Exhibit 2.2

 BARBARA K. CEGAVSKE Secretary of State Filed in the office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20180054839-50 Filing Date and Time 02/02/2018 2:10 PM Entity Number E0593972017-4 Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Designation ( P U R S U A N T T O N R S 7 8 . 1 9 5 5 ) USE BLACK INK ONLY - DO NOT HIGHLIGHT Name of corporation: Fidelity Federal Bancorp Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) ABOVE SPACE IS FOR OFFICE USE ONLY By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. A series of five thousand (5,000) shares of preferred stock is designated Fixed Rate Cumulative Perpetual Preferred Stock, Series, D. The voting powers, designations, preferences, limitations, restrictions, and relative rights of shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series, D is attached hereto. Effective date of filing: (optional) Signature: (required) (must not be later than 90 days after the certificate is filed) X /s/ Donald R. Neel Signature of Officer Donald R. Neel, President and CEO Date: January 31, 2018 Filing Fee: $175.00 IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Stock Designation Revised: 1-5-15

CERTIFICATE OF DESIGNATIONS
OF
FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D
OF
FIDELITY FEDERAL BANCORP

In accordance with Chapter 78, Sections 195 and 1955 of the Nevada Revised Statutes, the undersigned officer hereby certifies that the following resolution was adopted by the Board of Directors of Fidelity Federal Bancorp, a Nevada corporation (the "Corporation"), at a meeting duly called and held:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation, in accordance with the provisions of the Articles of Incorporation and Bylaws of the Corporation and applicable law, a series of preferred stock of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations, and restrictions thereof, of the shares of such series, are as follows:

(F)           Fixed Rate Cumulative Perpetual Preferred Stock, Series D

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the "Fixed Rate Cumulative Perpetual Preferred Stock, Series D" (the "Designated Preferred D Shares"). The authorized number of shares of Designated Preferred D Shares shall be 5,000.

Part 2. Standard Provisions. The Standard Provisions contained in Annex D attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part. 3. Definitions. The following terms are used in this Certificate of Designations (including the Standard Provisions in Annex D hereto) as defined below:

(a)            "Common Stock" means the common stock, without par value, of the Corporation.

(b)            "Dividend Payment Date" for the Designated Preferred D Shares means February 15, May 15, August 15 and November 15 of each year.

(c)            "Junior Stock" means the Common Stock and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred D Shares as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

(d)            "Liquidation Amount" for the Designated Preferred D Shares means $1,000 per share of the Designated Preferred D Shares.

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(e)            "Parity Stock" means any class or series of stock of the Corporation (other than Designated Preferred D Shares) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred D Shares as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity Stock shall include the Corporation's Fixed Rate Cumulative Perpetual Preferred Stock, Series A and Fixed Rate Cumulative Perpetual Preferred Stock, Series B.

(e)            "Signing Date" means the Original D Shares Issue Date.

Part. 4. Certain Voting Matters. Holders of shares of Designated Preferred D Shares will be entitled to one vote for each such share on any matter on which holders of Designated Preferred D Shares are entitled to vote, including any action by written consent.

[Annex D follows immediately hereafter]

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ANNEX D

STANDARD PROVISIONS

Section 1. General Matters. Each share of the Designated Preferred D Shares shall be identical in all respects to every other share of the Designated Preferred D Shares. The Designated Preferred D Shares shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred D Shares shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer.

Section 2. Standard Definitions. As used herein with respect to Designated Preferred D Shares:

(a)            "Applicable Dividend Rate" means 9% per annum.

(b)        "Appropriate Federal Banking Agency" means the "appropriate Federal banking agency" with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c)           "Business Day" means any day except Saturday, Sunday and any day on which banking institutions in the State of Indiana generally are authorized or required by law or other governmental actions to close.

(d)            "Bylaws" means the bylaws of the Issuer, as they may be amended from time to time.

(e)            "Certificate of Designations" means the Certificate of Designations or comparable instrument relating to the Designated Preferred D Shares, of which these Standard Provisions form a part, as it may be amended from time to time.

(f)            "Charter" means the Issuer's certificate or articles of incorporation, articles of association, or similar organizational document.

(g)            "Dividend Period" for the Designated Preferred D Shares has the meaning set forth in Section 3(a).

(h)            "Dividend Record Date" for the Designated Preferred D Shares has the meaning set forth in Section 3(a).

(i)            "Liquidation Preference" for the Designated Preferred D Shares has the meaning set forth in Section 4(a).

(j)            "Original D Shares Issue Date" for the Designated Preferred D Shares means the date on which shares of Designated Preferred D Shares are first issued.

(k)           "Preferred Director" has the meaning set forth in Section 7(b).

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(1)            "Preferred Stock" means any and all series of preferred stock of the Issuer, including the Designated Preferred D Shares.

(m)          "Standard Provisions" mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred D Shares.

(n)           "Voting Parity Stock" means, with regard to any matter as to which the holders of Designated Preferred D Shares are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends.

(a)            Rate. Holders of Designated Preferred D Shares shall be entitled to receive, on each share of Designated Preferred D Shares if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred D Shares and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred D Shares, if any. Such dividends shall begin to accrue and be cumulative from the Original D Shares Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original D Shares Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a "Dividend Period" for the Designated Preferred D Shares, provided that the initial Dividend Period for the Designated Preferred D Shares shall be the period from and including the Original D Shares Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred D Shares in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred D Shares on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred D Shares on any Dividend Payment Date will be payable to holders of record of Designated Preferred D Shares as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date for the Designated Preferred D Shares (each, a "Dividend Record Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

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Holders of Designated Preferred D Shares shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred D Shares as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

(b)            Priority of Dividends. So long as any share of Designated Preferred D Shares remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred D Shares have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred D Shares on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice; (ii) the acquisition by the Issuer or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Issuer or any of its subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred D Shares and any shares of Parity Stock, all dividends declared on Designated Preferred D Shares and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred D Shares (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to the holders of Designated Preferred D Shares prior to such Dividend Payment Date.

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Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred D Shares shall not be entitled to participate in any such dividends.

Section 4. Liquidation Rights.

(a)            Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred D Shares shall be entitled to receive for each share of the Designated Preferred D Shares, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Designated Preferred D Shares as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the "Liquidation Preference").

(b)            Partial Payment. If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred D Shares and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred D Shares as to such distribution, holders of Designated Preferred D Shares and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c)           Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Designated Preferred D Shares and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred D Shares as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

(d)           Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred D Shares receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

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Section 5. Redemption.

(a)            Optional Redemption. Except as provided below, the Designated Preferred D Shares may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original D Shares Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original D Shares Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred D Shares at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original D Shares Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred D Shares at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

The redemption price for any shares of Designated Preferred D Shares shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b)           No Sinking Fund. The Designated Preferred D Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred D Shares will have no right to require redemption or repurchase of any shares of Designated Preferred D Shares.

(c)            Notice of Redemption. Notice of every redemption of shares of Designated Preferred D Shares shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred D Shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred D Shares. Notwithstanding the foregoing, if shares of Designated Preferred D Shares are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred D Shares at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred D Shares to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

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(d)           Partial Redemption. In case of any redemption of part of the shares of Designated Preferred D Shares at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred D Shares shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e)            Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the City of Indianapolis or the City of Carmel, Indiana, and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

(f)           Status of Redeemed Shares. Shares of Designated Preferred D Shares that are redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred D Shares may be reissued only as shares of any series of Preferred Stock other than Designated Preferred D Shares).

Section 6. Conversion. Holders of Designated Preferred D Shares shall have no right to exchange or convert such shares int o any other securities.

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Section 7. Voting Rights.

(a)            General. The holders of Designated Preferred D Shares shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b)           Preferred Stock Directors. Whenever, at any time or times, dividends payable on either the shares of Designated Preferred D Shares or the shares of any one or more other classes or series of Voting Parity Stock outstanding at the time have not been paid for an aggregate of six quarterly Dividend Periods or more or six quarterly dividend periods or more for any one or more other classes or series of Voting Parity Stock outstanding at the time, as applicable, whether or not consecutive, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred D Shares shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the "Preferred Directors" and each a "Preferred Director") to fill such newly created directorships at the Issuer's next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods and all past dividend periods for any one or more other classes or series of Voting Parity Stock outstanding at the time, as applicable, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount) and the latest completed dividend period for any one or more other classes or series of Voting Parity Stock outstanding at the time (including, if the designation of such class or series so provides, dividends on such amount), as applicable, on all outstanding shares of Designated Preferred D Shares and any one or more other classes or series of Voting Parity Stock outstanding at the time, as applicable, have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred D Shares, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred D Shares and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred D Shares at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

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(c)            Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred D Shares (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred D Shares is listed or traded at the time.

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Issuer and the transfer agent for Designated Preferred D Shares may deem and treat the record holder of any share of Designated Preferred D Shares as the true and lawful owner thereof for all purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices. All notices or communications in respect of Designated Preferred D Shares shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred D Shares are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred D Shares in any manner permitted by such facility.

Section 10. No Preemptive Rights. No share of Designated Preferred D Shares shall have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at the holder's expense upon surrender of that certificate to the Issuer. The Issuer shall replace certificates that become destroyed, stolen or lost at the holder's expense upon delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Issuer.

Section 12. Other Rights. The shares of Designated Preferred D Shares shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

[End of Annex D]

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IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate of Designation as of this 31^st day of January, 2018.

FIDELITY FEDERAL BANCORP
By:	/s/ Donald R. Neel
	Donald R. Neel, President and CEO

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