Exhibit
10.2


AMENDMENT


TO


FIDELITY D & D BANCORP, INC.


2000 INDEPENDENT DIRECTORS


STOCK
OPTION PLAN


THIS
AMENDMENT (“Amendment”) to the Fidelity D & D Bancorp, Inc. 2000
Independent Directors Stock Option Plan (“Plan”) is made this 2nd day of
October, 2007 by Fidelity D & D Bancorp, Inc. (“Corporation”).


WITNESSETH:


WHEREAS, Corporation desires to
adopt certain changes to the Plan to ensure the Plan’s qualification for
exemption from the application of Section 409A of the Internal Revenue Code of
1986, as amended (“Section 409A”); and


WHEREAS, Corporation desires to
adopt additional modifications to the Plan in furtherance of the Plan’s
purposes.


NOW, THEREFORE, effective the
date hereof, Corporation hereby amends the Plan, as follows:


Section 4 of the Plan shall be modified by
substituting the following in place of the language appearing at the beginning
of such section and immediately preceding subparagraph (a) thereof:


4.               Stock
Options.  In the Board’s discretion,
Grants of Stock Options under the Plan may be made at any time by the Board at
any regular meeting of the Board to the Outside Directors.  No Stock Option shall be granted under the
Plan except upon specific action by the Board, and no person other than an Outside
Director shall be eligible to receive a grant of a Stock Option under the
Plan.  The terms of any Stock Options
granted shall be within the discretion of the Committee (as hereinafter
defined), if any, subject to rejection, modification or acceptance and approval
by the Board, and subject to the additional following terms and conditions and
other applicable provisions of the Plan:


Section 4(a) of the Plan shall be amended in its
entirety to read as follows:


The time period during
which any Stock Option is exercisable shall not commence before the expiration
of six (6) months or continue beyond the expiration of ten (10) years after the
date the Stock Option is awarded;











Section 4(b) of the Plan shall be modified by
substituting the following in place of the first sentence thereof:


If a director, who has
received an Award pursuant to the Plan, ceases to be a member of the Board for
any reason, the director may exercise the Stock Option not more than twelve
(12) months after such cessation to the extent that the Stock Option was then
and remains exercisable.


Section 4 of the Plan shall be further modified by
addition of the following language at the end thereof:


(e)                                  The
grant date for any Stock Option under the Plan shall be the date of the meeting
of the Board at which the grant was approved by action of the Board.


Section 5 of the Plan shall be modified by
substituting the following in place of the second sentence thereof:


The purchase price of the
shares of Common Stock with respect to which a Stock Option is exercised shall
be paid with the written notice of exercise, either in cash or in Common Stock,
including Common Stock issuable hereunder, at its then current Fair Market
Value, or in any combination thereof, as the Committee shall determine.


Section 6 of the Plan shall be amended in its entirety
to read as follows:


6.               Value.  Where used in the Plan, the “Fair Market
Value” of a share of Common Stock shall mean the last trade price for a share
of Common Stock on the principal established domestic securities exchange on
which the Common Stock is listed on the relevant date, or, if trades in shares
of Common Stock cannot be conducted on such date, then the last trade price for
a share of Common Stock on the date trades in shares of Common Stock can be
conducted next following the relevant date.


Section 10 of the Plan shall be modified by
addition of the following language at the end thereof:


Notwithstanding anything
to the contrary contained in this Section 10, any adjustment, substitution,
exchange or assumption with respect to a Stock Option hereunder shall be made
in accordance with the limitations prescribed under Section 409A, its
implementing regulations and other applicable guidance so as to qualify and
maintain the Plan’s exemption from application of such provision.


Section 13 of the Plan shall be
amended in its entirety to read as follows:











13.         Administration.  Control and management of the operation and
administration of the Plan shall be vested in the Board, or, to the extent and
subject to such constraints as the Board may decide in its sole discretion, in
the Company’s Compensation Committee or such other committee as the Board may
from time to time determine (“Committee”); provided, however, that the
Committee shall have no authority to grant any Award, and no Award shall be
granted under the Plan except upon specific action by the Board.  In the absence of a Committee, reference
thereto under the Plan shall be to the Board. 
Any authority granted under the Plan to the Committee shall be limited,
as the Board determines, notwithstanding language herein vesting such authority
in the Committee.


The Committee shall have
the authority and discretion to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, to determine the terms
and provisions of any agreements made pursuant to the Plan, and to make any and
all determinations that may be necessary or advisable for the administration of
the Plan.  Any interpretation of the Plan
by the Committee and any decision made by the Committee under the Plan shall be
final and binding.  Subject to the
requirement for Board approval of any Award, the Committee shall be responsible
for recommending what, when, to whom and under what facts and circumstances
Awards shall be made, and the form, number, terms, conditions and duration
thereof, including but not limited to when exercisable, the number of shares of
Common Stock subject thereto and the Stock Option exercise prices.  The Committee shall make all other
determinations and decisions, take all actions and do all things necessary or
appropriate in and for the administration of the Plan.  No member of the Board or of the Committee
shall be liable for any decision, determination or action made or taken in good
faith by such person under or with respect to the Plan or its administration.


Section 14 of the Plan shall be modified by
addition of the following language at the end thereof:


This Plan and all Awards
granted hereunder are intended to qualify for exemption from the application of
Section 409A, and all provisions hereof are to be construed consistent with
such exemption.  In the event that the
Plan or any provision or Award hereunder is determined to be subject to Section
409A, such shall be construed so as to comply with any applicable requirements
of such section.


Section 17 of the Plan shall be modified by
addition of the following language at the end thereof:


The Company, in its
discretion and as required by law, may require an Outside Director, upon
exercise of any Stock Option, to remit to the 











Company an amount
sufficient to satisfy any federal, state and other jurisdictions’ income and
other tax withholding requirements prior to delivery of any certificates for
shares of Common Stock; at the Committee’s discretion, remittance may be made
in cash, shares held by the Outside Director or through withholding by the
Company of sufficient shares issuable pursuant to the Stock Option to satisfy
the Outside Director’s withholding obligations.


IN WITNESS WHEREOF, Corporation
has caused this Amendment to be duly executed by its authorized representative.


	
  WITNESS:

  	
  FIDELITY D & D BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Brian J.
  Cali

  	
   

  	
  By:

  	
  /s/ Steven C. Ackmann

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  
	
  :196449