Exhibit 10.13

                              BANK PLUS CORPORATION
                   A HOLDING COMPANY FOR FIDELITY FEDERAL BANK


                                 AMENDMENT NO. 1

This Amendment No. 1 (the "Amendment") to the Letter Agreement dated as of
October 28, 1998 by and between Bank Plus Corporation and its principal
subsidiary, Fidelity Federal Bank, A Federal Savings Bank (collectively the
"Company") and Mark K. Mason ("Executive") is entered into as of January 26,
2000 with reference to the following:

                                    RECITALS

         A.       Company and Executive are parties to a Letter Agreement dated
                  as of October 28, 1998 (the "Agreement ").

         B.       In order to comply with comments of the Office of Thrift
                  Supervision on "change in control" language proffered by the
                  Company the parties desire to amend the Agreement to reflect a
                  modification of the language set forth therein pertaining to
                  the definition of a "change in control".

                                    AGREEMENT

NOW THEREFORE, in consideration of the above stated and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         1. Subsection (a) of Section 5 of the Agreement is hereby deleted in
its entirety and replaced with the following:

                  "(a) CHANGE IN CONTROL. For purposes of this Agreement, a
                  "CHANGE IN CONTROL" shall be deemed to occur if (a) any
                  "person" as used in Sections 13(d) and 14(d) of the Securities
                  Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
                  excluding the Company, the Bank or any of the Company's other
                  subsidiaries, a trustee or any fiduciary holding securities
                  under an employee benefit plan of the Company, the Bank or any
                  of the Company's other subsidiaries, an underwriter
                  temporarily holding securities pursuant to an offering of such
                  securities or a corporation owned, directly or indirectly, by
                  shareholders of the Company in substantially the same
                  proportion as their ownership of the Company, is or becomes
                  the "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Company representing more than fifty percent (50%) of the
                  combined voting power of the Company's then outstanding
                  securities ordinarily having the right to vote elections of
                  directors ("VOTING SECURITIES"); or (b) during any period of
                  two (2) consecutive years, individuals who, at the beginning
                  of such period were members of the Board (the "INCUMBENT
                  DIRECTORS"), cease for any reason to constitute at least a
                  majority of the Board; PROVIDED, HOWEVER, that if the
                  elections, or nomination for election by the Company's
                  stockholders, of any new director was approved by a vote of at
                  least two-thirds (2/3) of the Incumbent Directors, such new
                  director shall be considered as a member of the Incumbent
                  Directors; PROVIDED, FURTHER, HOWEVER, that no individual
                  shall be considered a member of the Incumbent Directors if
                  such individual initially became a director on the Board as a
                  result of either an actual or threatened "Election Contest"
                  (as described in Rule 14a-11 promulgated under the Exchange
                  Act) or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board (a
                  "Proxy Contest") including by reason of any agreement intended

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                  to avoid or settle any ELECTION CONTEST or PROXY CONTEST; (c)
                  a merger or consolidation of the Company with any Person (as
                  defined below) closes, other than a merger or consolidation
                  that results in Voting Securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into Voting
                  Securities of the surviving entity) more than fifty percent
                  (50%) of the combined voting power of the Voting Securities of
                  the Company or such surviving entity outstanding immediately
                  after such merger or consolidation, or the Company closes the
                  sale or disposition by the Company of all or substantially all
                  of the Company's assets; (d) the Company closes a sale or
                  sales or other disposition or dispositions that results in the
                  Company ceasing to beneficially "own" (within the meaning of
                  Rule 13d-3 under the Exchange Act), directly or indirectly,
                  more than fifty percent (50%) of the Voting Securities of the
                  Bank; or (e) the Bank closes a sale or sales of all or
                  substantially all of the assets of the Bank, in a single
                  transaction or series of transactions, other than to a direct
                  or indirect subsidiary of the Company; or (f) a merger or
                  other combination of the Bank with any Person closes, as a
                  result of which the Company ceases to beneficially own,
                  directly or indirectly, more than fifty percent (50%) of the
                  Voting Securities of the Bank or the surviving entity in such
                  merger or consolidation. For purposes of this Agreement, the
                  term "PERSON" shall mean and include any individual,
                  corporation, partnership, group, association or other
                  "person", as such term is used in Section 14(d) of the
                  Exchange Act other than the Company, the Bank, any other
                  subsidiary of the Company or any Plan. Notwithstanding any
                  provision in this Agreement to the contrary, neither the
                  appointment of the FDIC as a receiver of the Bank or a change
                  in composition of the Board of Directors by directive of the
                  OTS or FDIC shall constitute a "change in control" under this
                  Agreement.

         2. Except as herein modified and amended, each and every term,
condition and agreement of said Agreement shall continue to apply with full
force and effect.

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment
effective as of the date first written above.


BANK PLUS CORPORATION

By:      /S/ Gordon V. Smith
         -------------------
Name:    Gordon V. Smith
Title:   Chairman


FIDELITY FEDERAL BANK,
     A FEDERAL SAVINGS BANK

By:      /S/ James E. Stutz
         ------------------
Name:    James E. Stutz
Title:   President and Chief Operating Officer


EXECUTIVE

/S/ Mark K. Mason
-----------------------------
Name: Mark K. Mason

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