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                   SECOND AMENDMENT TO STANDARD OFFICE LEASE

                                (MODIFIED GROSS)

     This Second Amendment to Standard Office Lease (Modified Gross) is entered
into as of this 1st day of October, 1996 by and between CITADEL REALTY, INC., a
Delaware corporation ("Lessor") and FIDELITY FEDERAL BANK, A FEDERAL SAVINGS
BANK, a federally chartered savings association ("Lessee").

                                     RECITALS

     A.  Lessor and Lessee are parties to a Standard Office Lease (Modified
Gross) dated for reference purposes on July 15, 1994 (the "Lease") relating to
certain portions of the real property commonly described as 600 North Brand
Boulevard, Glendale, California (the "Building"), all as more particularly
described in the Lease (the "Premises").

     B.  Lessor and Lessee are also parties to a First Amendment to Standard
Office Lease (Modified Gross) ("First Amendment") dated for reference purposes
only May 15, 1995, relating to certain amendments to the Lease executed in
connection with certain Loan Documents entered into by and between Lessor and
Lessee.

     C.  Lessor has received a proposal from The Walt Disney Company and/or its
affiliates ("Disney") to lease floors two through six of the Building.

     D.  Contingent upon the execution of a lease between Lessor and Disney for
floors two through six of the Building (the "Disney Lease"), Lessor and Lessee
have agreed to modify the Lease to provide that Lessee relinquish and surrender
that portion of the original premises which relate to office accommodations
(floors four to six inclusive) (the "Office Floors").

     E.  This Second Amendment is intended to become effective on the date of
execution of the Disney Lease (the "Disney Lease Date").

                                   AGREEMENT

     On the basis of the foregoing recitals, the parties agree as follows:

     1.  Section 1.2 of the Lease is hereby deleted in full and replaced by the
following:

         "1.2 PREMISES: The ground floor, consisting of approximately 11,688.70
     BOMA rentable square feet (the "PREMISES"), as defined in paragraph 2 and
     as shown on Exhibit "A" hereto."

     2.  Section 1.4 of the Lease shall be deleted in full and replaced by the
following:

         "1.4  PERMITTED USE:  Retail bank branch, subject to paragraph 6."

     3.  Section 1.6 of the Lease shall be deleted in full and replaced by the
following:

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         "1.6  BASE RENT:  $26,602 per month, payable on the first day
     of each month, in advance, per paragraph 4.1."

     4.  Section 1.10 of the Lease is hereby deleted in full and replaced by the
following:

         "1.10  LESSEE'S SHARE OF OPERATING EXPENSES:  12.75% (based on 91,669
     total Building sq. ft.)."

     5.  Section 1.14 (Option to Purchase) of the Lease is hereby deleted in
full.

     6.  Section 2.2 of the Lease is hereby deleted in full and replaced by the
following:

         "2.2  VEHICLE PARKING:  So long as lessee is not in default, and
     subject to the rules and regulations attached hereto as Exhibit C and as
     established by Lessor from time to time, Lessee shall be entitled to use 25
     spaces in the parking garage located at 600 N. Maryland Avenue and 15
     spaces in the surface parking lot adjacent to the Building, with the right
     to require the Lessor to mark as "reserved" the 15 spaces in the surface
     parking lot; provided that nothing in this sentence shall alter Lessor's
     rights to make changes to the Common Areas as set forth in paragraph 2.5.
     The garage and the surface parking are shown on the site plan attached
     hereto as Exhibit E. All of the above parking spaces are included in the
     rental rate; provided, however, that Lessee shall pay any and all taxes or
     surcharges applicable to such parking use which may be levied by any state
     or local governmental agency from time to time. Further, Lessee shall have
     the right to use, in conjunction with others, an additional 20 spaces
     within the adjacent surface parking lot for visitor purposes. Landlord
     reserves the right to monitor and control all such parking."

     7.  Section 2.2.2 of the Lease is hereby deleted in full.

     8.  Section 39.1 of the Lease is hereby deleted in full and replaced by the
following:

         "39.1  DEFINITION:  As used in this paragraph the word "Option" has the
     following meaning: the right or option to extend the term of this Lease or
     to renew this Lease."

     9.  Section 39.6 (Option to Purchase) of the Lease is hereby deleted in
full.

     10.  Section 5 of the First Amendment is hereby deleted in full.

     11.  The second, third and fourth pages of Exhibit A to the Lease (showing
the floor plans for the fourth, fifth and sixth floors of the Building) are
hereby deleted, leaving only the first page of Exhibit A (showing the floor plan
for the ground floor of the Building).

     12.  Except as modified hereby, the terms of the Lease and of the First
Amendment remain in full force and effect; provided, however, that to the extent
any provision of the Lease not modified hereby relates directly to the 4th, 5th
and 6th floors of the Building, such provisions shall be deemed amended and
adjusted so as to refer solely to the ground floor of the Building, defined by
this Second Amendment to be the entire 

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Premises; and further provided, however, that the sections added as replacements
for sections in the original Lease which have been deleted are intended to speak
as of the date of the original Lease. By way of example, the Base Rent provided
for in Section 1.6 would have been the Base Rent for the ground floor as of the
date of the original Lease, July 15, 1994, and would, and is intended to be,
adjusted pursuant to the provisions of, among others, Section 1.7 and 4.8 such
that the Base Rent payable as of the date of this Second Amendment is the Base
Rent set forth in Section 1.6, as increased as provided elsewhere in the
original Lease. By way of further example, Section 1.9 (Security Deposit) is not
modified hereby, but any Security Deposit held by Lessor in excess of the
reduced rent payable by Lessee under this Second Amendment shall require Lessor
to refund to Lessee such excess.

          13.  This Second Amendment is effective as of the Disney Lease Date.
     However, Lessee's obligations to continue to pay rent as provided in the
     original Lease for the Office Floors shall continue until the earlier of a)
     120 days from the Disney Lease Date and b) the date upon which Disney is
     required to commence paying rent under the Disney Lease ("Disney Rent
     Commencement Date"); provided, however, that upon the Disney Rent
     Commencement Date, Lessor shall refund to Lessee all Base Rent paid by
     Lessee with respect to the Office Floors for the period between August 1,
     1996 and Disney Rent Commencement Date.

          IN WITNESS WHEREOF, this Second Amendment to Lease is executed as of
     the date first above written.

                                           CITADEL REALTY, INC.    
                                                                   
                                                                   
                                           By:                     
                                              -------------------------------
                                                                   
                                                                   
                                           FIDELITY FEDERAL BANK, A
                                           FEDERAL SAVINGS BANK    
                                                                   
                                                                   
                                           By:                     
                                              -------------------------------
                                                 Executive Vice President
                                                 Chief Financial Officer  

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