<PAGE>
 
As of March 12, 1998


[Name]
Fidelity Federal Bank,
  A Federal Savings Bank
4565 Colorado Boulevard
Los Angeles, California  90039

Dear [Name]:

Bank Plus Corporation (the "Company") and its principal subsidiary, Fidelity
Federal Bank, A Federal Savings Bank (the "Bank"), consider the establishment
and maintenance of a sound and vital management to be essential to protecting
and enhancing the best interests of the Company and its shareholders.  In this
connection, the Company and the Bank recognize that, as is the case with many
publicly held corporations, the possibility of a change in control may arise and
that such possibility, and the uncertainty and questions which it may raise
among management of the Bank, may hinder the Bank's efforts to recruit qualified
management personnel and result in the departure or distraction of management
personnel, in each case to the detriment of the Company and the Bank and the
Company's shareholders.  Accordingly, the Board of Directors of the Company (the
"Board") and the board of directors of the Bank have determined that appropriate
steps should be taken to reinforce and encourage the continued attention and
dedication of members of management of the Bank to their assigned duties without
distraction in circumstances arising from the possibility of a change in control
of the Company or the Bank.  In particular, the Board believes it important,
should the Company or its shareholders receive a proposal for transfer of
control of the Company or the Bank, that you be able to assess and advise the
Board whether such proposal would be in the best interests of the Company and
its shareholders and to take such other action regarding such proposal as the
Board might determine to be appropriate, without being influenced by the
uncertainties of your own situation.

In order to induce you to remain in the employ of the Bank, this letter
agreement sets forth the severance benefits which the Bank agrees will be
provided to you in the event your employment with the Bank is terminated
subsequent to a "change in control" of the Company or the Bank.

1.   RIGHT TO TERMINATE; AGREEMENT TO PROVIDE SERVICES.
     ------------------------------------------------- 

     (a) Except as otherwise provided in paragraph (b) below, the Bank or you
may terminate your employment at any time, subject to the Bank's providing the
benefits hereinafter specified in accordance with the terms hereof.
<PAGE>
 
As of March 12, 1998
Page 2


     (b) In the event a tender offer or exchange offer is made by a Person (as
hereinafter defined) for more than 25% of the combined voting power of the
Company's outstanding securities ordinarily having the right to vote at
elections of directors ("Voting Securities"), including shares of the common
stock of the Company, you agree that you will not leave the employ of the Bank
(other than as a result of Disability or upon Retirement, as such terms are
hereinafter defined) and will render the services contemplated in the recitals
to this Agreement until such tender offer or exchange offer has been abandoned
or terminated or a change in control of the Company or the Bank, as defined in
Section 3 hereof, has occurred.  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
Securities Exchange Act of 1934 (the "Exchange Act"), other than the Company,
the Bank, any other subsidiary of the Company or any employee benefit plan(s)
sponsored by the Company, the Bank or any other subsidiary of the Company.

2.   TERM OF AGREEMENT.
     ----------------- 

     (a) This Agreement shall commence on March 12, 1998 and shall continue in
effect until March 11, 2001; provided, however, that commencing on March 12,
                             --------  -------                              
2001 and each March 12 thereafter, the term of this Agreement shall be extended
for one additional year unless at least 90 days prior to such March 12 date, the
Bank or you shall have given notice that this Agreement shall not be extended;
and provided, further, that, notwithstanding the delivery of any such notice,
    --------  -------                                                        
this Agreement shall continue in effect for a period of twenty-four (24) months
after a change in control of the Company or the Bank, as defined in Section 3
hereof, if such change in control shall have occurred during the term of this
Agreement, as it may be extended by the first proviso set forth above.

     (b) Notwithstanding anything in this Section 2 to the contrary:

         (i) this Agreement shall terminate if you or the Bank terminate your
employment prior to a change in control of the Company or the Bank;

        (ii) the obligations of the Bank hereunder shall terminate for so long
as you are suspended and/or temporarily prohibited from participating in the
conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1)
of the Federal Deposit Insurance Act (12 U.S.C. (S) 1818(e)(3) and (g)(1)) as of
the date of service of such notice unless stayed by appropriate proceedings;
provided that if the charges in the notice are dismissed, the Bank may in its
--------                                                                     
discretion (A) pay you all or part of any payments within the terms of this
Agreement withheld while its obligations under this Agreement was suspended and
(B) reinstate (in whole or in part) any of its obligations which were suspended;

       (iii) the obligations of the Bank hereunder shall terminate if you
are removed and/or permanently prohibited from participating in the conduct of
the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the
Federal Deposit Insurance Act (12 U.S.C. (S) 1818(e)(4) or (g)(1));
<PAGE>
 
As of March 12, 1998
Page 3

          (iv) this Agreement shall terminate if the Bank is in default (as
defined in Section 3(x)(1) of the Federal Deposit Insurance Act); or

           (v) this Agreement shall be terminated by the Director of the Office
of Thrift Supervision or his or her designee (the "Director"), except to the
extent that the Director determines that continuation of this Agreement is
necessary for the continued operation of the Bank, (A) at the time the Federal
Deposit Insurance Corporation or the Resolution Trust Corporation enters into an
agreement to provide assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit Insurance Act or (B) at the
time the Director approves a supervisory merger to resolve problems related to
operation of the Bank or when the Bank is determined by the Director to be in
unsafe or unsound condition;

provided, however, that in the case of paragraphs (iii), (iv) and (v) of this
--------  -------                                                            
Section 2(b), vested rights hereunder held by the Bank or you shall not be
affected by such termination.

3.   CHANGE IN CONTROL.  For purposes of this Agreement, a "change in control"
     -----------------                                                        
shall be deemed to occur if (a) any "person" (as such term is defined in Section
3(a)(9) and as used in Sections 13(d) and 14(d) of 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 25% or more of the
combined voting power of the Company's then outstanding securities ("Voting
Securities of the Company"); or (b) during any period of not more than two
years, individuals who constitute the Board as of the beginning of the period
and any new director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described in
clause (a) or (b) of this sentence) whose election by the Board or nomination
for election by the Company's shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at such time or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or (c) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the 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) at least 60% 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
shareholders of the Company approve a plan of complete liquidation of the
Company or any agreement for the sale or disposition by the Company or all or
substantially all of the Company's assets; or (d) a sale or sales or other
disposition or dispositions by the Company which results in the Company ceasing
to beneficially "own" (within the meaning of Rule 13d-3 under the Exchange Act,
directly or indirectly, more than 50% of the Voting Securities of the Bank; or
(e) a
<PAGE>
 
As of March 12, 1998
Page 4

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 involving the
Bank as a result of which the Company ceases to beneficially own, directly or
indirectly, more than 50% of the Voting Securities of the Bank or the successor
to the Bank.

4.   TERMINATION FOLLOWING A CHANGE IN CONTROL.  If any of the events described
     -----------------------------------------                                 
in Section 3 hereof constituting a change in control shall have occurred, you
shall be entitled to the benefits provided in Section 5 hereof upon the
termination of your employment with the Bank within twenty-four (24) months
after such event, unless such termination is (a) because of your death or
Retirement, (b) by the Bank for Cause or Disability or (c) by you other than for
Good Reason (as all such capitalized terms are hereinafter defined.

          (a) Disability.  Termination by the Bank of your employment based on
              ----------                                                      
"Disability" shall mean termination because of your absence from your duties
with the Bank on a full time basis for one hundred eighty (180) consecutive days
as a result of your incapacity due to physical or mental illness, unless within
thirty (30) days after Notice of Termination (as hereinafter defined) is given
to you following such absence you shall have returned to the full time
performance of your duties.

          (b) Retirement.  Termination by you or by the Bank of your employment
              ----------                                                       
based on "Retirement" shall mean termination on or after your attainment of age
sixty-five (65).

          (c) Cause.  Termination by the Bank of your employment for "Cause"
              -----                                                         
shall mean termination upon (i) the willful and continued failure by you to
perform substantially your duties with the Bank (other than any such failure
resulting from your incapacity due to physical or mental illness) after a demand
for substantial performance is delivered to you by the Board or the executive
committee thereof or the Chief Executive Officer of the Bank, which specifically
identifies the manner in which such body or executive believes that you have not
substantially performed your duties, or (ii) your willful dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material
breach of any provision of this Agreement.  For purposes of this paragraph (c),
no act, or failure to act, on your part shall be considered "willful" unless
done, or omitted to be done, by you in bad faith and without reasonable belief
that your action or omission was in, or not opposed to, the best interests of
the Bank.  Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or the board of directors of the Bank or
based upon the advice of counsel for the Company or the Bank shall be
conclusively presumed to be done, or omitted to be done, by you in good faith
and in the best interests of the Bank.  It is also expressly understood that
your attention to matters not directly related to the business of the Bank shall
not provide a basis for termination for Cause so long as the Board or the board
of directors of the Bank has approved your engagement in such activities.
Notwithstanding the foregoing, you shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to you a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire
<PAGE>
 
As of March 12, 1998
Page 5

membership of the board of directors of the Bank at a meeting
called and held for the purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the board of
directors of the Bank), finding that in the good faith opinion of the board of
directors of the Bank you were guilty of the conduct set forth above in (i) or
(ii) of this paragraph (c) and specifying the particulars thereof in detail.

          (d) Good Reason.  Termination by you of your employment for "Good
              -----------                                                  
Reason" shall mean termination based on:

          (i) an adverse change in your status or position(s) as an officer of
the Bank as in effect immediately prior to the date of the change in control,
including, without limitation, any adverse change in your status or position as
a result of a diminution in your duties or responsibilities (other than, if
applicable, any such change directly attributable to the fact that the Company
is no longer publicly owned) or the assignment to you of any duties or
responsibilities which are inconsistent with such status or position(s), or any
removal of you from or any failure to reappoint or reelect you to such
position(s) (except in connection with the termination of your employment for
Cause, Disability or Retirement or as a result of your death or by you other
than for Good Reason);

               (ii) a reduction by the Bank in your base salary as in effect
immediately prior to the date of the change in control;

              (iii) the failure by the Company or the Bank to continue in effect
any Plan (as hereinafter defined) in which you are participating at the time of
the change in control (or Plans providing you with at least substantially
similar benefits) other than as a result of the normal expiration of any such
Plan, or the taking of any action, or the failure to act, by the Bank which
would adversely affect your continued participation in any of such Plans on at
least as favorable a basis to you as is the case on the date of the change in
control or which would materially reduce your benefits in the future under any
of such Plans or deprive you of any material benefit enjoyed by you at the time
of the change in control;

              (iv)  the failure by the Bank to provide and credit you with the
number of paid vacation days to which you are then entitled in accordance with
its normal vacation policy as in effect on the date of the change in control;

               (v)  the requirement by the Bank that you be based at an office
that is greater than 35 miles from where your office is located on the date of
the change in control, except for required travel on the business of the Bank to
an extent substantially consistent with the business travel obligations which
you undertook on behalf of the Bank prior to the date of the change in control;

              (vi)  the failure by the Company and the Bank to obtain from any
Successor (as hereinafter defined) the assent to this Agreement contemplated by
Section 6 hereof;
<PAGE>
 
As of March 12, 1998
Page 6


             (vii)  any purported termination by the Bank of your employment
which is not effected pursuant to a Notice of Termination satisfying the
requirements of paragraph (e) below (and, if applicable, paragraph (c) above);
and for purposes of this Agreement, no such purported termination shall be
effective; or

            (viii)  any refusal by the Bank to continue to allow you to attend
to matters or engage in business or civic activities not directly related to the
business of the Bank which, as of the date of this agreement, you were permitted
by the Board or the board of directors of the Bank to attend to or engage in.

For purposes of this Agreement, "Plan" shall mean any compensation plan such as
an incentive, stock option or restricted stock plan or any employee benefit plan
such as a thrift, pension, profit sharing, medical, disability, accident, life
insurance plan or a relocation plan or policy or any other plan, program or
policy intended to benefit employees of the Bank.

          (e) Notice of Termination.  Any purported termination by the Bank or
              ---------------------                                           
by you following a change in control shall be communicated by written Notice of
Termination to the other party hereto.  For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon.

          (f) Date of Termination.  "Date of Termination" following a change in
              -------------------                                              
control shall mean (i) if your employment is to be terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that you shall
not have returned to the performance of your duties on a full-time basis during
such thirty (30) day period), (ii) if your employment is to be terminated by the
Bank for Cause or by you pursuant to Sections 4(d)(vi) and 6 hereof or for any
other Good Reason, the date specified in the Notice of Termination, or (iii) if
your employment is to be terminated by the Bank for any reason other than Cause,
the date specified in the Notice of Termination, which in no event shall be a
date earlier than ninety (90) days after the date on which a Notice of
Termination is given, unless an earlier date has been expressly agreed to by you
in writing either in advance of, or after, receiving such Notice of Termination.
In the case of termination by the Bank of your employment for Cause, if you have
not previously expressly agreed in writing to the termination, then within
thirty (30) days after receipt by you of the Notice of Termination with respect
thereto, you may notify the Bank that a dispute exists concerning the
termination, in which event the Date of Termination shall be the date set either
by mutual written agreement of the parties or by the arbitrators in a proceeding
as provided in Section 14 hereof.  During the pendency of any such dispute, the
Bank will continue to pay you your full compensation in effect just prior to the
time the Notice of Termination is given and until the dispute is resolved in
accordance with Section 14.

5.   COMPENSATION UPON TERMINATION OR DURING DISABILITY; OTHER AGREEMENTS.
     -------------------------------------------------------------------- 

     (a) During any period following a change in control that you fail to
perform your duties as a result of incapacity due to physical or mental illness,
you shall continue to receive your salary at the rate then in effect and any
benefits or awards under any Plans shall continue to accrue 
<PAGE>
 
As of March 12, 1998
Page 7

during such period, to the extent not inconsistent with such Plans, until your
employment is terminated pursuant to and in accordance with paragraphs 4(a) and
4(f) hereof. Thereafter, your benefits shall be determined in accordance with
the Plans then in effect.

     (b) If your employment shall be terminated for Cause following a change in
control, the Bank shall pay you your salary through the Date of Termination at
the rate in effect just prior to the time a Notice of Termination is given plus
any benefits or awards (including both the cash and stock components) which
pursuant to the terms of any Plans have been earned and are otherwise payable,
but which have not yet been paid to you.  Thereupon the Bank shall have no
further obligations to you under this Agreement.

     (c) Subject to Sections 8 and 9 hereof, if, within twenty-four (24) months
after a change in control shall have occurred, your employment by the Bank shall
be terminated (i) by the Bank other than for Cause, Disability or Retirement or
(ii) by you for Good Reason, then the Bank shall pay to you, no later than the
fifth business day following the Date of Termination, without regard to any
contrary provisions of any Plan (other than any deferral election pursuant the
Company's Deferred Compensation Plan), the following:

         (A) your salary through the Date of Termination at the rate in effect
     just prior to the time a Notice of Termination is given plus any benefits
     or awards (including both the cash and stock components) which pursuant to
     the terms of any Plans have been earned and otherwise payable, but which
     have not yet been paid to you; and

         (B) as severance pay and in lieu of any further salary for periods
     subsequent to the Date of Termination, an amount in cash equal to 1.5 times
     the higher of (1) your annual base salary on the Date of Termination or (2)
     your annual salary as in effect immediately prior to the change in control.

     (d) If, within twenty-four (24) months after a change in control shall have
occurred, your employment by the Bank shall be terminated (i) by the Bank other
than for Cause, Disability or Retirement or (ii) by you for Good Reason, then
the Bank shall maintain in full force and effect, for the continued benefit of
you and your dependents for a period terminating on the earliest of (x) 18
months after the Date of Termination, (y) the commencement date of equivalent
benefits from a new employer or (z) your attainment of age sixty-five (65), all
insured and self-insured employee health and welfare benefit Plans in which you
were entitled to participate immediately prior to the Date of Termination,
provided that your continued participation is possible under the general terms
and provisions of such Plans (and any applicable funding media) and you continue
to pay an amount equal to your regular contribution under such plans for such
participation.  If, at the end of 18 months after the Termination Date, you have
not reached your sixty-fifth birthday and you have not previously received or
are not then receiving equivalent benefits from a new employer, the Bank shall
arrange, at its sole cost and expense, to enable you to convert your and your
dependents' coverage under such Plans to individual policies or programs upon
the same terms as employees of the Bank may apply for such conversions.  In the
event that your participation in any such Plan is barred, the Bank shall, at its
sole cost and
<PAGE>
 
As of March 12, 1998
Page 8


expense, arrange to have issued for the benefit of you and your dependents
individual policies of insurance providing benefits substantially similar (on an
after-tax basis) to those which you otherwise would have been entitled to
receive under such Plans pursuant to this paragraph (d) or, if such insurance is
not available at a reasonable cost to the Bank, the Bank shall provide you and
your dependents with equivalent benefits (on an after-tax basis). You shall not
be required to pay any premiums or other charges in an amount greater than that
which you would have paid in order to participate in such Plans.

     (e) Except as specifically provided in paragraph (d) above, the amount of
any payment provided for in this Section 5 shall not be reduced, offset or
subject to recovery by the Bank by reason of any compensation earned by you as
the result of employment by another employer after the Date of Termination, or
otherwise.

6.   SUCCESSORS; BINDING AGREEMENT.
     ----------------------------- 

     (a) The Company and the Bank will seek, by written request at least five
business days prior to the time a Person becomes a Successor (as hereinafter
defined), to have such Person by agreement in form and substance satisfactory to
you, assent to the fulfillment of the Bank's obligations under this Agreement.
Failure of such Person to furnish such assent by the later of (i) three business
days prior to the time such Person becomes Successor or (ii) two business days
after such Person receives a written request to so assent shall constitute Good
Reason for termination by you of your employment if a change in control occurs
or has occurred.  For purposes of this Agreement, "Successor" shall mean any
Person that succeeds to, or has the practical ability to control (either
immediately or with the passage of time), the Bank's business directly, by
merger or consolidation, or indirectly, by purchase of the Voting Securities of
the Company or the Bank or otherwise.

     (b) This Agreement shall inure to the benefit of and be enforceable by your
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.  If you should die while any amount would
still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there
be no such designee, to your estate.

     (c) For purposes of this Agreement, the "Bank" and the "Company" shall
include any corporation or other entity which is the surviving or continuing
entity in respect of any merger, consolidation or form of business combination
in which the Bank or the Company, respectively, ceases to exist.

7.   FEES, EXPENSES AND INTEREST; MITIGATION.
     --------------------------------------- 

     (a) The Bank shall reimburse you, on a current basis, for all reasonable
legal fees and related expenses incurred by you in connection with this
Agreement following a change in control of the Bank, including, without
limitation, (i) all such fees and expenses, if any, incurred in
<PAGE>
 
As of March 12, 1998
Page 9


contesting or disputing any termination of your employment or incurred by you in
seeking advice with respect to the matters set forth in Section 8 hereof or (ii)
your seeking to obtain or enforce any right or benefit provided by this
Agreement, in each case, regardless of whether or not your claim is upheld by a
court of competent jurisdiction; provided, however, you shall be required to
                                 --------  -------
repay any such amounts to the Bank to the extent that a court issues a final and
non-appealable order setting forth the determination that the position taken by
you was frivolous or advanced by you in bad faith. In addition to the fees and
expenses provided herein, you shall also be paid interest on any disputed amount
ultimately paid to you at the prime rate announced by the Bank from time to time
from the date payment should have been made until paid in full.

     (b) You shall not be required to mitigate the amount of any payment the
Bank becomes obligated to make to you in connection with this Agreement, by
seeking other employment or otherwise.

8.   TAXES.
     ----- 

     (a) All payments to be made to you under this Agreement will be subject to
required withholding of federal, state and local income and employment taxes.

     (b) Notwithstanding anything in the foregoing to the contrary, if any of
the payments provided for in this Agreement, together with any other payments
which you have the right to receive from the Bank or any corporation which is a
member of an "affiliated group" (as defined in Section 1504(a) of the Internal
Revenue Code of 1986, as amended (the "Code") without regard to Section 1504(b)
of the Code) of which the Bank is a member, would constitute a "parachute
payment" (as defined in Section 280G(b)(2) of the Code), the payments pursuant
to this Agreement shall be reduced (reducing first the payments under Section
5(c)(B)) to the largest amount as will result in no portion of such payments
being subject to the excise tax imposed by Section 4999 of the Code; provided,
                                                                     -------- 
however, that the determination as to whether any reduction in the payments
-------                                                                    
under this Agreement pursuant to this proviso is necessary shall be made by you
in good faith, and such determination shall be conclusive and binding on the
Bank with respect to its treatment of the payment for tax reporting purposes.

9.   OTHER LIMITATIONS ON PAYMENTS.  Any payments made to you pursuant to this
     -----------------------------                                            
Agreement, or otherwise, are subject to and conditioned upon their compliance
with 12 U.S.C. (S) 1828(k) and any regulations promulgated thereunder.

10.  SURVIVAL.  The respective obligations of, and benefits afforded to, the
     --------                                                               
Bank and you as provided in Sections 5, 6(b), 7, 8, 9, 14 and 15 of this
Agreement shall survive termination of this Agreement.

11.  NOTICE.  For the purposes of this Agreement, notices and all other
     ------                                                            
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid and addressed, in the
case of the Bank, to the address set forth on the first page of this
<PAGE>
 
As of March 12, 1998
Page 10
 
Agreement or, in the case of the undersigned employee, to the address set forth
below his signature, provided that all notices to the Bank shall be directed to
the attention of the President of the Company and of the Bank, with a copy to
the Secretary of the Bank, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

12.  MISCELLANEOUS.  No provision of this Agreement may be modified, waived or
     -------------                                                            
discharged unless such modification, waiver or discharge is agreed to in a
writing signed by you and the Chief Executive Officer or President of the Bank.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or of compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.  No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement.  The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of California applied without regard to conflict of laws principles.

13.  VALIDITY.  The invalidity or unenforceability of any provision of this
     --------                                                              
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

14.  ARBITRATION.  Any dispute or controversy arising under or in connection
     -----------                                                            
with this Agreement shall be settled exclusively by arbitration in the County of
Los Angeles, State of California by three arbitrators in accordance with the
rules of the American Arbitration Association then in effect.  Judgment may be
entered on the arbitrators' award in any court having jurisdiction; provided,
                                                                    -------- 
however, that you shall be entitled to seek specific performance of your right
-------                                                                       
to be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.  The Bank shall
bear all costs and expenses arising in connection with any arbitration
proceeding pursuant to this Section 14.

15.  EMPLOYEE'S COMMITMENT.  You agree that subsequent to your period of
     ---------------------                                              
employment with the Bank, you will not at any time communicate or disclose to
any unauthorized person, without the written consent of the Bank, any
proprietary processes of the Company and the Bank or any other subsidiary of the
Company or other confidential information concerning their business, affairs,
products, suppliers or customers which, if disclosed, would have a material
adverse effect upon the business or operations of the Company, the Bank and the
other subsidiaries, taken as a whole; it being understood, however, that the
obligations of this Section 15 shall not apply to the extent that the aforesaid
matters (a) are disclosed in circumstances where you are legally required to do
so or (b) become generally known to and available for use by the public
otherwise than by your wrongful act or omission.

16.  RELATED AGREEMENTS.  To the extent that any provision of any other
     ------------------                                                
agreement between the Company, the Bank or any of the other subsidiaries of the
Company and you shall limit, qualify or be inconsistent with any provision of
this Agreement, then for purposes of this
<PAGE>
 
As of March 12, 1998
Page 11


Agreement, while the same shall remain in force, the provision of this Agreement
shall control and such provision of such other agreement shall be deemed to have
been superseded, and to be of no force or effect, as if such other agreement had
been formally amended to the extent necessary to accomplish such purpose.

18.  COUNTERPARTS.  This Agreement may be executed in several counterparts, each
     ------------                                                               
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

If this letter correctly sets forth our agreement on the subject matter hereof,
kindly sign and return to the Bank the enclosed copy of this letter which will
then constitute our agreement on this subject.

Sincerely,

FIDELITY FEDERAL BANK,
     A FEDERAL SAVINGS BANK


By:
   ____________________________
Name:  Richard M. Greenwood
Title:  Chief Executive Officer

Agreed to this _____ day
of ____________________, 199__.



________________________________ 
[Name]


     The payment of all obligations and liabilities of Fidelity Federal Bank, A
Federal Savings Bank under this Agreement, is specifically guaranteed by Bank
Plus Corporation.

BANK PLUS CORPORATION


By:
   __________________________________________
Name:  Richard M. Greenwood
Title:  President and Chief Executive Officer