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Settlement Agreement And Release Dated As of July 21, 2006

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SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this " Agreement" ) dated as of July 21, 2006, is entered into by and between Plaintiff JAMES KEHOE and Plaintiffs TIMOTHY NEILSEN and TIMOTHY G. MARTIN (the " Named Plaintiffs" ), individually and as representatives of the " Plaintiff Class" (as defined herein), and FIDELITY FEDERAL BANK & TRUST (the " Bank" ), subject to approval by the Court (as defined herein). The Named Plaintiffs, the Bank and the Plaintiff Class are collectively referred to as the " Parties."

RECITALS:

WHEREAS, the Named Plaintiffs filed actions which are currently pending in the United States District Court for the Southern District of Florida (the " Court" ), entitled Kehoe v. Fidelity Federal Bank and Trust , Case No. 03-80593-CIV-HURLEY/LYNCH (S.D. Fla.), and Nielsen v. Fidelity Federal Bank and Trust , Case No. 06-80557-CIV-HURLEY/HOPKINS (S.D. Fla.) (collectively, the " Litigation" ).

WHEREAS, the Named Plaintiffs have asserted claims for violations of the Driver' s Privacy Protection Act (" DPPA" ), 18 U.S.C. a7a7 2721-2725, seeking damages and injunctive relief, on their own behalf and on behalf of a class of persons similarly situated, as a result of the Bank' s allegedly obtaining, disclosing, or using for unauthorized purposes certain personal information of the Plaintiff Class contained in their motor vehicle driving records maintained with the State of Florida Department of Highway Safety and Motor Vehicles.

WHEREAS, Counsel for the Named Plaintiffs and the Plaintiff Class (" Plaintiffs' Counsel" ) have conducted a thorough investigation of the facts relating to the claims alleged and the underlying events and transactions in the Litigation, including reviewing documents through class certification discovery and taking discovery, including both written discovery and depositions. Plaintiffs' Counsel has also made a thorough study of the legal principles applicable to the claims asserted against the Bank.

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WHEREAS, Plaintiffs' Counsel and the Bank' s Counsel (as defined herein) have engaged in extensive arm' s length negotiations concerning the settlement of the claims asserted in the Litigation.

WHEREAS, the Named Plaintiffs and Plaintiffs' Counsel have concluded, based upon the aforementioned investigation, study, negotiations and discovery taken, and taking into account the sharply contested issues involved, the expense and time necessary to prosecute the Litigation through trial and additional appeals, the risks and costs of further prosecution of the Litigation, the uncertainties of complex litigation, and the substantial benefits to be received pursuant to this Agreement, that a settlement with the Bank on the terms set forth herein is fair, just, equitable, reasonable, adequate and in the best interests of the Named Plaintiffs and the Plaintiff Class. The Named Plaintiffs and Plaintiffs' Counsel have thus agreed to settle this Litigation with the Bank on the terms set forth herein.

WHEREAS, the Bank' s parent, Fidelity Bankshares, Inc., has negotiated to be acquired by National City Corporation, and this settlement is contingent on the successful completion of that acquisition.

WHEREAS, the Bank denies each of the claims asserted against it in the Litigation and denies any and all liability. The Bank nevertheless desires to settle the Litigation and the claims asserted in the Litigation, on the terms and conditions set forth herein, for the purpose of avoiding the burden, expense, and uncertainty of continuing litigation, and for the purpose of putting to rest the controversies engendered by the Litigation.


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AGREEMENT:

NOW THEREFORE, intending to be legally bound and acknowledging the sufficiency of the consideration and undertakings set forth below, the Parties agree, subject to the approval of the Court, and the provisions contained herein, that the Litigation and the Settled Claims against the Released Persons (all as defined herein) are finally and fully compromised and settled and the Litigation shall be dismissed with prejudice as follows: Section 1. Denial of Liability; No Admissions

The Parties enter into this Agreement to resolve the dispute that has arisen among them and to avoid the burden, expense, and risk of litigation. In entering into this Agreement, the Bank does not admit, and specifically denies, that it has breached any contract, violated or breached any duty, or engaged in fraud, misrepresentation, or deception, or violated any federal, state, or local law, any regulations or guidelines promulgated pursuant to those laws, or any other applicable laws, regulations, guidelines, or any other legal requirements. Neither this Agreement, nor any of its terms or provisions, nor any of the negotiations connected therewith or relating thereto, shall be construed as an admission or concession by the Bank of any such violations or failures to comply with any applicable law, regulation, guideline or any other legal requirements. Except as necessary in a proceeding to enforce the terms of this Agreement, this Agreement and its terms and provisions shall not be offered or received as evidence in any action or proceeding to establish any liability or admission on the part of the Bank or to establish the existence of any condition constituting a violation of or non-compliance with any applicable law, regulation, guideline or any other legal requirements.


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Section 2. Definitions As used in this Agreement, the following terms shall be defined as set forth below: 2.0 Administrative Expenses . " Administrative Expenses" shall mean any and all costs of administering this settlement, including, but not limited to, amounts paid to the Settlement Administrator, costs of printing, mailing, and publishing notice to the Class Members.

2.1 Bank' s Counsel . " Bank' s Counsel" shall mean L. Louis Mrachek, Esq., Page, Mrachek, Fitzgerald & Rose, P.A., and the attorneys practicing law therein.

2.2 Class Action Complaints . " Class Action Complaints" means the complaints filed in the Litigation by Named Plaintiffs as named representatives on behalf of themselves individually and a plaintiff class on or about July 1, 2003 and June 9, 2006.

2.3 Claimant . " Claimant" shall mean any Class Member who completes, signs and submits a Claim Form. 2.4 Claim Form . " Claim Form" means the Claim Form substantially in the form attached hereto as Exhibit B and made a part hereof. 2.5 Class Member . " Class Member" shall mean any member of the Plaintiff Class (as defined herein). 2.6 Class Notice . " Class Notice" shall mean the Notice of Class Action Settlement substantially in the form attached hereto as Exhibit A and made a part hereof.

2.7 [Reserved]

2.8 Deadline . " Deadline" shall mean the date set forth in the Class Notice by which a Claim Form must be postmarked to be considered timely, which shall be no later than 90 days after the Claim Form is mailed to the potential Class Members by the Settlement Administrator.


4 2.9 DHSMV . " DHSMV" shall mean the State of Florida Department of Highway Safety and Motor Vehicles. 2.10 Effective Date . The " Effective Date" of this Agreement shall mean the date upon which all of the conditions set forth in Section 13 have been satisfied; provided , however , that the Bank has not exercised its right of rescission under Section 10(b).

2.11 Final Order and Judgment . " Final Order and Judgment" shall mean an Order of Court and Judgment finally approving this Agreement and the settlement provided herein, under Rule 23 of the Federal Rules of Civil Procedure, substantially in the form attached hereto as Exhibit C and made a part hereof.

2.12 Plaintiff Class . The " Plaintiff Class" shall have the meaning set forth in Section 3 hereof. 2.13 Plaintiffs' Counsel . " Plaintiffs' Counsel" means, collectively, Roger Slade, Esq., Pathman Lewis LLP and the attorneys practicing law therein; Paul J. Geller, Esq., Lerach Coughlin Stoia Geller Rudman & Robbins LLP and the attorneys practicing law therein; Tod Aronovitz, Esq., Aronovitz Trial Lawyers and the attorneys practicing law therein; and John A. Yanchunis, Esq., James Hoyer Newcomer & Smiljanich, P.A. and the attorneys practicing law therein.

2.14 Preliminary Approval Order . " Preliminary Approval Order" shall mean an Order of Court preliminarily or conditionally approving this Agreement and the settlement provided herein, under Rule 23 of the Federal Rules of Civil Procedure, substantially in the form attached hereto as Exhibit D and made a part hereof.


5 2.15 Released Persons . " Released Persons" shall mean the Bank and all of its affiliated, subsidiary, and parent companies (and any other subsidiaries thereof), and any other entity or person controlling, or controlled by, such an entity, doing business in their own names, and doing business under any other names, and each of their respective officers, directors, partners, insurers, employees, associates, trustees, agents, contractors (including, inter alia , The Bureau, Inc.), accountants, attorneys (including any consultants hired by counsel), predecessors, successors, and assigns. 2.16 Settled Claims . " Settled Claims" means and includes any and all claims, demands, actions, causes of action, rights, offsets, suits, damages, liquidated damages, punitive damages, lawsuits, liens, losses or liabilities of any kind whatsoever, in law or in equity, including monetary, injunctive or declaratory relief, whether known or unknown, alleged or not alleged in the Litigation, suspected or unsuspected, contingent or vested, accrued or not accrued, liquidated or unliquidated, matured or unmatured, which the Named Plaintiffs or any member of the Plaintiff Class has had, now has, or may have in the future which were or could have been raised in the Litigation or arising out of or relating in any way to the data the DHSMV provided to the Bank between May 1, 2000 and September 30, 2003, including but not limited to, any and all claims for alleged obtainment, use, representation, misrepresentation, disclosure, incorrect disclosure, failure to disclose, acts (legal or illegal), omission, failure to act with due care, deception, act of unconscionability, act of illegality, unfair business practices, breach of contract, unfulfilled promise, breach of warranty or fiduciary duty, conspiracy, or violation of any consumer protection statute, any applicable state unfair trade practice statute, any applicable federal, state or local privacy law (including without limitation the DPPA) or any other body of case or statutory or


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common law, federal or state, arising out of or relating in any way to the Class Action Complaints or the facts and circumstances giving rise thereto, including all claims for general, compensatory, actual, special, liquidated, indirect, incidental, consequential or punitive damages, as well as any and all penalties, attorneys' fees, interest and costs of suit.

2.17 Settlement Administrator . " Settlement Administrator" means RSM McGladery or such other settlement administrator designated by the Bank and approved by Named Plaintiffs, such approval not to be unreasonably withheld, delayed or conditioned.

2.18 Timely and Documented Claim . " Timely and Documented Claim" shall mean a Claim Form submitted by a Class Member (i) signed and submitted under penalty of perjury; (ii) providing all requested information; and (iii) that is received by the Settlement Administrator with a postmark of on or before the Deadline. Section 3. Certification Of Plaintiff Class

For settlement purposes only upon the express terms and conditions set forth in this Agreement, the Parties agree that a class may be certified in this Litigation as provided in this Section 3. The Parties will jointly request that the Court certify a class (referred to herein as the " Plaintiff Class" ) defined as follows:

a. All natural persons who meet all of the following criteria:

(i) whose personal information was provided by the DHSMV to the Bank in between May 1, 2000 and September 30, 2003; (ii) who are not and have not been employed by the Bank or any of its subsidiaries, parents (or their subsidiaries) or affiliates at any time since May 1, 2000; and


7 (iii) who are not members of the federal judiciary or within the third degree of relationship to a member of the federal judiciary, or the spouses of such persons.

b. If this Agreement is not approved by the Court pursuant to the Final Order and Judgment, this Agreement, the conditional class certification provided herein, the settlement provided herein (including any modifications made with the consent of the Parties), and any action taken or to be taken in connection therewith shall be terminated and shall become null and void and have no further force or effect, the Preliminary Approval Order shall be vacated without prejudice to the right of any of the Parties to seek or oppose the certification of a plaintiff class (including by way of objection to the definition and members of said class), the Parties shall be restored to their respective positions existing prior to the execution of this Agreement, and the Parties' rights and obligations with respect to the use of this Agreement and the settlement contemplated hereby will be subject to Section 19(n) hereof.

Section 4. Settlement Consideration to Plaintiff Class; Administration of Settlement

a. Subject to Section 4(b) hereof, each Claimant who submits a Timely and Documented Claim under this Agreement (and who has not timely opted out as provided in Section 10(a) hereof) (" Responding Person" ), and who is confirmed by the Settlement Administrator to be a Class Member, shall receive a single payment of not more than $160, regardless of the number of times that a Class Member may have appeared within the data received by the Bank from the DHSMV between May 1, 2000 and September 30, 2003. b. In no event shall the Bank be required to pay more than Fifty Million U.S. Dollars ($50,000,000.00) (the " Maximum Amount" ) in the aggregate in respect of the sum of (1) all amounts paid to Claimants under Section 4(a) hereof, (2) all amounts paid to the Named Plaintiffs under Section 6(b) hereof, (3) all Administrative Expenses necessary to implement this agreement, and (4) the Maximum Attorneys' Fees (as defined at Section 6(a) herein). In the


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event that the Settlement Administrator determines that the aggregate amount proposed to be received by all Claimants under Sections 4(a) plus the amounts paid to the Named Plaintiffs under Section 6(b), the Administrative Expenses, and the Maximum Attorneys' Fees would exceed the Maximum Amount, then each Claimant shall not receive $160 and shall instead receive an amount equal to his or her pro rata share (based on the number of Claimants who have submitted Timely and Documented Claims) of the following difference: the Maximum Amount less the amounts paid under Section 6(b), all Administrative Expenses, and the Maximum Attorneys' Fees.

c. The Settlement Administrator shall be responsible for administering the settlement provided in this Agreement and for giving individual notice to all potential members of the Plaintiff Class as required by Section 15. The cost for the Bank to retain the Settlement Administrator to perform all tasks assigned to it under the terms of this Agreement shall be included under the Administrative Expenses defined in Section 2.0 hereof.

d. The settlement compensation set forth in Section 4(a) will be distributed by the Settlement Administrator within ninety (90) days after the Effective Date (as defined in Section 13). Such deadline for distributing the settlement compensation shall be referred to as the " Payment Deadline ."

e. Any Class Member who does not submit a Timely and Documented Claim shall not be entitled to the compensation identified in Section 4(a) and, notwithstanding the release and dismissal of Settled Claims, the Bank shall not be required to make any payment to any Class Member who does not return a Timely and Documented Claim.

f. [Reserved]

g. Plaintiffs' Counsel or the Bank, at their own expense, shall have the right to verify the accuracy of any determination made by the Settlement Administrator as to the eligibility of a

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particular Responding Person to compensation hereunder and/or the amount of that compensation. The right to verify the accuracy of any determination made by the Settlement Administrator as to the eligibility of a particular Responding Person to compensation and the amount of that payment shall terminate on the fifth business day prior to the Payment Deadline. If the Bank determines that a submitted Claim Form is inaccurate, it will so advise the Settlement Administrator and Plaintiffs' Counsel in writing, and the Settlement Administrator shall not pay the applicable Responding Person at that point in time and shall follow the procedure set forth in Section 4(h) below.

h. The Settlement Administrator shall disallow any Claim Form that is not completed in full or signed by the Claimant. Further, the Settlement Administrator shall disallow any Claim Form if the Claimant is not listed on the data provided by Plaintiffs' Counsel to the Settlement Administrator. If any Claim Form submitted by a Responding Person is disallowed in whole or in part for failure to satisfy the requirements enumerated herein or in the Claim Form or because the Bank has advised the Settlement Administrator that such Claim Form is inaccurate, or because the Claimant is not listed on the data provided by Plaintiffs' Counsel to the Settlement Administrator, the Settlement Administrator shall request the Responding Person to cure such defects in the Claim Form or to submit such supporting documents as may be necessary to verify the accuracy and completeness of the claim by such Responding Person (" Request to Cure" ). The Settlement Administrator shall mail all Requests to Cure at least sixty (60) days prior to the Payment Deadline. A Responding Person shall have thirty (30) days after mailing of such Request to Cure to respond to the Request to Cure or to explain why substantial compliance with the Request to Cure cannot be made. Any such response must actually be received by the Settlement Administrator within such thirty (30) day period. Failure to respond to such Request to Cure within thirty (30) days of mailing shall constitute consent on the part of such Responding Person to disallowance of the claim or to such part of the claim to which the Request to Cure relates. If after receipt of a Responding Person' s response to a Request to Cure,


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the Settlement Administr
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