FIDELITY FEDERAL BANK & TRUST
                           CHANGE IN CONTROL AGREEMENT
                                       FOR
                                 CHRISTOPHER H. COOK

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

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

     WHEREAS, the Bank recognizes the substantial contribution the Executive has
made to the Bank and wishes to protect  his  position  therewith  for the period
provided in this Agreement; 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 Bank, a
position of substantial responsibility; 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
Change in Control 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 Bank (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  Bank.  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 Bank, 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 Bank 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, subject to applicable  withholding taxes. The payment 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
Bank'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;

     (g) Notwithstanding the preceding paragraphs of this Section 3, in no event
shall the aggregate payments or benefits to be made or afforded to the Executive
under said paragraphs (the "Change in Control  Benefits")  constitute an "excess
parachute payment" under Section 280G of the Code or any successor thereto,  and
in order to avoid such a result, the Change in Control Benefits will be reduced,
if necessary, to an amount (the "Non-Triggering  Amount"), the value of which is
one dollar ($1.00) less than an amount equal to three (3) times the  Executive's
"base  amount,"  as  determined  in  accordance  with  said  Section  280G.  The
allocation of the  reduction  required  hereby among Change in Control  Benefits
provided by the  preceding  paragraphs  of this Section 3 shall be determined by
the Executive.


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<PAGE>

4.   SOURCE OF PAYMENTS

     (a) All payments provided in this Agreement shall be timely paid in cash or
check  from the  general  funds of the Bank.  Executive  and the Bank,  however,
acknowledge  that pursuant to that certain Change in Control  Agreement  between
Executive and the Company dated as of the date of this  Agreement  (the "Company
Change in Control Agreement"),  the Company has guaranteed payment and provision
of all amounts and benefits due hereunder to Executive  and, if such amounts and
benefits  due from the Bank are not timely paid or  provided  by the Bank,  such
amounts and benefits shall be paid or provided by the Company.

     (b)  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  Company  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.

     (c) 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 this Agreement
and Section 4 of the Company Change in Control Agreement.

5.   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 Bank 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.

6.   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 Bank and their respective successors and assigns.


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<PAGE>

7.   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.

8.   REQUIRED PROVISIONS

     (a) The Bank may terminate  the  Executive's  employment  at any time.  The
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause as defined in Section 2(c) hereinabove.

     (b) If Executive is suspended  from office  and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section  8(e)(3)  or  8(g)(1)  of the  Federal  Deposit  Insurance  Act  (12 USC
ss.1818(e)(3)  and  ss.1818(g)(1)),  the Bank's  obligations under this contract
shall be  suspended  as of the date of  service  unless  stayed  by  appropriate
proceedings.  If the  charges in the notice are  dismissed,  the Bank may in its
discretion (i) pay Executive all or part of the compensation  withheld while its
contract obligations were suspended and (ii) reinstate (in whole or in part) any
of the obligations which were suspended.

     (c)  If   Executive  is  removed   and/or   permanently   prohibited   from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e)(4)  or  8g(1)  of  the  Federal  Deposit  Insurance  Act  (12  USC
ss.1818(e)(4)  and  ss.1818(g)(1)),  all  obligations  of the  Bank  under  this
contract  shall  terminate  as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

     (d) If the Bank is in default as defined in Section  3(x)(1) of the Federal
Deposit Insurance Act (12 USC ss.1813(x)(1)),  all obligations of the Bank under
this  contract  shall  terminate as of the date of default,  but this  paragraph
shall not affect any vested rights of the contracting parties.

     (e) All  obligations  of the Bank under this contract  shall be terminated,
except to the extent  determined that  continuation of the contract is necessary
for the continued  operation of the Bank by the Director of the Office of Thrift
Supervision  ("OTS")  or his  designee  at the  time  (i)  the  Federal  Deposit
Insurance Corporation ("FDIC") enters into an agreement to provide assistance to
or on behalf of the Bank under the  authority  contained in Section 13(c) of the
Federal Deposit  Insurance Act (12 USC ss.1823(c));  or (ii) the Director of the
OTS or his designee approves a supervisory merger to resolve problems related to
the  operation of the Bank or when the Bank is determined by the Director of the
OTS to be in an unsafe or unsound condition. Any rights of the parties that have
already vested, however, shall not be affected by such action.


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<PAGE>

     (f) Notwithstanding anything herein contained to the contrary, any payments
to  Executive  by the  Bank  pursuant  to  this  Agreement  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.

9.   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.

10.  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.

11.  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 Bank 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.


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<PAGE>

12.  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 Bank if the Executive is successful on the merits  pursuant
to a legal judgment, arbitration or settlement.

13.  INDEMNIFICATION

     The Bank 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 Bank'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 Bank
(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.

14.  SUCCESSOR TO THE BANK

     The Bank  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  Bank,   expressly   and
unconditionally to assume and agree to perform the Bank's obligations under this
Agreement,  in the same  manner  and to the same  extent  that the Bank would be
required to perform if no such succession or assignment had taken place.

15.  SIGNATURES

     IN WITNESS  WHEREOF,  the Bank 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 FEDERAL BANK & TRUST



__________________                   By:
                                         ------------------------------------
                                         President

WITNESS:                             EXECUTIVE



__________________                   By:
                                         -----------------------------------
                                         Christopher H. Cook


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