FIDELITY SOUTHERN CORPORATION

                                  FIDELITY BANK

                              EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 19th day

of January, 2006, by and among FIDELITY SOUTHERN CORPORATION ("Fidelity"), a

Georgia Corporation, FIDELITY BANK (the "Bank"), a Georgia banking corporation,

and JAMES B. MILLER, JR. ("Miller"). The Employment Agreement among Fidelity,

the Bank and Miller dated March 17, 2005 (the "2005 Agreement") is hereby

terminated and replaced by this Agreement effective as of January 1, 2006;

provided, however, that Miller shall retain all rights to any incentive

compensation payable under the 2005 Agreement which was earned and payable as of

the date hereof.



      WHEREAS, Miller is the Chairman, Chief Executive Officer and President of

Fidelity and Chairman and Chief Executive Officer of the Bank;



      WHEREAS, Fidelity and the Bank agree to continue to employ Miller as Chief

Executive Officer, subject to his election, to provide the services set forth

herein; and



      WHEREAS, Miller agrees to accept such employment and to continue to

provide such services in accordance with the terms and conditions of this

Agreement;



      NOW, THEREFORE, in consideration of the mutual promises herein made and of

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties agree as follows:



      1. EMPLOYMENT/DUTIES.



            (a) Fidelity shall employ Miller as the President and Chief

Executive Officer and the Bank shall employ Miller as Chief Executive Officer

during the term of his employment as set forth in this Agreement and Miller

hereby accepts such employment. Miller also agrees to serve as the Chairman of

the Board of Directors of Fidelity (the "Board") and of the Bank upon his

election to such positions.



            (b) Miller shall be the senior executive officer of Fidelity and

shall be responsible for the day-to-day operations of the business of Fidelity

and shall have such authority consistent with such positions and necessary for

the conduct of such business under the general direction of the Board of

Directors of Fidelity.



            (c) Miller agrees that he will at all times and to the best of his

ability and experience faithfully perform all of the duties that may be required

of him pursuant to the terms of this Agreement and shall comply with all

policies and procedures adopted by the Board of Directors or any committee

thereof. Miller shall devote his full business time to the performance of his

obligations hereunder.



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            (d) The term of employment of Miller shall be for a term of three

(3) years, commencing as of January 1, 2005, and may be extended upon written

agreement of the parties.



            (e) Miller shall be prohibited from serving as a director of other

businesses and as a member of any committee of the board(s) of directors thereof

unless the Board formally has approved such service before Miller becomes any

such director or member of any committee of such board(s) of directors.



      2. COMPENSATION.



            (a) Base Salary. During the term of the employment of Miller

hereunder, Fidelity and the Bank will pay to Miller an aggregate base salary

("Base Salary") at the rate of $500,000 per year, payable in arrears in equal

semi-monthly payments, subject to applicable withholdings and deductions. In the

event of the disability of Miller, to the extent payments are received by him

under any employer sponsored disability program and/or under any disability

policy the premiums of which are paid by Fidelity or the Bank, the payments

hereunder are to be reduced by an amount equal to any such disability payments

that are intended to replace all or a portion of any compensation Miller loses

due to such disability.



            (b) Incentive Compensation. Fidelity and the Bank shall pay to

Miller the incentive compensation ("Incentive Compensation") determined as set

forth in Attachment A hereto. Miller shall be eligible to participate in

incentive plans and programs hereafter adopted as determined by the Board or the

Compensation Committee of the Board.



            (c) Employee Benefit Programs. Miller shall be eligible to

participate in all employee benefit programs, including medical, dental and

hospitalization programs, now or hereafter made available by Fidelity to its

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