Exhibit 4.2

Registered Number                                              CUSIP:__________
R-                                                             Registered Amount
  --------------                                               $
                                                                ---------------

                            Fidelity Federal Bancorp
                      12% Junior Subordinated Note Due 2004

     Fidelity Federal Bancorp, an Indiana corporation (herein called the
"Company", which term includes any successor corporation), for value received,
hereby promises to pay to ____________________________________ or registered
assigns, the principal sum of $____________________ Dollars on April 30, 2004,
and to pay interest thereon from May 1, 2001 or from the most recent date to
which interest has been paid or duly provided for, semi-annually, in arrears, on
May 1 and November 1 in each year, commencing November 1, 2001, at the rate of
12% per annum, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any
interest payment date will be paid to the Person in whose name this Note (or one
or more predecessor Notes) is registered at the close of business on the April
15 immediately preceding the May 1 interest payment dates or the October 15
immediately preceding the November 1 interest payment dates. Payment of the
principal of, and premium, if any, and interest on this Note will be made at the
offices of Fidelity Federal Bancorp, 18 N.W. Fourth St., Evansville, Indiana
47708, and at any other office or agency maintained by the Company for such
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

CERTIFICATE                                   FIDELITY FEDERAL BANCORP
  OF AUTHENTICATION

This is one of those Notes authorized         By:______________________________
by the Company as its 12% Junior
Subordinated Notes due 2004                   And:_____________________________

FIDELITY FEDERAL BANCORP

By:_____________________________________
   Authorized Representative

<PAGE>

     This Note is one of a duly authorized issuance by the Company designated as
its 12% Junior Subordinated Notes due 2004 (herein called the "Notes"), limited
in aggregate principal amount to $1,000,000 (subject to an increase of up to
$1,500,000 aggregate principal amount).

     The Notes are redeemable at the option of the Company, in whole or in part,
at any time upon not less than 15 and not more than 30 days' notice mailed to
each Holder of Notes to be redeemed at his address appearing in the Note
Register, on any date after May 1, 2001 and prior to maturity, at face value
plus accrued and unpaid interest to the date of redemption. If Notes are
redeemed, in whole or in part, between May 1, 2001 and April 30, 2002, the
Company also will pay to the Holder thereof a redemption premium equal to one
percent (1%) of the principal amount of the Note that has been redeemed.

     In the event of redemption of this Note in part only, a new Note or Notes
for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.

     The indebtedness evidenced by this Note will rank pari passu with the
Company's 9-1/8% Junior Subordinated Notes due 2001 and is an unsecured
obligation of the Company and is fully subordinated to all other indebtedness
and obligations of the Company, including any indebtedness or obligations issued
or incurred by the Company in the future.

     If the Company shall fail to pay the interest on, or principal of this Note
when due, the principal of and interest on this Note may be declared due and
payable by the Holder thereof and payment may be enforced in accordance with
applicable Indiana law.

     No Holder of any Note and no director, officer, employee, agent, manager,
partner or other interest holder of the Company shall have any liability for any
obligation of the Company under the Notes or for any claim based on, in respect
of or by reason of such obligations. Each Holder, by accepting a Note, waives
and releases all such liability. Such waiver and release shall be part of the
consideration for the issuance of the Notes. Notwithstanding the foregoing,
nothing in this provision shall be construed as a waiver or release of any
claims under the Federal securities laws.

     The transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the offices of Fidelity
Federal Bancorp, 18 NW Fourth St., Evansville, Indiana 47708, or at any other
office or agency maintained by the Company for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one of more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     The Notes are issuable only in registered form without coupons in
denomination of $1,000 and any integral multiple thereof and are exchangeable
for a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

<PAGE>

     In the event any Note is mutilated, lost, stolen or destroyed, the Company
may cause a new Note to be authenticated of like date, maturity and denomination
as that mutilated, lost, stolen, or destroyed, provided that, in the case of any
mutilated Note, such mutilated Note shall first be surrendered to the Company,
and in the case of any lost, stolen or destroyed Note, there shall be first
furnished to the Company evidence of such loss, theft or destruction
satisfactory to the Company, together with indemnity satisfactory to it. In the
event any such lost, stolen, or destroyed Note shall have matured, instead of
issuing a duplicate Note the Company may, upon receiving indemnity satisfactory
to it, pay the same without surrender thereof. The Company may charge the Holder
of such Note with its reasonable fees and expenses in connection with the above.

     Prior to due presentment of this Note for registration of transfer, the
Company and any agent of the Company may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company nor any such agent shall be affected by
notice to the contrary.

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:

TEN COM-          as tenants in common
TENANT-           as tenants by the entireties
JTTEN-            as joint tenants with rights of survivorship
                  and not as tenants in common

UNIF TRANF MIN ACT- ____________________ Custodian ___________________
                          (Cust)                          (Minor)

                        under Uniform Transfers to Minors
                      Act_________________________________
                                     (State)

     Additional abbreviations may also be used though not in the above list
     ----------------------------------------------------------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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/                  /
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Please print or typewrite name and address including postal zip code of assignee

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<PAGE>

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________________________________________ attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Date:
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THE SIGNATURE(S) SHOULD BE                     NOTICE: The signature to this
GUARANTEED BY AN ELIGIBLE                      assignment must correspond with
GUARANTOR INSTITUTION, (BANKS,                 the name(s) as written upon the
STOCKBROKERS, SAVINGS AND LOAN                 face of the within instrument in
ASSOCIATIONS AND CREDIT UNIONS WITH            face of the within instrument in
MEMBERSHIP IN AN APPROVED SIGNATURE            every particular, without
GUARANTEE MEDALLION PROGRAM),                  alteration or enlargement or any
PURSUANT TO S.E.C. RULE 17Ad-15.               damage whatever.