FIDELITY BANKSHARES, INC.
                           CHANGE IN CONTROL AGREEMENT
                                       FOR
                               CHRISTOPHER H. COOK

     This CHANGE IN CONTROL  AGREEMENT  ("Agreement")  is made  effective  as of
December  __,  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").

     WHEREAS, the Company and the Executive had previously entered into a Change
in Control Agreement, effective as of January 1, 2004; and

     WHEREAS,  the Executive has been elected to, and has agreed to serve in the
position of Executive  Vice  President  and  Corporate  Counsel for the Fidelity
Federal Bank and Trust (the "Bank"), the wholly-owned subsidiary of the Company,
a position of substantial responsibility; and

     WHEREAS, the Company recognizes the substantial  contribution the Executive
has made to the  Bank  and the  Company  and  wishes  to  protect  his  position
therewith for the period provided in this Agreement; and

     WHEREAS, the Executive is deemed a "Specified Employee" for purposes of new
Section 409A of the Internal  Revenue Code ("Code") and the payments  under this
Agreement are deemed to be "deferred  compensation,"  such that the Agreement is
required to be modified to conform to the requirements of Code Section 409A.

     NOW, THEREFORE, in consideration of the contribution of the Executive,  and
upon the other terms and  conditions  hereinafter  provided,  the parties hereto
agree as follows:

1.   TERM OF AGREEMENT

     The term of this Agreement shall be deemed to have commenced as of the date
first above  written and shall  continue  for a period of  thirty-six  (36) full
calendar months  thereafter.  Commencing on the first  anniversary  date of this
Agreement   ("Anniversary   Date")  and  continuing  at  each  Anniversary  Date
thereafter,  the Board of Directors of the Company (the  "Board") may extend the
Agreement  for  an  additional  year.  The  Board  will  conduct  a  performance
evaluation of the Executive  for purposes of  determining  whether to extend the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.

2.   PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL

     (a) Upon the  occurrence  of a Change in Control of the Bank or the Company
(as herein defined) the provisions of Section 3 shall apply.


<PAGE>

     (b) A "Change  in  Control"  of the Bank or the  Company  shall  mean (i) a
change in ownership of the Bank or the Company  under  paragraph  (a) below,  or
(ii) a change in effective  control of the Bank or the Company  under  paragraph
(b) below,  or (iii) a change in the ownership of a  substantial  portion of the
assets of the Bank or the Company under paragraph (c) below:


                  (a)      Change in the ownership of the Bank or the Company. A
                           change in the ownership of the Bank or the Company
                           shall occur on the date that any one person, or more
                           than one person acting as a group (as defined in
                           Proposed Treasury Regulation Section
                           1.409A-3(g)(5)(v)(B)), acquires ownership of stock of
                           the corporation that, together with stock held by
                           such person or group, constitutes more than 50
                           percent of the total fair market value or total
                           voting power of the stock of such corporation.

                  (b)      Change in the effective  control of the Bank or the
                           Company.  A change in the effective  control of the
                           Bank or the Company  shall occur on the date that
                           either (i) any one person,  or more than one person
                           acting as a group (as defined in Proposed Treasury
                           Regulation Section  1.409A-3(g)(5)(v)(B)), acquires
                           (or has acquired during the  12-month  period ending
                           on the date of the most recent acquisition by such
                           person or persons) ownership of stock of the
                           corporation  possessing 35 percent or more of the
                           total voting power of the stock of such corporation;
                           or (ii) a majority of members of the corporation's
                           Board of  Directors is replaced during any 12-month
                           period by directors whose appointment or election is
                           not endorsed by a majority of the members of the
                           corporation's  Board of directors prior to the date
                           of the appointment or election,  provided that this
                           sub-section  (ii) is  inapplicable  where a majority
                           shareholder  of the Bank or the  Company is
                           another corporation.

                  (c)      Change in the  ownership  of a  substantial  portion
                           of the Bank or the  Company's assets. A change in the
                           ownership of a substantial  portion of the Bank or
                           the Company's assets shall occur on the date that
                           any one person,  or more than one person  acting as
                           a group (as defined in Proposed Treasury Regulation
                           Section 1.409A-3(g)(5)(v)(B)), acquires (or has
                           acquired  during the 12-month period ending on the
                           date of the most recent acquisition by such person
                           or persons)  assets  from the  corporation that have
                           a total gross fair market value equal to or more than
                           40% of the total gross fair market value of (i) all
                           of the assets of the Bank or the Company, or (ii)
                           the value of the assets  being  disposed  of, either
                           of which is  determined without regard to any
                           liabilities associated with such assets.

                  (d)      For all purposes hereunder, the definition of Change
                           in Control shall be construed to be consistent with
                           the requirements of Proposed Treasury Regulation
                           Section 1.409A-3(g), except to the extent that such
                           proposed regulations are superseded by subsequent
                           guidance.


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<PAGE>

     (c) The Executive shall not have the right to receive benefits  pursuant to
Section 3 hereof in the event of  Termination  for Cause  prior to the Change in
Control.  The term "Termination for Cause" shall mean termination because of the
Executive's  intentional failure to perform stated duties,  personal dishonesty,
incompetence,  willful  misconduct,  any  breach  of  fiduciary  duty  involving
personal  profit,  willful  violation of any law, rule,  regulation  (other than
traffic  violations or similar offenses) or final cease and desist order, or any
material  breach of any material  provision of this  Agreement.  In  determining
incompetence,  the  acts  or  omissions  shall  be  measured  against  standards
generally prevailing in the savings institution  industry.  For purposes of this
paragraph,  no act or  failure  to act on the  part of the  Executive  shall  be
considered "willful" unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive's action or omission
was in the best  interest of the Company.  Notwithstanding  the  foregoing,  the
Executive shall not be deemed to have been terminated for Cause unless and until
there shall have been  delivered to him a copy of a  resolution  duly adopted by
the affirmative vote of not less than  three-fourths of the members of the Board
at a meeting of the Board  called and held for that  purpose  (after  reasonable
notice to the Executive and an opportunity for him, together with counsel, to be
heard before the Board),  finding  that in the good faith  opinion of the Board,
the  Executive  was  guilty  of  conduct  justifying  Termination  for Cause and
specifying the particulars  thereof in detail.  The Executive shall not have the
right to receive compensation or other benefits for any period after Termination
for Cause. Any stock options granted to Executive under any stock option plan of
the Company or any subsidiary or affiliate  thereof,  shall become null and void
effective upon Executive's Termination for Cause and shall not be exercisable by
Executive at any time subsequent to such Termination for Cause.

3.   CHANGE IN CONTROL BENEFITS

     Upon the occurrence of a Change in Control,  the Company shall be obligated
to pay the Executive,  or in the event of his subsequent  death, his beneficiary
or beneficiaries, or his estate, as the case may be, the following:

     (a) a payment  equal to three times the sum of (i) the highest rate of base
salary, and (ii) highest rate of bonus awarded to the Executive during the prior
three years by the Bank and/or the Company,  subject to  applicable  withholding
taxes.  The payments  shall be made in a lump sum on the  effective  date of the
Change in Control.  Such  payments  shall not be reduced in the event  Executive
obtains other employment following the Change in Control;

     (b) for so long as  Executive is employed by the Bank and/or  Company,  and
continuing  for a period of  thirty-six  (36) months  following  termination  of
employment,  continued  life  insurance  coverage for  Executive and health care
coverage  (including  dental) for  Executive and  Executive's  dependents at the
Company's own expense (at the end of which, Executive shall be entitled to elect
the maximum  continued  health care coverage  available in  accordance  with the
COBRA  provisions  of  Section  4980B of the  Code) and such  coverage  shall be
substantially  identical to the coverage  maintained  by the Bank or the Company
for the Executive prior to the Change in Control;


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<PAGE>

     (c) any outstanding unvested stock options or shares of restricted stock of
the Company that have been awarded to Executive  shall become fully vested as of
the Change in Control;

     (d) at the time of or within sixty (60) days (or within such shorter period
to the extent that information can be reasonably  obtained) following the Change
in Control,  a lump sum payment in an amount  equal to the present  value of the
Bank's  contributions  that would be made on Executive's behalf under the Bank's
401(k)  Plan  and  employee   stock   ownership  plan  (and  any  other  defined
contribution  plan maintained by the Bank) if he continued  working for the Bank
for a thirty-six (36) month period following the Change in Control,  earning the
base salary that would be achieved  during the remaining  unexpired term of this
Agreement (assuming,  if a Change in Control has occurred,  that the annual base
salary  increases at the rate of six percent  (6%) per year on each  Anniversary
Date over the remaining  unexpired term of the Agreement) and making the maximum
amount of employee  contributions  permitted,  if any, under such plan or plans,
where such  present  values are to be  determined  using a discount  rate of six
percent (6%) per year;

     (e) at the time of or within sixty (60) days (or within such shorter period
to the extent that information can reasonably be obtained)  following the Change
in Control,  a lump sum payment in an amount equal to the excess, if any, of (A)
the  present  value of the  benefits  to which he would be  entitled  under  the
Fidelity Federal Savings Bank of Florida Supplemental  Executive Retirement Plan
(and any other deferred  compensation plan for management or highly  compensated
employees that are maintained by the Bank) if he continued  working for the Bank
for the thirty-six (36) month period following the Change in Control at the base
salary and bonus that would be achieved  during the remaining  unexpired term of
this Agreement (assuming,  if a Change in Control has occurred, that annual base
salary and bonus each  increase at the rate of six percent (6%) per year on each
Anniversary Date for the remaining unexpired term of the Agreement) over (B) the
present  value of the benefits to which he is actually  entitled  under any such
plan, as of the date of the Change in Control,  where the present  values are to
be determined using a discount rate of six percent (6%) and the mortality tables
prescribed under Section 72 of the Code;

     (f)  Payments  under  Section  3(d) and  Section  3(e) above  shall be made
irrespective of whether termination of employment has occurred.  Notwithstanding
anything   herein  to  the  contrary,   if  termination  of  employment   occurs
simultaneously  with the  effective  date of the  Change  in  Control,  and such
termination  is deemed a "Separation  from  Service"  within the meaning of Code
Section 409A,  then the payments  required under this Section 3 shall be delayed
until the first day of the seventh month following such Separation from Service,
but only if required by Code Section 409A.

4.   ADDITIONAL PAYMENTS RELATED TO A CHANGE IN CONTROL

     (a) In each calendar year that Executive is entitled to receive payments or
benefits under the provisions of this Agreement,  a Change in Control  Agreement
between  Executive and the Bank dated December __, 2005 ("Bank Change in Control
Agreement")  and/or a Company  or Bank  sponsored  employee  benefit  plan,  the


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<PAGE>

independent  accountants of the Company shall  determine if an excess  parachute
payment  (as defined in Section  4999 of the Code)  exists.  Such  determination
shall be made after taking any reductions  permitted pursuant to Section 280G of
the Code and the regulations  thereunder.  Any amount determined to be an excess
parachute  payment after taking into account such reductions  shall be hereafter
referred to as the "Initial Excess Parachute Payment." As soon as practicable in
connection with a Change in Control,  the Initial Excess Parachute Payment shall
be determined. For purposes of this determination,  Executive shall be deemed to
pay federal  income  taxes at the highest  marginal  rate of federal  income tax
(including,  but not limited to, the Alternative Minimum Tax under Code Sections
55-59,  if  applicable)  and state and local income tax, if  applicable,  at the
highest  marginal  rate of  taxation in the state and  locality  of  Executive's
residence on the date such payment is payable,  net of the maximum  reduction in
the federal income taxes which could be obtained from any available deduction of
such state and local taxes.  Any  determination  by the independent  accountants
shall be binding on the Company and  Executive.  Within five (5) days after such
determination,   the  Company  shall  pay   Executive,   subject  to  applicable
withholding  requirements  under applicable state or federal law an amount equal
to:

                  (i) twenty (20) percent of the Initial Excess Parachute
         Payment (or such other amount equal to the tax imposed under Section
         4999 of the Code), and

                  (ii) such additional amount (tax allowance) as may be
         necessary to compensate Executive for the payment by Executive of state
         and federal income and excise taxes on the payment provided under
         Clause (i) and on any payments under this Clause (ii). In computing
         such tax allowance, the payment to be made under Clause (i) shall be
         multiplied by the "gross up percentage" ("GUP"). The GUP shall be
         determined as follows:

                                    Tax Rate
                              GUP = ----------
                                   1- Tax Rate

The Tax Rate for  purposes of  computing  the GUP shall be the highest  marginal
federal  and  state  income  and  employment-related  tax  rate,  including  any
applicable  excise tax rate,  applicable  to  Executive in the year in which the
payment under Clause (i) is made.

     (c) Notwithstanding  the foregoing,  if it shall subsequently be determined
in a final judicial determination or a final administrative  settlement to which
Executive  is a party  that the excess  parachute  payment as defined in Section
4999 of the Code,  reduced as described  above,  is  different  from the Initial
Excess Parachute  Payment (such different amount being hereafter  referred to as
the  "Determinative  Excess Parachute  Payment") then the Company's  independent
accountants shall determine the amount (the "Adjustment  Amount") Executive must
pay to the  Company  or the  Company  must  pay to  Executive  in  order  to put
Executive (or the Company, as the case may be) in the same position as Executive
(or the  Company,  as the case may be)  would  have been if the  Initial  Excess
Parachute Payment had been equal to the Determinative  Excess Parachute Payment.
In determining the Adjustment  Amount,  the independent  accountants  shall take
into account any and all taxes (including any penalties and interest) paid by or
for Executive or refunded to Executive or for  Executive's  benefit.  As soon as
practicable  after the  Adjustment  Amount has been so  determined,  the Company
shall pay the  Adjustment  Amount to  Executive  or  Executive  shall  repay the
Adjustment  Amount  to the  Company,  as the case may be.  The  purpose  of this
paragraph is to assure that (i) Executive is not reimbursed  more for the golden
parachute  excise tax than is  necessary  to make him  whole,  and (ii) if it is
subsequently  determined that additional  golden parachute excise tax is owed by
him, additional reimbursement payments will be made to him to make him whole for
the additional excise tax.


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<PAGE>

     (d) In each  calendar  year that  Executive  receives  payments or benefits
under the Bank  Change in  Control  Agreement  and/or  this  Agreement  and/or a
Company or Bank sponsored  employee benefit plan,  Executive shall report on his
state and federal income tax returns such  information as is consistent with the
determination  made by the  independent  accountants of the Company as described
above. The Company shall indemnify and hold Executive  harmless from any and all
losses, costs and expenses (including without limitation,  reasonable attorney's
fees,  interest,  fines and penalties)  that Executive  incurs as a result of so
reporting  such  information.  Executive  shall  promptly  notify the Company in
writing whenever  Executive  receives notice of the institution of a judicial or
administrative  proceeding,  formal  or  informal,  in  which  the  federal  tax
treatment  under  Section  4999 of the Code of any amount paid or payable  under
this  Section is being  reviewed or is in  dispute.  The  Company  shall  assume
control at its expense over all legal and accounting  matters pertaining to such
federal  tax  treatment  (except  to the extent  necessary  or  appropriate  for
Executive to resolve any such proceeding with respect to any matter unrelated to
amounts paid or payable  pursuant to this  contract).  Executive shall cooperate
fully with the Company in any such  proceeding.  Executive  shall not enter into
any  compromise or settlement or otherwise  prejudice any rights the Company may
have in connection therewith without prior consent of the Company.

5.   SOURCE OF PAYMENTS

     (a) All payments provided in this Agreement shall be timely paid in cash or
check from the  general  funds of the  Company.  Notwithstanding  any  provision
herein to the contrary, to the extent that payments and benefits, as provided in
this  Agreement,  are paid to or received by Executive  under the Bank Change in
Control  Agreement,  such compensation  payments and benefits will be subtracted
from any amounts due  simultaneously  to Executive  under similar  provisions of
this Agreement.

     (b) For  financial  statement  purposes,  Change in Control  payments  made
pursuant  to the  provisions  of  Section 3 of each of the  Agreements  shall be
charged and paid in accordance with the terms of Section 3(g) of the Bank Change
in Control Agreement and Section 4 of this Agreement.

6.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS

     This Agreement contains the entire understanding between the parties hereto
and supersedes any prior agreement between the Company and the Executive, except
that this  Agreement  shall not  affect or  operate  to reduce  any  benefit  or
compensation inuring to the Executive of a kind elsewhere provided. No provision
of this Agreement  shall be interpreted to mean that the Executive is subject to
receiving fewer benefits than those  available to him without  reference to this
Agreement.


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<PAGE>

7.   NO ATTACHMENT

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

     (b) This Agreement  shall be binding upon, and inure to the benefit of, the
Executive, the Company and their respective successors and assigns.

8.   MODIFICATION AND WAIVER

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.

9.   REGULATORY PROVISIONS

     Notwithstanding  anything herein contained to the contrary, any payments to
the  Executive  by the  Company  are  subject  to  and  conditioned  upon  their
compliance  with Section 18(k) of the Federal  Deposit  Insurance Act, 12 U.S.C.
Section 1828(k),  and the regulations  promulgated  thereunder in 12 C.F.R. Part
359.

10.  SEVERABILITY

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

11.  HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.


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<PAGE>

12.  GOVERNING LAW

     The  validity,   interpretation,   performance,  and  enforcement  of  this
Agreement  shall  be  governed  by the  laws of the  State  of  Florida,  unless
preempted by Federal law as now or hereafter in effect.

     Except as otherwise expressly provided elsewhere in this Agreement,  in the
event that any dispute  should  arise  between  the  parties as to the  meaning,
effect,  performance,  enforcement,  or other  issue  in  connection  with  this
Agreement, which dispute cannot be resolved by the parties, the dispute shall be
decided  by final  and  binding  arbitration  of a panel  of three  arbitrators.
Proceedings in arbitration and its conduct shall be governed by the rules of the
American Arbitration  Association ("AAA") applicable to commercial  arbitrations
(the "Rules")  except as modified by this Section.  The Executive  shall appoint
one arbitrator, the Company shall appoint one arbitrator, and the third shall be
appointed by the two arbitrators  appointed by the parties. The third arbitrator
shall be impartial  and shall serve as chairman of the panel.  The parties shall
appoint  their  arbitrators  within  thirty  (30)  days  after  the  demand  for
arbitration is served, failing which the AAA promptly shall appoint a defaulting
party's  arbitrator,  and the two arbitrators  shall select the third arbitrator
within  fifteen  (15) days after their  appointment,  or if they cannot agree or
fail to so appoint,  then the AAA promptly  shall appoint the third  arbitrator.
The  arbitrators  shall render their decision in writing within thirty (30) days
after the close of  evidence  or other  termination  of the  proceedings  by the
panel,  and the  decision  of a majority of the  arbitrators  shall be final and
binding upon the parties, nonappealable, except in accordance with the Rules and
enforceable in accordance  with the Florida  Arbitration  Code or any applicable
successor  legislation.  Any hearings in the  arbitration  shall be held in Palm
Beach County, Florida unless the parties shall agree upon a different venue, and
shall be private and not open to the public.  Each party shall bear the fees and
expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of
the third  arbitrator  shall be shared equally by the parties.  The costs of the
arbitration,  including  the fees of AAA,  shall be  borne  as  directed  in the
decision of the panel.

13.  PAYMENT OF LEGAL FEES

     All reasonable legal fees paid or incurred by the Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or  reimbursed  by the  Company if the  Executive  is  successful  on the merits
pursuant to a legal judgment, arbitration or settlement.

14.  INDEMNIFICATION

     The Company shall provide the Executive (including his heirs, executors and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability insurance policy at its expense,  or in lieu thereof,  shall indemnify
the  Executive  (and his heirs,  executors  and  administrators)  to the fullest
extent permitted under federal law and as provided in the Company's  Charter and
Bylaws  against  all  expenses  and  liabilities  reasonably  incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be  involved  by reason of his having  been a director or officer of the Company
(whether  or not he  continues  to be a  director  or  officer  at the  time  of
incurring  such  expenses or  liabilities),  such  expenses and  liabilities  to
include,  but not be limited to, judgments,  court costs and attorneys' fees and
the cost of reasonable settlements.


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<PAGE>

15.  SUCCESSOR TO THE COMPANY

     The Company  shall  require any  successor or assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all  the  business  or  assets  of  the  Company,  expressly  and
unconditionally  to assume and agree to perform the Company's  obligations under
this Agreement, in the same manner and to the same extent that the Company would
be required to perform if no such succession or assignment had taken place.

16.  SIGNATURES

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Executive has signed this Agreement, on the
day and date first above written.

ATTEST:                          FIDELITY BANKSHARES, INC.



________________                 By:
                                     -----------------------------------------
                                     President



WITNESS:                         EXECUTIVE



________________                 By:
                                     ----------------------------------------
                                     Christopher H. Cook




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