FIDELITY BANKSHARES, INC.

                    AMENDED AND RESTATED EXECUTIVE AGREEMENT


     WHEREAS,  Joseph B. Shearouse,  III ("Executive") and Fidelity  Bankshares,
Inc. (the "Company")  originally entered into an Executive Agreement dated March
14, 2003,  which is now being amended and restated  effective as of the date set
forth below,  in order to comply with Section 409A of the Internal  Revenue Code
of 1986,  as amended  ("Executive  Agreement")  to guarantee and ensure that the
Executive  shall  receive the full value of the benefits to which he is entitled
under various benefit plans sponsored by the Company or by Fidelity Federal Bank
& Trust (the "Bank") in which the Executive is a participant; and

     WHEREAS,  tax law provisions  relating to "golden parachute payments" could
have the effect of reducing the benefits  otherwise  promised to Executive under
the  various  benefit  plans  sponsored  by the Bank as a result  of a Change in
Control of the  Company or the Bank,  either as the result of  cut-backs  in the
benefit due to restrictions  imposed by the Bank's  regulators or the imposition
of an excise tax on the deemed "excess parachute payment"; and

     WHEREAS,  the Board believes that this  Executive  Agreement is in the best
interests  of the Company and its  shareholders  and will  provide the  benefits
intended to be provided to  Executive in the event of a change in control of the
Company or the Bank,  without any reduction  because of tax code  "penalties" or
excise taxes relating to a change in control; and

     WHEREAS,  the  Company  and the  Executive  also  desire to enter into this
Executive  Agreement  for the  purpose of  providing  further  incentive  to the
Executive to achieve  successful results in the management and operations of the
Company.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereto
hereby agree as follows:

     1. In the event of a Change in Control (as  defined  herein) of the Bank or
the  Company,  the  Executive  shall be entitled  to  receive,  pursuant to this
Executive  Agreement,  an amount  payable by the  Company,  in  addition  to any
compensation or benefits otherwise paid by the Bank or the Company,  which shall
equal the difference,  if any,  between (i) the amount that would be paid by the
Bank  under  the  terms of the  various  benefit  plans  without  regard  to any
reduction  that may be required or imposed by any  regulatory  authority  having
jurisdiction  over the Bank, and (ii) the amount that is actually paid to or for
the benefit of the Executive by the Bank under the terms of the various  benefit
plans.

     2. In addition, in each calendar year that Executive is entitled to receive
payments or benefits  under the  provisions of a benefit plan and this Executive
Agreement,  the  independent  accountants  of the Company shall  determine if an
excess  parachute  payment (as defined in Section 4999 of the  Internal  Revenue
Code of 1986, as amended (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



<PAGE>

as the "Initial Excess Parachute Payment". As soon as practicable after a Change
in Control,  the Initial Excess  Parachute  Payment shall be determined.  At the
time at which the Executive  would be entitled to a payment under the provisions
of a  benefit  plan and this  Executive  Agreement  or,  if the  Executive  is a
Specified  Employee  (as  defined  in  Proposed  Treasury   Regulations  Section
1.409A-1(i))  and the payment is due to the Executive's  Separation from Service
(as defined in Proposed  Treasury  Regulations  Section  1.409A-1(h)),  the date
which is six (6)  months  after  the  date of the  Executive's  Separation  from
Service (but only if such delay is required by Code Section  409A),  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 the Executive in the
                           year in which the payment under Clause (i) is made.

     3. 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") the Executive
must pay to the Company or the Company must pay to the Executive in order to put
the Executive  (or the Company,  as the case may be) in the same position as the
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 the Executive  shall repay the
Adjustment  Amount  to the  Company,  as the case may be.  The  purpose  of this
paragraph is to assure that (i) the Executive is not paid more as  reimbursement
for the golden  parachute  excise tax than it may  ultimately  be  determined 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>

     4. In each calendar year that Executive receives payments or benefits under
one or more benefit plans sponsored by the Bank or the Company,  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 the 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  Supplemental  Agreement 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).  The  Executive  shall  cooperate  fully with the Company in any such
proceeding.  The Executive  shall not enter into any compromise or settlement or
otherwise  prejudice  any rights the  Company may have in  connection  therewith
without prior consent to the Company.

     5.  For  these  purposes,  a  "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. For these purposes, a change in ownership will not be
         deemed to have occurred if no stock of the Company is outstanding.

               (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


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<PAGE>

         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 Treasury Regulations
         section 1.409A-3(g)(5), except to the extent that such proposed
         regulations are superseded by subsequent guidance.

     6. This Executive Agreement shall be binding on the Company, its successors
and assigns and the benefits  hereunder shall inure to the benefit of Executive,
his heirs and beneficiaries.

     IN WITNESS  WHEREOF,  Fidelity  Bankshares,  Inc. has caused this Executive
Agreement  to be  executed  and its  seal to be  affixed  hereunto  by its  duly
authorized officer,  and Executive has signed this Executive Agreement as of the
____ day of December, 2005.

ATTEST:                                     FIDELITY BANKSHARES, INC.



                                            By:
------------------------------------            -------------------------------
Secretary



WITNESS:                                    EXECUTIVE



                                            By:
------------------------------------            -------------------------------
                                                Joseph B. Shearouse, III



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