FIDELITY FEDERAL BANK & TRUST

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN











                            Effective October 1, 1989

                            Restated December 1, 2005
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                                TABLE OF CONTENTS


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ARTICLE I--PURPOSE; EFFECTIVE DATE.........................................1

ARTICLE II--DEFINITIONS....................................................1

  2.1    Accrued Benefit...................................................1
  2.2    Actuarial Equivalent..............................................1
  2.3    Beneficiary.......................................................1
  2.4    Board.............................................................1
  2.5    Change in Control shall mean any of the following:................2
  2.6    Committee.........................................................2
  2.7    Compensation......................................................2
  2.8    Company...........................................................3
  2.9    Deferred Retirement Date..........................................3
  2.10   Disability........................................................3
  2.11   Early Retirement Date.............................................3
  2.12   Employer..........................................................3
  2.13   Final Monthly Compensation........................................3
  2.14   Final Average Compensation........................................3
  2.15   Normal Retirement Date............................................4
  2.16   Participant.......................................................4
  2.17   Participation Agreement...........................................4
  2.18   Proposed Regulations..............................................4
  2.19   Qualified Retirement Plan.........................................4
  2.20   Retirement........................................................4
  2.21   Separation from Service...........................................5
  2.22   Specified Employee................................................5
  2.23   Spouse............................................................5
  2.24   Supplemental Retirement Benefit...................................6
  2.25   Target Retirement Percentage......................................6
  2.26   Years of Credited Service.........................................6

ARTICLE III--PARTICIPATION AND VESTING.....................................6

  3.1    Eligibility and Participation.....................................6
  3.2    Change in Employment Status.......................................6
  3.3    Vesting...........................................................6
  3.4    Suicide...........................................................7

ARTICLE IV--PRERETIREMENT SURVIVOR BENEFIT.................................7

  4.1    Preretirement Survivor Benefit....................................7
  4.2    Payment of Benefits...............................................7

ARTICLE V--SUPPLEMENTAL RETIREMENT BENEFITS................................7

  5.1    Target Retirement Percentage......................................7
  5.2    Normal Retirement Benefit.........................................8


                                                                           (i)
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                                TABLE OF CONTENTS


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  5.3    Deferred Retirement Benefit.......................................8
  5.4    Early Retirement Benefit..........................................8
  5.5    Early Termination Retirement Benefit..............................9
  5.6    Change in Control Benefit.........................................9
  5.7    Disability Retirement Benefit....................................10
  5.8    Inflation Index..................................................10
  5.9    Payment of Benefits..............................................10
  5.10   Withholding; Payroll Taxes.......................................12
  5.11   Payment to Guardian..............................................12

ARTICLE VI--BENEFICIARY DESIGNATION.......................................12

  6.1    Beneficiary Designation..........................................12
  6.2    Amendments.......................................................12
  6.3    No Participant Beneficiary Designation...........................13
  6.4    Effect of Payment................................................13

ARTICLE VII--ADMINISTRATION...............................................13

  7.1    Committee; Duties................................................13
  7.2    Agents...........................................................13
  7.3    Binding Effect of Decisions......................................13
  7.4    Indemnity of Committee...........................................13

ARTICLE VIII--CLAIMS PROCEDURE............................................14

  8.1    Claim............................................................14
  8.2    Denial of Claim..................................................14
  8.3    Review of Claim..................................................14
  8.4    Final Decision...................................................14

ARTICLE IX--TERMINATION, SUSPENSION OR AMENDMENT..........................14

  9.1    Termination, Suspension or Amendment of Plan.....................14

ARTICLE X--MISCELLANEOUS..................................................15

  10.1   Unfunded Plan....................................................15
  10.2   Unsecured General Creditor.......................................16
  10.3   Trust Fund.......................................................16
  10.4   Nonassignability.................................................16
  10.5   Not a Contract of Employment.....................................16
  10.6   Protective Provisions............................................16
  10.7   Terms............................................................17
  10.8   Captions.........................................................17
  10.9   Governing Law....................................................17
  10.10  Validity.........................................................17


                                                                           (ii)
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                                TABLE OF CONTENTS


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  10.11  Notice...........................................................17
  10.12  Successors.......................................................17
  10.13  Compliance with Section 409A of the Code.........................17

                                                                           (iii)
<PAGE>

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                          FIDELITY FEDERAL BANK & TRUST

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            EFFECTIVE OCTOBER 1, 1989

                            RESTATED DECEMBER 1, 2005



                       ARTICLE I--PURPOSE; EFFECTIVE DATE

     The purpose of this  Supplemental  Executive  Retirement Plan  (hereinafter
referred  to as the  "Plan") is to  provide  supplemental  retirement  and death
benefits for certain key employees of Fidelity Federal Bank & Trust (hereinafter
referred to as  "Fidelity  Federal").  It is intended  that the Plan will aid in
retaining and attracting employees of exceptional ability by providing them with
these  benefits.  This Plan was initially  effective as of October 1, 1989.  The
Plan was  restated  July 1,  2004  and was  most  recently  restated  into  this
document,  effective  December  1,  2005 in order to bring  the  entire  Accrued
Benefit  under the Plan into  compliance  with new Section  409A of the Internal
Revenue Code.


                             ARTICLE II--DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1  Accrued Benefit

     "Accrued  Benefit"  means the present value of the  Participant's  benefits
under the Plan.

2.2  Actuarial Equivalent

     "Actuarial  Equivalent"  means equivalence in value between two (2) or more
forms of  payment  based on a  determination  by an actuary  chosen by  Fidelity
Federal,  using sound actuarial  assumptions at the time of such  determination.
However, if a participant elects a lump sum under the Qualified Retirement Plan,
for  purposes of Article V of this Plan,  the lump sum shall be  converted  to a
monthly,  ten (10) year certain and life annuity using the lowest  discount rate
provided in the Qualified  Retirement  Plan for the  determination  of actuarial
equivalence.

2.3  Beneficiary

     "Beneficiary" means the person, persons or entity entitled under Article VI
to receive any Plan benefits payable after a Participant's death.

2.4  Board

     "Board" means the Board of Directors of Fidelity Federal.


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2.5  Change in Control shall mean any of the following:

               (a) "Change in Control" shall mean (i) a change in the ownership
         of the Company, (ii) a change in the effective control of the Company,
         or (iii) a change in the ownership of a substantial portion of the
         assets of the Company, as described below.

               (b) A change in the ownership of a corporation occurs on the date
         that any one person, or more than one person acting as a group (as
         defined in Proposed Treasury Regulations section 1.409A-3(g)(5)(v)(B)),
         acquires ownership of stock of the Company 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.

               (c) A change in the effective control of the Company occurs on
         the date that either (i) any one person, or more than one person acting
         as a group (as defined in Proposed Treasury Regulations section
         1.409A-3(g)(5)(vi)(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 Company possessing 35 percent or
         more of the total voting power of the stock of such Company, or (ii) a
         majority of the members of the Company'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 Company's board of
         directors prior to the date of the appointment or election, provided
         that this subsection "(ii)" is inapplicable where a majority
         shareholder of the Company is another corporation.

               (d) A change in a substantial portion of the Company's assets
         occurs on the date that any one person or more than one person acting
         as a group (as defined in Proposed Treasury Regulations section
         1.409A-3(g)(5)(vii)(C)) 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 Company that have a total gross fair market
         value equal to or more than 40 percent of the total gross fair market
         value of (i) all of the assets of 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. For all purposes
         hereunder, the definition of Change in Control shall be construed to be
         consistent with the requirements of Proposed Regulations section
         1.409A-3(g)(5), except to the extent that such Proposed Regulations are
         superseded by subsequent guidance.

2.6  Committee

     "Committee"  means the Committee  appointed to administer the Plan pursuant
to Article VII.

2.7  Compensation

     "Compensation"  means the salary and bonuses paid to a  Participant  before
reduction for amounts  deferred under the Fidelity  Federal  Long-Term  Deferred
Compensation  Plan, the 2005 Fidelity Federal  Long-Term  Deferred  Compensation
Plan or any salary reduction contributions under IRC Section 401(k) or any other
salary deferral program.  Compensation does not include expense  reimbursements,
any special bonuses related to disability or life insurance, any form of noncash
compensation  or benefits,  Employer  contributions  to the Retirement  Plan for
Employees of Fidelity Federal Bank & Trust, Employer discretionary contributions
to the Fidelity Federal Long-Term Deferred  Compensation Plan, the 2005 Fidelity
Federal Long-Term Deferred  Compensation Plan, group life insurance premiums, or
any other payments or benefits other than normal compensation.



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2.8. Company

     "Company" means Fidelity Bankshares, Inc.

2.9  Deferred Retirement Date

     "Deferred Retirement Date" means the first day of the month coincident with
or next  following the  Participant's  Separation  from Service (with respect to
amounts  accrued  after  December  31,  2004)  if such  date  occurs  after  the
Participant's Normal Retirement Date.

2.10 Disability

     "Disability"  means a physical or mental  condition that, in the opinion of
the Committee, permanently prevents a Participant from satisfactorily performing
the  Participant's  usual duties for Employer.  The  Committee's  decision as to
Disability will be based upon medical  reports and/or  evidence  satisfactory to
the Committee.  In no event shall a Disability be deemed to occur or to continue
after a Participant's Normal Retirement Date.

2.11 Early Retirement Date

     "Early  Retirement  Date"  means  the date on which the  Participant  has a
Separation  from  Service  if it  occurs  after  the  first  day  of  the  month
coincidental with or next following a Participant's attainment of age fifty-five
(55) and completion of fifteen (15) Years of Credited Service,  but prior to his
Normal Retirement Date.

2.12 Employer

     "Employer"  means  Fidelity  Federal  Bank & Trust,  a federally  chartered
savings bank, or any successor to the business  thereof,  and any  affiliated or
subsidiary corporations designated by the Board.

2.13 Final Monthly Compensation

     "Final Monthly  Compensation"  means the Participant's  Compensation during
the final twelve (12)  consecutive  complete  calendar months of employment with
the Employer  prior to the event that triggers  distribution,  divided by twelve
(12),  provided,  however,  that if Executive  has received 2 or more bonuses in
that 12 month period, only the higher bonus shall be taken into consideration.

2.14 Final Average Compensation

     "Final   Average   Compensation"   means  the  sum  of  the   Participant's
Compensation  during the  consecutive  sixty (60) months of employment  with the
Employer  prior  to  the  event  that  triggers  distribution,  divided  by  60.
Compensation  earned after the  Participant's  Normal  Retirement  Date shall be
included only if it increases Final Average  Compensation.  If a Participant has
not been  employed by the Employer for sixty (60) full calendar  months,  "Final
Average  Compensation"  shall mean the sum of Participant's  compensation during
the full months  employed by Employer  (annualized  to 12 months for any partial
year) and then divided by the number of years  (including the  annualized  year)
Participant was employed by Employer.



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2.15 Normal Retirement Date

     "Normal  Retirement  Date" means the first day of the month coincident with
or next following the  Participant's  attainment of age  sixty-five  (65) or age
sixty (60) with thirty (30) Years of Credited Service.  In the event of a Change
in Control,  Normal  Retirement Date means the first day of the month coincident
with or next  following  either the  Participant's  attainment of age sixty-five
(65) or age sixty (60) with  thirty  (30)  Years of  Credited  Service  from the
Participant's  original  hire  date.  If  following  a Change  in  Control,  the
Participant's employment terminates prior to the Participant's Normal Retirement
Date,  the  Years  of  Credited  Service  determination  shall be made as if the
Participant  was  never  terminated.  Notwithstanding  anything  herein  to  the
contrary,  three amendments that credit  additional Years of Credited Service to
certain  Participants or that established a different Normal Retirement Date for
certain  Participants,  preceded  the  date  of  this  restated  Plan,  and  are
incorporated herein by reference and attached hereto as Exhibits.

2.16 Participant

     "Participant" means any individual who is participating or has participated
in this Plan as provided in Article III.

2.17 Participation Agreement

     "Participation  Agreement" means the agreement filed by a Participant which
acknowledges assent to the terms of the Plan.

2.18 Proposed Regulations

     "Proposed  Regulations"  means the regulations  proposed under Code Section
409A, IRS Notice 2005-1 and any subsequent guidance.

2.19 Qualified Retirement Plan

     "Qualified  Retirement  Plan" means the  Retirement  Plan for  Employees of
Fidelity Federal Bank & Trust or any successor defined benefit retirement income
plan or plans maintained by the Employer which qualifies under Section 401(a) of
the Internal  Revenue Code. For purposes of  determining  benefits and actuarial
equivalencies under the Qualified  Retirement Plan, the actuarial principles and
assumptions which have consistently applied to such plan(s) shall continue to be
applied.

2.20 Retirement

     "Retirement"  means  a  Participant's  Separation  from  Service  with  the
Employer at the Participant's  Early Retirement Date, Normal Retirement Date, or
Deferred Retirement Date.



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2.21 Separation from Service

     "Separation  from Service"  means the  Participant's  death,  retirement or
termination of employment with the Employer. No Separation from Service shall be
deemed to occur due to  military  leave,  sick leave or other bona fide leave of
absence if the period of such leave does not exceed six months or, if longer, so
long as the Participant's  right to reemployment is provided by law or contract.
If the leave exceeds six months and the  Participant's  right to reemployment is
not  provided  by law or by  contract,  then  the  Participant  shall  be have a
Separation from Service on the first date  immediately  following such six-month
period.

     The Participant shall not be treated as having a Separation from Service if
the  Participant  provides  more than  insignificant  services  for the Employer
following the Participant's  actual or purported  termination of employment with
the  Employer.  Services  shall be  treated as not being  insignificant  if such
services  are  performed  at an annual rate that is at least equal to 20% of the
services  rendered by the Participant for the Employer,  on average,  during the
immediately  preceding  three full calendar  years of employment (or if employed
less than three years,  such shorter period of  employment)  and the annual base
compensation  for such  services is at least  equal to 20% of the  average  base
compensation earned during the final three full calendar years of employment (or
if employed less than three years, such shorter period of employment).

     Where the Participant  continues to provide services to a previous employer
in a capacity other than as an employee,  a Separation  from Service will not be
deemed to have occurred if the  Participant  is providing  services at an annual
rate  that is 50% or more of the  services  rendered,  on  average,  during  the
immediate preceding three full calendar years of employment (or if employed less
than three years,  such lesser period) and the annual base compensation for such
services is 50% or more of the annual base compensation  earned during the final
three full calendar years of employment (or if less, such lesser period).

2.22 Specified Employee

     "Specified  Employee"  means a key  employee  within  the  meaning  of Code
Section 416(i) without regard to paragraph 5 thereof. Where a new corporation or
entity  ("new  corporation")  is  established  as part of a  corporate  division
governed by Code section 335 from a  corporation  that is publicly  traded on an
established securities market or otherwise ("old corporation"),  any employee of
the new corporation  who was a key employee of the old  corporation  immediately
prior to the spin off is a key employee of the new corporation  until the end of
the 12-month period beginning on the first day of the fourth month following the
old corporation's last  identification  date preceding the spinoff  transaction.
Where two corporations  (pre-merger  corporations)  are merged or become part of
the  same  controlled  group of  corporations  so as to be  treated  as a single
service recipient under Proposed Treasury regulations section  1.409A-1(g),  any
employee  of the  merged  corporation  who  was a key  employee  of  either  the
pre-merger  corporations  immediately before the merger is a key employee of the
merged   corporation  until  the  first  day  of  the  fourth  month  after  the
identification date of the merged corporation next following the merger.

2.23 Spouse

     "Spouse" means a Participant's  wife or husband who is lawfully  married to
the Participant at the time of the Participant's death.



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2.24 Supplemental Retirement Benefit

     "Supplemental  Retirement  Benefit"  means  the  benefit  determined  under
Article V of this Plan.

2.25 Target Retirement Percentage

     "Target  Retirement  Percentage"  means  the  percentage  of Final  Average
Compensation which will be used as a target from which other forms of retirement
benefits  are  subtracted,  as provided in Article V, to arrive at the amount of
the Supplemental Retirement Benefit actually payable to a Participant.

2.26 Years of Credited Service

     "Years of Credited  Service" means the number of years of credited  vesting
service determined under the provisions of the Employer's  Qualified  Retirement
Plan.  Notwithstanding  anything herein to the contrary,  three  amendments that
credit  additional  Years of Credited  Service to certain  Participants  or that
established  a  different  Normal  Retirement  Date  for  certain  Participants,
preceded  the  date of  this  restated  Plan,  and are  incorporated  herein  by
reference and attached hereto as Exhibits.


                     ARTICLE III--PARTICIPATION AND VESTING

3.1  Eligibility and Participation

               (a) Eligibility. Eligibility to participate in the Plan shall be
         limited to those employees of the Employer who are designated by the
         Board.

               (b) Participation. An Employee's participation in the Plan shall
         be effective upon notification of the employee of eligibility to
         participate, completion of a Participation Agreement by the Participant
         and acceptance of the Participation Agreement by the Committee.
         Participation in the Plan shall continue until such time as the
         Participant terminates employment with the Employer, and as long
         thereafter as the Participant is eligible to receive benefits under
         this Plan.

3.2  Change in Employment Status

     Discontinued  Eligibility.  If the  Board,  prior to a Change  in  Control,
determines that a Participant's  employment  performance is no longer at a level
which deserves reward through participation in this Plan, but does not terminate
the  Participant's  employment  with  the  Employer,  participation  herein  and
eligibility to receive benefits  hereunder shall be limited to the Participant's
vested interest in such benefits as of the date designated by the Board.

3.3  Vesting

     Each  Participant  shall be one hundred  percent  (100%) vested in benefits
under  this Plan  after  completing  five (5)  Years of  Credited  Service.  The
preceding notwithstanding,  each Participant shall be one hundred percent (100%)
vested in benefits  under this Plan upon death,  Disability,  Normal  Retirement
Date or upon Change in Control.



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3.4  Suicide

     The provisions of Article IV notwithstanding, no benefit shall be paid to a
Beneficiary if the Participant's  death occurs as a result of suicide during the
twenty-four  (24) successive  calendar months  beginning with the calendar month
following the commencement of an employee's participation in this Plan.


                   ARTICLE IV--PRERETIREMENT SURVIVOR BENEFIT

4.1  Preretirement Survivor Benefit

     If a Participant  dies while  employed by the Employer,  the Employer shall
pay a supplemental survivor benefit to the Participant's  Beneficiary(ies).  The
amount of this benefit  shall be equal to the  actuarially  equivalent  lump sum
value of the accrued  Supplemental  Retirement  Benefit as determined under 5.2,
5.3, 5.4 or 5.5, whichever Section is applicable, at the date of death.

4.2  Payment of Benefits

               (a) Form and Commencement of Benefit Payments. The supplemental
         survivor benefits payable under this Article shall be paid in the form
         of one hundred twenty (120) equal monthly installments, with interest.
         The interest rate used in determining the monthly payments shall be the
         same interest rate used in determining the lump sum equivalent in 4.1
         above. Payments shall commence the first day of the second month
         following the death of the Participant and shall continue the first day
         of each month thereafter for the duration of the payment period.

               (b) Commutation of Benefits. In accordance with the Proposed
         Regulations under Code Section 409A, a Participant may elect no later
         than December 31, 2006, to have the supplemental survivor benefit
         payable to the Participant's Beneficiary upon the Participant's death
         paid in the form of a lump sum rather than 120 monthly installment
         payments. In such case, the lump sum payment shall be the actuarial
         equivalent of the benefit payable under Section 4.2(a) above.


                   ARTICLE V--SUPPLEMENTAL RETIREMENT BENEFITS

5.1  Target Retirement Percentage

     The  Target   Retirement   Percentage  shall  equal  eighty  percent  (80%)
multiplied by a fraction,  the numerator of which is the Participant's  Years of
Credited  Service and the denominator of which is the Years of Credited  Service
the Participant will accrue by his Normal  Retirement Date,  assuming he remains
employed by the Employer  until such date.  In the event of a Change in Control,
the  denominator  in the  preceding  factor shall be equal to the  Participant's


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<PAGE>

actual years of service at the time of the event which triggers a  distribution.
The adjusted Target  Retirement  Percentage shall be rounded to four (4) decimal
places and may never exceed eighty percent (80%) unless the Participant  retires
on a  Deferred  Retirement  Date.  For  a  Participant  retiring  on a  Deferred
Retirement  Date,  the target shall equal eighty  percent (80%) plus two percent
(2%) for each full year by which the  Participant's  retirement is subsequent to
the Participant's Normal Retirement Date (for these purposes, "full years" shall
be  determined  by rounding up or down to the  nearest  full year).  In no event
shall the Target Retirement Percentage ever exceed one hundred percent (100%).

5.2  Normal Retirement Benefit

     If a Participant  retires on the Normal Retirement Date, the Employer shall
pay to the  Participant a  Supplemental  Retirement  Benefit equal to the Target
Retirement   Percentage   multiplied   by  the   Participant's   Final   Average
Compensation, less

               (a) Fifty percent (50%) of the Participant's primary Social
         Security benefit determined at the Participant's Normal Retirement Date
         based on the then current law, assuming no future compensation and
         using an additional five percent (5%) per year reduction (prorated for
         partial years) if retirement occurs before age sixty-two (62), and

               (b) The monthly ten (10) year certain life annuity which is the
         actuarial equivalent on the Normal Retirement Date of all benefits
         accrued under the Qualified Retirement Plan, including any benefit
         previously distributed from the Qualified Retirement Plan.

5.3  Deferred Retirement Benefit

     If a Participant  retires at a Deferred Retirement Date, the Employer shall
pay to the  Participant a  Supplemental  Retirement  Benefit equal to the Target
Retirement   Percentage   multiplied   by  the   Participant's   Final   Average
Compensation, less

               (a) Fifty percent (50%) of the Participant's primary Social
         Security benefit determined at the Deferred Retirement Date, and

               (b) The monthly ten (10) year certain life annuity that is the
         actuarial equivalent on the Deferred Retirement Date of all benefits
         accrued under the Qualified Retirement Plan, including any benefit
         previously distributed from the Qualified Retirement Plan.

5.4  Early Retirement Benefit

     If a Participant  retires at an Early  Retirement  Date, the Employer shall
pay to the  Participant a  Supplemental  Retirement  Benefit equal to the Target
Retirement   Percentage   multiplied   by  the   Participant's   Final   Average
Compensation, less

               (a) Fifty percent (50%) of the Participant's primary Social
         Security benefit determined at the Participant's Normal Retirement Date
         based on the then current law, assuming no future compensation and
         using an additional five percent (5%) per year reduction (prorated for
         partial years) if the Normal Retirement Date is before age sixty-two
         (62), and

               (b) The monthly ten (10) year certain life annuity at age
         sixty-five (65) that is the actuarial equivalent on the Normal
         Retirement Date of all benefits accrued under the Qualified Retirement
         Plan, including any benefit previously distributed from the Qualified
         Retirement Plan.



PAGE 8 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

     The above  benefit  shall be  reduced  by five  percent  (5%) for each full
calendar year by which the  commencement of payment under this section  precedes
the Participant's  Normal Retirement Date. The percentages shall be prorated for
partial years.

5.5  Early Termination Retirement Benefit

     If a vested  Participant  terminates  employment  prior to Retirement,  the
Employer shall pay to the Participant a Supplemental Retirement Benefit equal to
the Target Retirement  Percentage  multiplied by the Participant's Final Average
Compensation, less

               (a) Fifty percent (50%) of the Participant's primary Social
         Security benefit projected to be paid at age sixty-five (65) based on
         the then current law and assuming no future increases in compensation,
         and

               (b) The monthly ten (10) year certain life annuity that is the
         actuarial equivalent at age sixty-five (65) of all benefits accrued
         under the Qualified Retirement Plan, including any benefit previously
         distributed from the Qualified Retirement Plan.

5.6  Change in Control Benefit

     (a) If a a Change in Control  occurs,  the  Participant's  benefit shall be
based on Final Monthly  Compensation  instead of Final Average  Compensation and
shall be calculated as follows:

               (1) If the Participant is eligible for Normal Retirement, the
         Participant's benefit shall be calculated pursuant to Section 5.2,
         except that Final Monthly Compensation shall be used instead of Final
         Average Compensation. Such Participant's benefit shall commence within
         ninety (90) days after the Change in Control, irrespective of whether
         the Participant's employment is terminated.

               (2) If the Participant is eligible for Early Retirement at the
         time of the Change in Control, the Participant's benefit shall be
         calculated pursuant to Section 5.4, with the adjustments to the Target
         Retirement Percentage and Normal Retirement Date, as required. Such
         benefit shall commence within ninety (90) days after the Change in
         Control unless the Participant has elected prior to December 31, 2005,
         to have the Participant's benefit commence upon Retirement.

               (3) If the Participant is not eligible for Early Retirement at
         the time of the Change in Control, whether or not such Participant's
         employment is terminated following the Change in Control, such
         Participant's benefit shall be calculated pursuant to Section 5.2 at
         the Participant's Normal Retirement Date, based on the adjustments to
         the Target Retirement Percentage required as a result of a Change of
         Control. Such benefit shall commence within thirty (30) days of the
         Participant's Normal Retirement Date, unless the Participant is a
         Specified Employee at the Participant's Normal Retirement Date, and
         then such benefit shall commence on the first day of the seventh month
         following Separation form Service.



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<PAGE>

5.7  Disability Retirement Benefit

     If a person  terminates  employment  prior  to  Retirement  as a result  of
Disability,  the Employer shall pay to the Participant a Supplemental Retirement
Benefit  commencing at age  sixty-five  (65). The benefits shall be equal to the
amount  the  Participant  would  have  received  at such time  under the  Normal
Retirement  provisions  of this Article  assuming the  Participant  would not be
eligible for Normal  Retirement  until age sixty-five (65). For purposes of this
calculation,  Years of Credited  Service  shall  continue  to accrue  during the
period of Disability and the Participant's  Final Average  Compensation shall be
based  only on the  amounts  earned  during  the  twelve  (12)  months  prior to
Disability if this provides the Participant with a greater benefit.

5.8  Inflation Index

     The  Supplemental  Executive  Retirement  Benefit  shall be  increased  for
inflation on the January 1 coinciding  with or following the  anniversary of the
commencement of benefits, and each January 1 thereafter.  This increase shall be
the lesser of:

               (a) The percentage change in the national consumer price index
         (CPI-U) for the twelve (12) month period preceding October of the prior
         year (determined by comparing the prior two (2) years' September
         indexes). This percentage change shall be calculated and rounded to
         four (4) decimal places (XX.XX%) and shall never be less than zero (0),
         or

               (b) Six percent (6%).

5.9  Payment of Benefits

               (a) Form of Benefit Payments. The Supplemental Retirement Benefit
         shall be paid in the basic form provided below, unless the Participant
         requests an alternative form at the time of initial enrollment or prior
         to December 31, 2006. Any alternative form shall be the Actuarial
         Equivalent of the basic form of benefit payments. The basic and
         alternative forms of payment are as follows:

                      (1) Basic Form of Benefit Payments. Monthly single life
               annuity with a ten (10) year certain for the Participant's life.

                      (2) Alternative Forms of Benefit Payment.

                             (i) A joint and survivor annuity with payment
                      continued to the survivor in the same amount as the amount
                      paid to the Participant.

                             (ii) A joint and survivor annuity with payment
                      continued to the survivor at one-half (1/2) of the amount
                      paid to the Participant.

                             (iii) Any other form that is the Actuarial
                      Equivalent of the basic form of benefit payments.
                      Notwithstanding anything herein to the contrary, a
                      Participant may change the form of annuity payment from
                      one type of life annuity to another type of life annuity
                      before any annuity payment has been made. Such a change is
                      not considered a change in the time and form of a payment,
                      provided that the annuities are actuarially equivalent
                      applying reasonable actuarial assumptions in accordance
                      with Section 1.409A-2(b)(2)(ii) of the Proposed
                      Regulations.



PAGE 10 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

               (b) Commencement of Benefit Payments. The Supplemental Retirement
         Benefits payable to a Participant under the Normal, Deferred, or Early
         Retirement provisions of this Article shall commence within ninety (90)
         days of the Participant's termination of employment, provided, however,
         if the Participant is a Specified Employee at the time of termination
         of employment, commencement shall occur no earlier than the first day
         of the seventh month following Separation from Service. The
         Supplemental Retirement Benefits payable to a Participant under the
         Early Termination or Disability provisions of this Article shall
         commence within thirty (30) days of the Participant attaining age
         sixty-five (65).

               (c) Transition Period Changes.

                       a.   Notwithstanding the above, Participants may change
                            their payment elections hereunder through December
                            31, 2006, in accordance with Section XI(C) of the
                            Preamble to the 2005 Proposed Regulations issued
                            under Code section 409A; provided, however, that in
                            2006 a Participant cannot change payment elections
                            with respect to payments that the Participant would
                            otherwise receive in 2006 or cause payments to be
                            made in 2006. Any transition period changes shall be
                            made on such forms as are provided by the Committee
                            and shall be filed by the Committee during the
                            applicable transition period.

                       b.   Commutation  of  Benefits.  In  accordance  with the
                            Proposed  Regulations  under Code  Section  409A, a
                            Participant  may elect no later than December 31,
                            2006, (or by December 31, 2005,  with respect to
                            benefits  to be paid  commencing in 2006) to change
                            the Participant's election with respect to the form
                            of  payment,  or to have a partial  payment in one
                            form and the  remainder  in  another form (e,g.,40%
                            in a lump sum and 60% paid in a single life
                            annuity).  In such case,  the  aggregate of the two
                            forms of payment shall be the  actuarial equivalent
                            of the  basic form of benefit payable under Section
                            5.9(a)(1) above.

               (d) Distribution of De Minimus Benefits. Notwithstanding anything
         herein to the cotrary, if the value of the Participant's Accrued
         Benefit (when added together with all of his benefits under all
         nonqualified deferred compensation plans maintained by the Employer) is
         $10,000 or less at the time of the distribution event, payment shall be
         made in a lump sum, even if the Participant had specified a different
         form of payment, and such payment shall be made before the later of (i)
         December 31 of the year in which the Participant terminates service
         with the Employer or (ii) the 15th day of the third month following the
         Participant's termination of service with the Employer.

              (e) Other Changes in Benefit Elections. In the event a Participant
         desires to modify the time or form (e.g., from annuity to lump sum
         or vice versa) of distribution of the Participant's Supplemental
         Retirement Benefit, the Participant may do so by filing a written
         election with the Committee, provided that:



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<PAGE>

              (1) the subsequent election shall not be effective for at least 12
                  months after the date on which the subsequent election is
                  made;

              (2) except for payments upon the Executive's death, Disability or
                  upon an Unforeseeable Emergency, the first of a stream of
                  payments for which the subsequent election is made shall be
                  deferred for a period of not less than five (5) years from the
                  date on which such payment would otherwise have been made;

              (3) for payments scheduled to be made on a specified date, the
                  subsequent election must be made at least 12 months before the
                  date of the first scheduled payment.

5.10 Withholding; Payroll Taxes

     The Employer shall withhold from payments made hereunder any taxes required
to be withheld from a Participant's  wages for the federal or any state or local
government. However, a Beneficiary may elect not to have withholding for federal
income tax purposes pursuant to Section 3405(a)(2) of the Internal Revenue Code,
or any successor provision.

5.11 Payment to Guardian

     If a Plan benefit is payable to a minor or a person declared incompetent or
to a person incapable of handling the disposition of his property, the Committee
may direct payment of such Plan benefit to the guardian, legal representative or
person  having the care and custody of such minor,  incompetent  or person.  The
Committee  may  require   proof  of   incompetency,   minority,   incapacity  or
guardianship  as it may  deem  appropriate  prior  to  distribution  of the Plan
benefit.  Such  distribution  shall  completely  discharge the Committee and the
Employer from all liability with respect to such benefit.


                       ARTICLE VI--BENEFICIARY DESIGNATION

6.1  Beneficiary Designation

     Each Participant shall have the right, at any time, to designate any person
or  persons  as his  Beneficiary  or  Beneficiaries  (both  primary  as  well as
secondary)  to whom  benefits  under this Plan shall be paid in the event of his
death prior to complete  distribution  to  Participant of the benefits due under
the Plan. Each Beneficiary  designation shall be in a written form prescribed by
the Committee,  and will be effective only when filed with the Committee  during
the Participant's lifetime.

6.2  Amendments

     Any  Beneficiary  designation  may be changed by a Participant  without the
consent  of any  designated  Beneficiary  by  the  filing  of a new  Beneficiary
designation with the Committee. The filing of a new Beneficiary designation form
will cancel all Beneficiary  designations  previously  filed. If a Participant's
Compensation is community property,  any Beneficiary  Designation shall be valid
or effective only as permitted under applicable law.



PAGE 12 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

6.3  No Participant Beneficiary Designation

     In  the  absence  of  an  effective  Beneficiary  Designation,  or  if  all
designated  Beneficiaries  predecease  the  Participant or die prior to complete
distribution of the Participant's  benefits,  then the Participant's  designated
Beneficiary  shall be deemed to be the  person or persons  surviving  him in the
first of the  following  classes in which there is a  survivor,  share and share
alike;

               (a) The Particpant' surviving Spouse;

               (b) The Participant's children, except that if any of the
         children predecease the Participant but leave issue surviving, then
         such issue shall take by right of representation the share their parent
         would have taken if living;

               (c) The Participant's estate.

6.4  Effect of Payment

     The payment to the deemed Beneficiary shall completely discharge Employer's
obligations under this Plan.


                           ARTICLE VII--ADMINISTRATION

7.1  Committee; Duties

     This plan shall be administered by the Committee which shall consist of not
less than three (3) persons appointed by the Board. The Committee shall have the
authority  to make,  amend,  interpret,  and enforce all  appropriate  rules and
regulations  for the  administration  of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan.  A majority  vote of the  Committee  members  shall  control  any
decision. Members of the Committee may be Participants under this Plan.

7.2  Agents

     The Committee  may, from time to time,  employ other agents and delegate to
them  such  administrative  duties  as it sees  fit,  and may from  time to time
consult with counsel who may be counsel to the Employer.

7.3  Binding Effect of Decisions

     The decision or action of the Committee in respect of any question  arising
out of or in connection with the administration,  interpretation and application
of the Plan and the rules and regulations  promulgated  hereunder shall be final
and conclusive and binding upon all persons having any interest in the Plan.

7.4  Indemnity of Committee

     The Employer shall indemnify and hold harmless the members of the Committee
against any and all claims, loss, damage,  expense or liability arising from any
action or failure to act with respect to this Plan,  except in the case of gross
negligence or willful misconduct.



PAGE 13 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

                         ARTICLE VIII--CLAIMS PROCEDURE

8.1  Claim

     Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting  information under the Plan shall present the request in
writing to the Committee which shall respond in writing within thirty (30) days.

8.2  Denial of Claim

     If the claim or request  is  denied,  the  written  notice of denial  shall
state:

               (a) The reason for denial, with specific reference to the Plan
         provisions on which the denial is based.

               (b) A description of any additional material or information
         required and an explanation of why it is necessary.

               (c) An explanation of the Plan's claim review procedure. 8.3
         Review of Claim

     Any  person  whose  claim or  request  is denied or who has not  received a
response  within thirty (30) days may request  review by notice given in writing
to the  Committee.  The claim or request  shall be reviewed by the Committee who
may, but shall not be required to, grant the claimant a hearing.  On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.

8.4  Final Decision

     The decision on review shall normally be made within sixty (60) days. If an
extension of time is required for a hearing or other special circumstances,  the
claimant  shall be notified and the time limit shall be one hundred twenty (120)
days.  The  decision  shall be in  writing  and shall  state the  reason and the
relevant  plan  provisions.  All decisions on review shall be final and bind all
parties concerned.


                ARTICLE IX--TERMINATION, SUSPENSION OR AMENDMENT

9.1  Termination, Suspension or Amendment of Plan

               (a) The Board may, in its sole discretion, terminate or suspend
         this Plan at any time or from time to time, in whole or in part. The
         Board may amend this Plan at any time or from time to time. However, no
         such termination suspension or amendment shall adversely affect the
         benefits of Participants which have accrued prior to such action or the
         benefits of any Beneficiary of a Participant who has previously died.

               (b) The Board may completely terminate the Plan. Subject to the
         requirements of Code Section 409A, in the event of complete
         termination, the Plan shall cease to operate and the Employer shall pay
         out to each Participant his or her Accrued Benefit as if that
         Participant had terminated service as of the effective date of the
         complete termination. Such complete termination of the Plan shall occur
         only under the following circumstances and conditions.



PAGE 14 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

                      (1) The Board may terminate the Plan within 12 months of a
         corporate dissolution taxed under Code section 331, or with approval of
         a bankruptcy court pursuant to 11 U.S.C. ss.503(b)(1)(A), provided that
         the amounts deferred under the Plan are included in each Participant's
         gross income in the latest of (i) the calendar year in which the Plan
         terminates; (ii) the calendar year in which the amount is no longer
         subject to a substantial risk of forfeiture; or (iii) the first
         calendar year in which the payment is administratively practicable.

                      (2) The Board may terminate the Plan within the 30 days
         preceding a Change in Control (but not following a Change in Control),
         provided that the Plan shall only be treated as terminated if all
         substantially similar arrangements sponsored by the Employer are
         terminated so that the Participants and all participants under
         substantially similar arrangements are required to receive all amounts
         of compensation deferred under the terminated arrangements within 12
         months of the date of the termination of the arrangements, provided,
         however that any termination prior to a Change in Control under this
         sub-paragraph will be deemed to be a termination coincident or
         following a Change in Control for purposes of the calculation and
         payment of benefits under Section 5.6 hereof.

                      (3) The Board may terminate the Plan provided that (i) all
         arrangements sponsored by the Employer that would be aggregated with
         this Plan under Proposed Treasury regulations section 1.409A-1(c) if
         any Participant covered by this Plan was also covered by any of those
         other arrangements are also terminated; (ii) no payments other than
         payments that would be payable under the terms of the arrangement if
         the termination had not occurred are made within 12 months of the
         termination of the arrangement; (iii) all payments are made within 24
         months of the termination of the arrangements; and (iv) the Employer
         does not adopt a new arrangement that would be aggregated with any
         terminated arrangement under Proposed Treasury regulations section
         1.409A-1(c) if the same Participant participated in both arrangements,
         at any time within five years following the date of termination of the
         arrangement.

                      (4) The Board may terminate the Plan pursuant to such
         other terms and conditions as the Internal Revenue Service may permit
         from time to time.


                            ARTICLE X--MISCELLANEOUS

10.1 Unfunded Plan

     This Plan is  intended  to be an  unfunded  plan  maintained  primarily  to
provide  deferred  compensation  benefits  for a select group of  management  or
highly compensated employees.



PAGE 15 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

10.2 Unsecured General Creditor

     Participants and their Beneficiaries,  heirs,  successors and assigns shall
have no legal or equitable rights,  interest or claims in any property or assets
of Employer,  nor shall they be beneficiaries of, or have any rights,  claims or
interests  in any life  insurance  policies,  annuity  contracts or the proceeds
therefrom  owned or which may be acquired by  Employer.  Such  policies or other
assets of  Employer  shall  not be held  under  any  trust  for the  benefit  of
Participants, their Beneficiaries,  heirs, successors or assigns, or held in any
way as collateral  security for the  fulfilling of the  obligations  of Employer
under this Plan.  Any and all of  Employer's  assets  shall be, and remain,  the
general, unpledged, unrestricted assets of Employer. Employer's obligation under
the Plan shall be that of an unfunded and  unsecured  promise of Employer to pay
money in the future.

10.3 Trust Fund

     The Employer shall be responsible for the payment of all benefits  provided
under the Plan.  At its  discretion,  the Employer may establish one (1) or more
trusts,  with such  trustees  as the  Board  may  approve,  for the  purpose  of
providing  for the  payment  of such  benefits.  Such  trust  or  trusts  may be
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Employer's  creditors.  To the extent any benefits  provided  under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

10.4 Nonassignability

     Neither a Participant nor any other person shall have any right to commute,
sell, assign,  transfer,  pledge,  anticipate,  mortgage or otherwise  encumber,
transfer,  hypothecate  or convey in advance of actual  receipt the amounts,  if
any, payable hereunder,  or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and  nontransferable.  No part of the
amounts  payable  shall,  prior to actual  payment,  be  subject  to  seizure or
sequestration  for the  payment of any  debts,  judgments,  alimony or  separate
maintenance  owed by a Participant or any other person,  nor be  transferable by
operation  of  law  in the  event  of a  Participant's  or  any  other  person's
bankruptcy or insolvency.

10.5 Not a Contract of Employment

     The terms and  conditions  of this Plan shall not be deemed to constitute a
contract  of  employment  between  the  Employer  and  the  Participant  (or his
Beneficiary)  shall have no rights against the Employer  except as may otherwise
by specifically provided herein. Moreover,  nothing in this Plan shall be deemed
to give a Participant the right to be retained in the service of the Employer or
to interfere  with the right of the Employer to  discipline  or discharge him at
any time.

10.6 Protective Provisions

     A Participant  will  cooperate  with the Employer by furnishing any and all
information  requested by the Employer,  in order to  facilitate  the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem necessary and taking such other action as may be requested by the Employer.



PAGE 16 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

10.7 Terms

     Whenever  any  words  are  used  herein  in the  masculine,  they  shall be
construed as though they were used in the feminine in all cases where they would
so apply;  and  wherever  any words are used  herein in the  singular  or in the
plural,  they shall be  construed  as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply.

10.8 Captions

     The captions of the articles,  sections and paragraphs of this Plan are for
convenience  only and shall not control or affect the meaning or construction of
any of its provisions.

10.9 Governing Law

     The provisions of this Plan shall be construed and interpreted according to
the laws of the State of Florida.

10.10  Validity

     In case any provision of this Plan shall be held illegal or invalid for any
reason,  said  illegality  or invalidity  shall not affect the  remaining  parts
hereof,  but this Plan shall be  construed  and  enforced as if such illegal and
invalid provision had never been inserted herein.

10.11  Notice

     Any notice or filing  required or  permitted  to be given to the  Committee
under the Plan shall be sufficient if in writing and hand delivered,  or sent by
registered or certified  mail to any member of the Committee or the Secretary of
the  Employer.  Such notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.

10.12  Successors

     The provisions of this Plan shall bind and inure to the benefit of Fidelity
Federal and its successors and assigns. The term successors as used herein shall
include any corporate or other business  entity which shall,  whether by merger,
consolidation,  purchase or otherwise  acquire all or  substantially  all of the
business and assets of Fidelity Federal,  and successors of any such corporation
or other business entity.

10.13  Compliance with Section 409A of the Code

     The Plan is  intended  to be a  non-qualified  deferred  compensation  plan
described in Section 409A of the Code. The Plan shall be operated,  administered
and  construed to give effect to such intent.  To the extent that a provision of
the Plan fails to comply with Code  Section 409A and a  construction  consistent
with Code Section 409A is not possible,  such provision shall be void ab initio.
In addition,  the Plan shall be subject to  amendment,  with or without  advance
notice to Participants  and other  interested  parties,  and on a prospective or
retroactive  basis,  including  but not  limited to  amendment  in a manner that
adversely  affects the rights of Participants and other interested  parties,  to
the extent necessary to effect such compliance.



PAGE 17 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

     IN WITNESS WHEREOF, and pursuant to resolution of the Board of Directors of
Fidelity  Federal,  as adopted and approved on September 17, 1989 and as amended
and  restated on July 1, 2004 and December 1, 2005 such  corporation  has caused
this instrument to be executed by its duly authorized  officers  effective as of
December 1, 2005.


                                       FIDELITY FEDERAL BANK & TRUST


                                       By:
                                           ------------------------------------
                                           Vince A. Elhilow
                                           President and Chief Executive Officer


                                       By:
                                          -------------------------------------
                                          Elizabeth Cook, Secretary


                                       Dated:
                                             ----------------------------------





PAGE 18 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN