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

TRANSITION NEWS
- ---------------

News about the Fidelity Federal/National City Merger
August 31, 2006


Integration  Process  Under  Way
- -----------------------------
In the weeks  following  the  announcement  of our  merger  with  National  City
Corporation,  tremendous  progress  has been made in mapping out how things will
work after the transaction closes.

"As our work together has  progressed,  I continue to be very impressed with the
commitment  of National  City to ensure this merger goes as well as possible for
our customers, employees and communities," said Vince Elhilow. "We're determined
to  successfully  integrate our people,  products,  systems and operations  with
National City in a thoughtful, timely and deliberate fashion."

To manage this process,  integration  representatives  from functional  areas at
Fidelity Federal will work with their  counterparts at National City. Bob Fugate
is serving as the Fidelity  Federal  integration  director and will work closely
with Vince and departmental representatives to manage the integration.

- -------------------------------------------------------------------------------
Integration Area                        Integration Leader
- -------------------------------------- ----------------------------------------
Program Office                          Dawn Myers
- -------------------------------------- ----------------------------------------
Bank Investments/ Funding               Bob Fugate
- -------------------------------------- ----------------------------------------
Community Development                   Ed Welch
- -------------------------------------- ----------------------------------------
Compliance                              Carol Stravers
- -------------------------------------- ----------------------------------------
Consumer & Commercial Ln Servicing      Janet Lapp
- -------------------------------------- ----------------------------------------
Consumer & Small Business               Michael Coady & Jay Shearouse
- -------------------------------------- ----------------------------------------
Corporate Audit                         John Hurley
- -------------------------------------- ----------------------------------------
Corporate Finance                       Brian Mahoney
- -------------------------------------- ----------------------------------------
Corporate Loan Review                   Janet Lapp
- -------------------------------------- ----------------------------------------
Corporate Real Estate                   Dan Turk
- -------------------------------------- ----------------------------------------
Corporate Security                      Andy Hoyt
- -------------------------------------- ----------------------------------------
Corporate Treasury                      Brian Mahoney
- -------------------------------------- ----------------------------------------
Deposit Ops & Item Processing           Ari Bodner
- -------------------------------------- ----------------------------------------
Employee Communications                 Shellie Schmidt
- -------------------------------------- ----------------------------------------
Human Resources                         Shellie Schmidt
- -------------------------------------- ----------------------------------------
Information Systems                     Anita Mixon
- -------------------------------------- ----------------------------------------
Legal                                   Ken Bonenberger
- -------------------------------------- ----------------------------------------
Marketing                               Dennis Casey
- -------------------------------------- ----------------------------------------
Media Relations                         Dennis Casey
- -------------------------------------- ----------------------------------------
Mortgage - Servicing & Origination      Ken Stone
- -------------------------------------- ----------------------------------------
Operational Risk Mgmt                   Saeed Hazari
- -------------------------------------- ----------------------------------------
Private Client Group                    Doug Brash
- -------------------------------------- ----------------------------------------
Wholesale Banking                       Jay Shearouse
- -------------------------------------- ----------------------------------------
FFBT Support                            Lisa Simpson
- -------------------------------------- ----------------------------------------
FFBT Support                            Joe Bova
- -------------------------------------------------------------------------------

                                                Fidelity Transition News, Page 1

If you have questions regarding the integration process, please work through Bob
or your departmental  integration leader. It's important that all aspects of the
integration are managed through the formal process,  in order to ensure a smooth
and orderly transition.


Getting to Know National City: Retail Branch Network
- ----------------------------------------------------
With 1,250 branches and 1,900 ATMs in seven states, National City operates one
of the largest branch networks in the nation. It's backed up by a nationally
rated online banking site and direct banking call centers.

[Map of Pro Forma branch network appears here]

The retail branch network is at the core of National City's strategy, and in the
past few years the corporation  has invested  heavily in improvements to service
quality,  technology,  products, talent, brand and marketing and acquisitions to
ensure the company creates sustainable revenue growth and efficiency.

In 2006, the goal is to grow households by 3.4%, expand  relationships by 4% and
grow deposits by 4.4%.

To accomplish this,  National City's branch network has established four driving
values: competitive spirit,  accountability,  speed and innovation. These values
provide a framework for  exercising  good judgment and  demonstrating  effective
behaviors.  It is with these values that National City will differentiate itself
in the market and stand out as the bank and investment center of choice.

National  City is in the  midst of a branch  expansion  campaign  in many of its
existing  markets  in an effort  to grow  revenues.  Revenue  growth is also the
reason that National City is acquiring Harbor and Fidelity.

According to Peter  Raskind,  National City vice  chairman,  Harbor and Fidelity
present an exciting  opportunity  for National City to build on both  impressive
branch networks with its full suite of products and services, including consumer
and small business lending and credit card.


What's On Your Mind
- -------------------

Other Human Resources Questions
Will there be a period where employees cannot take vacation?
During and shortly  following the  conversion,  it's important that we can serve
customers  at the  highest  level.  We  highly  recommend  that no one  schedule
vacation during or immediately  following the conversion if at all possible.  As
we get more  information  about the timeline of the conversion,  you should work
with your manager to discuss your situation, and before scheduling any vacation.

If an employee wants to relocate to another state / location, does National City
provide relocation assistance?
Relocation  assistance  is handled on a  case-by-case  basis,  depending  on the
position and other variables.

What will happen to our ESOP?
After transaction  close,  Fidelity will take all actions necessary to terminate
the Fidelity ESOP. This will include  applying to the IRS to terminate the ESOP.
Upon approval by the IRS, we will make distributions from the ESOP.

                                                Fidelity Transition News, Page 2

Will officer titles be changed as a result of the merger?
No. Fidelity employees will keep their current officer titles.

How is length of  service  calculated  and will I retain  my  service  date from
Fidelity?
At National City,  length of service is calculated  from the latest date of hire
in the Fidelity HR system in determining eligibility for vacation and severance.
As we provide  further  details  about  other  benefit  plans we will share more
information about eligibility for each plan.

How will PTO time be affected  by the  transaction?  What  happens to days in my
extended absence bank?
The HR integration teams are just beginning to discuss HR policies and programs,
and  have  not  made a  decision  about  how  programs  such as time  off may be
impacted.  We can  commit  to you that the PTO  policies  will  remain in effect
through the remainder of 2006.

I work in a branch,  and we were told that sales  employees  don't have to worry
about our jobs.  However,  if an existing  National  City  employee from another
market  requests to move to Florida in a branch  role,  would that  employee get
preference over me or any other Fidelity employee?
No, after the conversion, any National City employee interested in relocating to
Florida would be able to post only for open positions.

Miscellaneous Questions
Our office needs to be renovated/updated, will there be an assessment of the
interior/exterior conditions of each branch? National City will work with our
integration team to perform assessments on all branches, but there is no
indication at this time whether any changes or upgrades will be made, other than
for the new merchandising and signage.

What types of  training  are  offered  at  National  City?  Is it  Web-based  or
classroom  training?  What training  will we have leading up to the  conversion?
National City is committed to the  development  of its  employees.  For example,
National City offers more than 200 free  professional  development and technical
online  learning  courses  available  to  employees  24 x 7  from  any  Internet
connection.  Some training is classroom style,  such as branch manager training.
Each business  unit has specific  training  requirements  to advance job skills.
Other training  programs,  such as Bank Secrecy Act training,  are a requirement
for all employees.  They also provide several levels of manager  training,  from
front-line  management training,  to executive  development programs. Be sure to
talk with your manager about your specific training needs.

As we progress through the integration, employees will need to be trained on new
tasks, processes and procedures so that we are ready for the conversion to
National City. We will learn more about these various training requirements over
the next few months.

Severance Allowance/Retention Bonus
If I am offered a comparable  position with National City and turn it down, will
I still receive the 12-week retention bonus?  Fidelity  employees who stay until
their  designated  displacement  dates will receive the 12 week retention bonus.
Employees are not eligible for severance if they turn down a comparable position
with the bank.

If I am displaced,  and my anniversary date occurs before my displacement  date,
do I get credit for that  year?  Will it be  calculated  in my  severance?  Yes,
severance  weeks will be calculated  based on current years of service as of the
displacement date (last day scheduled to be at work).

                                                Fidelity Transition News, Page 3

If I am displaced  and find a different  position  with National City after some
period of time, do I retain my original hire date?
An employee is  "reinstated"  when an employee  leaves National City and returns
within 60 days. When an employee is reinstated, benefits eligibility and service
credit are calculated from the original hire date.

You mentioned a 12-week  retention  bonus to stay through the  conversion.  Will
that be  classified  under  "bonus" which is taxed more than our regular rate of
pay?
Retention  bonus payments are taxed at a supplemental  rate, so, yes, the tax is
higher.

Do the 401(k)  contributions  continue  during  the  severance  period  like the
insurance benefits do?
No, 401(k) contributions end as of the last day worked.

The  retention  bonus  is  paid  within  two pay  periods  of the  "last  day of
employment" -- is the "last day of employment"  considered the displacement date
or the last day of the severance period?
Retention  bonus  payments  will be paid  within two pay periods of the last day
worked, not the severance end date.

What is the  difference  between the retention  bonus and severance pay? Why are
there two separate programs?
The retention  bonus is designed to encourage  displaced  employees to stay with
Fidelity until their displacement dates. It is paid in a lump sum when the bonus
requirements are met.

Severance  pay is paid in salary  continuation  and is based on years of service
with the  organization.  The purpose of the severance plan is to provide pay and
health  benefits to help people make the transition  from current  employment to
future  employment,  retirement or whatever they choose to do. Severance pay and
benefits begin after an employee's displacement date when the employee returns a
signed  Release and Waiver  Agreement to Human  Resources.  Though  designed for
different  purposes,  the retention bonus,  severance  benefits and outplacement
services provide resources for displaced employees.

What will happen to employees' PTO time if their jobs are eliminated?
Fidelity  Federal policies will remain in place throughout 2006. We have not yet
identified how PTO will be impacted for 2007 and beyond.

- --------------------------------------------------------------------------------
Have a question? You can call the toll-free "What's on Your Mind" voicemail box
at 866/405-0846 and leave a message with your question or email your question to
CorpComm@NationalCity.com. We'll respond to questions of general interest in
future issues of Transition News.
- --------------------------------------------------------------------------------
                                                Fidelity Transition News, Page 4


- --------------------------------------------------------------------------------
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   01-2229,   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.

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.
- --------------------------------------------------------------------------------

                                                Fidelity Transition News, Page 5