0001193125-06-055344 Sample Contracts

FIDELITY FEDERAL BANK & TRUST CHANGE IN CONTROL AGREEMENT FOR ROBERT L. FUGATE
Change in Control Agreement • March 16th, 2006 • Fidelity Bankshares Inc • Savings institution, federally chartered • Florida

This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made effective as of December 20, 2005 by and between a Fidelity Federal Bank & Trust, a federally chartered stock savings bank (the “Bank”), and Robert L. Fugate (the “Executive”). Any reference to “Company” herein shall mean Fidelity Bankshares, Inc., or any successor thereto.

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FIDELITY BANKSHARES, INC. CHANGE IN CONTROL AGREEMENT FOR CHRISTOPHER H. COOK
Control Agreement • March 16th, 2006 • Fidelity Bankshares Inc • Savings institution, federally chartered • Florida

This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made effective as of December 20, 2005 by and between Fidelity Bankshares, Inc., a Delaware corporation (the “Company”) with its principal office at 205 Datura Street, West Palm Beach, Florida 33401, and Christopher H. Cook (the “Executive”).

FIDELITY BANKSHARES, INC. EMPLOYMENT AGREEMENT FOR VINCE A. ELHILOW
Employment Agreement • March 16th, 2006 • Fidelity Bankshares Inc • Savings institution, federally chartered • Florida

This Agreement (this “Agreement”) is made effective as of the 20th day of December, 2005 by and between Fidelity Bankshares, Inc. (the “Company”), a Delaware corporation, with its principal administrative office at 205 Datura Street, West Palm Beach, Florida 33401, and Vince A. Elhilow (“Executive”).

FIDELITY FEDERAL BANK & TRUST CHANGE IN CONTROL AGREEMENT FOR CHRISTOPHER H. COOK
Control Agreement • March 16th, 2006 • Fidelity Bankshares Inc • Savings institution, federally chartered • Florida

This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made effective as of December 20, 2005 by and between a Fidelity Federal Bank & Trust, a federally chartered stock savings bank (the “Bank”), and Christopher H. Cook (the “Executive”). Any reference to “Company” herein shall mean Fidelity Bankshares, Inc., or any successor thereto.

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