FIDELITY FEDERAL SAVINGS BANK OF FLORIDA

             SENIOR MANAGEMENT PERFORMANCE INCENTIVE AWARD PROGRAM


                                  Adopted 1979
                             Amended August 22, 1990
                            Amended December 1, 1993
                            Restated December 1, 1998




<PAGE>

                                TABLE OF CONTENTS


                                                          PAGE
                                                      -----------


ARTICLE I--PURPOSE..........................................1

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

  2.1      Award............................................1
  2.2      Bank.............................................1
  2.3      Code.............................................1
  2.4      Committee........................................1
  2.5      Company..........................................1
  2.6      Director.........................................1
  2.7      Non-Employee Director............................1
  2.8      ERISA............................................2
  2.9      Program..........................................2
  2.10     Recipient........................................2

ARTICLE III--administration of the program..................2

ARTICLE IV--effective date of the program, as amended.......2

ARTICLE V--eligibility......................................2

ARTICLE VI--determination of awards.........................3

  6.1      Award Fund.......................................3
  6.2      Individual Awards................................3
  6.3      Employee Rights Under This Program...............3

ARTICLE VII--payment of awards..............................3

  7.1      Timing of Awards.................................3
  7.2      Payment of Awards................................3

ARTICLE VIII--amendment or termination of program...........3

ARTICLE IX--general provisions..............................4

  9.1      Program Expenses.................................4
  9.2      Vested Rights....................................4
  9.3      Right to Continued Employment....................4
  9.4      Decisions of Committee...........................4
  9.5      Governing Law....................................4


<PAGE>


                    FIDELITY FEDERAL SAVINGS BANK OF FLORIDA

              SENIOR MANAGEMENT PERFORMANCE INCENTIVE AWARD PROGRAM



                               ARTICLE I--PURPOSE

         The  purpose of this  Program is to reward  selected  members of senior
management for their contributions to the annual performance of Fidelity Federal
Savings Bank of Florida and to provide the opportunity  for these  executives to
be rewarded for future earnings growth.


                             ARTICLE II--DEFINITIONS

2.1      Award

         "Award"  means the grant by the  Committee  of an incentive  award,  as
provided in the Program.

2.2      Bank

         "Bank"  means the  Fidelity  Federal  Savings  Bank of Florida  and its
successors.

2.3      Code

         "Code" means the Internal Revenue Code of 1986, as amended.

2.4      Committee

         "Committee"  means the Executive  Compensation  Committee of the Bank's
Board of Directors referred to in Article III hereof.

2.5      Company

         "Company" means Fidelity  Bankshares,  Inc., the holding company of the
Bank.

2.6      Director

         "Director" means any director of the Bank.

2.7      Non-Employee Director

               "Non-Employee  Director"  means,  for  purposes  of the  Plan,  a
         director  who (a) is not employed by the Company or an  affiliate;  (b)
         does not receive  compensation  directly or  indirectly as a consultant
         (or in any other capacity than as a director) greater than $60,000; (c)
         does not have an interest in a transaction  requiring  disclosure under
         Item  404(a) of  Regulation  S-K;  or (d) is not  engaged in a business
         relationship for which  disclosure  would be required  pursuant to Item
         404(b) of Regulation S-K.

          Page 1 SENIOR MANAGEMENT PERFORMANCE INCENTIVE AWARD PROGRAM

<PAGE>



2.8      ERISA

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

2.9      Program

         "Program"  means the Fidelity  Federal  Savings Bank of Florida  Senior
Management Performance Incentive Award Program.

2.10     Recipient

         "Recipient"  means any executive officer or member of senior management
of the Bank or a  subsidiary  who is  selected  by the  Committee  to receive an
Award.


                   ARTICLE III--ADMINISTRATION OF THE PROGRAM

         The  Program  will  be  administered  by  the  Executive   Compensation
Committee of the Bank's Board of Directors (the "Committee") consisting of three
(3) or more members, each of whom shall be Non-Employee Directors. The Committee
shall have full responsibility and authority to interpret,  administer and alter
the  Program  as  necessary.   The   Committee's   authority  will  include  the
determination of eligibility and award amounts,  establishment from time to time
of regulations for  administration of the Program,  and any Program changes they
may deem necessary.

         A majority of the Committee shall constitute a quorum,  and the acts of
the majority of the members  present,  or acts approved in writing by a majority
of the Committee without a meeting shall be acts of the Committee.


              ARTICLE IV--EFFECTIVE DATE OF THE PROGRAM, AS AMENDED

         The Program was  initially  established  in 1979.  The Program has been
periodically  updated and amended from time to time. This  restatement  shall be
effective on December 1, 1998.


                             ARTICLE V--ELIGIBILITY

         All key management employees who are in a position to make an important
contribution to the Bank, or subsidiary of the Bank, and are employed during the
full  calendar year of the Program are eligible to  participate  in the Program.
This will include all senior  officers,  vice  presidents and above.  The actual
list of Recipients will be selected by the Committee each year.  Senior officers
will be informed of their participation in the Program prior to the beginning of
each calendar year.

          Page 2 SENIOR MANAGEMENT PERFORMANCE INCENTIVE AWARD PROGRAM
<PAGE>

                       ARTICLE VI--DETERMINATION OF AWARDS

         Awards will be determined in the following manner:

6.1      Award Fund

         A designated  percentage  (e.g., two percent (2%)) of the Company's net
profit before tax will be used to determine the award fund. This percentage will
be determined annually by the Board of Directors after taking into consideration
such  factors  as the  adequacy  of profit  performance  to fully  meet  capital
requirements.

6.2      Individual Awards

         The award fund will be distributed to individual Recipients pursuant to
a formula developed by the Committee. Such formula may contain performance goals
and other criteria as deemed appropriate by the Committee.

6.3      Employee Rights Under This Program

         No director, officer or employee shall have a right to be selected as a
Recipient nor, having been so selected,  to be selected again as a Recipient and
no director,  officer, employee or other person shall have any claim or right to
be granted an Award  under the Program or under any other  incentive  or similar
plan of the Bank or any Affiliate.


                         ARTICLE VII--PAYMENT OF AWARDS

7.1      Timing of Awards

        Awards will be made as soon after the end of the calendar year as
possible (e.g., 1993 awards are paid in 1994).

7.2      Payment of Awards

         Awards will be paid in cash or may be  deferred at the  election of the
individual Recipient, if such Recipient is eligible to participate in a deferral
plan.


                ARTICLE VIII--AMENDMENT OR TERMINATION OF PROGRAM

         The Board  may,  by  resolution,  at any time  amend or  terminate  the
Program. The Bank reserves the right to amend or cancel this Program at any time
without advance notice to Recipients.

          Page 3 SENIOR MANAGEMENT PERFORMANCE INCENTIVE AWARD PROGRAM
<PAGE>


                         ARTICLE IX--GENERAL PROVISIONS

9.1      Program Expenses

         All costs and expenses incurred in the operation and  administration of
this Program shall be borne by the Bank.

9.2      Vested Rights

         Nothing  contained in this Program  shall be construed as according any
current, former or future Recipient with any vested rights to payments under the
Program.

9.3      Right to Continued Employment

         Nothing contained in this Program shall be construed to confer upon any
Recipient any legal right to continued employment with the Bank.

9.4      Decisions of Committee

         Any decision made, or action taken, by the Committee arising out of the
Program will be within their absolute and sole discretion and will be binding on
all persons.

9.5      Governing Law

         This Program shall be governed by the laws of the State of Florida.

         IN WITNESS  WHEREOF,  the Bank has caused  this  amended  and  restated
Program to be executed by its duly authorized officers and the corporate seal to
be affixed and duly attested, as of the _____ day of _________________, 1998.


ATTEST:                              FIDELITY FEDERAL SAVINGS BANK
                                     OF FLORIDA


                                By:
------------------------------       -----------------------------------------
Patricia C. Clager, Secretary        Vince A. Elhilow, President and Chief
                                     Executive Officer


[SEAL]



          Page 4 SENIOR MANAGEMENT PERFORMANCE INCENTIVE AWARD PROGRAM

<PAGE>


                    FIDELITY FEDERAL SAVINGS BANK OF FLORIDA

           NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES













                                   Effective ___________________________, 19____




<PAGE>



                                TABLE OF CONTENTS

                                                                  PAGE
                                                              -----------

ARTICLE I--OVERVIEW.................................................1

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

  2.1      Award....................................................1
  2.2      Bank.....................................................1
  2.3      Beneficiary..............................................1
  2.4      Board....................................................1
  2.5      Change in Control........................................1
  2.6      Code.....................................................2
  2.7      Committee................................................2
  2.8      Common Stock.............................................2
  2.9      Company..................................................3
  2.10     Deferral Election........................................3
  2.11     Deferral Period..........................................3
  2.12     Deferred Amount..........................................3
  2.13     Designated Investment Allocation Date....................3
  2.14     Determination Date.......................................3
  2.15     Disability...............................................3
  2.16     Employer.................................................3
  2.17     ERISA....................................................3
  2.18     Normal Retirement........................................3
  2.19     Participant..............................................4
  2.20     Plan.....................................................4
  2.21     Program..................................................4
  2.22     Recipient................................................4

ARTICLE III--TERMS AND CONDITIONS OF THE DEFERRAL PROGRAM...........4

  3.1      Eligibility and Participation............................4
  3.2      Deferral Election........................................4
  3.3      Distribution of Deferral Election........................5
  3.4      Accelerated Distribution.................................5
  3.5      Change in Employment Status..............................5


                                       (i)
<PAGE>

                                                                   Page
                                                                 --------
ARTICLE IV--PARTICIPANT ACCOUNTS....................................6

  4.1      Account..................................................6
  4.2      Crediting to Account.....................................6
  4.3      Determination Date.......................................6
  4.4      Vesting..................................................6
  4.5      Investments..............................................6
  4.6      Earnings.................................................6
  4.7      Account Balance..........................................7
  4.8      Transfer of Balance......................................7
  4.9      Distributions............................................7

ARTICLE V--DEATH BENEFITS...........................................7

  5.1      Death After Payment Commencement.........................7
  5.2      Death Before Payment Commencement........................7

ARTICLE VI--UNFORESEEABLE EMERGENCIES AND HARDSHIP WITHDRAWALS......7

  6.1      Unforeseeable Emergencies................................7
  6.2      Hardship Withdrawals.....................................8

ARTICLE VII--ACCELERATED DISTRIBUTION...............................9

  7.1      Distribution Upon Request................................9
  7.2      Distribution Upon Change in Control......................9
  7.3      Distribution Upon Disability.............................9

ARTICLE VIII--CLAIMS PROCEDURES.....................................9

  8.1      Claim....................................................9
  8.2      Denial of Claim..........................................9
  8.3      Review of Claim.........................................10
  8.4      Final Decision..........................................10

ARTICLE IX--ADMINISTRATION.........................................10

  9.1      Committee; Duties.......................................10
  9.2      Agents..................................................10
  9.3      Binding Effect of Decisions.............................10
  9.4      Indemnity of Committee..................................10


                                      (ii)
<PAGE>



                                                                  Page
                                                                --------
ARTICLE X--AMENDMENT AND TERMINATION OF PLAN.......................11

  10.1     Amendment...............................................11
  10.2     Employer's Right to Terminate...........................11

ARTICLE XI--MISCELLANEOUS..........................................11

  11.1     Unfunded Plan...........................................11
  11.2     Unsecured General Creditor..............................11
  11.3     Trust Fund..............................................12
  11.4     Nonassignability........................................12
  11.5     Not a Contract of Employment............................12
  11.6     Withholding.............................................12
  11.7     Governing Law...........................................12
  11.8     Successors..............................................12






                                      (iii)
<PAGE>


                    FIDELITY FEDERAL SAVINGS BANK OF FLORIDA

                     NONQUALIFIED DEFERRED COMPENSATION PLAN


                               ARTICLE I--OVERVIEW

         Under the Nonqualified  Deferred  Compensation Plan as outlined in this
document,  Participants  in Fidelity  Federal  Savings Bank of Florida's  Senior
Management  Performance Incentive Award Program (the "Program") who are selected
by the  Executive  Compensation  Committee of the Board will be able to postpone
payment  and the  resulting  taxation  of all or a  portion  of their  incentive
awards.

         The  amounts  deferred  will  change in value in the  manner  set forth
herein. Under the Plan, Participants are provided with flexibility in the amount
deferred,  in the length of the Deferral  Period and in the eventual  receipt of
Deferred Amounts.


                             ARTICLE II--DEFINITIONS

2.1      Award

         "Award" means an incentive award granted by the Executive  Compensation
Committee of the Board under the Senior Management  Performance  Incentive Award
Program.

2.2      Bank

         "Bank"  means the  Fidelity  Federal  Savings  Bank of Florida  and its
successors.

2.3      Beneficiary

         "Beneficiary"  means the person or persons  designated by a Participant
to  receive  any  benefits   payable  under  the  Plan  in  the  event  of  such
Participant's  death.  Such person or persons  shall be designated in writing on
forms  provided by the Committee and may be changed from time to time by similar
written notice to the Committee.  In the absence of a written  designation,  the
Beneficiary shall be the Participant's spouse, if any, or if none, his estate.

2.4      Board

         "Board" means the Board of Directors of the Bank.

2.5      Change in Control

         "Change  in  Control"  of the Bank or the  Company  means a  change  in
control of a nature that:

               (a) Would be  required to be reported in response to Item 1(a) of
         the  current  report  on Form 8-K,  as in  effect  on the date  hereof,
         pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
         (the "Exchange Act"); or



       Page 1 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>


               (b)  Results in a Change in  Control  of the Bank or the  Company
         within  the  meaning  of the Home  Owners  Loan Act,  as  amended,  and
         applicable rules and regulations promulgated  thereunder,  as in effect
         at the time of the Change in Control (collectively, the "HOLA"); or

               (c) Without limitation, such Change in Control shall be deemed to
         have occurred at such time as:

                      (i) Any  "person"  (as the term is used in Sections  13(d)
               and 14(d) of the  Exchange  Act) is or  becomes  the  "beneficial
               owner"  (as  defined  in Rule  13d-3  under  the  Exchange  Act),
               directly or indirectly, of securities of the Company representing
               twenty-five percent (25%) or more of the combined voting power of
               the Company's  outstanding  securities  except for any securities
               purchased by the Bank's  employee stock  ownership plan or trust;
               or

                      (ii)  Individuals  who  constitute  the  Board on the date
               hereof (the "Incumbent Board") cease for any reason to constitute
               at least a majority thereof,  provided that any person becoming a
               director  subsequent  to  the  date  hereof  whose  election  was
               approved  by a  vote  of at  least  three-quarters  (3/4)  of the
               directors comprising the Incumbent Board, or whose nomination for
               election by the Company's  stockholders  was approved by the same
               Nominating  Committee serving under an Incumbent Board, shall be,
               for purposes of this clause (ii),  considered as though he were a
               member of the Incumbent Board; or

                      (iii) A plan  of  reorganization,  merger,  consolidation,
               sale of all or  substantially  all the  assets of the Bank or the
               Company  or similar  transaction  in which the Bank or Company is
               not the surviving institution occurs; or

                      (iv)   A   proxy   statement   soliciting   proxies   from
               stockholders  of the Company,  by someone  other than the current
               management of the Company, seeking stockholder approval of a plan
               of  reorganization,  merger or  consolidation  of the  Company or
               similar   transaction  with  one  (1)  or  more  corporations  or
               financial   institutions,   and  as  a  result   of  such   proxy
               solicitation a plan of reorganization,  merger,  consolidation or
               similar  transaction  involving  the  Company is  approved by the
               requisite vote of the Company's stockholders; or

                      (v) A tender offer is made for  twenty-five  percent (25%)
               or  more  of  the  voting  securities  of  the  Company  and  the
               shareholders owning beneficially or of record twenty-five percent
               (25%) or more of the  outstanding  securities of the Company have
               tendered or offered to sell their shares  pursuant to such tender
               offer and such  tendered  shares have been accepted by the tender
               offeror.

2.6      Code

         "Code" means the Internal Revenue Code of 1986, as amended.

2.7      Committee

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

2.8      Common Stock

         "Common Stock" means common stock of Fidelity Bankshares, Inc.



       Page 2 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>


2.9      Company

         "Company" means Fidelity  Bankshares,  Inc., the holding company of the
Bank.

2.10     Deferral Election

         "Deferral  Election"  means an election made by a Recipient of an Award
to defer the receipt of all or any portion of such Award.

2.11     Deferral Period

         "Deferral  Period" means the period of time that a Recipient  elects to
defer such Award.

2.12     Deferred Amount

         "Deferred  Amount"  means the  amount of an Award of which a  Recipient
elects to defer the receipt  until a later date,  as  specified  in the Deferral
Election.

2.13     Designated Investment Allocation Date

         "Designated  Investment  Allocation  Date"  shall mean each  January 1,
April 1, July 1 and October 1.

2.14     Determination Date

         "Determination  Date"  means  the last  date on  which a  Participant's
account was valued.

2.15     Disability

         "Disability"  means  the  permanent  and total  inability  by reason of
mental or  physical  infirmity,  or both,  of an  employee  to perform  the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board  must  advise  the  Committee  that it is either  not  possible  to
determine when such Disability  will terminate or that it appears  probable that
such  Disability  will be permanent  during the remainder of said  Participant's
life.

2.16     Employer

         "Employer" means Fidelity Federal Savings Bank of Florida,  a federally
chartered  Savings  Bank,  or any  successor  to the business  thereof,  and any
affiliated or subsidiary corporations designated by the Board.


       Page 3 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>



2.17     ERISA

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

2.18     Normal Retirement

         "Normal  Retirement" means retirement after age fifty-five (55) and the
completion of ten (10) years of service with the Employer.

2.19     Participant

         "Participant"  means any  Recipient who receives an Award and elects to
defer all or any portion of such amount in  accordance  with the  provisions  of
this Plan.

2.20     Plan

         "Plan" means the Nonqualified Deferred Compensation Plan.

2.21     Program

         "Program"  means the  Senior  Management  Performance  Incentive  Award
Program.

2.22     Recipient

         "Recipient"  means any officer  who  receives an Award under the Senior
Management Performance Incentive Award Program.


            ARTICLE III--TERMS AND CONDITIONS OF THE DEFERRAL PROGRAM

3.1      Eligibility and Participation

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

               (b) Participation.  An eligible employee may elect to participate
         in the Plan  with  respect  to any  Deferral  Period  by  submitting  a
         Participation Agreement to the Committee by December 31 of the calendar
         year  immediately  preceding the year in which the Award is earned.  In
         the event that an employee first becomes eligible to participate during
         a calendar  year, a  Participation  Agreement  must be submitted to the
         Committee no later than thirty (30) days following  notification of the
         employee  of  eligibility  to  participate,   and  such   Participation
         Agreement shall be effective only with regard to Compensation earned or
         payable following the submission of the Participation  Agreement to the
         Committee.

3.2      Deferral Election

         Deferred  Amounts,   length  of  Deferral  Periods,   form  of  payment
distribution and Beneficiary  designations will be determined through completion
of a Deferral Election form.


       Page 4 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES

<PAGE>



               (a) Deferred  Amounts are elected by  Recipients  by completing a
         Deferral  Election  which  designates  the  portion  of an  Award to be
         deferred and elects the Deferral Period.

               (b) Deferral  Periods may extend for a specified  period of years
         from  receipt  of an Award,  such as five (5) or ten (10) years or such
         other period as designated in writing by a Participant, or until Normal
         Retirement, at the election of a Participant.

               (c)  At the  end of the  Deferral  Period,  the  distribution  of
         Deferred Amounts, including any earnings or appreciation in value, will
         be made at the election of the Participant in either:

                      (i)    One (1) lump sum;

                      (ii)   Five (5) annual installments;

                      (iii)  Ten (10) annual installments; or

                      (iv)   Twenty (20) annual installments.

                      Annual installment  payments shall be approximately  equal
               to the account balance as of the last  Determination Date divided
               by the number of remaining  installment  payments to be made.  In
               the event a Participant who has elected installment distributions
               has all or a portion of the  Participant's  account  invested  in
               Common Stock,  then the Committee  shall  determine the manner of
               distribution  of the Common Stock (i.e.,  incrementally  over the
               installment  period or pursuant to another  method  determined by
               the Committee.

               (d) The payout  elections  in (b) and (c) above may be changed by
         Participants prior to twenty-four (24) months in which the Participants
         would have received such  distribution  from their account had they not
         elected to change their election. Any election to change a payout which
         does not meet the twenty-four (24) month period above, shall be void.

3.3      Distribution of Deferral Election

         Participants  who enter into a Deferral  Election must determine at the
time of such Deferral  Election how the Deferred  Amounts (plus any  appreciated
value) shall be distributed to them,  provided,  however,  that Participants who
terminate prior to Normal  Retirement shall have their account balances paid out
in a lump sum as soon as practicable after such termination.

3.4      Accelerated Distribution

         In the  event of a Change in  Control,  as  defined  in  Article  II, a
Participant  may elect to accelerate  the receipt of his Account,  in accordance
with the provisions of Article II.

3.5      Change in Employment Status

         If the Executive  Compensation Committee of the Board determines that a
Participant's  employment  performance  is no  longer at a level  that  deserves
reward  through   participation  in  this  Plan,  but  does  not  terminate  the
Participant's   employment,   no  Deferral  Commitments  may  be  made  by  such
Participant after the date designated by the Board.



       Page 5 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES

<PAGE>



                        ARTICLE IV--PARTICIPANT ACCOUNTS

4.1      Account

         For  recordkeeping  purposes  only, an Account shall be maintained  for
each  Participant.  Separate  subaccounts  shall  be  maintained  to the  extent
necessary to properly reflect the Participant's total vested Account balance.

4.2      Crediting to Account

         The  amount of an Award  that a  Participant  elects to defer  shall be
withheld  from the  payment  of such  Award and  credited  to the  Participant's
Account on the date the  nondeferred  portion of the Award becomes or would have
become payable.

4.3      Determination Date

         Each Participant's  Account as of each Determination Date shall consist
of the balance of the  Participant's  Accounts as of the  immediately  preceding
Determination  Date,  plus any earnings,  minus the amount of any  distributions
made since the immediately preceding valuation date.

4.4      Vesting

         Each  Participant  shall be one hundred  percent  (100%)  vested in the
amounts credited to such Participant's Account and earnings thereon.

4.5      Investments

         A  Participant  shall inform the  Committee as to the  investments  the
Participant  would like to use in calculating  the earnings on his Account under
the Plan. In selecting the investments,  the Participant shall be able to choose
from, among other things, Common Stock and investments similar to the investment
alternatives  available under the Savings Plan for Employees of Fidelity Federal
Savings Bank of Florida (the "Savings  Plan").  A  Participant  shall be able to
provide  investment  instructions  to the  Committee on a quarterly  basis which
election  shall take effect on the  Designated  Investment  Allocation  Date, if
provided  in  writing  to the  Committee  at  least  one (1)  week  before  such
Designated Investment Allocation Date, provided,  however, that if a Participant
elects to invest all or a portion of the Participant's  account in Common Stock,
the amount so invested shall remain invested in Common Stock for the duration of
such Participant's  participation and shall be distributed to the Participant in
the form of Common Stock at the time of distribution.  The  implementation  of a
Participant's   investment  instructions  is  entirely  discretionary  with  the
Committee.

4.6      Earnings

         Unless the Committee selects an alternative crediting rate, the amounts
credited to a  Participant's  Accounts shall accrue earnings at the same rate as
that  of the  investments  selected  by the  Participant  less  any  third-party
asset-based  administrative fees. If the Participant fails to provide investment
instructions,  the  Participant's  Account will earn income at the rate or rates
selected by the Committee.


       Page 6 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>



4.7      Account Balance

         The  Committee  shall  submit to each  Participant,  within one hundred
twenty (120) days after the close of each  calendar  year and at such other time
as determined  by the  Committee,  a statement  setting forth the balance to the
credit of the Account maintained for a Participant.

4.8      Transfer of Balance

         Any Participant of this Plan who becomes  eligible for the Nonqualified
Deferred   Compensation  Plan  for  Key  Executives  shall  have  their  balance
transferred  to that plan and their balance in this Plan shall be zero after the
transfer.

4.9      Distributions

         Amounts distributed to a Participant under this Plan shall generally be
distributed in cash,  provided,  however,  that amounts invested in Common Stock
shall be distributed in Common Stock.


                            ARTICLE V--DEATH BENEFITS

5.1      Death After Payment Commencement

         If  a  Participant  should  die  after  payments  commence  but  before
receiving all amounts payable  hereunder,  then such payments remaining shall be
made to his  Beneficiary  over the  period  elected by the  Participant.  If the
Beneficiary  predeceases the  Participant,  then the amounts  payable  hereunder
shall be paid to the Participant's estate in a lump sum.

5.2      Death Before Payment Commencement

         If a Participant should die before payments commence, the Participant's
Accounts shall be paid to his Beneficiary as soon as practicable, in a lump sum.


         ARTICLE VI--UNFORESEEABLE EMERGENCIES AND HARDSHIP WITHDRAWALS

6.1      Unforeseeable Emergencies

         Benefits may be paid to a Participant or  Beneficiary  hereunder in the
event  of an  Unforeseeable  Emergency.  An  Unforeseeable  Emergency  means  an
unanticipated  emergency  that is caused by an event  beyond the  control of the
Participant or Beneficiary,  such as a sudden and unexpected illness or accident
of the Participant or of a dependent (as defined in Code Section  152(a)),  loss
of the Participant's  property due to casualty,  or other similar  extraordinary
and unforeseeable circumstances, and the Unforeseeable Emergency would result in
severe  financial  hardship  to the  individual  if  early  withdrawal  were not
permitted.  The  circumstances  that will constitute an Unforeseeable  Emergency
will  depend upon the facts of each case,  but, in any case,  payment may not be
made to the extent that such hardship is or may be relieved:

               (a)  Through  reimbursement  or   compensation  by  insurance  or
         otherwise;



       Page 7 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>



               (b) By liquidation of the Participant's assets, to the extent the
         liquidation  of such assets  would not itself  cause  severe  financial
         hardship; or

               (c) By cessation of deferrals under the Plan.

         Examples of what are not considered  Unforeseeable  Emergencies include
the need to send a  Participant's  child to college or the desire to  purchase a
home.  An early  withdrawal  from the Plan  pursuant to this  provision  must be
limited to the amount necessary to meet the emergency.

         A distribution  due to an  Unforeseeable  Emergency shall first be made
from amounts attributable to the Participant's account other than Common Stock.

6.2      Hardship Withdrawals

         Upon a finding  that a  Participant  has  suffered  a severe  financial
hardship, not rising to the level of an Unforeseeable  Emergency,  the Committee
may, in its sole discretion,  make distributions from the Participant's  Account
prior to the time  specified  for  payment  of  benefits  under the  Plan.  Such
hardship  distributions  may be  made  on  account  of an  immediate  and  heavy
financial need of the Participant for:

                  (a) Medical care as  described in Code Section  213(d) for the
         Participant,  the Participant's spouse or dependent (as defined in Code
         Section 152);

                  (b)  Educational  expenses,  such as the payment of tuition or
         related  educational  fees,  or room and  board  expenses  for the next
         twelve (12) months of postsecondary education for the Participant,  the
         Participant's spouse or dependent (as defined in Code Section 152);

                  (c) Costs  directly  related to the  purchase  of a  principal
         residence for the employee (excluding mortgage payments);

                  (d)  Payments   necessary  to  prevent  the  eviction  of  the
         Participant from his principal residence or foreclosure of the mortgage
         on that residence;

                  (e) Payments for funeral expenses not covered by insurance for
         a member of the immediate family of the Participant; and

                  (f) Payments to cover the immediate  expenses  resulting  from
         the divorce of the Participant.

         The  amount  of  such  distribution  shall  be  limited  to the  amount
reasonably necessary to meet the Participant's requirements during the financial
hardship. A distribution is not treated as necessary to satisfy an immediate and
heavy financial need of an employee to the extent the amount of the distribution
is in excess of the amount  required  to relieve  the  financial  need or to the
extent  the  need may be  satisfied  from  other  sources  that  are  reasonably
available to the Participant, including all nontaxable loans currently available
under all plans maintained by the Bank. This Committee's determination regarding
the  Hardship  Distribution  is to be made on the  basis  of all the  facts  and
circumstances  and based upon the  evidence  provided  to the  Committee  by the
Participant and the Bank, including receipts, invoices,  foreclosure notices, or
the like,  and  including  information  that may be available to the Bank or the
Committee  on  other  distributions  available  to  the  Participant,  including
nontaxable loans available under all plans maintained by the Bank.


       Page 8 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>



         A Participant  who requests and is granted a Hardship  Withdrawal  will
forfeit a portion of his  Account  balance  under this Plan equal to ten percent
(10%)  of the  amount  requested  and  received  as a  Hardship  Withdrawal.  No
Participant shall be entitled to more than one (1) Hardship  Withdrawal from the
Plan. A Participant's  Hardship Withdrawal,  and any forfeiture related thereto,
shall first be made from amounts attributable to the Participant's account other
than Common Stock.


                      ARTICLE VII--ACCELERATED DISTRIBUTION

7.1      Distribution Upon Request

         After a Participant has retired,  notwithstanding previous distribution
elections to the  contrary,  a  Participant  shall be entitled to receive,  upon
written  request  to the  Committee,  a lump sum  distribution  equal to  ninety
percent (90%) of his Account balance as of the  Determination  Date  immediately
preceding  the date on which the  Committee  receives the written  request.  The
remaining  balance  shall be forfeited by the  Participant.  The amount  payable
under this Section  shall be paid in a lump sum payment  within ninety (90) days
following the receipt of the notice by the Committee from the Participant.

7.2      Distribution Upon Change in Control

         Upon a Change in Control,  all  Participants  shall have their  account
balances  paid to them in a lump sum  within  thirty  (30) days of the Change in
Control.

7.3      Distribution Upon Disability

         Participants  who terminate  employment  due to  Disability  shall have
their Deferred  Amounts (plus any appreciated  value) paid to them in a lump sum
as soon as practicable after the Participants' termination due to Disability.


                         ARTICLE VIII--CLAIMS PROCEDURES

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 reasons 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.



       Page 9 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>



8.3      Review of Claim

         Any person  whose claim to 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
reasons and the relevant Plan provisions. All decisions on review shall be final
and bind all parties concerned.


                           ARTICLE IX--ADMINISTRATION

9.1      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.

9.2      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.

9.3      Binding Effect of Decisions

         The  decision  or action of the  Committee  in respect to 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,  conclusive  and binding upon all persons having any interest in
the Plan.

9.4      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 10 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>



                  ARTICLE X--AMENDMENT AND TERMINATION OF PLAN

10.1     Amendment

         The Board may at any time amend the Plan in whole or in part, provided,
however, that no amendment shall be effective to decrease or restrict the amount
accrued to the date of Amendment in any Account maintained under the Plan.

10.2     Employer's Right to Terminate

         The Board may at any time  partially or  completely  terminate the Plan
if, in its judgment, the tax, accounting, or other effects of the continuance of
the Plan, or potential payments  thereunder,  would not be in the best interests
of the Employer.

               (a) Partial  Termination.  The Board may partially  terminate the
         Plan by instructing the Committee not to accept any additional Deferral
         Commitments. In the event of such a Partial Termination, the Plan shall
         continue  to  operate  and  be   effective   with  regard  to  Deferral
         Commitments  entered into prior to the  effective  date of such Partial
         Termination.

               (b) Complete Termination.  The Board may completely terminate the
         Plan by instructing the Committee not to accept any additional Deferral
         Commitments,  and by terminating all ongoing Deferral  Commitments.  In
         the event of Complete Termination,  the Plan shall cease to operate and
         the Employer shall pay out to each Participant their Account as if that
         Participant  had  terminated  service as of the  effective  date of the
         Complete   Termination.   Payments   shall  be  made  in  equal  annual
         installments  over  the  period  listed  below,  based  on the  Account
         balance:


         Appropriate Account Balance                        Payout Period
         ---------------------------------------------------------------------

         Less than $75,000                                     1 Year
         $75,000 but less than $250,000                        3 Years
         More than $250,000                                    5 Years
         =====================================================================


                            ARTICLE XI--MISCELLANEOUS

11.1     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.  This Plan is not intended to create an investment
contract,  but to provide tax planning  opportunities and retirement benefits to
eligible  individuals  who have  elected to  participate  in the Plan.  Eligible
individuals  are select  members of management  who, by virtue of their position
with the Bank,  are uniquely  informed as to the Bank's  operations and have the
ability to materially affect the Bank's profitability and operations.

11.2     Unsecured General Creditor

         A Participant  and his  Beneficiary,  heir,  successor and assign shall
have no legal or equitable rights,  interest or claims in any property or assets
of the Bank, nor shall they be Beneficiaries  of, or have any rights,  claims or
interests  in any  investment  made by the Bank  with  assets it  designates  as
attributable  to the Plan.  Such  assets of the Bank 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 the Bank under this Plan. Any and all of the Bank's assets shall
be, and remain,  the general,  unpledged,  unrestricted  assets of the Bank. The
Bank's  obligation  under the Plan shall be that of an  unfunded  and  unsecured
promise of the Bank to pay money in the future.



       Page 11 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>



11.3     Trust Fund

         The Bank shall be responsible for the payment of all benefits  provided
under  the  Plan.  At its  discretion,  the Bank 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 Bank's
creditors.  To the extent any benefits provided under the Plan are actually paid
from any such  trust,  the Bank 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 Bank.

11.4     Nonassignability

         Neither a  Participant  nor any other  person  shall  have any right to
commute,  sell,  assign,  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.

11.5     Not a Contract of Employment

         The terms and conditions of this Plan shall not be deemed to constitute
a  contract  of  employment  between  the  Bank  and  the  Participant,  and the
Participant (or his Beneficiary) shall have no rights against the Bank except as
may otherwise be 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 Bank or to interfere  with the right of the Bank to  discipline or discharge
him at any time.

11.6     Withholding

         Any  withholding  of taxes or other  amounts  with  respect to deferred
Compensation which is required by state,  federal or local law shall be withheld
from the Participant's nondeferred Award with any excess being withheld from the
Participant's Salary.

11.7     Governing Law

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

11.8     Successors

         The  provisions of this Plan shall bind and inure to the benefit of the
Bank,  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 the Bank, and successors of any such corporation or other
business entity.


       Page 12 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES
<PAGE>



         IN WITNESS WHEREOF,  the Bank has caused this amended and restated Plan
to be executed by its duly  authorized  officers  and the  corporate  seal to be
affixed and duly attested, as of the _____ day of ___________________, 1998.


ATTEST:                               FIDELITY FEDERAL SAVINGS BANK OF FLORIDA


                                  By:
-------------------------------       ------------------------------------------
Patricia C. Clager, Secretary         Vince A. Elhilow, President and Chief
                                      Executive Officer



[SEAL]



       Page 13 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES

<PAGE>




                    FIDELITY FEDERAL SAVINGS BANK OF FLORIDA

                     NONQUALIFIED DEFERRED COMPENSATION PLAN


















                                   Effective ___________________________, 19____




<PAGE>



                                TABLE OF CONTENTS

                                                                     PAGE
                                                                  -----------
ARTICLE I--OVERVIEW....................................................1

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

  2.1      Award.......................................................1
  2.2      Bank........................................................1
  2.3      Beneficiary.................................................1
  2.4      Board.......................................................1
  2.5      Change in Control...........................................1
  2.6      Code........................................................2
  2.7      Committee...................................................2
  2.8      Common Stock................................................2
  2.9      Company.....................................................3
  2.10     Deferral Election...........................................3
  2.11     Deferral Period.............................................3
  2.12     Deferred Amount.............................................3
  2.13     Designated Investment Allocation Date.......................3
  2.14     Determination Date..........................................3
  2.15     Disability..................................................3
  2.16     Employer....................................................3
  2.17     ERISA.......................................................3
  2.18     Normal Retirement...........................................3
  2.19     Participant.................................................4
  2.20     Plan........................................................4
  2.21     Program.....................................................4
  2.22     Recipient...................................................4

ARTICLE III--TERMS AND CONDITIONS OF THE DEFERRAL PROGRAM..............4

  3.1      Eligibility and Participation...............................4
  3.2      Deferral Election...........................................4
  3.3      Distribution of Deferral Election...........................5
  3.4      Accelerated Distribution....................................5
  3.5      Change in Employment Status.................................5



                                       (i)
<PAGE>


                                                                     PAGE
                                                                  -----------
ARTICLE IV--PARTICIPANT ACCOUNTS.......................................6

  4.1      Account.....................................................6
  4.2      Crediting to Account........................................6
  4.3      Determination Date..........................................6
  4.4      Vesting.....................................................6
  4.5      Investments.................................................6
  4.6      Earnings....................................................6
  4.7      Account Balance.............................................7
  4.8      Transfer of Balance.........................................7
  4.9      Distributions...............................................7

ARTICLE V--DEATH BENEFITS..............................................7

  5.1      Death After Payment Commencement............................7
  5.2      Death Before Payment Commencement...........................7

ARTICLE VI--UNFORESEEABLE EMERGENCIES AND HARDSHIP WITHDRAWALS.........7

  6.1      Unforeseeable Emergencies...................................7
  6.2      Hardship Withdrawals........................................8

ARTICLE VII--ACCELERATED DISTRIBUTION..................................9

  7.1      Distribution Upon Request...................................9
  7.2      Distribution Upon Change in Control.........................9
  7.3      Distribution Upon Disability................................9

ARTICLE VIII--CLAIMS PROCEDURES........................................9

  8.1      Claim.......................................................9
  8.2      Denial of Claim.............................................9
  8.3      Review of Claim............................................10
  8.4      Final Decision.............................................10

ARTICLE IX--ADMINISTRATION............................................10

  9.1      Committee; Duties..........................................10
  9.2      Agents.....................................................10
  9.3      Binding Effect of Decisions................................10
  9.4      Indemnity of Committee.....................................10



                                      (ii)
<PAGE>


                                                                     PAGE
                                                                  -----------
ARTICLE X--AMENDMENT AND TERMINATION OF PLAN..........................11

  10.1     Amendment..................................................11
  10.2     Employer's Right to Terminate..............................11

ARTICLE XI--MISCELLANEOUS.............................................11

  11.1     Unfunded Plan..............................................11
  11.2     Unsecured General Creditor.................................11
  11.3     Trust Fund.................................................12
  11.4     Nonassignability...........................................12
  11.5     Not a Contract of Employment...............................12
  11.6     Withholding................................................12
  11.7     Governing Law..............................................12
  11.8     Successors.................................................12





                                      (iii)


<PAGE>


                    FIDELITY FEDERAL SAVINGS BANK OF FLORIDA

                     NONQUALIFIED DEFERRED COMPENSATION PLAN


                    RESTATED AS OF ___________________, 1998



                               ARTICLE I--OVERVIEW

         Under the Nonqualified  Deferred  Compensation Plan as outlined in this
document,  Participants  in Fidelity  Federal  Savings Bank of Florida's  Senior
Management  Performance Incentive Award Program (the "Program") who are selected
by the  Executive  Compensation  Committee of the Board will be able to postpone
payment  and the  resulting  taxation  of all or a  portion  of their  incentive
awards.

         The  amounts  deferred  will  change in value in the  manner  set forth
herein. Under the Plan, Participants are provided with flexibility in the amount
deferred,  in the length of the Deferral  Period and in the eventual  receipt of
Deferred Amounts.


                             ARTICLE II--DEFINITIONS

2.1      Award

         "Award" means an incentive award granted by the Executive  Compensation
Committee of the Board under the Senior Management  Performance  Incentive Award
Program.

2.2      Bank

         "Bank"  means the  Fidelity  Federal  Savings  Bank of Florida  and its
successors.

2.3      Beneficiary

         "Beneficiary"  means the person or persons  designated by a Participant
to  receive  any  benefits   payable  under  the  Plan  in  the  event  of  such
Participant's  death.  Such person or persons  shall be designated in writing on
forms  provided by the Committee and may be changed from time to time by similar
written notice to the Committee.  In the absence of a written  designation,  the
Beneficiary shall be the Participant's spouse, if any, or if none, his estate.

2.4      Board

         "Board" means the Board of Directors of the Bank.

2.5      Change in Control

         "Change  in  Control"  of the Bank or the  Company  means a  change  in
control of a nature that:

               (a) Would be  required to be reported in response to Item 1(a) of
         the  current  report  on Form 8-K,  as in  effect  on the date  hereof,
         pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
         (the "Exchange Act"); or


                 Page 1 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>

               (b)  Results in a Change in  Control  of the Bank or the  Company
         within  the  meaning  of the Home  Owners  Loan Act,  as  amended,  and
         applicable rules and regulations promulgated  thereunder,  as in effect
         at the time of the Change in Control (collectively, the "HOLA"); or

               (c) Without limitation, such Change in Control shall be deemed to
         have occurred at such time as:

                      (i) Any  "person"  (as the term is used in Sections  13(d)
               and 14(d) of the  Exchange  Act) is or  becomes  the  "beneficial
               owner"  (as  defined  in Rule  13d-3  under  the  Exchange  Act),
               directly or indirectly, of securities of the Company representing
               twenty-five percent (25%) or more of the combined voting power of
               the Company's  outstanding  securities  except for any securities
               purchased by the Bank's  employee stock  ownership plan or trust;
               or

                      (ii)  Individuals  who  constitute  the  Board on the date
               hereof (the "Incumbent Board") cease for any reason to constitute
               at least a majority thereof,  provided that any person becoming a
               director  subsequent  to  the  date  hereof  whose  election  was
               approved  by a  vote  of at  least  three-quarters  (3/4)  of the
               directors comprising the Incumbent Board, or whose nomination for
               election by the Company's  stockholders  was approved by the same
               Nominating  Committee serving under an Incumbent Board, shall be,
               for purposes of this clause (ii),  considered as though he were a
               member of the Incumbent Board; or

                      (iii) A plan  of  reorganization,  merger,  consolidation,
               sale of all or  substantially  all the  assets of the Bank or the
               Company  or similar  transaction  in which the Bank or Company is
               not the surviving institution occurs; or

                      (iv)   A   proxy   statement   soliciting   proxies   from
               stockholders  of the Company,  by someone  other than the current
               management of the Company, seeking stockholder approval of a plan
               of  reorganization,  merger or  consolidation  of the  Company or
               similar   transaction  with  one  (1)  or  more  corporations  or
               financial   institutions,   and  as  a  result   of  such   proxy
               solicitation a plan of reorganization,  merger,  consolidation or
               similar  transaction  involving  the  Company is  approved by the
               requisite vote of the Company's stockholders; or

                      (v) A tender offer is made for  twenty-five  percent (25%)
               or  more  of  the  voting  securities  of  the  Company  and  the
               shareholders owning beneficially or of record twenty-five percent
               (25%) or more of the  outstanding  securities of the Company have
               tendered or offered to sell their shares  pursuant to such tender
               offer and such  tendered  shares have been accepted by the tender
               offeror.

2.6      Code

         "Code" means the Internal Revenue Code of 1986, as amended.

2.7      Committee

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

2.8      Common Stock



                 Page 2 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


         "Common Stock" means common stock of Fidelity Bankshares, Inc.

2.9      Company

         "Company" means Fidelity  Bankshares,  Inc., the holding company of the
Bank.

2.10     Deferral Election

         "Deferral  Election"  means an election made by a Recipient of an Award
to defer the receipt of all or any portion of such Award.

2.11     Deferral Period

         "Deferral  Period" means the period of time that a Recipient  elects to
defer such Award.

2.12     Deferred Amount

         "Deferred  Amount"  means the  amount of an Award of which a  Recipient
elects to defer the receipt  until a later date,  as  specified  in the Deferral
Election.

2.13     Designated Investment Allocation Date

         "Designated  Investment  Allocation  Date"  shall mean each  January 1,
April 1, July 1 and October 1.

2.14     Determination Date

         "Determination  Date"  means  the last  date on  which a  Participant's
account was valued.

2.15     Disability

         "Disability"  means  the  permanent  and total  inability  by reason of
mental or  physical  infirmity,  or both,  of an  employee  to perform  the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board  must  advise  the  Committee  that it is either  not  possible  to
determine when such Disability  will terminate or that it appears  probable that
such  Disability  will be permanent  during the remainder of said  Participant's
life.

2.16     Employer

         "Employer" means Fidelity Federal Savings Bank of Florida,  a federally
chartered  Savings  Bank,  or any  successor  to the business  thereof,  and any
affiliated or subsidiary corporations designated by the Board.

2.17     ERISA

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

2.18     Normal Retirement



                 Page 3 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


         "Normal  Retirement" means retirement after age fifty-five (55) and the
completion of ten (10) years of service with the Employer.

2.19     Participant

         "Participant"  means any  Recipient who receives an Award and elects to
defer all or any portion of such amount in  accordance  with the  provisions  of
this Plan.

2.20     Plan

         "Plan" means the Nonqualified Deferred Compensation Plan.

2.21     Program

         "Program"  means the  Senior  Management  Performance  Incentive  Award
Program.

2.22     Recipient

         "Recipient"  means any officer  who  receives an Award under the Senior
Management Performance Incentive Award Program.


            ARTICLE III--TERMS AND CONDITIONS OF THE DEFERRAL PROGRAM

3.1      Eligibility and Participation

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

               (b) Participation.  An eligible employee may elect to participate
         in the Plan  with  respect  to any  Deferral  Period  by  submitting  a
         Participation Agreement to the Committee by December 31 of the calendar
         year  immediately  preceding the year in which the Award is earned.  In
         the event that an employee first becomes eligible to participate during
         a calendar  year, a  Participation  Agreement  must be submitted to the
         Committee no later than thirty (30) days following  notification of the
         employee  of  eligibility  to  participate,   and  such   Participation
         Agreement shall be effective only with regard to Compensation earned or
         payable following the submission of the Participation  Agreement to the
         Committee.

3.2      Deferral Election

         Deferred  Amounts,   length  of  Deferral  Periods,   form  of  payment
distribution and Beneficiary  designations will be determined through completion
of a Deferral Election form.

               (a) Deferred  Amounts are elected by  Recipients  by completing a
         Deferral  Election  which  designates  the  portion  of an  Award to be
         deferred and elects the Deferral Period.

               (b) Deferral  Periods may extend for a specified  period of years
         from  receipt  of an Award,  such as five (5) or ten (10) years or such
         other period as designated in writing by a Participant, or until Normal
         Retirement, at the election of a Participant.



                 Page 4 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


               (c)  At the  end of the  Deferral  Period,  the  distribution  of
         Deferred Amounts, including any earnings or appreciation in value, will
         be made at the election of the Participant in either:

                      (i)    One (1) lump sum;

                      (ii)   Five (5) annual installments;

                      (iii)  Ten (10) annual installments; or

                      (iv)   Twenty (20) annual installments.

                      Annual installment  payments shall be approximately  equal
               to the account balance as of the last  Determination Date divided
               by the number of remaining  installment  payments to be made.  In
               the event a Participant who has elected installment distributions
               has all or a portion of the  Participant's  account  invested  in
               Common Stock,  then the Committee  shall  determine the manner of
               distribution  of the Common Stock (i.e.,  incrementally  over the
               installment  period or pursuant to another  method  determined by
               the Committee.

               (d) The payout  elections  in (b) and (c) above may be changed by
         Participants prior to twenty-four (24) months in which the Participants
         would have received such  distribution  from their account had they not
         elected to change their election. Any election to change a payout which
         does not meet the twenty-four (24) month period above, shall be void.

3.3      Distribution of Deferral Election

         Participants  who enter into a Deferral  Election must determine at the
time of such Deferral  Election how the Deferred  Amounts (plus any  appreciated
value) shall be distributed to them,  provided,  however,  that Participants who
terminate prior to Normal  Retirement shall have their account balances paid out
in a lump sum as soon as practicable after such termination.

3.4      Accelerated Distribution

         In the  event of a Change in  Control,  as  defined  in  Article  II, a
Participant  may elect to accelerate  the receipt of his Account,  in accordance
with the provisions of Article II.

3.5      Change in Employment Status

         If the Executive  Compensation Committee of the Board determines that a
Participant's  employment  performance  is no  longer at a level  that  deserves
reward  through   participation  in  this  Plan,  but  does  not  terminate  the
Participant's   employment,   no  Deferral  Commitments  may  be  made  by  such
Participant after the date designated by the Board.



                 Page 5 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


                        ARTICLE IV--PARTICIPANT ACCOUNTS

4.1      Account

         For  recordkeeping  purposes  only, an Account shall be maintained  for
each  Participant.  Separate  subaccounts  shall  be  maintained  to the  extent
necessary to properly reflect the Participant's total vested Account balance.

4.2      Crediting to Account

         The  amount of an Award  that a  Participant  elects to defer  shall be
withheld  from the  payment  of such  Award and  credited  to the  Participant's
Account on the date the  nondeferred  portion of the Award becomes or would have
become payable.

4.3      Determination Date

         Each Participant's  Account as of each Determination Date shall consist
of the balance of the  Participant's  Accounts as of the  immediately  preceding
Determination  Date,  plus any earnings,  minus the amount of any  distributions
made since the immediately preceding valuation date.

4.4      Vesting

         Each  Participant  shall be one hundred  percent  (100%)  vested in the
amounts credited to such Participant's Account and earnings thereon.

4.5      Investments

         A  Participant  shall inform the  Committee as to the  investments  the
Participant  would like to use in calculating  the earnings on his Account under
the Plan. In selecting the investments,  the Participant shall be able to choose
from, among other things, Common Stock and investments similar to the investment
alternatives  available under the Savings Plan for Employees of Fidelity Federal
Savings Bank of Florida (the "Savings  Plan").  A  Participant  shall be able to
provide  investment  instructions  to the  Committee on a quarterly  basis which
election  shall take effect on the  Designated  Investment  Allocation  Date, if
provided  in  writing  to the  Committee  at  least  one (1)  week  before  such
Designated Investment Allocation Date, provided,  however, that if a Participant
elects to invest all or a portion of the Participant's  account in Common Stock,
the amount so invested shall remain invested in Common Stock for the duration of
such Participant's  participation and shall be distributed to the Participant in
the form of Common Stock at the time of distribution.  The  implementation  of a
Participant's   investment  instructions  is  entirely  discretionary  with  the
Committee.

4.6      Earnings

         Unless the Committee selects an alternative crediting rate, the amounts
credited to a  Participant's  Accounts shall accrue earnings at the same rate as
that  of the  investments  selected  by the  Participant  less  any  third-party
asset-based  administrative fees. If the Participant fails to provide investment
instructions,  the  Participant's  Account will earn income at the rate or rates
selected by the Committee.




                 Page 6 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


4.7      Account Balance

         The  Committee  shall  submit to each  Participant,  within one hundred
twenty (120) days after the close of each  calendar  year and at such other time
as determined  by the  Committee,  a statement  setting forth the balance to the
credit of the Account maintained for a Participant.

4.8      Transfer of Balance

         Any Participant of this Plan who becomes  eligible for the Nonqualified
Deferred   Compensation  Plan  for  Key  Executives  shall  have  their  balance
transferred  to that plan and their balance in this Plan shall be zero after the
transfer.

4.9      Distributions

         Amounts distributed to a Participant under this Plan shall generally be
distributed in cash,  provided,  however,  that amounts invested in Common Stock
shall be distributed in Common Stock.


                            ARTICLE V--DEATH BENEFITS

5.1      Death After Payment Commencement

         If  a  Participant  should  die  after  payments  commence  but  before
receiving all amounts payable  hereunder,  then such payments remaining shall be
made to his  Beneficiary  over the  period  elected by the  Participant.  If the
Beneficiary  predeceases the  Participant,  then the amounts  payable  hereunder
shall be paid to the Participant's estate in a lump sum.

5.2      Death Before Payment Commencement

         If a Participant should die before payments commence, the Participant's
Accounts shall be paid to his Beneficiary as soon as practicable, in a lump sum.


         ARTICLE VI--UNFORESEEABLE EMERGENCIES AND HARDSHIP WITHDRAWALS

6.1      Unforeseeable Emergencies

         Benefits may be paid to a Participant or  Beneficiary  hereunder in the
event  of an  Unforeseeable  Emergency.  An  Unforeseeable  Emergency  means  an
unanticipated  emergency  that is caused by an event  beyond the  control of the
Participant or Beneficiary,  such as a sudden and unexpected illness or accident
of the Participant or of a dependent (as defined in Code Section  152(a)),  loss
of the Participant's  property due to casualty,  or other similar  extraordinary
and unforeseeable circumstances, and the Unforeseeable Emergency would result in
severe  financial  hardship  to the  individual  if  early  withdrawal  were not
permitted.  The  circumstances  that will constitute an Unforeseeable  Emergency
will  depend upon the facts of each case,  but, in any case,  payment may not be
made to the extent that such hardship is or may be relieved:




                 Page 7 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>



               (a) Through  reimbursement  or  compensation   by   insurance  or
         otherwise;

               (b) By liquidation of the Participant's assets, to the extent the
         liquidation  of such assets  would not itself  cause  severe  financial
         hardship; or

               (c) By cessation of deferrals under the Plan.

         Examples of what are not considered  Unforeseeable  Emergencies include
the need to send a  Participant's  child to college or the desire to  purchase a
home.  An early  withdrawal  from the Plan  pursuant to this  provision  must be
limited to the amount necessary to meet the emergency.

         A distribution  due to an  Unforeseeable  Emergency shall first be made
from amounts attributable to the Participant's account other than Common Stock.

6.2      Hardship Withdrawals

         Upon a finding  that a  Participant  has  suffered  a severe  financial
hardship, not rising to the level of an Unforeseeable  Emergency,  the Committee
may, in its sole discretion,  make distributions from the Participant's  Account
prior to the time  specified  for  payment  of  benefits  under the  Plan.  Such
hardship  distributions  may be  made  on  account  of an  immediate  and  heavy
financial need of the Participant for:

                  (a) Medical care as  described in Code Section  213(d) for the
         Participant,  the Participant's spouse or dependent (as defined in Code
         Section 152);

                  (b)  Educational  expenses,  such as the payment of tuition or
         related  educational  fees,  or room and  board  expenses  for the next
         twelve (12) months of postsecondary education for the Participant,  the
         Participant's spouse or dependent (as defined in Code Section 152);

                  (c) Costs  directly  related to the  purchase  of a  principal
         residence for the employee (excluding mortgage payments);

                  (d)  Payments   necessary  to  prevent  the  eviction  of  the
         Participant from his principal residence or foreclosure of the mortgage
         on that residence;

                  (e) Payments for funeral expenses not covered by insurance for
         a member of the immediate family of the Participant; and

                  (f) Payments to cover the immediate  expenses  resulting  from
         the divorce of the Participant.

         The  amount  of  such  distribution  shall  be  limited  to the  amount
reasonably necessary to meet the Participant's requirements during the financial
hardship. A distribution is not treated as necessary to satisfy an immediate and
heavy financial need of an employee to the extent the amount of the distribution
is in excess of the amount  required  to relieve  the  financial  need or to the
extent  the  need may be  satisfied  from  other  sources  that  are  reasonably
available to the Participant, including all nontaxable loans currently available
under all plans maintained by the Bank. This Committee's determination regarding
the  Hardship  Distribution  is to be made on the  basis  of all the  facts  and
circumstances  and based upon the  evidence  provided  to the  Committee  by the
Participant and the Bank, including receipts, invoices,  foreclosure notices, or
the like,  and  including  information  that may be available to the Bank or the
Committee  on  other  distributions  available  to  the  Participant,  including
nontaxable loans available under all plans maintained by the Bank.




                 Page 8 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


         A Participant  who requests and is granted a Hardship  Withdrawal  will
forfeit a portion of his  Account  balance  under this Plan equal to ten percent
(10%)  of the  amount  requested  and  received  as a  Hardship  Withdrawal.  No
Participant shall be entitled to more than one (1) Hardship  Withdrawal from the
Plan. A Participant's  Hardship Withdrawal,  and any forfeiture related thereto,
shall first be made from amounts attributable to the Participant's account other
than Common Stock.


                      ARTICLE VII--ACCELERATED DISTRIBUTION

7.1      Distribution Upon Request

         After a Participant has retired,  notwithstanding previous distribution
elections to the  contrary,  a  Participant  shall be entitled to receive,  upon
written  request  to the  Committee,  a lump sum  distribution  equal to  ninety
percent (90%) of his Account balance as of the  Determination  Date  immediately
preceding  the date on which the  Committee  receives the written  request.  The
remaining  balance  shall be forfeited by the  Participant.  The amount  payable
under this Section  shall be paid in a lump sum payment  within ninety (90) days
following the receipt of the notice by the Committee from the Participant.

7.2      Distribution Upon Change in Control

         Upon a Change in Control,  all  Participants  shall have their  account
balances  paid to them in a lump sum  within  thirty  (30) days of the Change in
Control.

7.3      Distribution Upon Disability

         Participants  who terminate  employment  due to  Disability  shall have
their Deferred  Amounts (plus any appreciated  value) paid to them in a lump sum
as soon as practicable after the Participants' termination due to Disability.


                         ARTICLE VIII--CLAIMS PROCEDURES

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 reasons 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.




                 Page 9 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


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

8.3      Review of Claim

         Any person  whose claim to 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
reasons and the relevant Plan provisions. All decisions on review shall be final
and bind all parties concerned.


                           ARTICLE IX--ADMINISTRATION

9.1      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.

9.2      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.

9.3      Binding Effect of Decisions

         The  decision  or action of the  Committee  in respect to 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,  conclusive  and binding upon all persons having any interest in
the Plan.

9.4      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 10 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>



                  ARTICLE X--AMENDMENT AND TERMINATION OF PLAN

10.1     Amendment

         The Board may at any time amend the Plan in whole or in part, provided,
however, that no amendment shall be effective to decrease or restrict the amount
accrued to the date of Amendment in any Account maintained under the Plan.

10.2     Employer's Right to Terminate

         The Board may at any time  partially or  completely  terminate the Plan
if, in its judgment, the tax, accounting, or other effects of the continuance of
the Plan, or potential payments  thereunder,  would not be in the best interests
of the Employer.

               (a) Partial  Termination.  The Board may partially  terminate the
         Plan by instructing the Committee not to accept any additional Deferral
         Commitments. In the event of such a Partial Termination, the Plan shall
         continue  to  operate  and  be   effective   with  regard  to  Deferral
         Commitments  entered into prior to the  effective  date of such Partial
         Termination.

               (b) Complete Termination.  The Board may completely terminate the
         Plan by instructing the Committee not to accept any additional Deferral
         Commitments,  and by terminating all ongoing Deferral  Commitments.  In
         the event of Complete Termination,  the Plan shall cease to operate and
         the Employer shall pay out to each Participant their Account as if that
         Participant  had  terminated  service as of the  effective  date of the
         Complete   Termination.   Payments   shall  be  made  in  equal  annual
         installments  over  the  period  listed  below,  based  on the  Account
         balance:


         Appropriate Account Balance                        Payout Period
         ---------------------------------------------------------------------

         Less than $75,000                                     1 Year
         $75,000 but less than $250,000                        3 Years
         More than $250,000                                    5 Years
         =====================================================================


                            ARTICLE XI--MISCELLANEOUS

11.1     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.  This Plan is not intended to create an investment
contract,  but to provide tax planning  opportunities and retirement benefits to
eligible  individuals  who have  elected to  participate  in the Plan.  Eligible
individuals  are select  members of management  who, by virtue of their position
with the Bank,  are uniquely  informed as to the Bank's  operations and have the
ability to materially affect the Bank's profitability and operations.

11.2     Unsecured General Creditor

         A Participant  and his  Beneficiary,  heir,  successor and assign shall
have no legal or equitable rights,  interest or claims in any property or assets
of the Bank, nor shall they be Beneficiaries  of, or have any rights,  claims or
interests  in any  investment  made by the Bank  with  assets it  designates  as
attributable  to the Plan.  Such  assets of the Bank 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 the Bank under this Plan. Any and all of the Bank's assets shall
be, and remain,  the general,  unpledged,  unrestricted  assets of the Bank. The
Bank's  obligation  under the Plan shall be that of an  unfunded  and  unsecured
promise of the Bank to pay money in the future.



                 Page 11 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


11.3     Trust Fund

         The Bank shall be responsible for the payment of all benefits  provided
under  the  Plan.  At its  discretion,  the Bank 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 Bank's
creditors.  To the extent any benefits provided under the Plan are actually paid
from any such  trust,  the Bank 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 Bank.

11.4     Nonassignability

         Neither a  Participant  nor any other  person  shall  have any right to
commute,  sell,  assign,  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.

11.5     Not a Contract of Employment

         The terms and conditions of this Plan shall not be deemed to constitute
a  contract  of  employment  between  the  Bank  and  the  Participant,  and the
Participant (or his Beneficiary) shall have no rights against the Bank except as
may otherwise be 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 Bank or to interfere  with the right of the Bank to  discipline or discharge
him at any time.

11.6     Withholding

         Any  withholding  of taxes or other  amounts  with  respect to deferred
Compensation which is required by state,  federal or local law shall be withheld
from the Participant's nondeferred Award with any excess being withheld from the
Participant's Salary.

11.7     Governing Law

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

11.8     Successors

         The  provisions of this Plan shall bind and inure to the benefit of the
Bank,  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 the Bank, and successors of any such corporation or other
business entity.



                 Page 12 NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>


         IN WITNESS WHEREOF,  the Bank has caused this amended and restated Plan
to be executed by its duly  authorized  officers  and the  corporate  seal to be
affixed and duly attested, as of the _____ day of ___________________, 1998.


ATTEST:                                FIDELITY FEDERAL SAVINGS BANK OF FLORIDA


                                   By:
---------------------------------      -----------------------------------------
Patricia C. Clager, Secretary          Vince A. Elhilow, President and Chief
                                       Executive Officer



[SEAL]





                 Page 13 NONQUALIFIED DEFERRED COMPENSATION PLAN