Exhibit 10.16

NOTE: Each director of the  Registrant  has entered into the  following  form of
      indemnification  agreement with  the  Registrant  effective as of February
      13, 2007.

                                     FORM OF
                       DIRECTOR INDEMNIFICATION AGREEMENT


         INDEMNIFICATION AGREEMENT, effective as of February 13,  2007,  by  and
between Fidelity Bancorp, Inc., a Pennsylvania corporation (the "Company"),  and
[Name of Director] (the "Indemnitee").

         WHEREAS,  it is  essential  to the  Company  to retain  and  attract as
directors and officers the most capable persons available;

         WHEREAS,  Indemnitee is a director and/or officer of the Company and/or
is serving at the  request of the  Company as a director  and/or  officer of its
wholly owned subsidiary, Fidelity Bank, PaSB (the "Bank");

         WHEREAS, the Company and the Indemnitee recognize the increased risk of
litigation  and other claims being  asserted  against  directors and officers of
financial institutions and their holding companies in today's environment;

         WHEREAS,  the  Company's  Articles of  Incorporation  provide  that the
Company shall indemnify any person who is or was a director,  officer,  employee
or agent of the Company or who is or was serving at the  Company's  request as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  against  expenses  actually and reasonably
incurred by him in  connection  with the defense or  settlement  of an action or
suit;

         WHEREAS,  the Company's Articles of Incorporation  further provide that
the indemnification and advancement expenses provided in Article 9 thereof shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification may be entitled under any insurance or other agreement,  vote of
stockholders or directors or otherwise;

         WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to assure Indemnitee's  continued service to
the  Company  and/or  the Bank,  in an  effective  manner and in part to provide
Indemnitee  with  specific   contractual   assurance  that  the  indemnification
protection  provided by the Company's  Articles of Incorporation and Bylaws, the
Pennsylvania  Business Corporation Law, and Federal laws and regulations will be
available to Indemnitee  (regardless  of, among other things,  any change in the
Pennsylvania  Business  Corporation  Law,  Federal laws and  regulations  or any
amendment to the  Company's  Articles of  Incorporation  or Bylaws  limiting the
indemnification  rights of

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<PAGE>

Indemnitee or any change in the composition of the Company's or the Bank's Board
of  Directors,  or any  acquisition  transaction  relating  to the  Bank  or the
Company),  and in order to induce  Indemnitee to continue to provide services to
the Company and to the Bank as an officer and/or director  thereof,  the Company
wishes to provide in this Agreement for  Indemnification of and the advancing of
expenses to  Indemnitee  to the fullest  extent  (whether  partial or  complete)
permitted  by law  and as set  forth  in  this  Agreement,  and,  to the  extent
insurance is  maintained,  for the continued  coverage of  Indemnitee  under the
Company's and Bank's directors' and officers' liability insurance policies;

         NOW,  THEREFORE,  in  consideration  of the  promises  and  commitments
between the parties and of Indemnitee  continuing to serve the Company directly,
or at its request,  with another  enterprise,  and intending to be legally bound
hereby, the parties hereto agree as follows:

        1.       Certain Definitions.

                  (a) Change in  Control:  shall mean an event of a nature  that
(I) would be  required  to be  reported  in response to Item 5.01 of the current
report on Form 8-K, as in effect on the date  hereof,  pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act");  or (II)
results in a direct or  indirect  acquisition  of control of the  Company or the
Bank,  within the meaning of the Bank Holding  Company Act of 1956 or the Change
in Bank Control Act, and the Rules and Regulations promulgated thereunder, as in
effect on the date hereof; or (III) without limitation, such a Change in Control
shall be deemed to have  occurred at such time as (a) any  "person" (as the term
is used in  Section  13(d)  and 14(d) of the  Exchange  Act) is or  becomes  the
"beneficial  owner" (as  defined in Rule 13d-3  promulgated  under the  Exchange
Act), directly or indirectly,  of securities or other ownership interests of the
Bank,  or the Company,  representing  twenty-five  percent  (25%) or more of the
combined voting power of the outstanding securities of the Bank, or the Company,
except for any  securities  purchased by an employee  stock  ownership  plan and
trust sponsored by the Bank or the Company or (b) individuals who constitute the
Board  of  Directors  of  the  Bank,  or of the  Company,  on  the  date  hereof
("Incumbent  Board")  cease for any reason to  constitute at least a majority of
the Board thereof;  provided that any person  becoming a director  subsequent to
the date hereof whose election was approved by a vote of at least three-quarters
of the directors  comprising the Board of the Bank, or the Company,  on the date
hereof, or whose nomination for election by the Bank's or Company's shareholders
or stockholders was approved by the same nominating  committee  serving under an
Incumbent Board, shall be, for purposes of this clause (b), considered as though
he were a  member  of the  Incumbent  Board or (c) the  occurrence  of a plan of
reorganization,  merger,  consolidation,  sale of all or  substantially  all the
assets of the Bank or the Company, or a similar transaction in which the Bank or
the Company is not the resulting entity.

                  (b) Expenses:  includes  attorneys'  fees and all other costs,
travel expenses,  fees of experts,  transcript costs, filing fees, witness fees,
telephone charges, postage,  delivery, service fees, expenses and obligations of
any  nature  whatsoever  paid or  incurred  in  connection

                                       2

<PAGE>

with investigating, defending, being a witness in or participating in (including
an appeal),  or preparing to defend, be a witness in or participate in any claim
relating to any Indemnifiable Event.

                  (c)  Indemnifiable  Event:  any event or occurrence that takes
place either prior to or after  execution of this Agreement  related to the fact
that  Indemnitee  is or was a director,  officer,  employee,  agent,  associate,
fiduciary,  manager, member, partner,  promoter, trustee of or holding a similar
position with the Bank or the Company,  or any affiliate  thereof,  or is or was
serving at the request of the Company as a director, officer, employee, trustee,
agent, associate,  fiduciary,  manager, member, partner, promoter, trustee of or
holding a similar position with another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise,  or by reason of anything done
or not  done by  Indemnitee  in any such  capacity.  Without  limitation  of any
indemnification   provided   hereunder,   an  Indemnitee   serving  (i)  another
corporation,  partnership,  joint venture or trust of which twenty percent (20%)
or more of the voting power or residual economic  interest is held,  directly or
indirectly, by the Company or the Bank, or (ii) any employee benefit plan of the
Company or the Bank or any entity  referred to in clause  (i),  in any  capacity
shall be deemed to be doing so at the request of the Company or the Bank.

                  (d)  Liability:  any  obligation  incurred  with  respect to a
proceeding to pay a judgment,  settlement,  penalty, or fine including an excise
tax assessed with respect to an employee benefit plan.

                  (e)  Potential  Change  in  Control:  shall be  deemed to have
occurred  if:  (i)  the  Bank  or  the  Company  enters  into  an  agreement  or
arrangement,  the  consummation  of which would  result in the  occurrence  of a
Change in Control;  (ii) any person (including the Bank or the Company) publicly
announces  an  intention  to  take  or  to  consider  taking  actions  which  if
consummated  would  constitute a Change in Control;  or (iii) the Board adopts a
resolution  to the effect  that,  for  purposes of this  Agreement,  a Potential
Change in Control has occurred.

                  (f) Proceeding:  any threatened,  pending or completed action,
suit,  proceeding or alternate dispute  resolutions  mechanism,  or any inquiry,
hearing or  investigation,  whether  conducted  by the Bank,  the Company or any
other party, the Indemnitee in good faith believes might lead to the institution
of any such action, suit, proceeding or alternate resolution mechanism,  whether
civil,  criminal,   administrative,  or  investigative  and  whether  formal  or
informal.

                  (g) Reviewing Party: any appropriate person or body consisting
of a member or members  of the Board of  Directors  of the  Company or any other
person or body  appointed  by the Board of Directors of the Company who is not a
party to the particular claim for which  Indemnitee is seeking  indemnification,
or Independent Legal Counsel.

                  (h) Independent Legal Counsel: Independent Legal Counsel shall
refer to an attorney,  selected in accordance  with the  provisions of Section 3
hereof,  who shall  not have

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<PAGE>

otherwise  performed services for the Bank, the Company or Indemnitee within the
last five years (other than in  connection  with seeking  indemnification  under
this  Agreement).  Independent  Legal Counsel shall not be any person who, under
the applicable standards of professional  conduct then prevailing,  would have a
conflict of interest in representing  any of the Bank, the Company or Indemnitee
in an action to determine  Indemnitee's  rights under this Agreement,  nor shall
Independent  Legal Counsel be any person who has been sanctioned or censured for
ethical violations of applicable standards of professional conduct.

        2.       Basic Indemnification Arrangement.

                  (a) In the event  Indemnitee  was, is or becomes at any time a
party to or witness or other participant in, or is threatened to be made a party
to or witness or other  participant in, a Proceeding by reason of (or arising in
part out of) an Indemnifiable  Event, the Company shall indemnify  Indemnitee to
the fullest  extent now or hereafter  authorized or permitted by law  (including
indemnification  to the fullest extent the Company may provide for by agreement)
as soon as practicable  but in any event no later than thirty days after written
demand  is  presented  to the  Company,  against  any  and all  Liabilities  and
Expenses, (including all interest, assessments and other charges paid or payable
in  connection  with or in respect of such  Liabilities  and  Expenses)  of such
Proceeding  and any  federal,  state,  local or  foreign  taxes  imposed  on the
Indemnitee  as a result of the actual or deemed  receipt of any  payments  under
this  Agreement  (including  the creation of the trust  referred to in Section 4
hereof).  If so requested by Indemnitee,  the Company shall advance (within five
business days of such  request) any and all Expenses to Indemnitee  (an "Expense
Advance").  Notwithstanding anything in this Agreement to the contrary, prior to
a Change  in  Control,  Indemnitee  shall  not be  entitled  to  indemnification
pursuant to this  Agreement  in  connection  with any  Proceeding  initiated  by
Indemnitee  against  the  Company,  or against any  director or officer  thereof
unless  the  Company  have  joined in or  consented  to the  initiation  of such
Proceeding.

                  (b)  Notwithstanding  the  foregoing,  (i) the  obligations of
the  Company  under  Section  2(a) shall be subject  to the  condition  that the
Reviewing Party shall not have determined (in a written opinion,  in any case in
which the Independent Legal Counsel referred to in Section 3 hereof is involved)
that Indemnitee  would not be permitted to be indemnified  under applicable law,
and (ii) the  obligation of the Company to make an Expense  Advance  pursuant to
Section 2(a) shall be subject to the condition  that, if, when and to the extent
that the Reviewing Party determines that Indemnitee would not be permitted to be
so  indemnified  under  applicable  law,  the  Company  shall be  entitled to be
reimbursed  by  Indemnitee  (who hereby agrees to reimburse the Company) for all
such  amounts  theretofore  paid;  provided,  however,  that if  Indemnitee  has
commenced  legal  proceedings in a court of competent  jurisdiction  to secure a
determination  that Indemnitee  should be indemnified  under applicable law, any
determination made by the Reviewing Party that Indemnitee would not be permitted
to be indemnified under applicable law shall not be binding and Indemnitee shall
not be required to reimburse  the Company for any Expense  Advance until a final
judicial  determination  is made with respect thereto (as to which all rights of
appeal  therefrom  have been  exhausted or lapsed).  Indemnitee's  obligation to
reimburse  the Company for Expense

                                       4

<PAGE>

Advances shall be unsecured and no interest shall be charged  thereon.  If there
has not been a Change in Control,  the Reviewing  Party shall be selected by the
Board of  Directors,  and if there has be a Change  in  Control,  (other  than a
Change in Control which has been  approved a majority of the Company's  Board of
Directors,  who were directors  immediately prior to such Change in Control) the
Reviewing Party shall be the Independent  Legal Counsel referred to in Section 3
hereof. If there has been no determination to be indemnified in whole or in part
under applicable law,  Indemnitee shall have the right to commence litigation in
any court in the  Commonwealth  of  Pennsylvania or in the United States' courts
having subject matter jurisdiction  thereof and in which venue is proper seeking
an initial  determination by the court or challenging any such  determination by
the  Reviewing  Party or any  aspect  thereof,  or the  legal or  factual  bases
therefor and the Company hereby  consents to service of process and to appear in
any such proceeding. Any determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and Indemnitee.

                  (c) In the event that  Indemnitee  is  serving as a  director,
officer or employee of the Bank, the Company shall cause the Bank to diligently,
promptly,  on good faith,  and at its own expense pursue any regulatory or other
approvals   required  for   indemnification  of  the  Indemnitee  under  federal
regulations  and all appeals or requests for  reconsideration  of any regulatory
objection to or denial of such indemnification.

         3. Change in Control.  The Company  agrees that if there is a Change in
Control (other than a Change in Control which has been approved by a majority of
the Company's Board of Directors,  who were directors  immediately prior to such
Change  in  Control)  then  Independent  Legal  Counsel  shall  be  selected  by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld)  and such  Independent  Legal  Counsel  shall  determine  whether  the
Indemnitee  is entitled to indemnity  payments and Expense  Advances  under this
Agreement or any other agreement or the Articles of  Incorporation  or Bylaws of
the Company,  now or hereafter  in effect  relating to claims for  Indemnifiable
Events.  Such Independent  Legal Counsel,  among other things,  shall render its
written opinion to the Company,  and Indemnitee as to whether and to what extent
the Indemnitee  will be permitted to be  indemnified.  The Company agrees to pay
the reasonable fees of the Independent Legal Counsel and to indemnify fully such
Independent  Legal Counsel  against any and all expenses  (including  attorneys'
fees),  claims,  liabilities  and  damages  arising  out of or  relating to this
Agreement or the engagement of Independent Legal Counsel pursuant hereto.

         4.  Establishment  of  Trust.  In the  event of a  Potential  Change in
Control,  the Company shall, upon written request by Indemnitee,  create a trust
for the  benefit of  Indemnitee  and from time to time upon  written  request of
Indemnitee shall fund such trust in an amount  sufficient to satisfy any and all
Expenses reasonably  anticipated at the time of each such request to be incurred
in connection with investigating, preparing for and defending any claim relating
to an  Indemnifable  Event,  and any and all  judgments,  fines,  penalties  and
settlement amounts of any and all claims relating to an Indemnifiable Event from
time to time actually paid or claimed,  reasonably anticipated or proposed to be
paid.  The  amount or  amounts  to be  deposited  in the trust  pursuant  to the
foregoing funding  obligation shall be determined by the

                                       5

<PAGE>

Reviewing Party, in any case in which the Independent  Legal Counsel referred to
above is  involved.  The terms of the trust shall  provide that upon a Change in
Control (i) the trust  shall not be revoked or the  principal  thereof  invaded,
without the written  consent of  Indemnitee,  (ii) the  trustee  shall  advance,
within five  business days of a request by  Indemnitee,  any and all Expenses to
Indemnitee  (and  Indemnitee  hereby  agrees to  reimburse  the trust  under the
circumstances  under which Indemnitee would be required to reimburse the Company
under  Section  2(b) of this  Agreement),  (iii) the trust shall  continue to be
funded by the  Company,  in  accordance  with the funding  obligation  set forth
above,  (iv) the trustee shall  promptly pay to Indemnitee all amounts for which
Indemnitee  shall be entitled to  indemnification  pursuant to this Agreement or
otherwise,  and (v) all  unexpected  funds in such  trust  shall  revert  to the
Company,  upon a final  determination  by the  Reviewing  Party  or a  court  of
competent  jurisdiction,  as the case may be,  that  Indemnitee  has been  fully
indemnified  under the terms of this  Agreement.  The trustee shall be chosen by
Indemnitee.  Nothing in this  Section 4 shall  relieve the Company of any of its
obligations  under this  Agreement.  All income earned on the assets held in the
trust shall be reported as income by the Company for federal,  state and foreign
tax purposes.

         5. Indemnification for Additional Expenses. The Company shall indemnify
Indemnitee  against any and all  expenses  (including  attorneys'  fees) and, if
requested by  Indemnitee,  shall  (within five  business  days of such  request)
advance  such  expenses  to  Indemnitee,  which are  incurred by  Indemnitee  in
connection  with any claim  asserted  against or in  connection  with any action
brought by Indemnitee for (i)  indemnification or advance payment of Expenses by
the  Company  under  this  Agreement  or any  other  agreement  or  Articles  of
Incorporation  or Bylaws of the Company now or hereafter  in effect  relating to
claims for  Indemnifiable  Event and/or (ii) recovery  under any  directors' and
officers'  liability  insurance  policies  maintained by the Company or the Bank
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification,  advance expense payment or insurance recover,  as the case may
be.

         6.  Partial  Indemnity,  Etc.  If  Indemnitee  is  entitled  under  any
provisions of this Agreement to  indemnification  by the Company or the Bank for
some or a portion of the Liabilities and Expenses,  but not, however, for all of
the total amount thereof,  the Company shall nevertheless  indemnify  Indemnitee
for  the  portion   thereof  to  which   Indemnitee   is   entitled.   Moreover,
notwithstanding  any other  provision  of this  agreement,  to the  extent  that
Indemnitee  has been  successful on the merits or otherwise in defense of any or
all  Proceedings  relating in whole or in part to an  Indemnifiable  Event or in
defense of any issue or matter therein,  including  dismissal without prejudice,
Indemnitee  shall be  indemnified  against all Expenses  incurred in  connection
therewith.

         7. Defense to Indemnification,  Burden of Proof  and  Presumptions.  It
shall be a defense to any action brought by the  Indemnitee  against the Company
to enforce this  Agreement  (other than an action brought to enforce a claim for
Expenses  incurred in defending a Proceeding in advance of its final disposition
where the  required  undertaking  has been  tendered  to the  Company)  that the
Indemnitee has not met the standards of conduct that make it

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<PAGE>

permissible under the Pennsylvania  Business  Corporation Law for the Company to
indemnify  the  Indemnitee  for the  amount  claimed.  In  connection  with  any
determination  by the Reviewing  Party or otherwise as to whether the Indemnitee
is entitled  to be  indemnified  hereunder,  the burden of proof shall be on the
Company to establish the  Indemnitee is so entitled.  Neither the failure of the
Company   (including  its  Board  of  Directors,   Independent   Legal  Counsel,
shareholders  or  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such  action  by the  Indemnitee  that  indemnification  of the
claimant  is  proper  under  the  circumstances  because  he or she  has met the
applicable   standard  of  conduct  set  forth  in  the  Pennsylvania   Business
Corporation Law, nor an actual determination by the Company (including its Board
of Directors,  Independent Legal Counsel, shareholders or stockholders) that the
Indemnitee has not met such applicable  standard of conduct,  shall be a defense
to the  action  or  create a  presumption  that the  Indemnitee  has not met the
applicable standard of conduct. For purposes of this Agreement,  the termination
of any  claim,  action,  suit or  proceeding,  by  judgment,  order,  settlement
(whether with or without court  approval) or conviction,  or upon a plea of nolo
contendere,  the  entry  of any  order of  probation  before  judgment  or their
equivalent,  shall not create a  presumption  that  Indemnitee  did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.

         8. Non-exclusivity, Etc. The rights of Indemnitee hereunder shall be in
addition  to any  other  rights  Indemnitee  may  have  under  the  Articles  of
Incorporation  or Bylaws of the Company,  the Charter or Bylaws of the Bank,  or
the  governing  instruments  of any other  entity or the  Pennsylvania  Business
Corporation  Law or Federal laws and  regulations,  or otherwise.  To the extent
that a change in  Pennsylvania  Business  Corporation  Law or  Federal  laws and
regulations   (whether  by  statute  or  judicial   decision)   permits  greater
indemnification by agreement than would be afforded currently under the Articles
of Incorporation and Bylaws of the Company and this Agreement,  it is the intent
of the parties hereto that Indemnitee  shall enjoy by this Agreement the greater
benefits so afforded by such change.

         9. No Construction as Employment  Agreement.  Nothing  contained herein
shall be construed as giving Indemnitee any right to be retained in the employee
of the Company or any of its subsidiaries.

         10. Liability Insurance. To the extent the Company or the Bank maintain
an insurance  policy or policies  providing  directors' and officers'  liability
insurance, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
director or officer thereunder.

         11. Amendments,  Etc. No supplement,  modification or amendment of this
Agreement shall be binding unless executed in writing by the parties hereto.  No
waiver  of any of the  provisions  of this  Agreement  shall be  deemed or shall
constitute a waiver of any provisions  hereof (whether or not similar) nor shall
such waiver constitute a continuing waiver.

                                       7

<PAGE>

         12.  Subrogation.  In the event of payment  under this  Agreement,  the
Company  shall be  subrogated to the extent of such payment to all of the rights
of recovery of  Indemnitee,  who shall execute all papers  required and shall de
everything that may be necessary to secure such rights,  including the execution
of such documents  necessary to enable the Company  effectively to bring suit to
enforce such rights.

         13. No Duplication  of Payments.  The Company shall not be liable under
this  Agreement  to make any payment in  connection  with any claim made against
Indemnitee to the extent  Indemnitee  has otherwise  actually  received  payment
(under any insurance policy,  Articles of Incorporation or Bylaws of the Company
or otherwise) of the amounts otherwise indemnifiable hereunder.

         14. Specific  Performance.  The parties recognize that if any provision
of this  Agreement  is violated  by the  Company,  Indemnitee  may be without an
adequate remedy at law.  Accordingly,  in the event of any such  violation,  the
Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings,
either in law or at equity, to obtain damages, to enforce specific  performance,
to enjoin  such  violation,  or to obtain any relief or any  combination  of the
foregoing as Indemnitee may elect to pursue.

         15.  Binding  Effect,  Etc. This  Agreements  shall be binding upon and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
respective  successors,  assigns,  including any direct or indirect successor by
purchase, merger,  consolidation or otherwise to all or substantially all of the
business  and/or  assets of the Company,  spouses,  heirs and personal and legal
representatives.  The Company  shall  require and cause any  successor  (whether
direct  or  indirect  by  purchase,  merger,  reorganization,  consolidation  or
otherwise) to all,  substantially  all, or a  substantial  part, of the business
and/or  assets  of the  Company,  by  written  agreement  in form and  substance
satisfactory  to  Indemnitee,  expressly  to assume  and agree to  perform  this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform if no such succession had taken place.  This Agreement shall
continue in effect  regardless  of whether  Indemnitee  continues  to serve as a
director  and/or  officer  of the  Company  or of any  other  enterprise  at the
Company's request.

         16.  Severability.  The provisions of this Agreement shall be severable
in the event that any of the provisions hereof (including any provision within a
single  section,  paragraph  or  sentence)  are  held  by a court  of  competent
jurisdiction to be invalid, void or otherwise  unenforceable,  and the remaining
provisions  shall remain  enforceable  to the fullest  extent  permitted by law.
Furthermore,  to the fullest extent  possible,  the provisions of this Agreement
(including,  without limitations,  each portion of this Agreement containing any
provision  held to be  invalid,  void or  otherwise  unenforceable,  that is not
itself invalid,  void or unenforceable)  shall be construed so as to give effect
to  the  intent   manifested   by  the  provision   held  invalid,   illegal  or
unenforceable.

         17.  Regulatory  Limitations.  Nothing  herein shall be deemed to be an
agreement to pay any indemnification  prohibited by Section 18(k) of the Federal
Deposit Insurance Act, 12

                                       8

<PAGE>

U.S.C.  ss.1828(k),  or any orders or regulations  issued by the Federal Deposit
Insurance  Corporation  thereunder;  provided,  however,  that in the case of an
administrative  proceeding or civil action initiated  against  Indemnitee by any
federal  banking  agency,  the Company shall take such  procedures and make such
determinations as may be required under such regulations to indemnify Indemnitee
in connection with such proceeding or action.

         18.  Governing Law. This  Agreement  shall be governed by and construed
and enforceable in accordance with the laws of the Commonwealth of Pennsylvania,
and  applicable  to contracts  made and to be  performed  in such state  without
giving effect to the  principles  of conflicts of laws,  except as may  conflict
with the laws of the United States of America.

                                       9

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date written above.



FIDELITY BANCORP, INC.                         INDEMNITEE



BY:
    --------------------------                 ---------------------------------
       Richard G. Spencer
       President