June 21, 2000

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                                                                   EXHIBIT 10(L)

                          FIDELITY NATIONAL CORPORATION
                             COMPENSATION COMMITTEE

                     Resolutions adopted at meeting held on

                                  June 21, 2000

         WHEREAS, Fidelity National Corporation and Xxxxx X. Xxxxxx, Xx. entered
                  into an Employment Agreement as of September 18, 1997,
                  effective January 1, 1998, and amended as of November 3, 1997;
                  and

         WHEREAS, the parties hereto wish to amend said Employment Agreement;
                  and

         WHEREAS, under Xx. Xxxxxx'x leadership since November 3, 1997, the
                  Holding Company's and the Bank's regulatory composite ratings
                  have improved from a "4" to a "2"; and

         WHEREAS, the Company has grown from total assets of approximately $650
                  million to over $900 million; and

         WHEREAS, Xx. Xxxxxx has successfully led capital-raising efforts,
                  resulting in the Company achieving a capital ratio in excess
                  of 300 basis points over the statutory well-capitalized ratio
                  levels; and

         WHEREAS, the quality of the Company's loan portfolio has significantly
                  improved as evidenced by the decline in the Company's ratio of
                  net charge-offs to average loans from 3.58% for the year 1997
                  to .93% for the five months ended May 31, 2000; and

         WHEREAS, Xx. Xxxxxx has led the implementation of a strong risk
                  management process within the Company, staffed with a strong
                  management team while reducing the company's risk profile; and

         WHEREAS, compensation packages for executive officers in financial
                  institutions of comparable size and complexity have been
                  reviewed; and

         WHEREAS, the Compensation Committee is responsible for evaluating the
                  remuneration of executives of Fidelity to provide competitive
                  levels of compensation which take into account the annual and
                  long-term performance goals, whether there has been above
                  average corporate performance, the levels of an individual's
                  initiative, responsibility an achievements, and the need of
                  fidelity to attract and retain well trained and highly
                  motivated executives; and

         WHEREAS, the Compensation Committed has completed such a review;


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Fidelity National Corporation
Compensation Committee
June 21, 2000
Page 2

         NOW, THEREFORE, BE IT RESOLVED, that the Employment Agreement dated as
                  of September 18, 1997, amended November 3, 1997, be further
                  amended or changed to provide for an annual base salary of
                  $500,000, effective July 1, 2000;

         FURTHER RESOLVED, that Attachment A of the Employment Agreement-
                  "INCENTIVE COMPENSATION" - be amended or changed to provide
                  for additional Incentive Compensation up to $200,000 based on
                  the achievement of targets as set forth in Attachment A
                  thereto.

         FURTHER RESOLVED, that all other terms and conditions of said
                  Employment Agreement shall remain the same.

         FURTHER RESOLVED, that Xx. Xxxxxx be paid a specific bonus of $100,000
                  for the Company's performance during 1999 and the first half
                  of 2000.

         FURTHER RESOLVED, that the Compensation Committee hereby recommends the
                  Amendment of, or changes to, Xx. Xxxxxx'x Employment Agreement
                  as described herein to the Board of Directors of Fidelity
                  National Corporation and Fidelity National Bank.