FIDELITY SOUTHERN CORPORATION

                                 FIDELITY BANK

                              EMPLOYMENT AGREEMENT





         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 18th

day of December, 2003, by and among FIDELITY SOUTHERN CORPORATION ("Fidelity"),

a Georgia Corporation, FIDELITY BANK ("Bank"), a Georgia corporation, and JAMES

B. MILLER, JR. ("Miller").



         WHEREAS, Miller is the Chairman and Chief Executive Officer of

Fidelity and Chairman of the Bank;



         WHEREAS, Fidelity agrees to continue to employ Miller as its Chief

Executive Officer and as the Chairman of the Bank, 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 of Fidelity 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 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 ("Board").



                  (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 an

initial term of three (3) years and may be extended upon written agreement of

the parties.



                  (e)      Employment hereunder shall commence on January 1,

2004.



                  (f)      This Agreement shall not prohibit Miller from

serving as a director of other businesses and as a member of any committee of

the board of directors thereof.



         2.       COMPENSATION.



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

Miller hereunder, Fidelity and Bank will pay to Miller 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 Miller, to the extent payments are received by

him under any employer sponsored disability program and/or under any policy the

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

be reduced by an amount equal to such disability payments.



                  (b)      Incentive Compensation. Fidelity and 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 and

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

employees and/or executives, subject to terms and conditions of such programs,

including eligibility. It is understood that Fidelity reserves the right to

modify and rescind any program or adopt new programs in its sole discretion.



                  (d)      Life Insurance for Fidelity. Fidelity may, in its

sole discretion, maintain key man life insurance on the life of Miller and

designate Fidelity as the beneficiary. Miller agrees to execute any documents

necessary to effect the issuance of such policy. Miller hereby acknowledges

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