingly, was funded from
normal operations. Remaining costs are expected to be immaterial and similarly
funded. Forward-looking statements contained in the foregoing "Year 2000"
section should be read in conjunction with the cautionary statements included in
the introductory paragraphs under "Management's Discussion and Analysis of
Results of Operations and Financial Condition".

Financial Condition
Total assets at December 31, 1999 decreased $796,000 to $171.5 million from
$172.2 million in fiscal 1999. Average assets for the six months ended December
31, 1999 decreased 10.9% from fiscal 1999 to $170.7 million. Average
interest-bearing liabilities decreased $18.9 million as Fidelity used loan
payoff proceeds to reduce borrowings and agent-acquired certificates of deposit,
which represent a higher-cost source of funds for Fidelity.

The decrease in total assets is primarily the result of loan payoffs,
refinancing and payments received on commercial, multifamily and fixed 1-4
family mortgage loans. Fidelity has continued to sell current production of
fixed 1-4 family mortgages to investors in the secondary market, therefore the
mortgage loan portfolio continues to decline.

                                       25
<PAGE>


Loans
The following table shows the composition of Fidelity's loan portfolio as of
December 31, 1999 and June 30:

<TABLE>
<CAPTION>
                                          December        June          June         June           June
                                            1999          1999          1998         1997           1996
-----------------------------------------------------------------------------------------------------------
                                                                     (In Thousands)
<S>                                      <C>           <C>           <C>           <C>           <C>
Real estate mortgage loans
   First mortgage loans
      Conventional                       $  48,845     $  49,733     $  71,343     $  94,293     $ 106,344
      Construction                           1,867         6,732        16,110        32,577        36,938
      Commercial                             8,576        14,140        20,753        26,668        18,267
      Multi-family loans                     3,629         7,597         5,742         9,602        15,420
      First mortgage real estate loans
         purchased                           1,899         2,061         2,704         3,184         7,612
                                        -------------------------------------------------------------------
                                            64,816        80,263       116,652       166,324       184,581
   Commercial loans, other than
      secured by real estate                 4,154         6,076        11,568        12,522         9,393
   Consumer and home equity loans           29,970        27,618        31,512        26,118        23,247
                                        -------------------------------------------------------------------
        Total loans                         98,940       113,957       159,732       204,964       217,221
   Allowance for loan losses                (2,021)       (3,521)       (3,049)       (1,781)       (1,059)
                                        -------------------------------------------------------------------

        Net loans                        $  96,919     $ 110,436     $ 156,683     $ 203,183     $ 216,162
                                        ===================================================================

        Total assets                     $ 171,457     $ 172,253     $ 197,046     $ 240,819     $ 262,216
                                        ===================================================================

        Total loans to total assets           57.7%         66.2%         81.1%         85.4%         82.8%
                                        ===================================================================
</TABLE>

Fidelity began selling current production of 1-4 family loans in 1997, recording
the gain or loss and using the proceeds to fund new products. With this strategy
in place, conventional real estate mortgage loans decreased $45.4 million from
June 30, 1997 to December 31, 1999.

Construction loans decreased by $4.9 million at December 31, 1999 from June 30,
1999. Construction loans at December 31, 1999 include only $1.5 million of
multi-family loans, compared to $5.9 million at June 30, 1999. Multi-family
loans decreased $4.0 million from the prior fiscal year due to Fidelity's
efforts on reducing classified assets and charge offs of $2.6 million. Fidelity
continues to pursue refinancing opportunities for available outlets for the
remaining classified multifamily loans, commercial loans and letters of credit.

Commercial real estate loans and commercial loans have continued to decrease
since 1997 due to payoffs, paydowns and an overall decline in originations. One
additional factor playing a role in this decrease is the Supervisory Agreement
that United is currently under which restricts new commercial lending. Refer to
the "Other Restrictions" footnote for additional information. The focus of
United's commercial lending department has been to develop action plans to
minimize potential losses relating to its classified commercial credits and its
letter of credit exposure. Multi-family loans overall, including construction,
have decreased since 1995 as Fidelity has sold participations in the loans or
received payoffs because of the availability of more favorable financing
alternatives. In several cases where multi-family loan borrowers required more
favorable financing alternatives, Fidelity has issued a standby letter of credit
and continued to assume the credit risk associated with the financing.

Consumer and home equity loans increased $2.4 million from June 30, 1999 to $30
million at December 31, 1999. United has reestablished its presence in the
indirect auto lending market during the past six months. Recent staff
replacements to the consumer loan department in late fiscal 1999 have
contributed to the increase in the consumer and home equity loan portfolios.

                                       26
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition



Fidelity's loan portfolio contains no loans to foreign governments, foreign
enterprises, foreign operations of domestic companies or highly leveraged
transactions, nor any concentration to borrowers engaged in the same or similar
industries that exceed ten percent of total loans.

Loan Maturities
The following table sets forth the remaining maturities for certain loan
categories as of December 31, 1999:

<TABLE>
<CAPTION>
                               Within One  One to Five  After Five
                                  Year        Years        Years    Total
---------------------------------------------------------------------------
                                               (In Thousands)
<S>                              <C>         <C>         <C>       <C>
Real estate mortgage loans       $ 3,029     $12,655     $49,132   $64,816
Consumer and home equity loans    12,628      16,360         982    29,970
Commercial loans                   1,208       2,946                 4,154
                                 ------------------------------------------

        Total                    $16,865     $31,961     $50,114   $98,940
                                 ==========================================

Predetermined interest rates     $ 8,685     $24,963     $26,503   $60,151
Floating interest rates            8,180       6,998      23,611    38,789
                                 ------------------------------------------

                                 $16,865     $31,961     $50,114   $98,940
                                 ==========================================
</TABLE>



                      (This space intentionally left blank)








                                       27
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

Non-Performing Loans
Fidelity discontinues the accrual of interest income on loans when, in the
opinion of management, there is reasonable doubt as to the timely collectibility
of interest or principal. When a loan reaches a ninety day or more past due
status, the asset is generally repossessed or sold, if applicable, or the
foreclosure process is initiated and the loan is re-classified to other real
estate owned to be sold. A loan could be placed in a nonaccrual status sooner
than ninety days, if management knows the customer has abandoned the collateral
and has no intention of repaying the loan. At this point, management
discontinues the accrual of interest and Fidelity would initiate the
repossession or foreclosure process. Typically, when a loan reaches nonaccrual
status, the accrued interest is reversed from income, unless strong evidence
exists that the value of the collateral would support the collection of interest
in a foreclosure situation. Nonaccrual loans are returned to an accrual status
when, in the opinion of management, the financial position of the borrower
indicates that there is no longer any reasonable doubt as to the timely payment
of principal and interest. Income received on nonaccrual loans was $18,000 for
the six months ended December 31, 1999, $157,000 in fiscal 1999 and $10,000 in
1998. Additional interest income of approximately $13,000, $214,000, and $33,000
for the six months ended December 31, 1999, fiscal 1999, and 1998, respectively,
would have been recorded had income on nonaccruing and restructured loans been
considered collectible and accounted for on an accrual basis.

The following table provides information on Fidelity's non-performing loans as
of December 31, 1999 and June 30:

<TABLE>
<CAPTION>
                                                December 31,  June 30,     June 30,      June 30,    June 30,
                                                   1999         1999         1998          1997        1996
--------------------------------------------------------------------------------------------------------------
                                                                              (Dollars In Thousands)
<S>                                               <C>          <C>          <C>          <C>          <C>
Non-accrual loans
   Real estate mortgage                           $  253       $   76       $  461       $  256       $  342
   Multi-family                                      229        4,112
Total non-accrued loans                              482        4,188          461          256          342
Restructured
   Real estate mortgage
   Consumer                                           75           77
    Commercial                                       118
Total restructured loans                             193           77
90 days or more past due and accruing
   Consumer                                          135          164           86           29           43
   Commercial                                        313          632           26
                                               --------------------------------------------------------------
Total 90 days or more past due and accruing          448          796          112           29           43
                                               --------------------------------------------------------------

        Total non-performing loans                $1,123       $5,061       $  573       $  285       $  385
                                               ==============================================================

Ratio of non-performing loans to total loans        1.14%        4.44%         .36%         .14%         .18%
                                               ==============================================================
</TABLE>

Non-performing loans were 1.14% of total loans at December 31, 1999, as compared
to 4.44% of total loans at June 30, 1999 and consisted primarily of commercial
and multi-family loans. The decrease in non-performing loans is due to one large
multi-family loan to an unaffiliated borrower which was paid off in October
1999. Multi-family affordable housing loans, for which specific reserves have
been computed, are currently performing with respect to debt service and are,
therefore, not included in the above "non-performing loans" totals. The ability
of the multi-family loans to remain performing is in part due to general partner
or other advances made by Fidelity to support cash flow deficits incurred by the
affordable housing projects. During the six month period ended December 31,
1999, $541,000 was accrued by Village Housing Corporation for delinquent real
estate and property taxes, deferred maintenance and delinquent debt service
payments. The $541,000 was recorded due to the probability of not being
reimbursed for these necessary expenditures by the partnerships in the
foreseeable future. There is no assurance that general partner advances will not
be necessary in the future to support further cash flow deficits, or that
Fidelity will not have to extend funds in order to protect its collateral
position with respect to the loans. The majority of recorded general partner
advances were charged off in fiscal 1998.

                                       28
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


Analysis of Allowance for Loan Losses and Letter of Credit Valuation Allowance
Fidelity establishes its provision for loan losses and evaluates the adequacy of
the allowance for loan losses based on management's evaluation of the
performance of its loan and letter of credit portfolio. Such evaluation, which
includes a review of all loans and letters of credit for which full
collectibility may not be reasonably assured, considers among other matters, the
present value of capitalized cash flows, the estimated fair value of the
underlying collateral, economic conditions, historical loss experience, the
composition of the portfolios and other factors that warrant recognition in
providing for an adequate loan loss allowance and letter of credit valuation
allowance. This evaluation is performed on a monthly basis and is designed to
ensure that all relevant matters affecting collectibility will consistently be
identified in a detailed review and that the outcome of the review will be
considered in a disciplined manner by management in determining the necessary
allowances and related provisions. The amounts actually reported in each period
will vary with the outcome of this detailed review.

Classified Assets and Letters of Credit
(In Thousands)

<TABLE>
<CAPTION>
                                                    December 31,   June 30,
                                                        1999         1999
----------------------------------------------------------------------------
<S>                                                    <C>          <C>
Classified assets                                      $8,991       $19,680
Classified letters of credit                           13,218        20,977
                                                    ------------------------
      Total classified assets/letters of credit       $22,209       $40,657
                                                    ========================
</TABLE>

Classified and criticized assets of Fidelity totaled $22.2 million at December
31, 1999 compared to $40.7 million at June 30, 1999 a decrease of 45.4%.
Classified assets and letters of credit were 167.8% and 246.4% of Fidelity's
capital and reserves at December 31, 1999 and June 30, 1999, respectively.

Impaired loans are those that management believes will not perform under the
original loan terms. At December 31, 1999, Fidelity had impaired loans totaling
$7.4 million compared to $16.5 million at June 30, 1999, a decrease of 55.1%.
The 55.1% decrease in impaired loans recognizes Fidelity's ongoing efforts and
dedication in reducing classified loans. Fidelity recognizes there is still a
substantial risk in the remaining classified assets. The allowance for losses on
such impaired loans totaled $1.1 million and $1.8 million and is included in
Fidelity's allowance for loan losses at December 31, 1999 and June 30, 1999,
respectively. In addition, using the same guidelines for impaired loans,
impaired letters of credit at December 31, 1999 total $13.2 million versus $21.0
million at June 30, 1999, a decrease of 37.1%. The valuation allowance on such
impaired letters of credit totaled $5.8 million and $5.2 million and is included
in Fidelity's letters of credit valuation allowance at December 31, 1999 and
June 30, 1999, respectively. Impaired loans do not include large groups of
homogeneous loans that are collectively evaluated for impairment, such as,
residential mortgage and consumer installment loans.

                                       29
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

The following table sets forth loan charge-offs and recoveries by the type of
loan and an analysis of the allowance for loan losses at December 31, 1999 and
the fiscal years ended June 30:

<TABLE>
<CAPTION>
                                 December 31,     June 30,       June 30,        June 30,       June 30,
                                    1999            1999           1998            1997           1996
----------------------------------------------------------------------------------------------------------
                                                               (In Thousands)
<S>                <C>            <C>            <C>             <C>            <C>            <C>
Allowance for loan losses
   balance at July 1              $   3,521      $   3,049       $   1,781      $   1,059      $     713
                                  ------------------------------------------------------------------------
Loan charge offs
   Real estate mortgage                                                 15            100             12
   Multi-family                       2,631                          3,089
   Commercial                            11             14                             25
   Consumer                             235            324             195            142            128
                                  ------------------------------------------------------------------------
      Total loan charge offs          2,877            338           3,299            267            140
                                  ------------------------------------------------------------------------

Loan recoveries
   Real estate mortgage                                 15                              3             17
    Multi-family                          3
   Commercial                             3              3
   Consumer                              26             35              24             11             14
                                  ------------------------------------------------------------------------
      Total loan recoveries              32             53              24             14             31
                                  ------------------------------------------------------------------------

Net charge offs                       2,845            285           3,275            253            109

Reclassifications                                      895

Provision for loan losses             1,345           (138)          4,543            975            455
                                  ------------------------------------------------------------------------

Allowance for loan losses
   at end of period               $   2,021      $   3,521       $   3,049      $   1,781      $   1,059
                                  ========================================================================

Ratio of net charge offs to
average loans outstanding
during period                          5.20%           .21%           1.81%           .12%           .05%
                                  ========================================================================

Ratio of provision for loan
   losses to average loans
   outstanding during period           2.46%          (.10)%          2.52%           .46%           .20%
                                  ========================================================================

Ratio of allowance for loan
   losses to total loans
   outstanding at year end             2.04%          3.09%           1.91%           .87%           .49%
                                  ========================================================================

Average amount of loans
   outstanding for the period     $ 108,455      $ 137,794       $ 180,530      $ 213,793      $ 226,874
                                  ========================================================================

Amount of loans outstanding
   at end of period               $  98,940      $ 113,957       $ 159,732      $ 204,964      $ 217,221
                                  ========================================================================
</TABLE>

                                       30
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

The allowance for loan losses was $2.0 million at December 31, 1999 compared to
$3.5 million at June 30, 1999. Net loan charge-offs were $2.8 million or 5.20%
of average loans for the six months ended December 31, 1999 compared to $285,000
or .21% of average loans for the year ended June 30, 1999. During the six months
ended December 31, 1999, Fidelity reevaluated some of the loans that it had
previously established reserves for in fiscal 1998 and charged off $2.8 million
in loans. In addition, it was determined a $3.2 million loan originated for the
financing of a hotel was not meeting its cash flow projections, and thus was
classified. This substandard classification resulted in an approximate $470,000
increase in the allowance for loan losses. Based on recent loss experience in
United's consumer loan portfolio originated prior to 1999, United increased the
allowance for loan losses to $496 at December 31, 1999, or approximately 1.5% of
consumer loans outstanding.

During the six months ended December 31, 1999 an additional provision for letter
of credit losses of $1.1 million was recognized due to deterioration in the
affordable housing portfolio. A letter of credit was funded during the first
quarter of fiscal 1999 and was classified as a non-accrual loan upon conversion.
This loan was previously classified as a substandard letter of credit with a
specific reserve of $895,000. The loan was paid in full during the second
quarter of fiscal 1999 and Fidelity reclassified the $895,000 specific reserve
to the general allowance for loan losses. As discussed previously, Fidelity
increased the provision for loan losses during fiscal 1998 primarily in
connection with loans made to certain Section 42 tax-credit real estate
development projects that Fidelity was currently managing. Fidelity has loans
and letters of credit securing third-party loans to these projects and also has
other loans and letters of credit outstanding that are related to other
multi-family developments, most of which are outside Fidelity's geographic
market.

Fidelity also recorded a letter of credit valuation allowance and related
provision of $6.8 million in fiscal 1998, the balance of which is $5.8 million
at December 31, 1999. The decrease is primarily due to the transfer of $895,000
from the letter of credit valuation allowance to the allowance for loan losses.
Multi-family letters of credit, an off-balance sheet item, carry the same risk
characteristics as conventional loans and totaled $44.5 million at December 31,
1999. The valuation allowance for letters of credit, as a percentage of total
outstanding letters of credit, were 13.0% at December 31, 1999 as compared to
11.5% at June 30, 1999. Classified loans and letters of credit to total loans
and letters of credit were 16.5% at December 31, 1999 and 24.2% at June 30,
1999. Management is not currently aware of any additional letters of credit that
are expected to be called or funded. Management considers the allowance for loan
losses and letter of credit valuation reserve adequate to meet losses inherent
in the loan portfolio as of December 31, 1999.



                                       31
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

Allocation of Allowance for Loan Losses
The allocation for loan losses and the percentage of loans within each category
to total loans at December 31, 1999 and at June 30, are as follows:

<TABLE>
<CAPTION>
                                           Allocation of Amount
                             ----------------------------------------------------------------------------
                               December 31,      June 30,         June 30,        June 30,       June 30,
                                   1999            1999             1998            1997           1996
---------------------------------------------------------------------------------------------------------
                                               (In Thousands)
<S>                              <C>             <C>              <C>             <C>            <C>
Real Estate Mortgage
   Conventional                  $   103         $    99          $   173         $   153        $   155
   Multi-family                      482           2,177            1,868             994            420
Home equity and consumer             496             182              275             168            214
Commercial                           940           1,063              733             466            270
                             ----------------------------------------------------------------------------

      Total                       $2,021          $3,521           $3,049          $1,781         $1,059
                             ============================================================================

                                        Percentage of Loans to Total Loans
                             ----------------------------------------------------------------------------
                              December 31,      June 30,         June 30,        June 30,       June 30,
                                  1999            1999             1998            1997           1996
---------------------------------------------------------------------------------------------------------
Real Estate Mortgage
   Conventional                   51.3%           46.2%            48.7%           53.9%          63.2%
   Multi-family                    3.7            11.5             11.4            14.3           13.4
Home equity and consumer          30.3            24.2             19.7            12.7           10.7
Commercial                        14.7            18.1             20.2            19.1           12.7
                             ----------------------------------------------------------------------------
      Total                      100.0%          100.0%           100.0%          100.0%         100.0%
                             ============================================================================
</TABLE>


                                       32
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition

Association with Section 42
As noted previously, Fidelity has various investments in seventeen real estate
development projects located throughout Indiana, Illinois and Kentucky.
Management considers the projects and properties to be in good condition.
Fidelity has various Section 42 loans, general partner loans, equity investments
and letters of credit associated with these projects. The following table
summarizes Fidelity's association with these projects:

<TABLE>
<CAPTION>
                                                                                          Balances
                                                   -------------------------------------------------------------------------------
                                                   Conventional Bank      General
                                                       Financing       Partner Loans*    Additional      Equity       Letters of
                                                                                            Notes     Investments       Credit
                                                   -------------------------------------------------------------------------------
<S>             <C> <C>                                   <C>                 <C>                      <C>              <C>
Balance at June 30, 1998                                  $5,325              $606               -     $1,686           $19,423
  Increases                                                   61                13             284          -                 -
  Paydowns, payoffs, or loss on investment                  (563)             (369)              -       (262)                -
  Payoffs of loans secured by letters of credit                -                 -               -          -            (2,757)
  Charge-offs                                                  -                 -               -       (545)                -
                                                   -------------------------------------------------------------------------------
Balance at June 30, 1999                                   4,823               250             284        879            16,666
  Increases                                                    -                 -               -         58                 1
  Paydowns, payoffs, or loss on investment                (1,401)             (152)            (77)         -                 -
  Charge-offs                                               (994)              (85)           (151)      (235)             (450)
                                                   -------------------------------------------------------------------------------
Balance at December 31, 1999                              $2,428               $13             $56       $702           $16,217
                                                   ===============================================================================


                                                     Specific reserves included in allowance for loan
                                                                          losses
                                                   -------------------------------------------------------------------------------
                                                                                                         Specific      Valuation
                                                   Conventional Bank      General         Allowance      Reserves      Allowance
                                                       Financing       Partner Loans      Additional    For Equity  For Letters of
                                                                                            Notes      Investments      Credit
                                                   -------------------------------------------------------------------------------
Balance at June 30, 1998                                    $878               $56               -          75           $5,300
  Provision-year ended June 30, 1999                        (205)               69              44         470             (532)
  Charge-offs                                                  -                 -               -        (545)               -
                                                   -------------------------------------------------------------------------------
Balance at June 30, 1999                                     673               125              44           -            4,768
  Provision-six months ended December 31, 1999               651               (40)            111         253              606
  Funding on outstanding letter of credit                      -                 -               -           -             (450)
  Charge-offs                                               (994)              (85)           (151)       (235)               -
                                                   -------------------------------------------------------------------------------
Balance at December 31, 1999                                 330                 -               4          18            4,924
                                                   ===============================================================================
</TABLE>


*Per the partnership agreement, each partnership could request up to a specified
amount of additional money to cover shortfalls at the partnerships, therefore no
original amount is specified.

Investment Securities
United's investment policy is annually reviewed by its Board of Directors. Any
significant changes to the policy must be approved by the Board. The Board has
an asset/liability management committee, which is responsible for keeping the
investment policy current.

                                       33
<PAGE>

                    Fidelity Federal Bancorp and Subsidiaries

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


At December 31, 1999, the investment portfolio represented 14.2% of Fidelity's
assets, compared to 15.9% at June 30, 1999, and is managed in a manner designed
to meet the Board's investment policy objectives. During fiscal 1999 due to
continued reductions in the loan portfolio, the excess liquidity was reinvested
in lower risk investment securities. The primary objectives, in order of
priority, are to further the safety and soundness of Fidelity, to provide the
liquidity necessary to meet day to day, cyclical, and long-term changes in the
mix of Fidelity's assets and liabilities and to provide for diversification of
risk and management of interest rate and economic risk. At December 31, 1999,
the entire investment portfolio was classified as available for sale. The net
unrealized loss at December 31, 1999, which is included as a component of
stockholders' equity, was $775,000 and was comprised of gross losses of
$1,284,000 and a tax benefit of $509,000. The increase in unrealized loss was
caused by market interest rate changes during the period. Although the entire
portfolio is available for sale, management has not identified specific
investments for sale in future periods.


The following table sets forth the components of United's available-for-sale
investment portfolio as of December 31, 1999 and June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                              December 31,    June 30,    June 30,
                                                  1999          1999        1998
-------------------------------------------------------------------------------------
                                                          (In Thousands)
<S>                                             <C>           <C>            <C>
Investment securities available for sale
   U. S. Treasury                                                           $1,001
   Federal agency securities                                                 2,985
   Federal Home Loan Mortgage Corporation
      mortgage-backed securities                $  1,043      $  1,202       1,779
   Federal National Mortgage Association
      mortgage-backed securities                   1,377         1,510       1,945
   Government National Mortgage Association
      mortgage-backed securities                  21,885        24,613       2,144

                                              ---------------------------------------

        Total securities available for sale      $24,305       $27,325      $9,854
                                              =======================================
</TABLE>

United's investment securities portfolio decreased by $3.0 million to $24.3
million at December 31, 1999, compared to $27.3 million at June 30, 1999. The
current year's decrease is the result of maturities and paydowns received during
the year. In fiscal 1999, United purchased $25.4 million of GNMA securities. As
mentioned above, this was the result of excess liquidity generated from the
reduction in the loan portfolio. United holds various types of securities,
including mortgage-backed securities. Inherent in mortgage-backed securities is
prepayment risk. Prepayment rates generally can be expected to increase during
periods of lower interest rates as some of the underlying mortgages are
refinanced at lower rates. Conversely, the average lives of these securities
generally are extended as interest rates increase.

                                       34
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


The following table sets forth the contractual maturities of investment and
mortgage-backed securities as of December 31, 1999, and the weighted average
yields of such securities. The contractual maturities of mortgage-backed
securities are not typically indicative of the actual holding period for such
investments, as pre-payments on the underlying mortgage loans will reduce the
average life of the investment, based on prevailing market interest rates.

<TABLE>
<CAPTION>
                               -------------------------------------------------------------------------------------------
                                    After One But      After Five But Within
                                  Within Five Years          Ten Years           Over Ten Years             Total
--------------------------------------------------------------------------------------------------------------------------
                                 Amount      Yield      Amount     Yield       Amount     Yield      Amount      Yield
--------------------------------------------------------------------------------------------------------------------------
<S>                                <C>        <C>       <C>         <C>       <C>          <C>      <C>           <C>
Federal Home Loan Mortgage
   Corporation                      $408       7.06%          $               $    635      5.81%   $  1,043       6.29%
Federal National Mortgage
   Association                       424       7.00                                953      6.01       1,377       6.31
Government National Mortgage
   Association                         1       7.00       3,920      6.98%      17,964      6.91      21,885       6.92
                               -------------          ------------           ------------          -------------

      Total                         $833       7.03%     $3,920      6.98%     $19,552      6.83%    $24,305       6.86%
                               =============          ============           ============          =============

      Percent of total                 3%                    16%                    81%                  100%
                               =============          ============           ============          =============
</TABLE>


Funding Sources

Deposits
Fidelity attracts both short-term and long-term deposits from the retail market
by offering a wide assortment of accounts with different terms and different
interest rates. These deposit alternatives include checking accounts, regular
savings accounts, money market deposit accounts, fixed rate certificates with
varying maturities, variable interest rate certificates, negotiable rate jumbo
certificates ($100,000 or more), and variable rate IRA certificates.

Average deposits decreased by $17.6 million for the year ended December 31,
1999. The decrease came primarily in the area of agent-acquired certificates and
core certificates of deposit, for which the average balance decreased $15.3
million and $743,000, respectively. The average balance of NOW, money market ,
and savings accounts decreased by $1.3 million, $188,000 and $425,000,
respectively, from fiscal 1999, while the average balance of demand accounts
increased $373,000 over fiscal 1999. According to the provisions of the
Supervisory Agreement, Fidelity is unable to use agent-acquired certificates as
a funding source. Agent-acquired certificates of deposit were acquired at rates
higher than the current local market for retail deposits, but generally below
rates charged for FHLB advances.

                                       35
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


The following table sets forth the average balances of and the average rate paid
on deposits by deposit category for the years ended December 31, 1999 and June
30, 1999, and 1998.

<TABLE>
<CAPTION>
                                               December 31,                June 30,               June 30,
                                                  1999                      1999                    1998
                                          ---------------------------------------------------------------------------
Average Deposits                            Amount       Rate        Amount        Rate     Amount        Rate
---------------------------------------------------------------------------------------------------------------------
                                                     (In Thousands)
<S>                                         <C>          <C>         <C>           <C>      <C>           <C>
Demand                                     $   6,097                $   5,724              $   5,229
NOW accounts                                  19,107     3.39%         20,436      3.50%      22,211      4.24%
Money market accounts                          2,545     2.03           2,733      2.23        3,027      2.71
Savings accounts                               4,657     2.26           5,082      2.32        4,813      2.83
Certificates of deposit                       78,329     5.60          79,072      5.76       85,699      5.80
Agent-acquired certificates of deposit        18,147     5.88          33,467      6.02       42,443      6.26
                                          -----------              -----------            -----------

           Totals                           $128,882     4.85%       $146,514      5.10%    $163,422      5.38%
                                          ===========              ===========            ===========
</TABLE>

The following table summarizes certificates of deposit in amounts of $100,000 or
more by maturity as of the following dates:

                                   December 31,      June 30,      June 30,
                                      1999             1999          1998
-----------------------------------------------------------------------------
                                                 (In Thousands)

Three months or less                $  5,656        $  4,218     $   2,716
Three to six months                    7,727           1,364         4,008
Six to twelve months                   2,766           7,760         4,227
Over twelve months                     6,825           3,763        11,471
                                  -------------------------------------------

           Totals                    $22,974         $17,105       $22,422
                                  ===========================================

Borrowings
Fidelity's long-term debt decreased $5.6 million from fiscal 1999 primarily due
to a decrease in Federal Home Loan Bank advances of $3.5 million and the payoff
of $2.2 million on notes payable secured by specific multifamily loans. The
payoff of the specific multifamily loans securing these notes was the result of
Fidelity locating refinancing for the mortgages securing these notes and
represented a continued commitment of Fidelity's loan workout efforts. With the
current dividend restrictions in the Supervisory Agreement, a $2.0 million loan
was obtained in fiscal 1999 to meet anticipated cash requirements of the parent
company. Alternate funding sources for United were provided by loan sales and
loan payoffs, as well as through retail deposits for United.

                                       36
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition



Short-term borrowings totaled only $89,000 at December 31, 1999, which
represented a decrease of $39,000 since June 30, 1999. The Treasury Tax and Loan
Note Option was the only short-term borrowing utilized for the six months ended
December 31, 1999. During fiscal 1999, the guaranteed investment contracts
matured.


Capital Resources
Fidelity's stockholders' equity decreased $2.4 million to $5.4 million at
December 31, 1999, compared to $7.8 million at June 30, 1999. The change in
stockholders' equity was accounted for by a net loss of $2.1 million and an
increase in the in the net unrealized loss on securities available for sale of
$317,000.

Total capital for United consists of Tier I capital plus the allowance for loan
losses. Minimum capital levels are 4% for the leverage ratio, which is, defined
as Tier I capital as a percentage of total assets less goodwill and other
identifiable intangible assets; 4% for Tier I to risk-weighted assets; and 8%
for total capital to risk-weighted assets. United's capital ratios have exceeded
each of these levels. The leverage ratio was 6.8% for the year ended December
31, 1999 and 8.5% for June 30, 1999, tier I capital to risk-weighted assets was
9.1% and 10.5% and total capital to risk-weighted assets was 14.3% and 15.4% at
December 31, 1999 and June 30, 1999. Book value per share, excluding unrealized
losses on investment securities, decreased to $1.97 at December 31, 1999,
compared to $2.63 six months earlier. Including, unrealized losses, book value
per share was $ 1.72 and $2.48, respectively.

The capital category assigned to an entity can also be affected by qualitative
judgements made by regulatory agencies about the risk inherent in the entity's
activities that are not part of the calculated ratios. At December 31, 1999 and
June 30, 1999, the Bank is categorized as well capitalized and met all capital
adequacy requirements at those dates; however, per the Supervisory Agreement,
the OTS felt additional capital was necessary based on asset quality concerns.
United has evaluated and pursued alternatives to increasing its total capital
for the purpose of improving its capital ratios during the six months ended
December 31, 1999 and fiscal 1999. Management is progressing on a proposed stock
issuance with Pedcor that will increase Fidelity's capital. See the last
footnote in the Notes to Consolidated Financial Statements for further details
regarding the Pedcor transaction. At December 31, 1999 United has improved its
capital ratios over fiscal 1998 by reducing the asset size and mix of assets. As
noted above, risk-based capital decreased to 14.3% at December 31, 1999 compared
to 15.4% at June 30, 1999 and 10.8% at June 30, 1998.

                                       37
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition




Liquidity
Fidelity's principal source of income and funds is dividends from United and is
not subject to any regulatory restrictions on the payment of dividends to its
stockholders. However, United is restricted from paying any dividends to
Fidelity without prior approval of the OTS.

Fidelity in late fiscal 1999, obtained additional financing of $2.0 million to
cover operating costs, debt reduction for three affordable housing developments,
and servicing of debt at the holding company level. Absent potential sources of
liquidity available to the holding company including the potential issuance of
additional stock, potential execution of additional debt financing, and
dividends from United (with OTS approval), the holding company may deplete its
available cash during calendar 2000. Management is progressing on a proposed
stock issuance to Pedcor and believes it will be completed before available cash
is depleted, although it cannot provide any assurance due to required regulatory
and shareholder approvals that must be obtained.

United is required by federal regulations to maintain specified levels of
"liquid" assets consisting of cash and other eligible investments. Currently,
liquid assets must equal at least four percent of net withdrawable savings plus
borrowings payable upon demand or due within one year or less. As of December
31, 1999 and June 30, 1999, United's liquidity ratios were 31.4% and 16.99%.
United's significant increase in liquidity was the result of United's cash
contingency plan for Y2K. United will reduce the liquidity to a more reasonable
level during the first quarter of 2000. Management believes that this level of
liquidity is sufficient to meet any anticipated requirements for United's
operations.

The primary sources of funds for operations are principal and interest payments
on loans, deposits from customers, and sales and maturities of investment
securities. In addition, United is authorized to borrow money from the FHLB and
other sources as needed. United decreased its borrowings from the FHLB from
$12.5 million at June 30, 1999, to $9.0 million at December 31, 1999. Fidelity
has also decreased its utilization of agency-acquired certificates of deposit as
total loans have decreased and the need for these types of funds has also
decreased.

Supervisory Agreement

As noted previously and discussed in the footnotes under "Other Restrictions",
United is currently operating under restrictions imposed by the Supervisory
Agreement entered into with the OTS. The restrictions regarding certain
activities in the Supervisory Agreement have had a significant impact on
United's net interest margin, net interest income, and net income as a result of
United's inability to participate in new commercial lending. Management has
expended significant time and effort ensuring that United has operated and will
continue to operate in compliance with the Supervisory Agreement. While the
Supervisory Agreement remains in place, it is likely that total loans
outstanding will continue to decline, and management efforts will be
concentrated on compliance, rather than business development. This will likely
have a further negative impact on the financial condition and the operating
results of United and Fidelity.

Accounting Pronouncements

The Financial Accounting Standards Board has issued Statement No. 133,
Accounting for Derivative Instruments and Hedge Activities, which provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. The provisions of this statement were to
become effective for fiscal years beginning after June 15, 1999. The effective
date of the statement has been delayed by Statement No. 137 to fiscal years
beginning after June 15, 2000. Fidelity does not expect the statement to have a
material impact on Fidelity's financial condition or results of operations and
plans on adopting it on January 1, 2001.

                                       38
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


Asset/Liability Management
Fidelity is subject to interest rate risk to the degree that its
interest-bearing liabilities, primarily deposits with short and medium term
maturities, mature or reprice at different rates than its interest-earning
assets. Although having liabilities that mature or reprice less frequently than
average assets will be beneficial in times of rising interest rates, such an
asset/liability structure will result in lower net income during periods of
declining interest rates, unless offset by other factors.

The OTS utilizes a model, the "Office of Thrift Supervision Net Portfolio Value"
("NPV") model, which uses a net market value methodology to measure the interest
rate risk exposure of savings associations. Under this model, an institution's
"normal" level of interest rate risk in the event of an assumed change in
interest rates is a decrease in the institution's NPV in an amount not exceeding
2% of the present value of its assets. Savings associations with over $300
million in assets or less than a 12% risk-based capital ratio are required to
file OTS Schedule CMR. Data from Schedule CMR is used by the OTS to calculate
changes in NPV (and the related "normal" level of interest rate risk) based upon
certain interest rate changes (discussed below). Associations which do not meet
either of the filing requirements are not required to file OTS Schedule CMR, but
may do so voluntarily. United is not required to file a CMR since it exceeds the
risk-based capital requirement and its assets are less than $300 million, but
does so on a voluntary basis. Under the regulation, associations, which must
file are required to take a deduction (the interest rate risk capital component)
from their total capital available to calculate their risk based capital
requirement if their interest rate exposure is greater than "normal". The amount
of that deduction is one-half of the difference between (a) the institution's
actual calculated exposure to a 200 basis point interest rate increase or
decrease (whichever results in the greater pro forma decrease in NPV) and (b)
its "normal" level of exposure which is 2% of the present value of its assets.

Presented below, at December 31, 1999 and June 30, 1999, is an analysis
performed by the OTS of United's interest rate risk as measured by changes in
NPV for instantaneous and sustained parallel shifts in the yield curve, in 100
basis point increments, up and down 300 basis points. At December 31, 1999 and
June 30, 1999, 2% of the present value of United's assets was approximately $3.4
million for December 31, 1999 and June 30, 1999. Because the interest rate risk
of a 200 basis point increase in market rates (which was greater than the
interest rate risk of a 200 basis point decrease) was $2.9 million at December
31, 1999 and $1.8 million` at June 30, 1999, United would not have been required
to make a deduction from its total capital available to calculate its risk based
capital requirement. The increase in interest rate risk from December 31, 1999
to June 30, 1999 is due to interest rate changes and a change in United's
balance sheet mix.

                   Interest Rate Risk as of December 31, 1999

                                                  NPV as Percent of Present
                    Net Portfolio Value                Value of Assets
           ----------------------------------------------------------------
  Change      Dollar       Dollar     Percentage
 in Rates     Amount       Change       Change     NPV Ratio       Change
---------------------------------------------------------------------------

 + 300 bp     $10,879     $(4,685)       (30)%        6.75%       - 242 bp
 + 200 bp      12,622      (2,942)       (19)         7.69        - 148 bp
 + 100 bp      14,256      (1,308)        (8)         8.53        -  64 bp
     0 bp      15,564                                 9.17
 - 100 bp      16,148         585          4          9.41           24 bp
 - 200 bp      16,023         459          3          9.27           10 bp
 - 300 bp      16,010         446          3          9.19            2 bp


                                       39
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition


                     Interest Rate Risk as of June 30, 1999

                                                  NPV as Percent of Present
                    Net Portfolio Value                Value of Assets
           ----------------------------------------------------------------
  Change      Dollar       Dollar     Percentage
 in Rates     Amount       Change       Change     NPV Ratio       Change
---------------------------------------------------------------------------
 + 300 bp    $11,390      $(3,126)       (22)%       7.09%        - 151 bp
 + 200 bp     12,763       (1,753)       (12)        7.81         -  80 bp
 + 100 bp     13,916         (600)        (4)        8.37         -  24 bp
     0 bp     14,516                                 8.61
 - 100 bp     14,145         (371)        (3)        8.31         -  30 bp
 - 200 bp     13,203       (1,312)        (9)        7.70         -  91 bp
 - 300 bp     12,292       (2,224)       (15)        7.10         - 150 bp

As with any method of measuring interest rate risk, certain shortcomings are
inherent in the methods of analysis presented above. For example, although
certain assets and liabilities may have similar maturities or periods to
repricing, they may react in different degrees to changes in market rates. Also,
the interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other types
may lag behind changes in market rates. Additionally, certain assets, such as
adjustable-rate loans, have features, which restrict changes in interest rates
on a short-term basis and over the life of the assets. Further, in the event of
a change in interest rates, expected rates of prepayments on loans and early
withdrawals from certificates could likely deviate significantly from those
assumptions used in calculating the table.



                                       40
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


[OLIVE LETTERHEAD]


                          Independent Auditor's Report



     Stockholders and Board of Directors
     Fidelity Federal Bancorp
     Evansville, Indiana


     We have audited the accompanying consolidated balance sheet of Fidelity
     Federal Bancorp and subsidiaries as of December 31, 1999 and June 30, 1999
     and the related consolidated statements of income, changes in stockholders'
     equity and cash flows for the six month period ended December 31, 1999 and
     for the years ended June 30, 1999 and 1998. These consolidated financial
     statements are the responsibility of the Company's management. Our
     responsibility is to express an opinion on these consolidated financial
     statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
     standards. Those standards require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
     of material misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. An audit also includes assessing the accounting principles used
     and significant estimates made by management, as well as evaluating the
     overall financial statement presentation. We believe that our audits
     provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements described above
     present fairly, in all material respects, the consolidated financial
     position of Fidelity Federal Bancorp and subsidiaries as of December 31,
     1999 and June 30, 1999, and the results of their operations and their cash
     flows for the six month period ended December 31, 1999 and for the years
     ended June 30, 1999 and 1998 in conformity with generally accepted
     accounting principles.

     /s/ OLIVE LLP

     Evansville, Indiana
     March 27, 2000

                                       41
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                           Consolidated Balance Sheet
                        (In Thousands, Except Share Data)


<TABLE>
<CAPTION>
                                                                        December 31,           June 30,
                                                                            1999                 1999
------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                   <C>
Assets
   Cash and due from banks                                               $    8,003            $   1,599
   Interest-bearing demand deposits                                          22,911               14,668
                                                                     ---------------------------------------
        Cash and cash equivalents                                            30,914               16,267
   Investment securities available for sale                                  24,305               27,325
   Loans, net of allowance for loan losses of $2,021 and $3,521              96,919              110,436
   Premises and equipment                                                     5,727                5,692
   Federal Home Loan Bank of Indianapolis stock                               3,920                3,920
   Deferred income tax receivable                                             5,372                3,490
   Interest receivable and other assets                                       4,300                5,123
                                                                     ---------------------------------------

        Total assets                                                       $171,457             $172,253
                                                                     =======================================

Liabilities
   Deposits
      Non-interest bearing                                                $   6,593            $   6,224
      Interest bearing                                                      128,423              122,372
                                                                     ---------------------------------------
        Total deposits                                                      135,016              128,596
   Short-term borrowings                                                         89                  128
   Long-term debt                                                            23,504               29,149
   Advances by borrowers for taxes and insurance                                409                  392
   Valuation allowance for letters of credit                                  5,787                5,168
   Other liabilities                                                          1,225                1,006
                                                                     ---------------------------------------
        Total liabilities                                                   166,030              164,439
                                                                     ---------------------------------------

Stockholders' Equity
   Preferred stock, no par or stated value
      Authorized and unissued--5,000,000 shares
   Common stock, $1 stated value
      Authorized--5,000,000 shares
      Issued and outstanding--3,147,662 shares                                 3,147                3,147
   Additional paid-in capital                                                10,869               10,869
   Stock warrants                                                                11                   11
   Retained earnings                                                         (7,825)              (5,755)
   Accumulated other comprehensive loss                                        (775)                (458)
                                                                     ---------------------------------------
        Total stockholders' equity                                            5,427                7,814
                                                                     ---------------------------------------

        Total liabilities and stockholders' equity                         $171,457             $172,253
                                                                     =======================================
</TABLE>

See notes to consolidated financial statements.

                                       42
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                        Consolidated Statement of Income
                        (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                 Six Month Period
                                                                      Ended             Year Ended June 30,
                                                                   December 31,    -----------------------------
                                                                       1999           1999            1998
----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>             <C>
Interest Income
   Loans receivable                                                   $4,558         $11,861         $15,872
   Investment securities
      Taxable                                                            849             955             650
      Tax exempt                                                                                          24
   Federal funds sold                                                                     25              75
   Deposits with financial institutions                                  454             939             255
   Other dividend income                                                 158             314             316
                                                                 -----------------------------------------------
           Total interest income                                       6,019          14,094          17,192
                                                                 -----------------------------------------------

Interest Expense
   Deposits                                                            3,151           7,467           8,785
   Short-term borrowings                                                   1              26             170
   Long-term debt                                                      1,116           2,237           2,631
                                                                 -----------------------------------------------
           Total interest expense                                      4,268           9,730          11,586
                                                                 -----------------------------------------------

Net Interest Income                                                    1,751           4,364           5,606
   Provision for loan losses                                           1,345            (138)          4,543
                                                                 -----------------------------------------------

Net Interest Income After Provision for
   Loan Losses                                                           406           4,502           1,063
                                                                 -----------------------------------------------

Other Income
   Fee income--management fees                                            88             196             191
   Service charges on deposit accounts                                   201             437             436
   Net realized gains on sales of securities available for sale                                           79
   Net gains on loan sales                                               110             343             186
   Letter of credit fees                                                 291             582             657
   Real estate investment banking fees                                    13              78             139
   Agent fee income                                                        4             333             650
   Title fee income                                                       18              72              10
   Servicing fees on loans sold                                           55              91              93
   Release fees on multifamily loans                                      20              82              74
   Other income                                                          201             449             510
                                                                 -----------------------------------------------
           Total non-interest income                                   1,001           2,663           3,025
                                                                 -----------------------------------------------
</TABLE>

                                       43
<PAGE>


                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                        Consolidated Statement of Income
                        (In Thousands, Except Share Data)
                                   (Continued)

<TABLE>
<CAPTION>
                                                           Six Month Period
                                                                Ended              Year Ended June 30,
                                                             December 31,   -------------------------------
                                                                1999            1999             1998
-----------------------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>              <C>
Other Expenses
   Salaries and employee benefits                               $1,747         $ 3,414          $ 3,341
   Net occupancy expenses                                          192             394              444
   Equipment expenses                                              166             299              354
   Data processing fees                                            247             407              456
   Deposit insurance expense                                       156             244              140
   Legal and professional fees                                     379             379              304
   Advertising                                                      78             202              199
   Letter of credit valuation provision                          1,069            (715)           6,778
   Valuation allowance--affordable housing investments              331             545            1,478
   Affordable housing group activities                                                              769
   Other expense                                                   783           1,709            1,813
                                                          -------------------------------------------------
           Total non-interest expense                            5,148           6,878           16,076
                                                          -------------------------------------------------

Income (Loss) Before Income Tax                                 (3,741)            287          (11,988)
   Income tax benefit                                           (1,671)           (338)          (5,194)
                                                          -------------------------------------------------

Net Income (Loss)                                              $(2,070)       $    625         $ (6,794)
                                                          =================================================

Basic Earnings (Loss) Per Share                                 $(.66)            $.20          $(2.30)

Diluted Earnings (Loss) Per Share                                (.66)             .20           (2.30)
</TABLE>

See notes to consolidated financial statements.

                                       44
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

            Consolidated Statement of Changes in Stockholders' Equity
                        (In Thousands, Except Share Data)

<TABLE>
<CAPTION>

                                                                                                               Accumulated
                                                    Common Stock                     Comprehensive                Other
                                              --------------------- Paid-in   Stock      Income     Retained  Comprehensive
                                                 Shares   Amount    Capital  Warrants    (Loss)     Earnings      Loss      Total
                                              -------------------------------------------------------------------------------------

<S>                                             <C>        <C>      <C>         <C>     <C>         <C>          <C>       <C>
Balances, July 1, 1997                          2,487,385  $2,487   $  8,708    $264                $  1,508     $  (31)   $12,936
   Comprehensive loss
      Net loss                                                                           $(6,794)     (6,794)               (6,794)
      Other comprehensive loss, net of tax
        Unrealized loss on securities, net of
           reclassification adjustment                                                       (11)                   (11)       (11)
                                                                                      -------------
   Comprehensive loss                                                                    $(6,805)
                                                                                      =============
   Cash dividends ($.35 per share)                                                                    (1,094)               (1,094)
   Exercise of stock warrants                     641,323     641      2,104    (253)                                        2,492
   Purchase of stock                               (1,500)     (1)       (13)                                                  (14)
                                              ----------------------------------------             --------------------------------

Balances, June 30, 1998                         3,127,208   3,127     10,799      11                  (6,380)       (42)     7,515
   Comprehensive income
      Net income                                                                            $625         625                   625
      Other comprehensive loss, net of tax
        Unrealized loss on securities                                                       (416)                  (416)      (416)
                                                                                      -------------
   Comprehensive income                                                                     $209
                                                                                      =============
   Sale of stock                                   20,458      20         70                                                    90
   Purchase of stock                                   (4)
                                              ----------------------------------------             --------------------------------

Balances, June 30, 1999                         3,147,662   3,147     10,869      11                  (5,755)      (458)     7,814
   Comprehensive loss
      Net loss
      Other comprehensive loss, net of tax                                               $(2,070)     (2,070)               (2,070)
        Unrealized loss on securities                                                       (317)                  (317)      (317)
                                                                                      -------------
   Comprehensive loss                                                                    $(2,387)
                                                                                      =============

                                              ----------------------------------------             --------------------------------

Balances, December 31, 1999                     3,147,662  $3,147    $10,869   $  11                 $(7,825)     $(775)  $  5,427
                                              ========================================             ================================

</TABLE>

See notes to consolidated financial statements.

                                       45
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Consolidated Statement of Cash Flows
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                Six Month Period
                                                                     Ended             Year Ended June 30,
                                                                  December 31,    ----------------------------
                                                                      1999           1999            1998
--------------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>            <C>
Operating Activities
   Net income (loss)                                               $  (2,070)      $    625       $  (6,794)
   Adjustments to reconcile net income (loss) to net
      cash provided (used) by operating activities
      Provision for loan losses                                        1,345           (138)          4,543
      Investment securities gains                                                                       (79)
      Letter of credit valuation provision                             1,069           (715)          6,778
      Funding on outstanding letter of credit                           (450)
      Gain on sale of premises and equipment                                            (21)
      Gain on sale of mortgage servicing rights                                                        (134)
      Depreciation                                                       196            402             449
      Investment securities amortization (accretion), net                 31             39             (16)
      Valuation allowance for premises and equipment                                                    100
      Valuation allowance--affordable housing investments                 331            545           1,478
      Loans originated for sale                                       (4,527)       (25,474)         (9,755)
      Proceeds from sale of loans                                      4,542         25,342           9,468
      Amortization of net loan origination fees and points               (14)           (61)            (26)
      Deferred income tax benefit                                     (1,673)            (6)         (3,389)
      Changes in
        Interest payable and other liabilities                           219             66            (682)
        Interest receivable and other assets                             594          3,642          (1,361)
                                                                ----------------------------------------------
      Net cash provided (used) by operating activities                  (407)         4,246             580
                                                                ----------------------------------------------

Investing Activities
   Purchases of securities available for sale                                       (25,388)         (1,906)
   Proceeds from maturities of securities available for sale           2,463          7,189           2,476
   Proceeds from sales of securities available for sale                                               3,451
   Proceeds from sale of mortgage servicing rights                                                      687
   Net change in loans                                                12,069         45,683          42,270
   Purchase of premises and equipment                                   (231)          (267)           (111)
   Proceeds from sales of premises and equipment                                         40              56
                                                                ----------------------------------------------
      Net cash provided by investing activities                       14,301         27,257          46,923
                                                                ----------------------------------------------

Financing Activities
   Net change in
      Noninterest-bearing, interest-bearing
        demand and savings deposits                                   (2,022)        (1,430)            910
      Certificates of deposit                                          8,442        (18,913)        (33,758)
      Short-term borrowings                                              (39)        (2,403)         (2,660)
   Proceeds of long-term debt                                                         5,000
   Repayment of long-term debt                                        (5,645)        (5,339)         (8,601)
   Net change in advances by borrowers for
      taxes and insurance                                                 17            (34)           (248)
   Purchase of stock                                                                                    (14)
   Sale of stock                                                                         90
   Cash dividends                                                                      (156)         (1,186)
   Proceeds from exercise of stock warrants                                                           2,492
                                                                ----------------------------------------------
      Net cash provided (used) by financing activities                   753        (23,185)        (43,065)
                                                                ----------------------------------------------
</TABLE>

                                       46
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                      Consolidated Statement of Cash Flows
                                 (In Thousands)
                                   (Continued)

<TABLE>
<CAPTION>
                                                       Six Month Period
                                                            Ended         Year Ended June 30,
                                                         December 31,  ----------------------------
                                                             1999         1999           1998
---------------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>            <C>
Net Change in Cash and Cash Equivalents                       $14,647    $   8,318      $   4,438

Cash and Cash Equivalents, Beginning of Year                   16,267        7,949          3,511
                                                       --------------------------------------------

Cash and Cash Equivalents, End of Year                        $30,914      $16,267       $  7,949
                                                       ============================================

Additional Cash Flows Information
   Interest paid                                             $  4,211     $  9,879        $11,900
   Income tax paid (refunded)                                               (3,013)           625
</TABLE>


See notes to consolidated financial statements.



                                       47
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                (Dollar Amounts in Thousands, Except Share Data)


>>   Nature of Operations and Summary of Significant Accounting Policies

The accounting and reporting policies of Fidelity Federal Bancorp (Fidelity) and
its wholly-owned subsidiaries conform to generally accepted accounting
principles and reporting practices followed by the thrift industry. The more
significant of the policies are described below.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Fidelity is a registered thrift holding company whose principal activity is the
ownership and management of United Fidelity Bank, fsb (United). United operates
under a national thrift charter and provides full banking services. As a
federally chartered thrift, United is subject to regulation by the Office of
Thrift Supervision (OTS) and the Federal Deposit Insurance Corporation.

United generates mortgage, consumer and commercial loans and receives deposits
from customers located primarily in Vanderburgh County, Indiana and surrounding
counties. Fidelity's loans are generally secured by specific items of collateral
including real property, consumer assets and business assets. Two of United's
wholly-owned subsidiaries, Village Management Corporation and Village Housing
Corporation (collectively, the Affordable Housing Group), are in the business of
owning, renting and managing affordable housing projects. United's other
wholly-owned subsidiaries are Village Capital Corporation, which primarily
receives consulting fees for packaging various multi-family deals to be financed
and completed, and Village Insurance Corporation, which offers an array of
insurance products. Fidelity's other subsidiary is Village Affordable Housing
Corporation, which is dormant. The Affordable Housing Group has discontinued the
development of real estate, but continues actively managing affordable housing
projects.

Consolidation--The consolidated financial statements include the accounts of
Fidelity and its subsidiaries after elimination of all material intercompany
transactions.

Securities available for sale are carried at fair value, with unrealized gains
and losses reported separately in accumulated other comprehensive income, net of
tax.

Amortization of premiums and accretion of discounts are recorded as interest
income from securities. Realized gains and losses are recorded as net security
gains (losses). Gains and losses of securities are recorded on the
specific-identification method.

Loans held for sale are carried at the lower of aggregate cost or market value.
Market is determined using the aggregate method. Net unrealized losses, if any,
are recognized through a valuation allowance by charges to income, based on the
difference between estimated sales proceeds and aggregate cost.

                                       48
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


Loans are carried at the principal amount outstanding. Interest income is
accrued on the principal balances of loans. The accrual of interest on impaired
loans is discontinued when, in management's opinion, the borrower may be unable
to meet payments as they become due. When interest accrual is discontinued, all
unpaid accrued interest is reversed when considered uncollectible. Interest
income is subsequently recognized only to the extent cash payments are received.
Certain loan fees and related direct costs are being deferred and amortized over
the lives of the loans as an adjustment of yield on the loans.

Allowance for loan losses and letter of credit valuation allowance are
maintained to absorb losses based on management's continuing review and
evaluation of the loan and letter of credit portfolios and its judgment as to
the impact of economic conditions on the portfolios. The evaluation by
management includes consideration of past loss experience, changes in the
composition of the portfolios, the current condition and amount of loans and
letters of credit outstanding and the probability of collecting all amounts due.
Impaired loans are measured by the present value of expected future cash flows,
or the fair value of the collateral of the loan, if collateral dependent.

The determination of the adequacy of the allowance for loan losses and the
letter of credit valuation allowance is based on estimates that are particularly
susceptible to significant changes in the economic environment and market
conditions. Management believes that, as of December 31, 1999, the allowance for
loan losses and the letter of credit valuation allowance is adequate based on
information currently available. A worsening or protracted economic decline in
the area within which Fidelity operates could affect the possibility of
additional losses due to credit and market risks and could create the need for
additional loss reserves.

Premises and equipment are carried at cost, net of accumulated depreciation.
Depreciation is computed using the straight-line method based principally on the
estimated useful lives of the assets. Maintenance and repairs are expensed as
incurred while major additions and improvements are capitalized. Gains and
losses on dispositions are included in current operations.

Federal Home Loan Bank (FHLB) stock is a required investment for institutions
that are members of the FHLB system. The required investment in the common stock
is based on a predetermined formula.

Income tax in the consolidated statement of income includes deferred income tax
provisions or benefits for all significant temporary differences in recognizing
income and expenses for financial reporting and income tax purposes. Fidelity
files consolidated income tax returns with its subsidiaries.

Fee income on real estate development and management in the consolidated
statement of income is attributable to activities of the Affordable Housing
Group. The fees are recognized when earned under the applicable agreements and
when collectibility is assured. Fee income related to insurance services is
recognized when earned and collected.

Mortgage servicing rights on originated loans are capitalized by allocating the
total cost of the mortgage loans between the mortgage servicing rights and the
loans based on their relative fair values. Capitalized servicing rights, which
includes purchased servicing rights, are amortized in proportion to and over the
period of estimated servicing revenues.

                                       49
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


Stock options are granted for a fixed number of shares to employees with an
exercise price equal to the fair value of the shares at the date of grant.
Fidelity accounts for and will continue to account for stock option grants in
accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and, accordingly, recognized no compensation expense
for the stock option grants.

Earnings per share have been computed based upon the weighted average common
shares outstanding during the year.


>>   Restriction on Cash and Due From Banks

United is required to maintain reserve funds in cash and/or on deposit with the
Federal Reserve Bank. The reserve required at December 31, 1999 was $378.


>>   Investment Securities Available for Sale

<TABLE>
<CAPTION>
                                                        Gross           Gross
                                         Amortized    Unrealized     Unrealized      Fair
                                           Cost         Gains          Losses       Value
                                       -------------------------------------------------------
<S>                                        <C>                          <C>          <C>
December 31, 1999
   Mortgage-backed securities              $25,589                      $(1,284)     $24,305
                                       =======================================================


June 30, 1999
   Mortgage-backed securities              $28,083                        $(758)     $27,325
                                       =======================================================
</TABLE>

Securities with a carrying value of $23,650 and $27,322 were pledged at December
31, 1999 and June 30, 1999 to secure certain deposits and for other purposes as
permitted or required by law.

Proceeds from sales of investment securities available for sale during the year
ended June 30, 1998 were approximately $3,451. Gross gains of approximately $79
were realized on those sales. There were no sales of investment securities
available for sale during the six months ended December 31, 1999 and the year
ended June 30, 1999.

                                       50
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Loans and Allowance

<TABLE>
<CAPTION>
                                                                December 31,     June 30,
                                                                    1999           1999
-----------------------------------------------------------------------------------------
<S>                                                              <C>            <C>
Real estate mortgage loans
   First mortgage loans
      Conventional                                               $  48,845      $  49,733
      Construction                                                   1,867          6,732
      Commercial                                                     8,576         14,140
      Multi-family                                                   3,629          7,597
      First mortgage real estate loans purchased                     1,899          2,061
   Commercial loans--other than secured by real estate               4,154          6,076
   Consumer and home equity loans                                   29,970         27,618
                                                                --------------------------
           Total loans                                              98,940        113,957

   Allowance for loan losses                                        (2,021)        (3,521)
                                                                --------------------------

           Total loans, net of the allowance for loan losses     $  96,919      $ 110,436
                                                                ==========================
</TABLE>

Multi-family first mortgage loans are loans made to affordable housing
developments. An additional $1,529 and $5,937 in multi-family loans is included
in construction loans at December 31 and June 30, 1999.

<TABLE>
<CAPTION>
                                                         Six Month
                                                        Period Ended     Year Ended June 30
                                                        December 31,  ------------------------
Allowance for Loan Losses                                   1999        1999          1998
-----------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>           <C>
   Balances, beginning of period                            $3,521      $3,049        $1,781
   Provision for losses                                      1,345        (138)        4,543
   Transfer from letter of credit valuation reserve                        895
   Recoveries on loans                                          32          53            24
   Loans charged off                                        (2,877)       (338)       (3,299)
                                                       ---------------------------------------

   Balances, end of period                                  $2,021      $3,521        $3,049
                                                       =======================================
</TABLE>

                                       51
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


Information on impaired loans is summarized below:

<TABLE>
<CAPTION>
                                                          December 31,     June 30,
                                                              1999           1999
-------------------------------------------------------------------------------------
<S>                                                          <C>            <C>
Impaired loans with an allowance                             $ 7,351        $16,533
                                                        =============================

Allowance for impaired loans (included in
   allowance for loan losses)                                $ 1,055       $  1,842
                                                        =============================

                                                          December 31,     June 30,
                                                              1999           1999
-------------------------------------------------------------------------------------

Average balance of impaired loans                            $13,548        $13,868
Interest income recognized on impaired loans                     663          1,396
Cash-basis interest included above                               614          1,396
</TABLE>


                                       52
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Letter of Credit Valuation Allowance

In the year ended June 30, 1998, Fidelity recorded specific reserves related to
letters of credit issued by Fidelity and United of approximately $6,800
primarily related to the permanent financing for certain affordable housing
projects. Multifamily letters of credit, an off-balance sheet item, carry the
same risk characteristics as conventional loans and totaled $44,463 and $45,000
at December 31 and June 30, 1999, respectively.

<TABLE>
<CAPTION>
                                                                    June 30,
                                               December 31, -----------------------
                                                   1999        1999         1998
                                              -------------------------------------
<S>                                               <C>         <C>          <C>
Letter of credit valuation allowance
   Balances, beginning of year                    $5,168      $6,778
   Provision                                       1,069        (715)      $6,778
   Transfer to allowance for loan losses                        (895)
   Funding on outstanding letter of credit          (450)
                                              -------------------------------------

   Balances, end of year                          $5,787      $5,168       $6,778
                                              =====================================
</TABLE>

During the six months ended December 31, 1999, Fidelity disbursed $450 to
holders of a bond obligation of a limited partnership in which Fidelity is a
general partner. This was done in an effort to place the partnership's debt
service coverage ratio at a level that would support full repayment of the
obligation. Fidelity funded one letter of credit totaling $4,200 during the year
ended June 30, 1999. The valuation allowance for this letter of credit, totaling
$895 was transferred to the allowance for loan losses.


>>   Premises and Equipment

<TABLE>
<CAPTION>
                                           December 31,           June 30,
                                               1999                 1999
-------------------------------------------------------------------------------
<S>                                           <C>                  <C>
Land                                          $1,620               $1,620
Building and land improvements                 5,369                5,337
Furniture, fixtures and equipment              2,455                2,256
                                         --------------------------------------
        Total cost                             9,444                9,213
Accumulated depreciation                      (3,717)              (3,521)
                                         --------------------------------------

Net                                           $5,727               $5,692
                                         ======================================
</TABLE>

                                       53
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Other Assets and Investments in Limited Partnerships

Included in other assets at December 31, 1999 and June 30, 1999 are investments
of $1,302 and $1,652 in limited partnerships which are organized to build, own
and operate apartment complexes. The investments at December 31, 1999 are as
follows:

       Percentage and Type of     Amount of          Number of
        Partnership Interest     Investment         Partnerships
      -----------------------------------------------------------

      1%--General                  $  23                17
      1%--General and
      47%--Limited                   319                 1
      1%--General and
      39%--Limited                   360                 1
      10%--Limited                   362                 1
      10%--Limited                   147                 1
      99%--Limited                    91                 2

Fidelity records income on the equity method in the income and losses of the
limited partnerships, which resulted in losses of $25, $246 and $87 during the
period ended December 31, 1999 and years ended June 30, 1999 and 1998. In
addition to recording its equity in the losses of these projects, Fidelity has
recorded the benefit of low-income housing tax credits of $193, $460 and $508
for the period ended December 31, 1999 and years ended June 30, 1999 and 1998.
Combined condensed financial statements (unaudited) for the limited partnerships
as of December 31, 1999 and June 30, 1999 and for the six months ended December
31, 1999 and years ended June 30, 1999 and 1998 are as follows:

                                                  December      June 30,
                                                  31, 1999        1999
--------------------------------------------------------------------------

Combined condensed balance sheet (unaudited)
Assets
   Cash                                           $     322    $     487
   Land and property                                 54,531       53,424
   Other assets                                       1,733        1,516
                                                 -------------------------

        Total assets                                $56,586      $55,427
                                                 =========================

Liabilities
   Notes payable                                    $40,015      $38,157
   Other liabilities                                  2,575        2,732
                                                 -------------------------
        Total liabilities                            42,590       40,889
   Partners' equity                                  13,996       14,538
                                                 -------------------------

        Total liabilities and partners' equity      $56,586      $55,427
                                                 =========================



                                       54
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                           Six Months
                                                             Ended       Year Ended June 30,
                                                          December 31, -----------------------
                                                              1999         1999        1998
----------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>         <C>
Combined condensed statement of operations (unaudited)
   Total revenue                                            $ 3,481      $ 5,734     $ 5,259
   Total expenses                                             4,539        7,161       6,784
                                                          ------------------------------------

        Net loss                                            $(1,058)     $(1,427)    $(1,525)
                                                          ====================================
</TABLE>

Approximately $2,459 and $3,042 of the notes payable are due to Fidelity from
these partnerships at December 31, 1999 and June 30, 1999. Of the remaining
balance, specific reserves of $334 and $1,700 are included in the allowance for
loan losses at December 31 and June 30, 1999.

Fidelity wrote down the investments in limited partnerships by $331 and $1,478
during the six months ended December 31, 1999 and years ended June 30, 1999 and
1998, based on the performance of the underlying real estate operations.

Included in other assets is interest receivable as follows:

                                                         December 31,  June 30,
                                                             1999        1999
--------------------------------------------------------------------------------
Interest receivable on loans                                $570         $707
Interest receivable on investment securities and other       170          180
                                                         -----------------------

        Total interest receivable                           $740         $887
                                                         =======================


>>   Deposits

                                                         December 31,  June 30,
                                                            1999         1999
-------------------------------------------------------------------------------

Non-interest bearing transaction accounts                $   6,593     $  6,223
Interest-bearing transaction accounts                       17,766       18,829
Money market deposit accounts                                2,072        2,715
Savings accounts                                             4,559        5,245
Certificates of $100 or more                                22,974       17,105
Other certificates and time deposits                        81,052       78,479
                                                         -----------------------

        Total deposits                                    $135,016     $128,596
                                                         =======================


                                       55
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


Certificates maturing in years ending December 31:

2000                                   $  56,583
2001                                      39,988
2002                                       5,896
2003                                       1,372
2004                                         185
Thereafter                                     2
                                     -----------

                                        $104,026
                                     ===========


>>   Short-Term Borrowings

                                    December 31,      June 30,
                                        1999            1999
---------------------------------------------------------------

Treasury tax and loan note option       $89             $128
                                    ===========================


>>   Long-Term Debt

<TABLE>
<CAPTION>
                                                                           December 31,    June 30,
                                                                               1999          1999
-----------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>
Note payable, 6.78%, adjusted annually, payable $15 per month, including
   interest, due April 2009, secured by specific multi-family mortgages                   $  2,182
Note payable, 8.48% adjusted annually, payable $8 per month,
   including interest, due September 2010, secured by specific
   multi-family mortgages                                                   $     985          990
Note payable, 8.48% adjusted annually, payable $12 per month,
   including interest, due September 2010, secured by specific
   multi-family mortgages                                                       1,510        1,517
Note payable, 9.50%, interest paid quarterly, due June 2001,
   secured by United stock                                                      2,000        2,000
Junior subordinated notes, 9.125%, interest paid semi-annually,
   due April 2001, unsecured                                                    1,476        1,476
Junior subordinated notes, 9.25%, interest paid semi-annually,
   due January 2002, unsecured                                                  1,494        1,494
Senior subordinated notes, 10.00%, interest paid semi-annually,
   due June 2005, unsecured                                                     7,000        7,000
Federal Home Loan Bank advances, due at various dates through
   2003 (weighted average rates of 6.59% and 6.50% at December 31
   and June 30, 1999)                                                           9,039       12,490
                                                                           --------------------------

        Total long-term debt                                                  $23,504      $29,149
                                                                           ==========================
</TABLE>

                                       56
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


The terms of a security agreement with the FHLB require United to pledge as
collateral qualifying first mortgage loans in an amount equal to at least 125%
of these advances and all stock in the FHLB or eligible securities with a market
value in an amount equal to at least 110% of these advances. In addition to
first mortgage loans pledged of $11,299, Fidelity had $23,522 of investment
securities pledged at December 31, 1999. Certain advances are subject to
restrictions or penalties in the event of prepayment.

All long-term debt, except for Federal Home Loan Bank advances, is debt of the
parent company and totals $14,465.

The scheduled principal reduction of borrowings at December 31, 1999, is as
follows: 2000, $1,162; 2001, $7,074; 2002, $5,858; 2003, $34; 2004, $36; and
thereafter, $9,340.


>>   Loan Servicing

Loans serviced for others are not included in the accompanying consolidated
balance sheet. The unpaid principal balances of mortgage loans serviced for
others totaled $40,693, $38,646 and $19,481 at December 31, 1999 and June 30,
1999 and 1998.

The aggregate fair value of capitalized mortgage servicing rights at December
31, 1999 and June 30, 1999 approximated $509 and $483. Comparable market prices
were used to estimate fair value.

                                                          June 30,
                                      December 31,  -------------------
                                          1999        1999       1998
                                      ---------------------------------
Mortgage servicing rights
   Balances, beginning of year             $409       $226       $721
   Servicing rights capitalized              45        250        127
   Amortization of servicing rights         (24)       (67)       (69)
   Sale of servicing rights                                      (553)
                                      ---------------------------------

   Balances, end of year                   $430       $409       $226
                                      =================================


                                       57
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Income Tax

<TABLE>
<CAPTION>
                                                            Six Month
                                                           Period Ended    Year Ended June 30,
                                                           December 31,  -----------------------
                                                               1999         1999        1998
------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>        <C>
Income tax benefit
   Currently payable
      Federal                                                               $(330)     $(1,803)
      State                                                    $     2         (2)          (2)
   Deferred
      Federal                                                   (1,356)       (39)      (2,382)
      State                                                       (317)        33       (1,007)
                                                           -------------------------------------

        Total income tax benefit                               $(1,671)     $(338)     $(5,194)
                                                           =====================================

Reconciliation of federal statutory to actual tax benefit
   Federal statutory income tax at 34%                         $(1,272)    $   98      $(4,076)
   Effect of state income taxes                                   (208)        21         (666)
   Affordable housing tax credits and other                       (191)      (457)        (452)
                                                           -------------------------------------

        Actual tax benefit                                     $(1,671)     $(338)     $(5,194)
                                                           =====================================
</TABLE>

                                       58
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


A cumulative deferred tax asset is included in other assets. The components of
the asset are as follows:

<TABLE>
<CAPTION>
                                                                      December 31,           June 30,
                                                                         1999                  1999
---------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                  <C>
Assets
   Differences in accounting for certain accrued liabilities           $     12             $     16
   Allowance for loan losses                                              2,391                1,252
   Letter of credit allowance for loss                                      926                  916
   Loan fees                                                                 32                   68
   Unrealized gain/loss on available-for-sale securities                    509                  300
   Alternative minimum tax credit                                           147                  147
   Low income housing credit carryforward                                 1,337                1,145
   State net operating loss carryforward                                    805                  703
   Federal net operating loss carryforward                                  761                  382
   Other                                                                     39                    6
                                                                  ---------------------------------------
           Total assets                                                   6,959                4,935
                                                                  ---------------------------------------

Liabilities
   Depreciation                                                             (40)                 (40)
   State income tax                                                        (273)                (239)
   Differences in basis of FHLB stock                                       (66)                 (66)
   Basis differential on certain partnership interests                   (1,038)                (938)
   Differences in accounting for mortgage servicing rights                 (170)                (162)
                                                                  ---------------------------------------
           Total liabilities                                             (1,587)              (1,445)
                                                                  ---------------------------------------

                                                                         $5,372               $3,490
                                                                  =======================================
</TABLE>

At December 31, 1999, Fidelity has federal net operating loss carryforwards for
tax purposes totaling $2,239. These loss carryforwards expire in varying amounts
through the year 2019. Fidelity has state net operating loss carryforwards for
tax purposes of $9,470. These loss carryforwards expire in varying amounts
through the year 2014. Fidelity has affordable housing credit carryforwards of
$1,337. These carryforwards expire in varying amounts through the year 2019. In
addition, Fidelity has an alternative minimum tax credit carryforward of $147.

Retained earnings include approximately $1,870 for which no deferred income tax
liability has been recognized. This amount represents an allocation of income to
bad debt deductions as of December 31, 1987 for tax purposes only. Reduction of
amounts so allocated for purposes other than tax bad debt losses, including
redemption of bank stock or excess dividends, or loss of "bank" status, would
create income for tax purposes only, which income would be subject to the
then-current corporate income tax rate. The unrecorded deferred income tax
liability on the above amount was approximately $635.

The Company has recorded a deferred tax asset of $1,566 for the expected benefit
to be realized from the federal and state net operating loss carryovers
discussed above. Realization depends upon the ability of the Company to generate
sufficient taxable income before the expiration of the carryover periods. The
amount that management considers to be realizable is reevaluated at each
financial statement date. That estimate could be reduced in the near term if
management lowers its estimate of future taxable income during the carryover
period.

                                       59
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Commitments and Contingent Liabilities

In the normal course of business, there are outstanding commitments and
contingent liabilities, such as commitments to extend credit and standby letters
of credit, which are not included in the accompanying consolidated financial
statements. Fidelity's exposure to credit loss in the event of nonperformance by
the other party to the financial instruments for commitments to extend credit
and standby letters of credit is represented by the contractual or notional
amount of those instruments. Fidelity uses the same credit policies in making
such commitments as it does for instruments that are included on the
consolidated balance sheet.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. Fidelity evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary by Fidelity upon extension of credit, is based on management's credit
evaluation. Collateral held varies, but may include residential real estate,
income-producing commercial properties, or other assets of the borrower. At
December 31 and June 30, 1999, commitments to extend credit, which represent
financial instruments whose contract amount represents credit risk, were $8,098
and $5,372.

Fidelity has issued standby letters of credit on affordable housing developments
in which one of Fidelity's subsidiaries has a partnership interest. The letters
of credit secure tax exempt bond issues and other permanent financing of limited
partnerships in which one of Fidelity's subsidiaries owns a one percent general
partner interest. The amount outstanding on these letters of credit at December
31 and June 30, 1999 was $16,240 and $16,666.

Fidelity has also issued standby letters of credit on affordable housing
developments in which the borrowers are not affiliated with Fidelity. The
letters of credit secure tax-exempt bond issues and other permanent financing of
limited partnerships. The amount outstanding on the letters of credit at
December 31 and June 30, 1999 was $28,223. Fidelity also has standby letters of
credit to guarantee the performance of a customer to a third party. The amount
outstanding on the standby letters of credit at December 31 and June 30, 1999
was $115 and $160.

Fidelity, in its role as general partner on various affordable housing
developments through its subsidiaries, is committed to advance certain amounts
to limited partnerships. These commitments potentially include short-term loans
to the limited partners or an increase in the general partner's equity
investment.

Fidelity has entered into change in control agreements with five of its
employees which provide for the continuation of a multiple of the employee's
existing salary and certain benefits for a two-year period of time under certain
conditions following a change in control. The agreements become effective if
there is a change in control that is accompanied by a significant change in job
responsibilities and/or compensation.

Fidelity and its subsidiaries are also subject to claims and lawsuits which
arise primarily in the ordinary course of business. It is the opinion of
management that the disposition or ultimate resolution of such claims and
lawsuits will not have a material adverse effect on the consolidated financial
position of Fidelity.

                                       60
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Dividend and Capital Restrictions

Fidelity's dividend policy is to pay cash or distribute stock dividends when its
Board of Directors deems it to be appropriate, taking into account Fidelity's
financial condition and results of operations, economic and market conditions,
industry standards, and other factors, including regulatory capital requirements
of its savings bank subsidiary. Fidelity is not subject to any regulatory
restrictions on payments to its stockholders. Fidelity's primary source of
income is dividends from United.

United has entered into a Supervisory Agreement (Agreement) with the OTS. One of
the provisions of the Agreement restricts the payments of dividends from United
to Fidelity without prior written OTS approval. The OTS, in 1999, permitted the
payment of dividends to assist Fidelity in meeting interest payments on its
outstanding debt; however, there can be no assurance that this approval will be
granted going forward. Fidelity is uncertain when it will pay dividends in the
future and the amount of such dividends, if any.


>>   Regulatory Capital

United is subject to various regulatory capital requirements administered by the
federal banking agencies and is assigned to a capital category. The assigned
capital category is largely determined by three ratios that are calculated
according to the regulations: total risk adjusted capital, Tier 1 capital, and
Tier 1 leverage ratios. The ratios are intended to measure capital relative to
assets and credit risk associated with those assets and off-balance sheet
exposures of the entity. The capital category assigned to an entity can also be
affected by qualitative judgments made by regulatory agencies about the risk
inherent in the entity's activities that are not part of the calculated ratios.

There are five capital categories defined in the regulations, ranging from well
capitalized to critically undercapitalized. Classification of a bank in any of
the undercapitalized categories can result in actions by regulators that could
have a material effect on a bank's operations. At December 31 and June 30, 1999,
United is categorized as well capitalized and met all subject capital adequacy
requirements at those dates.

There are no specific targets for capital levels included or agreed to within
the Supervisory Agreement ("Agreement") between United and the OTS, only a
requirement that United include capital targets within a strategic plan. The
original strategic plan developed by United established capital targets of 8.25%
for tangible, leverage and core capital and 16% for risk-based capital. The
Agreement did set a target level to reduce its classified assets to 50% of core
capital plus the allowance for loan losses and the letter of credit valuation
reserves by December 31, 1999. At December 31, 1999, United's tangible, leverage
and core capital was 6.8% and risk-based capital was 14.3%. United's classified
assets to core capital plus the allowance for loan losses and letter of credit
valuation reserves was 85.8% at December 31, 1999.

                                       61
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


United's actual and required capital amounts and ratios are as follows:

<TABLE>
<CAPTION>
                                                                            Required for            To Be Well
                                                          Actual          Adequate Capital*        Capitalized*
                                                 ------------------------------------------------------------------
                                                    Amount     Ratio     Amount      Ratio      Amount      Ratio
                                                 ------------------------------------------------------------------
<S>                                                 <C>         <C>      <C>          <C>       <C>         <C>
As of December 31, 1999
   Total risk-based capital* (to risk-
      weighted assets)                              $17,603     14.3%    $ 9,839      8.0%      $12,298     10.0%
   Tier 1 capital* (to risk-weighted assets)         11,167      9.1       4,919      4.0         7,379      6.0
   Core capital* (to adjusted total assets)          11,167      6.8       6,593      4.0         8,241      5.0

As of June 30, 1999
   Total risk-based capital* (to risk-
      weighted assets)                               20,591     15.4      10,718      8.0        13,398     10.0
   Tier 1 capital* (to risk-weighted assets)         14,033     10.5       5,359      4.0         8,039      6.0
   Core capital* (to adjusted total assets)          14,033      8.5       6,615      4.0         8,269      5.0
</TABLE>

*As defined by regulatory agencies

                                       62
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Other Restrictions

United entered into a Supervisory Agreement with the OTS on February 3, 1999
which is in effect until terminated, modified or suspended by the OTS.

Under the terms of the Agreement, United must develop and submit to the OTS for
approval a strategic plan which includes, at a minimum, capital targets;
specific strategies; the completion of quarterly projections for a three-year
period; concentration limits for all assets; a plan for reducing United's
concentrations of high risk assets; review of infrastructure, staffing and
expertise with respect to each area of United's operations; and capital
planning. The strategic plan was submitted and approved by the OTS.

In addition, United must, among other things, take other specified actions
within specified time frames. These actions include, among others; the
development of and adherence to a written plan for the reduction of classified
and criticized assets to specified levels; maintenance of sufficient allowances
for loan and lease losses; quarterly reporting to the OTS relating to classified
assets and workout plans; restriction of its growth in total assets to an amount
not in excess of an amount equal to the net interest credited on deposit
liabilities without prior OTS approval; limiting growth of its consumer loan
portfolio to an amount not in excess of 25 percent of its total assets;
development of a written plan to divest all real estate held for development;
adoption of policies and procedures designed to avoid potential conflicts of
interest; development of policies and procedures to increase liquidity; adoption
of a policy with respect to its mortgage brokerage activity, which would address
its operation and methods for risk management; development of a policy to
administer the general partnerships held by Village Housing Corporation; and
maintenance of a fully staffed and functioning internal audit and independent
loan review processes.

United is also prohibited from taking certain actions without prior approval,
including but not limited to: investing in, purchasing, or committing to make or
purchase any additional commercial loans or commercial real estate loans;
requesting permission from the OTS to engage in additional commercial loan
activity until United has hired an experienced loan staff and credit analyst;
refinancing or extending classified or criticized commercial loans without the
prior approval of the OTS; engaging in "sub prime" consumer lending activities;
making capital distributions, including dividends to Fidelity; making any
additional equity investments; developing any real estate without specific
approval of the OTS; acquiring any additional real estate for future
development; selling any asset to an affiliated party without prior written
approval of the OTS; engaging in any new activities not included in the to-be
developed strategic plan; and, refinancing or extending any non-classified or
criticized commercial loan if additional funds are extended.

United is also required to obtain OTS approval prior to adding or replacing any
director or senior executive officer. United is also prohibited, without prior
OTS approval, from entering into any contract with any executive officer or
director which would require a "golden parachute" payment and from increasing
the executive benefit package in an amount in excess of the annual cost of
living. United is also required to develop a plan to reduce employee turnover,
build an experienced staff, and provide for management succession.

Management of United has begun taking, or refraining from taking, as applicable,
some of the actions requested by the OTS. United was in compliance with all of
the provisions of the Agreement at December 31, 1999, except for the targeted
capital levels it set forth in its strategic plan and the targeted reduction in
classified asset levels set forth in the Agreement.

                                       63
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Stockholders' Equity

In connection with Fidelity's first debt and equity rights offering completed
April 30, 1994, Fidelity reserved 415,500 shares of its common stock for
issuance upon exercise of 1,500 outstanding warrants. Each warrant represents
the right to purchase 277 shares of common stock. The warrants were valued at
$100 per warrant, carrying an exercise price of $6.22 per share, and expire on
April 30, 2004. At December 31, 1999, a total of 397,218 of the shares
originally reserved had been issued and 18,282 remained reserved and unissued.

In connection with Fidelity's second debt and equity offering completed on
January 31, 1995, Fidelity reserved 346,500 shares of its common stock for
issuance upon exercise of 1,500 outstanding warrants. Each warrant represents
the right to purchase 231 shares of common stock. The warrants were valued at
$100 per warrant, carrying an exercise price of $8.93 per share, and expire on
January 31, 2005. At December 31, 1999, a total of 337,029 of the shares
originally reserved had been issued and 9,471 remained reserved and unissued.

On September 22, 1997, Fidelity filed Schedule 13E4 with the Securities and
Exchange Commission for a warrant tender offer to holders of its 1994 and 1995
warrants. The offer and withdrawal rights expired on October 31, 1997. Fidelity
decreased the exercise price, upon the terms and subject to the conditions set
forth in the Letter of Transmittal, to $3.70 for the 1994 warrants and $4.04 for
the 1995 warrants. The proceeds from the exercise of the warrants under this
offer totaled $2,500.


>>   Benefit Plans

Fidelity is a participant in the Financial Institutions Retirement Fund (FIRF).
This defined-benefit plan is a multi-employer plan; separate actuarial
valuations are not made with respect to each participating employer. According
to FIRF administrators, the market value of the fund's assets exceeded the value
of vested benefits in the aggregate as of June 30, 1999, the date of the latest
actuarial valuation. The plan provides pension benefits for substantially all of
Fidelity's employees. No expense was recorded for Fidelity during the six months
ended December 31, 1999 and the years ended June 30, 1999 and 1998.

Fidelity has a retirement savings 401(k) plan in which substantially all
employees may participate. Fidelity matches employees' contributions at the rate
of 25% up to 6% of the participant's salary. Fidelity's expense for the plan was
$8, $17 and $19 for the six months ended December 31, 1999 and the years ended
June 30, 1999 and 1998.

                                       64
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Related Party Transactions

Fidelity has entered into transactions with certain directors, executive
officers, significant stockholders and limited partnerships in which Fidelity is
an investor and their affiliates and associates. Such transactions were made in
the ordinary course of business on substantially the same terms and conditions,
including interest rates and collateral, as those prevailing at the same time
for comparable transactions with other customers, and did not, in the opinion of
management, involve more than normal credit risk or present other unfavorable
features.

The aggregate amount of loans, as defined, to such related parties were as
follows:

Balances, July 1, 1999                                $5,909

Loans charged off                                     (1,569)
New loans, including renewals                            162
Payments, etc., including renewals                    (1,510)
                                                     --------

Balances, December 31, 1999                           $2,992
                                                     ========

Total internally classified related party loans included in the total related
party loans at December 31 and June 30, 1999 were $2,943 and $6,200. General
reserves for these classified related party loans totaled $427 and are included
in the allowance for loan losses.


>>   Stock Option Plans

Under Fidelity's stock option plans, Fidelity grants stock option awards which
vest and become exercisable at various dates. During the six months ended
December 31, 1999 and years ended June 30, 1999 and 1998, Fidelity authorized
the grant of options for up to 3,000, 12,500 and 71,531 shares of its common
stock. The exercise price of each option, which has a ten year life, was greater
than the market price of Fidelity's stock on the date of grant; therefore, no
compensation expense was recognized.

Although Fidelity has elected to follow APB No. 25, SFAS No. 123 requires
proforma disclosures of net income and earnings per share as if Fidelity had
accounted for its employee stock options under that Statement. The fair value of
each option grant was estimated on the grant date using an option-pricing model
with the following assumptions:

<TABLE>
<CAPTION>
                                                  Six Months
                                                    Ended       Year Ended    Year Ended
                                                  December 31,   June 30,      June 30,
                                                     1999          1999          1998
----------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>           <C>
   Risk-free interest rates                           6.0%         5.2%          7.0%
   Dividend yields                                    0.0          0.0           2.50
   Volatility factors of expected market
     price of common stock                           28.9         26.9          27.4

   Weighted-average expected life of the options     10 years     10 years       9 years
</TABLE>

                                       65
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


Under SFAS No. 123, compensation cost is recognized in the amount of the
estimated fair value of the options and amortized to expense over the options'
vesting period. The pro forma effect on net income and earnings per share of
this statement is as follows:

                                               Six Months     Year      Year
                                                  Ended      Ended      Ended
                                               December 31, June 30,  June 30,
                                                  1999        1999      1998
-------------------------------------------------------------------------------

Net income (loss)                 As reported    $(2,070)      $625    $(6,794)
                                  Pro forma      $(2,076)      $611    $(6,851)
Basic earnings (loss) per share   As reported     $(.66)      $.20     $(2.30)
                                  Pro forma       $(.66)      $.20     $(2.32)
Diluted earnings (loss) per share As reported     $(.66)      $.20     $(2.32)
                                  Pro forma       $(.66)      $.20     $(2.34)


The following is a summary of the status of the Fidelity's stock option plans
and changes in the plans as of and for the six months ended December 31, 1999
and the years ended June 30, 1999 and 1998.

Directors' Plan
In August 1993, the Board of Directors of Fidelity adopted a non-qualified stock
option plan (Directors' Plan) which provides for the grant of non-qualified
stock options to individuals who are directors of Fidelity, or any of its
subsidiaries. The Directors' Plan provides for the grant of non-qualified stock
options to acquire shares of common stock of Fidelity for the price of not less
than $2 above the average of the high and low bid quotations, as reported by
NASDAQ, for the common stock of Fidelity for the five trading days immediately
preceding the date the option is granted. A total of 233,779 shares have been
reserved for issuance under the Directors' Plan.


                                       66
<PAGE>


FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


At December 31, 1999, there were 115,486 options available for grant. A summary
of the stock options activity for the Directors' Plan is as follows:

                                              December 31,          June 30,
                                                  1999       1999     1998
-----------------------------------------------------------------------------

Shares under option
   Outstanding at beginning of year              118,293    118,293   86,762
   Granted                                                            31,531

   Outstanding at end of year                    118,293    118,293  118,293

   Exercisable at end of year                    118,293    118,293  118,293

Weighted option price per share
   Exercisable                                   $  7.92     $ 7.92   $ 7.92
   Granted                                                             11.81

   Weighted-average fair value of options                              $1.38
     granted during the year (per option)


1995 Key Employees' Stock Option Plan
The 1995 Key Employees' Stock Option Plan (1995 Plan) provides for the granting
of either incentive stock options (ISOs) pursuant to Section 422A of the
Internal Revenue Code of 1986, as amended (Code), or stock options which do not
qualify as incentive stock options (ISOs), or any combination thereof. Options
may be granted to key employees and officers of Fidelity and its subsidiaries.

The option price per share for ISOs will not be less than the fair market value
of a share on the date the option is granted. The option price per share for
ISOs granted to an employee owning 10 percent or more of the common stock of
Fidelity will be not less than 110 percent of the fair market value of a share
on the date the option is granted. The option price per share for ISOs will be
determined by the compensation committee, but may not be less than 100 percent
of the fair market value on the date of grant. A total of 236,500 shares have
been reserved for issuance under the 1995 Plan.


                                       67
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)

At December 31, 1999, there were 189,670 options available for grant. A summary
of the stock options activity for the 1995 Plan is as follows:

                                            December 31,           June 30,
                                                1999       1999      1998
-----------------------------------------------------------------------------

Shares under option
   Outstanding at beginning of year             77,278     64,220    80,443
   Granted                                       3,000     23,058    40,000
   Forfeited/expired                                      (10,000)  (56,223)

   Outstanding at end of year                   80,278     77,278    64,220

   Exercisable at end of year                   47,620     47,020    36,176

Weighted option price per share
   Exercisable                                 $ 10.16    $ 10.26     10.68
   Granted                                        3.01       3.22     10.81

   Weighted-average fair value of options
      granted during the year (per option)       $1.64      $1.43     $1.53



>>   Earnings Per Share

Earnings per share were computed as follows:

<TABLE>
<CAPTION>
                                     Six Month Period Ended                            Year Ended June 30
                                          December 31,            ---------------------------------------------------------------
                                              1999                           1999                             1998
                                -------------------------------------------------------------------------------------------------
                                            Weighted       Per-             Weighted     Per-               Weighted     Per-
                                             Average       Share            Average      Share               Average     Share
                                Income       Shares       Amount   Income    Shares     Amount      Loss     Shares     Amount
---------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>        <C>           <C>       <C>     <C>            <C>   <C>        <C>         <C>
Net income (loss)                 $(2,070)                           $625                         $(6,794)
                                ----------                        --------                       ----------

Basic Earnings (Loss) Per Share
   Income available to common
      stockholders                 (2,070)   3,147,662     $(.66)     625    3,143,179      $.20   (6,794)   2,956,157   $(2.30)
                                -------------------------------------------------------------------------------------------------
Diluted Earnings (Loss)
   Per Share
   Income available to common
      stockholders and assumed
      conversions
                                  $(2,070)   3,147,662     $(.66)    $625    3,143,179      $.20  $(6,794)   2,956,157   $(2.30)
                                =================================================================================================
</TABLE>


                                       68
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


Options to purchase 165,913, 152,694 and 55,714 shares of common stock at an
average price of $8.56 for the six months ended December 31, 1999, $8.33 for the
year ended June 30, 1999, and $11.81 and $10.81 for the year ended June 30, 1998
were outstanding at December 31, 1999 and June 30, 1999 and 1998 but were not
included in the computation of diluted earnings per share because the options'
exercise price was greater than the average market price of the common shares.

For the six months and years ended December 31, and June 30, 1999 and 1998, the
effect of outstanding options and warrants were anti-dilutive.


>>   Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of
each class of financial instrument:

Cash and Cash Equivalents--The fair value of cash and cash equivalents
approximates carrying value.

Interest-bearing Time Deposits--The fair value of interest-bearing time deposits
approximates carrying value.

Investment Securities--Fair values are based on quoted market prices.

Loans--For both short-term loans and variable-rate loans that reprice frequently
and with no significant change in credit risk, fair values are based on carrying
values. The fair values for certain mortgage loans, including one-to-four family
residential, are based on quoted market prices of similar loans sold in
conjunction with securitization transactions, adjusted for differences in loan
characteristics. The fair value for other loans is estimated using discounted
cash flow analyses, using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality.

Interest Receivable/Payable--The fair values of interest receivable/payable
approximate carrying values.

FHLB Stock--The fair value is estimated to be the carrying value, which is par.
All transactions in the capital stock of the FHLB of Indianapolis are executed
at par.

Deposits--The fair values of non-interest-bearing, interest-bearing demand and
savings accounts are equal to the amount payable on demand at the balance sheet
date. The carrying amounts for variable rate, fixed-term certificates of deposit
approximate their fair values at the balance sheet date. Fair values for
fixed-rate certificates of deposit are estimated using a discounted cash flow
calculation that applies interest rates currently being offered on certificates
to a schedule of aggregated expected monthly maturities on such time deposits.

Short-Term Borrowings--The fair value of these borrowings is estimated using
rates currently available to Fidelity for debt with similar terms and remaining
maturities. These instruments adjust on a periodic basis and the carrying amount
represents the fair value.

                                       69
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


Long-Term Debt--The fair value of these borrowings is estimated using a
discounted cash flow calculation, based on current rates for similar debt.
Long-term debt consists of adjustable instruments tied to a variable market
interest rate.

Off-Balance-Sheet Commitments--Commitments include commitments to purchase and
originate mortgage loans, commitments to sell mortgage loans, and standby
letters of credit and are generally of a short-term nature. The fair value of
the loan commitments are based on fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counterparties' credit standing. The carrying amounts of the commitments to
purchase and originate mortgage loans and to sell mortgage loans, which are
immaterial, are reasonable estimates of the fair value of these financial
instruments. The carrying amount of the standby letters of credit, which consist
of a letter of credit valuation allowance of $5,787, is a reasonable estimate of
the fair value of those off-balance sheet items.

The estimated fair values of Fidelity's financial instruments are as follows:

<TABLE>
<CAPTION>
                                                    December 31,                   June 30,
                                                       1999                          1999
                                            --------------------------------------------------------
                                             Carrying          Fair        Carrying         Fair
                                              Amount          Value         Amount         Value
----------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>           <C>            <C>
Assets
   Cash and cash equivalents                 $  30,914       $  30,914     $  16,267      $  16,267
   Investment securities available for sale     24,305          24,305        27,325         27,325
   Loans, net                                   96,919          96,194       110,436        110,594
   Interest receivable                             740             740           887            887
   FHLB stock                                    3,920           3,920         3,920          3,920

Liabilities
   Deposits                                    135,016         135,077       128,596        128,856
   Short-term borrowings                            89              89           128            128
   Long-term debt                               23,504          23,515        29,149         28,896
   Interest payable                                329             329           272            272
   Standby letters of credit                     5,787           5,787         5,168          5,168
</TABLE>


                                       70
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Condensed Financial Information (Parent Company Only)

Presented below is condensed financial information as to financial position,
results of operations and cash flows of Fidelity:

                             Condensed Balance Sheet

                                                    December 31,    June 30,
                                                       1999          1999
------------------------------------------------------------------------------

Assets
   Cash and cash equivalents                         $     444      $  2,220
   Investment in common stock of subsidiaries           12,541        14,848
   Loans                                                 2,161         3,808
   Subordinated debentures and other loan
      receivables from subsidiaries                      4,875         4,875
   Income tax receivable                                 1,723         1,744
   Other assets                                            471           585
                                                     -------------------------

        Total assets                                   $22,215       $28,080
                                                     =========================

Liabilities
   Long-term debt                                      $14,948       $17,144
   Letter of credit valuation allowance                  1,670         2,855
   Other liabilities                                       170           267
                                                     -------------------------
        Total liabilities                               16,788        20,266

Stockholders' Equity                                     5,427         7,814
                                                     -------------------------

        Total liabilities and stockholders' equity     $22,215       $28,080
                                                     =========================


                                       71
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


                          Condensed Statement of Income

<TABLE>
<CAPTION>
                                                         Six Month
                                                        Period Ended  Year Ended June 30,
                                                        December 31,  ----------------------
                                                            1999        1999         1998
--------------------------------------------------------------------------------------------
<S>                                                        <C>        <C>          <C>
Income
   Dividends from subsidiaries                                        $   150      $   875
   Interest income                                         $   485      1,010        1,089
   Other income                                                  2          8           10
                                                       --------------------------------------
        Total income                                           487      1,168        1,974
                                                       --------------------------------------

Expense
   Interest expense                                            777      1,400        1,402
   Provision for loan losses                                   284        424        1,092
   Letter of credit valuation provision                       (735)      (434)       3,289
   Other expenses                                              293        461          555
                                                       --------------------------------------
        Total expense                                          619      1,851        6,338
                                                       --------------------------------------

Loss Before Income Tax and Equity in
    Undistributed (Distributions in Excess of)
    Income of Subsidiaries                                    (132)      (683)      (4,364)

Income Tax Benefit                                             (52)      (330)      (2,075)
                                                       --------------------------------------

Loss Before Equity in Undistributed (Distributions in
    Excess of) Income of Subsidiaries                          (80)      (353)      (2,289)

Equity in Undistributed (Distributions in Excess
    of) Income of Subsidiaries                              (1,990)       978       (4,505)
                                                       --------------------------------------

Net Income (Loss)                                          $(2,070)   $   625      $(6,794)
                                                       ======================================
</TABLE>

                                       72
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


                        Condensed Statement of Cash Flows

<TABLE>
<CAPTION>
                                                           Six Month Period     Year Ended June 30,
                                                          Ended December 31,  ------------------------
                                                                 1999         1999           1998
------------------------------------------------------------------------------------------------------
<S>                                                             <C>         <C>             <C>
Operating Activities
   Net income (loss)                                            $(2,070)    $    625        $(6,794)
   Adjustments to reconcile net income (loss) to net
      cash provided (used) by operating activities
      Depreciation and amortization                                   8           24             40
      Provision for loan losses                                     284          424          1,092
      Letter of credit valuation provision                         (735)        (434)         3,289
      Funding on outstanding letter of credit                      (450)
      Undistributed net income of subsidiaries                    1,990         (978)         4,505
      (Increase) decrease in other assets                           127          371         (1,611)
      (Increase) decrease in other liabilities                      (97)         123         (1,045)
                                                             ------------------------------------------
      Net cash provided (used) by operating activities             (943)         155           (524)
                                                             ------------------------------------------

Investing Activities
   Decrease in interest-bearing deposits in other banks                            6
   Capital contributions to subsidiaries                                      (1,094)        (1,400)
   Advance on note to subsidiary                                                               (250)
   Principal payments received on notes from subsidiaries                      1,188
   Net change in loans                                            1,363         (160)         1,084
                                                             ------------------------------------------
      Net cash provided (used) by investing activities            1,363          (60)          (566)
                                                             ------------------------------------------

Financing Activities
   Repayment of long-term debt                                   (2,196)         (51)           (52)
   Proceeds from issuance of long-term debt                                    2,000
   Proceeds from exercise of stock warrants                                                   2,492
   Cash dividends                                                               (156)        (1,186)
   Purchase of treasury stock                                                                   (14)
   Sale of common stock                                                           90
                                                             ------------------------------------------
      Net cash provided (used) by financing activities           (2,196)       1,883          1,240
                                                             ------------------------------------------

Change in Cash and Cash Equivalents                              (1,776)       1,978            150

Cash and Cash Equivalents, Beginning of Year                      2,220          242             92
                                                             ------------------------------------------

Cash and Cash Equivalents, End of Year                         $    444       $2,220       $    242
                                                             ==========================================
</TABLE>

                                       73
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)


>>   Business Segment Information

Fidelity operates principally in two industries, banking and real estate
development and management. Through United Fidelity, Fidelity offers traditional
banking products, such as checking, savings and certificates of deposit, as well
as mortgage, commercial and consumer loans. Through the Affordable Housing
Group, Fidelity is or was involved in various aspects of developing, building,
renting and managing affordable housing units.

Banking revenue consists primarily of interest and fee income, while real estate
development and management fee income consists primarily of real estate
management, investment banking, development and other fees. All revenue is
earned in the United States.

Operating profit is total revenue less operating expenses. In computing
operating profit, income taxes have been deducted.

Identified assets are principally those used in each segment and are all held in
the United States. Real estate development and management activities conducted
by Fidelity are not asset intensive.


                                       74
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)

Presented below is condensed financial information relating to Fidelity's
business segments:

<TABLE>
<CAPTION>
                                                            December 31, 1999
                                ---------------------------------------------------------------------------------
                                                      Real Estate
                                                      Development
                                  Banking             & Management           Eliminations             Total
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                    <C>                  <C>
Interest income                  $   6,019             $      3               $      (3)           $   6,019
Other income                           854                  167                     (20)               1,001
Interest expense                     4,268                    3                      (3)               4,268
Other expense                        4,731                  437                     (20)               5,148
Provision for loan losses            1,345                                                             1,345
Loss before tax                     (3,471)                (270)                                      (3,741)
Income tax benefit                  (1,283)                (388)                                      (1,671)
Total assets                       172,044                3,089                  (3,676)             171,457
Capital expenditures                   231                                                               231
Depreciation and amortization          192                    4                                          196

                                                              June 30, 1999
                                ------------------------------------------------------------------------------
                                                      Real Estate
                                                      Development
                                  Banking             & Management           Eliminations             Total
--------------------------------------------------------------------------------------------------------------

Interest income                  $  14,175              $   197                 $  (278)           $  14,094
Other income                         2,368                  335                     (40)               2,663
Interest expense                     9,730                  278                    (278)               9,730
Other expense                        5,916                1,002                     (40)               6,878
Provision for loan losses             (454)                 316                                         (138)
Income (loss) before tax             1,351               (1,064)                                         287
Income tax expense (benefit)           112                 (450)                                        (338)
Total assets                       172,864                2,975                  (3,586)             172,253
Capital expenditures                   263                    4                                          267
Depreciation and amortization          390                   12                                          402

                                                              June 30, 1998
                                ------------------------------------------------------------------------------
                                                      Real Estate
                                                      Development
                                  Banking             & Management           Eliminations             Total
--------------------------------------------------------------------------------------------------------------

Interest income                  $  17,332              $   444                 $  (584)           $  17,192
Other income                         2,695                  330                                        3,025
Interest expense                    11,586                  584                    (584)              11,586
Other expense                       13,660                2,416                                       16,076
Provision for loan losses            2,152                2,391                                        4,543
Loss before tax                     (7,371)              (4,617)                                     (11,988)
Income tax benefit                  (3,268)              (1,926)                                      (5,194)
Total assets                       200,082                9,720                 (12,756)             197,046
Capital expenditures                   103                    8                                          111
Depreciation and amortization          430                   19                                          449
</TABLE>

Eliminations in the above tables include, for total assets, the elimination of
the Bank's investment in its affordable housing subsidiaries.

                                       75
<PAGE>

FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands, Except Share Data)

>>   Capital Infusion

On July 16, 1999, Fidelity signed a letter of intent with Lincolnshire
Management, Inc. (Lincolnshire). This proposed transaction was terminated in
November 1999.

On January 21, 2000 as amended and restated on March 15, 2000, Fidelity signed a
definitive stock purchase agreement to sell 1,460,000 shares of its common stock
to Pedcor Investments, a limited liability company (Pedcor). One of the
principals of Pedcor was a director of the Company until his resignation in
December 1999.

The consideration to be paid by Pedcor includes $3,000 in cash, a five-year
guarantee to United in an aggregate amount up to $1,500 against any negative
cash flow from operations of certain specified development properties in the
Bank's portfolio and an agreement to provide management and certain accounting
services for the specified properties for ten years at no fee to the Bank or
Company.

Consummation of the agreement is subject to receipt of all regulatory and
shareholder approvals.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURES

No response to this item is required.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

This information called for by this item is incorporated by reference to the
definitive proxy statement of Fidelity to be filed with the Securities Exchange
Commission not later than 120 days after December 31, 1999 and to be delivered
to stockholders in connection with the annual meeting of the stockholders to be
held in 2000.


ITEM 11. EXECUTIVE COMPENSATION

This information called for by this item is incorporated by reference to the
definitive proxy statement of Fidelity to be filed with the Securities Exchange
Commission not later than 120 days after December 31, 1999 and to be delivered
to stockholders in connection with the annual meeting of the stockholders to be
held in 2000.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This information called for by this item is incorporated by reference to the
definitive proxy statement of Fidelity to be filed with the Securities Exchange
Commission not later than 120 days after December 31, 1999 and to be delivered
to stockholders in connection with the annual meeting of the stockholders to be
held in 2000.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           This information called for by this item is incorporated by reference
to the definitive proxy statement of Fidelity to be filed with the Securities
Exchange Commission not later than 120 days after December 31, 1999 and to be
delivered to stockholders in connection with the annual meeting of the
stockholders to be held in 2000.

                                       76
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) The following consolidated financial statements are included in Item 8:

                                                                Page Number in
                                                                    10-K
Independent Auditor's Report on
Consolidated Financial Statements                                    41

Consolidated Balance Sheet
December 31, 1999 and June 30, 1999                                  42

Consolidated Statement of Income-
For the six months ended December 31, 1999,
and years ended June 30, 1999 and 1998                            43 and 44

Consolidated Statement of Changes in Stockholders' Equity -
For the six months ended December 31, 1999, and years ended
 June 30, 1999 and 1998                                              45

Consolidated Statement of Cash Flows -
For the six months ended December 31, 1999, and years ended
June 30, 1999 and 1998                                            46 and 47

Notes to consolidated Financial Statements                        48 through 76

(2) See response to Item 14 (a) (1). All other financial statement schedules
have been omitted because they are not applicable, or the required information
is shown in the consolidated financial statements or notes thereto.

(3) List of Exhibits

Exhibit Number    Description
--------------    -----------

     3(a)  Articles of Incorporation of Fidelity, filed as exhibit 3(a) to
           Fidelity's 1995 Annual Report on Form 10-K, are incorporated herein
            by reference.

     3(b)  By-Laws of Fidelity, filed as exhibit 3(b) to Fidelity's 1994
           Annual Report on Form 10-K, are incorporated herein by reference.

     10(a) The 1993 Director's Stock Option Plan, filed as exhibit 10(d) to
           Fidelity's 1995 Annual Report on Form 10-K, is incorporated herein by
           reference.

       (b) The 1995 Key Employee's Stock Option Plan, filed as exhibit 10(c)
           to Fidelity's 1996 Annual Report on Form 10-K, is incorporated
           herein by reference.

       (c) Severance Agreement between Fidelity and M. Brian Davis, filed as
           exhibit 10(c) to Fidelity's 1998 Annual Report on Form 10-K, is
           incorporated herein by reference.

       (d) Severance Agreement between Fidelity and Donald R. Neel, filed as
           exhibit 10(d) to Fidelity's 1998 Annual Report on Form 10-K, is
           incorporated herein by reference.

     11    Statement regarding computation of per share earnings

     21    Subsidiaries of Fidelity Federal Bancorp.

     27    Financial Data Schedule.

(b)  A Form 8-K was filed on November 23, 1999.

     Fidelity released that negotiations with Mortgage Finance Acquisition
     Partners, L.P., an affiliate of Lincolnshire Equity Fund II, had
     terminated.

(c)  See the list of exhibits in Item 14 (a) (3).

(d)  No other financial statement schedules are required to be submitted.

                                       77
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on the 30th day of March, 2000.

                                   FIDELITY FEDERAL BANCORP
                                   Registrant

                                   By /S/ M. BRIAN DAVIS
                                     ------------------------------------------
                                      M. Brian Davis
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                                   By /S/ DONALD R. NEEL
                                     ------------------------------------------
                                      Donald R. Neel, Executive Vice President,
                                      Treasurer and Chief Financial Officer
                                      (Principal Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on September 27, 1999, by the following persons on behalf
of the registrant and in the capacities indicated.

By /S/ JACK CUNNINGHAM
  -------------------------------------------
       Jack Cunningham,
       Chairman

By /S/ M. BRIAN DAVIS
  -------------------------------------------
       M. Brian Davis
       President, Chief Executive Officer
       and Director

By:/S/ CURT J. ANGERMEIER
  -------------------------------------------
       Curt J. Angermeier, Director

By /S/ WILLIAM R. BAUGH
  -------------------------------------------
       William R. Baugh, Director

By /S/ DONALD R. NEEL
  -------------------------------------------
       Donald R. Neel, Director

By /S/ BARRY A. SCHNAKENBURG
  -------------------------------------------
       Barry A. Schnakenburg, Director


                                       78
<PAGE>

INDEX TO EXHIBITS
-----------------

Page    Exhibit Number                               Exhibit
------------------------------------------------------------------------------
67           11         Statement regarding computation of per share earnings.
                        See (Earnings per Share) of this document.

80           21         Subsidiaries of Fidelity Federal Bancorp.

81           27         Financial Data Schedule.




                                       79