Filed by Fidelity Bankshares, Inc.
pursuant to Rule 425
under the Securities Act
of 1933 and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company: Fidelity Bankshares, Inc.
Commission File Number: 000-29040
Manager Talking Points: Merger Announcement
o I'm here to talk with you about some important news that affects all of us
at Fidelity Bankshares and Fidelity Federal.
o This morning our company announced plans for Fidelity Bankshares to merge
with National City Corporation, headquartered in Cleveland, Ohio. National
City has assets of more than $141 billion, is among the largest banks in
the country and has been in existence for more than 160 years.
o In the increasingly competitive banking environment, our directors and
senior management believe this decision is in the best long-term interests
of our investors, customers, employees and communities.
o Our company has a long history of providing superior service to our
customers, and to helping our communities grow and thrive. As competition
in the banking industry intensifies, joining National City will better
position us to achieve those goals, while upholding our local
decision-making and customer- and community-driven culture.
o National City is no stranger to the Florida market and is committed to
expanding its presence. They have conducted business in the state for many
years, primarily in residential and commercial real estate lending,
commercial finance and personal wealth management.
<page>
o And, as you may know, earlier this month the company announced plans to
acquire Harbor Florida Bancshares, the holding company for Harbor Federal
Savings Bank, headquartered in Fort Pierce.
o We view this announcement as a demonstration of their commitment to growth
in this market, and we are excited about the opportunities to expand our
market share.
o National City currently operates more than 1,200 branches, primarily in
seven states - Ohio, Illinois, Indiana, Kentucky, Michigan, Missouri and
Pennsylvania - and also serves customers in selected markets nationally.
Its core businesses include commercial and retail banking, mortgage
financing and servicing, consumer finance and asset management.
o Like Fidelity, National City is squarely focused on its commitment to its
customers and communities. That's critical to all of us here at Fidelity,
where we're proud to be part of the fabric of our community.
o That won't change, and in fact, by partnering with National City, we
believe we can have an even greater impact on the success of our customers
and communities.
o Your management team believes we have a great future ahead of us as part of
such a fine organization as National City. But we also realize that this
announcement raises a lot of questions and concerns.
o I'm sure the most important question on your minds right now is "What does
this mean to me and my job?"
2
<Page>
o Keep in mind that National City intends to merge with Fidelity Federal
because of the tremendous growth opportunities that will result. The
company is committed to growing and expanding our customer base and
franchise, and to do so effectively, they will need a talented, dedicated
and driven work force. As a result, long term, we actually expect expanded
opportunities for employees and ultimately, for employment opportunities to
grow.
o There is the potential for some job impacts, most likely in certain back
office functions. National City does not intend to close any branches,
rather, the company will focus on expanding our existing network.
o For those who might be affected, National City, like Fidelity, is a caring
and compassionate employer committed to providing resources and support to
help employees affected by any change.
o Again, however, National City will focus on growing our business, including
continuing to expand our branch network. Ultimately, there will be enhanced
employment opportunities.
o The merger is subject to regulatory and shareholder approval, then a
transition timetable has to be established. At this point, we anticipate
that the transaction will close first quarter of 2007.
3
<Page>
o Our leadership and National City are absolutely committed to keeping
employees informed as the merger process proceeds. National City has
completed a number of mergers in recent years, and a top priority is
communication with employees.
o In conjunction with today's announcement, National City has asked us to
share a brief overview of the company with you. Along with the information
about National City, we're also providing you with a letter from Mr.
Elhilow, a copy of today's news release and some frequently asked
questions. I encourage you to read this material to learn more about the
merger process.
o In the very near future, we'll be working with National City to establish
ongoing communication about the merger. This will include providing more
information about National City, as well as issues such as the conversion
process, job impact, benefits and so forth.
o I especially want to stress the importance of continuing to provide
outstanding service to our customers during this transition period. We want
them to know that they can continue to expect the same high level of
service that they've always received from Fidelity Federal - and that in
the future they will enjoy added benefits, such as enhanced products and
services, when we become part of National City.
o Many of your customers, friends, relatives and neighbors will probably be
asking questions about the merger announcement. Please feel free to share
the facts of today's announcement, but also let them know it's too early in
the process to have a lot of details. Please refer the Q&A document for
some suggested ways to respond to customer questions.
4
<page>
o That's all the information I have to share with you now, but I especially
want to thank each and every one of you for helping make our company what
it is today. It's because of your efforts that we are in a position to move
to the next level.
o Yes, there are a lot of questions, and change creates uncertainty. But this
really is an exciting time for us, and I appreciate the commitment and
support from everyone on our team. Now let's talk about what's on your
mind.
Questions/discussion
In connection with the proposed transaction, a registration statement on Form
S-4 will be filed with the United States Securities and Exchange Commission
(SEC). Stockholders are encouraged to read the registration statement, including
the final proxy statement/prospectus that will be a part of the registration
statement, because it will contain important information about the proposed
transaction. Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
National City Corporation and Fidelity Bankshares, Inc., without charge, at the
SEC's Web site, http://www.sec.gov, and the companies' respective Web sites,
www.nationalcity.com and www.fidelityfederal.com. Copies of the proxy
statement/prospectus and the SEC filings that will be incorporated by reference
in the proxy statement/prospectus can also be obtained, without charge, by
directing a request to National City Corporation at 1900 East Ninth Street,
Locator 2229, Cleveland, OH 44114 Attention: Investor Relations, 1-800-622-4204,
or to Fidelity Bankshares at 205 Datura Street, West Palm Beach, Florida 33401,
Attention: Investor Relations, 561-803-9980.
The respective directors and executive officers of National City and Fidelity
Bankshares and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
regarding National City's directors and executive officers is available in its
proxy statement filed with the SEC on March 8, 2006, and information regarding
Fidelity Bankshares directors and executive officers is available in its proxy
statement filed with the SEC on March 24, 2006. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
joint proxy statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
5
<Page>
This document contains forward-looking statements. Forward-looking statements
provide current expectations or forecasts of future events and are not
guarantees of future performance, nor should they be relied upon as representing
management's views as of any subsequent date. The forward-looking statements are
based on management's expectations and are subject to a number of risks and
uncertainties. Although management believes that the expectations reflected in
such forward-looking statements are reasonable, actual results may differ
materially from those expressed or implied in such statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the merger on the proposed terms and schedule; the
failure of Fidelity Bankshares' stockholders to approve the merger; the risk
that the businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the merger may not be fully realized or may
take longer to realize than expected; disruption from the merger making it more
difficult to maintain relationships with clients, employees or suppliers;
increased competition and its effect on pricing, spending, third-party
relationships and revenues; the risk of new and changing regulation in the U.S.
and internationally. Additional factors that could cause National City's and
Fidelity Bankshares' results to differ materially from those described in the
forward-looking statements can be found in the 2006 Quarterly Reports on Form
10-Q, as they are filed, and the 2005 Annual Report on Form 10-K of National
City and Fidelity Bankshares filed with the SEC. Copies of these filings are
available at no cost on the SEC's Web site, www.sec.gov, and on the companies'
respective Web sites, www.nationalcity.com and www.fidelityfederal.com.
Management may elect to update forward-looking statements at some future point;
however, it specifically disclaims any obligation to do so.
6