0000946275-08-000772 Sample Contracts

EXECUTIVE CONSENT TO ADDENDUMS OR AMENDMENTS TO COMPENSATION ARRANGEMENTS December ___, 2008 Fidelity Bancorp, Inc. Fidelity Bank, PaSB Pittsburgh, PA 15237 Dear _____________________,
Participation Agreement • December 12th, 2008 • Fidelity Bancorp Inc • State commercial banks

Fidelity Bancorp, Inc. (the “Company,” with reference to the Company top include reference to Fidelity Bank, PaSB) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

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