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 H. PALMER PROCTOR, JR. ("Proctor"). The Employment Agreement among Fidelity,

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

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

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

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

the date hereof.



     WHEREAS, Proctor is the Vice President of Fidelity and President of the

Bank;



     WHEREAS, Fidelity and the Bank agree to continue to employ Proctor as Vice

President of Fidelity and as President of the Bank, to provide the services set

forth herein; and



     WHEREAS, Proctor 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 continue to employ Proctor as Vice President and

the Bank shall continue to employ Proctor as President during the term of his

employment as set forth in this Agreement and Proctor hereby accepts such

employment. Proctor also agrees to continue serving as a member of the Boards of

Directors of Fidelity (the "Board") and of the Bank.



          (b) Proctor shall be the President of the Bank and shall be

responsible for the day-to-day operations of the business of the Bank and shall

have such authority consistent with such position and necessary for the conduct

of such business under the general direction of the Chief Executive Officer and

the Board of Directors of the Bank.



          (c) Proctor 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. Proctor shall devote his full business time to the performance of his

obligations hereunder.



          (d) The term of employment of Proctor shall be for a term of two (2)

years, commencing as of January 1, 2006, and may be extended upon written

agreement of the parties.



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          (e) Proctor 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 Proctor 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 Proctor

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

("Base Salary") at the rate of $300,000 per year, payable in arrears in equal

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

event of the disability of Proctor, 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 Proctor loses

due to such disability.



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

the incentive compensation ("Incentive Compensation") determined as set forth in

Attachment A hereto. Proctor 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. Proctor 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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