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                                                                    Exhibit 10.4

                          FIDELITY SOUTHERN CORPORATION

                         EXECUTIVE CONTINUITY AGREEMENT

     This Executive Continuity Agreement (this "Agreement') is made as of
January 19, 2006, between Fidelity Southern Corporation ("Fidelity Southern")
and the Bank (together with Fidelity Southern collectively referred to as
"Fidelity") and H. Palmer Proctor, Jr. (the "Executive").

     The purpose of this Agreement is to encourage the Executive to continue
employment with Fidelity after a Change of Control of Fidelity Southern or the
Bank by providing reasonable employment security to the Executive and to
recognize the prior service of the Executive in the event of a Termination of
Employment under defined circumstances after any such Change of Control. This
Agreement supersedes and replaces all prior similar written and oral agreements
between the Executive and Fidelity and is in addition to any employment
agreement entered into between Fidelity and the Executive before, on or after
the date hereof.

Section 1. Definitions. For purposes of this Agreement:

     (a)  "Affiliate" means any entity with whom Fidelity Southern or the Bank
          would be considered a single employer under Code Sections 414(b) or
          414(c).

     (b)  "Annual Base Salary" shall have the meaning set forth in Section 3.

     (c)  "Bank" shall mean Fidelity Bank and the successors of all or
          substantially all of its business.

     (d)  "Beneficiary" means the person or entity designated by the Executive,
          by a written instrument delivered to Fidelity Southern, to receive any
          benefits payable under this Agreement in the event of the Executive's
          death. If the Executive fails to designate a Beneficiary, or if no
          beneficiary survives the Executive, such Benefits on the death of the
          Executive will be paid to the Executive's estate.

     (e)  "Board" means the Board of Directors of Fidelity Southern.

     (f)  "Cause" means:

          (1)  The willful and continued failure by the Executive to
               substantially perform the material duties of the Executive with
               Fidelity and/or any Affiliate (other than any such failure
               resulting from the Disability of the Executive) for a continuous
               period of three months, after a written demand for such
               performance is delivered to the Executive at the direction of the
               Board by the Chief Executive Officer of Fidelity Southern or by
               any person designated by the board of Fidelity Southern or the
               Bank, which written

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               demand specifically identifies the material duties of which
               Fidelity believes that the Executive has not substantially
               performed or

          (2)  The willful engaging by the Executive in gross misconduct
               materially and demonstrably injurious to Fidelity. No act, or
               failure to act, on the Executive's part shall be considered
               "willful" unless done, or omitted to be done, by the Executive in
               the absence of good faith and without a reasonable belief that
               the action or failure to act of the Executive was in the best
               interest of Fidelity or any Affiliates.

     (g)  "Change of Control" means the occurrence hereafter of any event
          described in (1), (2) or (3) below.

          (1)  Any "person" (as such term is used in Sections 13(d)(3) or
               14(d)(2) of the Securities Exchange Act of 1934, as amended, the
               "Act) acquires "beneficial ownership" (as such term is defined in
               Rule 13d-3 promulgated under the Act), directly or indirectly, of
               equity securities of Fidelity Southern or the Bank representing
               more than fifty percent (50%) of the combined voting power
               represented by the outstanding voting securities of Fidelity
               Southern or the Bank, as the case may be ("Voting Power").

          (2)  Individuals who constitute the membership of the Board or the
               board of the Bank on the date of this Agreement (each being
               hereinafter referred to as the "Incumbent Board') cease at any
               time hereafter, to constitute at least a majority of the Board or
               the board of the Bank, provided that any director whose
               nomination was approved by a majority of the Incumbent Board will
               be considered a member of the Incumbent Board, excluding any such
               individual not otherwise a member of the Incumbent Board whose
               initial assumption of office is in connection with an actual or
               threatened election contest relating to the election of the
               directors of Fidelity Southern or the Bank.

          (3)  The effective date of a complete liquidation or dissolution of
               Fidelity Southern or the Bank, or of the sale or other
               disposition of all or substantially all of the assets of Fidelity
               Southern or the Bank, as approved by the shareholders of Fidelity
               Southern or the Bank, as the case may be, or the acquisition by a
               person, other than Fidelity Southern, of beneficial ownership,
               directly or indirectly, of equity securities of the Bank
               representing more than fifty percent (50%) of the combined voting
               power represented by the Bank's then outstanding voting
               securities.

               If a Change of Control occurs on account of a series of
               transactions, the Change of Control is deemed to have occurred on


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               the date of the last of such transactions which results in the
               Change of Control.

     (h)  "Change of Control Period" shall have the meaning set forth in Section
          4(a).

     (i)  "Code" means the Internal Revenue Code of 1986, amended.

     (j)  "Commencement Date" shall have the meaning set forth in Section 3(a).

     (k)  "Compensation" means the total compensation paid to the Executive by
          Fidelity Southern, the Bank and/or any Affiliate which is or will be
          reportable as income under the Code on Internal Revenue Service Form
          W-2, (i) plus any amount contributed by the Executive pursuant to a
          salary reduction agreement, which is not includible in gross income
          under Code Sections 125 or 402(g) or under any other program that
          provides for pre-tax salary reductions and compensation deferrals;
          (ii) plus any amount of the Executive's compensation which is deferred
          under any other plan or program of Fidelity and (iii) reduced by any
          income reportable on Form W-2 that is attributable to the exercise of
          any stock option or other equity award.

     (l)  "Disability" means a complete inability of the Executive substantially
          to perform the employment duties for Fidelity Southern or the Bank or
          any Affiliate for a period of at least one hundred and eighty (180)
          consecutive days.

     (m)  "Employment Period" shall have the meaning set forth in Section 3(a).

     (n)  "Final Compensation" means the highest of (i) the Executive's
          Compensation for the 12 full calendar months immediately preceding the
          Change of Control; (ii) the Executive's annual base salary rate
          payable by Fidelity Southern, the Bank and any Affiliate, in effect
          immediately preceding the Change of Control or (iii) the Executive's
          annual base salary rate as set by Fidelity Southern, the Bank and any
          Affiliate, effective at any time during the Employment Period.

     (o)  "Good Reason" will exist with respect to the Executive if, without the
          Executive's express written consent, the following events occur after
          a Change of Control which are not corrected within thirty (30) days
          after receipt of written notice from the Executive to Fidelity
          Southern:

          (1)  there is a material change in the Executive's position or
               responsibilities (including reporting responsibilities) which, in
               the Executive's reasonable judgment, represents an adverse change
               from the Executive's status, title, position or responsibilities
               immediately prior to the Change of Control;


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          (2)  the assignment to the Executive of any duties or responsibilities
               which are inconsistent with the position or responsibilities of
               the Executive immediately prior to the Change of Control;

          (3)  any removal of the Executive from or failure to reappoint or
               reelect the Executive to any of the positions the Executive held
               immediately prior to the Change of Control;

          (4)  there is a reduction in the Executive's rate of annual base
               salary or a change in the manner the incentive compensation of
               the Executive is calculated and such change will result in a
               reduction of the incentive compensation of the Executive;

          (5)  the requiring of the Executive to relocate his principal business
               office to any place outside a fifteen (15) mile radius from the
               Executive's current place of employment in Atlanta, Georgia
               (reasonable required travel on Fidelity's business which is
               materially greater than such travel requirements prior to the
               Change of Control shall not constitute a relocation of the
               Executive's principal business office);

          (6)  the failure of Fidelity to continue in effect any Welfare Plan,
               Individual Life Insurance Policy or other compensation plan,
               program or policy in which the Executive is participating
               immediately prior to the Change of Control without substituting
               plans providing the Executive with substantially similar or
               greater benefits, or the taking of any action by Fidelity which
               would materially and adversely affect the Executive's
               participation in or materially reduce the Executive's benefits
               under any of such plans or deprive the Executive of any material
               fringe benefit enjoyed by the Executive immediately prior to the
               Change of Control or

          (7)  the material breach of any provision of this Agreement which is
               not timely corrected by Fidelity upon thirty (30) days prior
               written notice from the Executive.

     (p)  "Individual Life Insurance Policy" means the Flexible Premium
          Adjustable Life Insurance, Universal Life policy, one issued by
          Great-West Life & Annuity Insurance Company in the face amount of
          $500,000 payable to beneficiaries designated by the Executive, or his
          estate or trust in lieu thereof.

     (q)  "Non-Compete Benefit" means the benefit provided in Section 14.

     (r)  "Salary Continuance Benefit" means the benefit provided in Section
          4(b).

     (s)  "Severance Benefit" means a Salary Continuance Benefit and/or a
          Welfare Continuance Benefit.


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     (t)  "Severance Period" means the period beginning on the date of the
          Executive's Termination of Employment by Fidelity Southern, the Bank
          or any Affiliate, other than for Cause, Disability or death, or by the
          Executive for Good Reason and ending on the date eighteen (18) months
          thereafter.

     (u)  "Specified Employee" means an employee who is (i) an officer of
          Fidelity Southern having annual compensation greater than $135,000
          (with certain adjustments for inflation after 2005), (ii) a
          five-percent owner of Fidelity Southern or (iii) a one-percent owner
          of Fidelity Southern having annual compensation greater than $150,000.
          For purposes of this Section, no more than 50 employees (or, if
          lesser, the greater of three or 10 percent of the employees) shall be
          treated as officers. Employees who (i) normally work less than 17 1/2
          hours per week, (ii) normally work not more than 6 months during any
          year, (iii) have not attained age 21 or (iv) are included in a unit of
          employees covered by an agreement which the Secretary of Labor finds
          to be a collective bargaining agreement between employee
          representatives and Fidelity Southern (except as otherwise provided in
          regulations issued under the Code) shall be excluded for purposes of
          determining the number of officers. For purposes of this Section, the
          term "five-percent owner" ("one-percent owner") means any person who
          owns more than five percent (one percent) of the outstanding stock of
          Fidelity Southern or stock possessing more than five percent (one
          percent) of the total combined voting power of all stock of Fidelity
          Southern. For purposes of determining ownership, the attribution rules
          of Section 318 of the Code shall be applied by substituting "five
          percent" for "50 percent" in Section 318(a)(2) and the rules of
          Sections 414(b), 414(c) and 414(m) of the Code shall not apply. For
          purposes of this Section, the term "compensation" has the meaning
          given such term by Section 414(q)(4) of the Code. The determination of
          whether the Executive is a Specified Employee will be based on a
          December 31 identification date such that if the Executive satisfies
          the above definition of Specified Employee at any time during the
          12-month period ending on December 31, he will be treated as a
          Specified Employee if he has a Termination of Employment during the
          12-month period beginning on the first day of the fourth month
          following the identification date. This definition is intended to
          comply with the specified employee rules of Section 409A(a)(2)(B)(i)
          of the Code and shall be interpreted accordingly.

     (v)  "Termination of Employment" means the termination of the Executive's
          employment with Fidelity Southern, the Bank and all Affiliates;
          provided, however, that the Executive will not be considered as having
          had a Termination of Employment if (i) the Executive continues to
          provide services to Fidelity Southern, the Bank or any Affiliate as an
          employee at an annual rate that is at least equal to 20 percent of the
          services rendered, on average, during the immediately preceding three
          full calendar years of employment (or, if employed less than three
          years, such lesser period) and


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          the annual remuneration for such services is at least equal to 20
          percent of the average annual remuneration earned during the final
          three full calendar years of employment (or if less, such lesser
          period), (ii) the Executive continues to provide services to Fidelity
          Southern, the Bank or any Affiliate in a capacity other than as an
          employee and such services are provided at an annual rate that is 50
          percent or more of the services rendered, on average, during the
          immediately preceding three full calendar years of employment (or, if
          employed less than three years, such lesser period) and the annual
          remuneration for such services is 50 percent or more of the annual
          remuneration earned during the final three full calendar years of
          employment (or, if less, such lesser period) or (iii) the Executive is
          on military leave, sick leave or other bona fide leave of absence
          (such as temporary employment by the government) so long as the period
          of such leave does not exceed six months, or if longer, so long as the
          individual's right to reemployment with Fidelity Southern, the Bank or
          any Affiliate is provided either by statute or by contract. If the
          period of leave exceeds six months and the Executive's right to
          reemployment is not provided either by statute or by contract, the
          Termination of Employment will be deemed to occur on the first date
          immediately following such six-month period. For purposes of this
          Section, annual rate of providing services shall be determined based
          upon the measurement used to determine the Executive's base
          compensation.

     (w)  "Voting Power" shall have the meaning set forth in Section 1(g)(1).

     (x)  "Welfare Continuance Benefit" means the benefit provided in Section
          4(c).

     (y)  "Welfare Plan" means any medical, prescription, dental, disability,
          salary continuation, employee life, accidental death, travel accident
          insurance or any other welfare benefit plan, as defined in Section
          3(l) of the Employee Retirement Income Security Act of 1974, as
          amended ("ERISA") made available by Fidelity Southern, the Bank or any
          Affiliate in which the Executive is eligible to participate; provided,
          however, that the term "Welfare Plan" shall not include the Individual
          Life Insurance Policy.

Section 2. Employment After Change of Control.

If the Executive is employed by Fidelity Southern, the Bank or an Affiliate on
the Commencement Date, such employer will continue to employ the Executive for
the Employment Period.

Section 3. Compensation During Employment Period.

     (a)  During the period commencing one year prior to a Change of Control
          ("Commencement Date") and ending upon the earlier of (i) three years
          after a Change of Control or (ii) upon the Executive's Termination of


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          Employment for any reason by the Executive or by Fidelity Southern or
          the Bank or any Affiliate ("Employment Period"), the Executive will
          receive an annual base salary ("Annual Base Salary"), at least equal
          to the greater of (i) the highest annual base salary payable to the
          Executive by Fidelity Southern, the Bank and/or Affiliates in respect
          of the twelve full calendar month period immediately preceding the
          Commencement Date or (ii) the highest annual base salary rate of the
          Executive payable on and after the Commencement Date and prior to the
          Change of Control. During the Employment Period, the Annual Base
          Salary will be increased at any time and from time to time so as to be
          substantially consistent with increases in base salaries generally
          awarded in the ordinary course of business to other peer executives of
          Fidelity Southern, the Bank and Affiliates. Any increase in Annual
          Base Salary will not serve to limit or reduce any other obligation to
          the Executive under this Agreement. The Annual Base Salary will not be
          reduced thereafter nor shall any such increase during the Employment
          Period be reduced thereafter.

     (b)  During the Employment Period, the Executive will be entitled to
          participate in all incentive plans (including, without limitation,
          stock option, stock purchase, savings, supplemental medical and
          retirement plans) and other programs and practices applicable
          generally to other peer executives of Fidelity Southern, the Bank or
          any Affiliates, but in no event will such plans and other programs,
          practices, including policies to provide the Executive with incentive
          opportunities, savings opportunities and retirement and other benefit
          opportunities, in each case, be less favorable, in the aggregate, than
          those provided by Fidelity Southern, the Bank or any Affiliates for
          the Executive under such plans, practices, policies and program as in
          effect at any time on and after the Commencement Date and prior to the
          Change of Control.

     (c)  In addition the method of the calculation of the Executive's total
          incentive compensation for each fiscal year, or part thereof, during
          the Employment Period will not be changed in any manner which will
          result in less total incentive compensation being paid or payable to
          the Executive by Fidelity Southern, the Bank and Affiliates in respect
          of the Employment Period (or any portion thereof) from the maximum
          amount that would have been paid using the method of calculating
          incentive compensation under the incentive compensation programs in
          effect on and after the Commencement Date and prior to the Change of
          Control. The parties agree that the Executive shall be entitled to
          incentive compensation for services rendered during part of a fiscal
          year regardless of the reason for the Termination of Employment of the
          Executive.

     (d)  During the Employment Period the Executive and the eligible members of
          the Executive's family ("Dependents") who participated (or otherwise
          were provided coverage) on the Commencement Date and continue to be
          eligible for participation in any Welfare Plan, will receive all such
          benefits


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          under the Welfare Plans to the extent applicable generally to other
          peer executives of Fidelity Southern, the Bank and Affiliates and
          their Dependents similarly situated, but in no event will the Welfare
          Plans provide benefits for the Executive and Dependents that are less
          favorable, in the aggregate, than the most favorable benefits provided
          under the Welfare Plans in effect at any time during the Employment
          Period.

     (e)  During the Employment Period, Fidelity Southern will maintain in place
          the Individual Life Insurance Policy.

     (f)  During the Employment Period, the Executive will be entitled to fringe
          benefits in accordance with the most favorable plans, practices,
          programs and policies of Fidelity Southern, the Bank and any Affiliate
          in effect for which the Executive qualifies or qualified at any time
          during the Employment Period including, if more favorable to the
          Executive, as in effect at any time on or after the Change of Control
          with respect to other peer executives of Fidelity Southern, the Bank
          or any Affiliate.

Section 4. Benefits Upon Termination of Employment.

     (a)  Provided the Executive executes a "Release" (as defined below) and
          does not revoke such Release, the Executive will be entitled to a
          Salary Continuance Benefit and a Welfare Continuance Benefit as
          hereafter set forth if (i) the Executive has a Termination of
          Employment by Fidelity Southern, the Bank or any Affiliate, other than
          for Cause, Disability or death, during the period commencing upon the
          Commencement Date and ending three years after a Change of Control
          ("Change of Control Period") or (ii) the Executive has a Termination
          of Employment by the Executive for Good Reason during the Change of
          Control Period. Any Termination of Employment by the Executive will be
          communicated by Notice of Termination to Fidelity Southern given in
          accordance with Section 23(b). For purposes of this Agreement, a
          "Notice of Termination" means a written notice which (i) indicates the
          specific termination provision in this Section relied upon; (ii) to
          the extent applicable, sets forth in reasonable detail the facts and
          circumstances claimed to provide a basis for the Termination of
          Employment under the provision so indicated and (iii), if applicable,
          indicates the date of the Termination of Employment, which shall not
          be less than 30 days and more than 60 days after the giving of such
          notice. The term "Release" means a general release that releases
          Fidelity Southern, the Bank, their Affiliates, shareholders,
          directors, officers, employees, employee benefit plans,
          representatives, and agents and their successors and assigns from any
          and all employment related claims the Executive or the Executive's
          successors and beneficiaries might then have against them (excluding
          any claims for vested benefits under any employee pension plan of
          Fidelity Southern, the Bank or the Affiliates).


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     (b)  The Salary Continuance Benefit will be the excess of (i) three times
          the Executive's Final Compensation over (ii) the aggregate amount
          payable under Section 14. The Salary Continuance Benefit will be made
          net of all required Federal and State withholding taxes and similar
          required withholdings and authorized deductions. The Salary
          Continuance Benefit shall be payable to the estate of the Executive
          upon the death of the Executive after the amounts become payable. If
          the Executive is not a Specified Employee, the Salary Continuance
          Benefit will be payable in 72 equal semi-monthly installments
          commencing on the 15th or last day of the month immediately following
          the date of the Termination of Employment, whichever date occurs
          first, and then continuing on the 15th and last day of each calendar
          month thereafter until all such installments are paid. If the
          Executive is a Specified Employee, the Salary Continuance Benefit
          shall not be payable until the first 15th or last day of the month
          which is at least six months after the Executive's Termination of
          Employment. All installments, which would have otherwise been required
          to be made over such six-month period if the Executive had not been a
          Specified Employee, shall be paid to the Executive in one lump sum
          payment as soon as administratively feasible after the first 15th or
          last day of the month which is at least six months after the
          Executive's Termination of Employment. After the lump sum payment, the
          remaining semi-monthly installments (each equal to 1/72 of the Salary
          Continuance Benefit) will continue on the 15th and last day of each
          calendar month until all such installments are paid.

     (c)  During the Severance Period, the Executive and the Executive's
          Dependents will continue to be covered by all Welfare Plans in which
          the Executive or Dependents were participating immediately prior to
          the date of the Executive's Termination of Employment, subject to the
          eligibility requirements of such Welfare Plans on the date of the
          Termination of Employment (the "Welfare Continuance Benefit"). Any
          changes to any Welfare Plan during the Severance Period will be
          applicable to the Executive and his Dependents as if he continued to
          be an employee of Fidelity Southern, the Bank or any Affiliate.
          Fidelity Southern or the Bank will pay, or they shall cause an
          Affiliate to pay, all or a portion of the cost of the Welfare
          Continuance Benefit for the Executive and his Dependents under the
          Welfare Plans on the same basis as applicable, from time to time, to
          active employees covered under the Welfare Plans and the Executive
          will pay any additional costs comparable to those costs paid by active
          executives. If such participation in any one or more of the Welfare
          Plans included in the Welfare Continuance Benefit is not possible
          under the terms of the Welfare Plan or any provision of law would
          create any adverse tax effect for the Executive or Fidelity Southern,
          the Bank or any Affiliate due to such participation, Fidelity Southern
          or the Bank will provide, or will cause an Affiliate to provide,
          substantially identical benefits directly or through an insurance
          arrangement or pay the Executive's costs for such Welfare Plan if
          continued by the Executive,


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          including as permitted under ERISA. The Welfare Continuance Benefit as
          to any Welfare Plan will cease if and when the Executive has obtained
          coverage under one or more welfare benefit plans of a subsequent
          employer that provide for equal or greater benefits to the Executive
          and his Dependents with respect to the specific type of benefit
          provided under the applicable Welfare Plan. Notwithstanding any other
          provision of this Section 4(c), if the Executive is a Specified
          Employee and if Fidelity determines that any portion of the Welfare
          Benefit is subject to Section 409A of the Code, then to the extent
          necessary to avoid taxation under Section 409A, the Executive will be
          required to pay for the Welfare Benefit during the six-month period
          following his Termination of Employment; provided; however, that at
          the end of such six-month period, Fidelity will reimburse the
          Executive for such payments.

     (d)  Fidelity Southern shall maintain the Individual Life Insurance Policy
          after the Executive's Termination of Employment only if such
          termination is due to retirement (as such term is determined by the
          Board). Notwithstanding the previous sentence, if the Executive is a
          Specified Employee and if Fidelity determines that the maintenance of
          the Individual Life Insurance Policy is subject to Section 409A of the
          Code, then to the extent necessary to avoid taxation under Section
          409A, the Executive will be required to pay for the maintenance of the
          Individual Life Insurance Policy during the six-month period following
          his Termination of Employment; provided; however, that at the end of
          such six-month period, Fidelity will reimburse the Executive for such
          payments.

     (e)  If the Executive violates any of the undertakings set forth in
          Sections 10, 11, 12 and 13 of this Agreement after the Termination of
          Employment, any additional compensation and benefits under this
          Section 4 shall cease; except that the benefits under Section 4(d)
          shall continue to be available under the terms of the Individual Life
          Insurance Policy to the extent set forth in Section 4(d).

     (f)  (i)  Fidelity Southern shall engage the independent accounting firm
               regularly utilized by Fidelity Southern ("Accounting Firm") to
               provide to Fidelity Southern and the Executive, at Fidelity
               Southern's expense, a determination of whether any compensation
               payable to the Executive pursuant to this Agreement (alone or
               when added to all other compensation paid or payable to the
               Executive by Fidelity, the Bank or any Affiliate) during the
               Severance Period constitutes a "parachute payment" ("Parachute
               Payment") as defined in Section 280G of the Internal Revenue Code
               of 1986, as amended (the "Code"). If the Accounting Firm
               determines that any such compensation payable to the Executive
               constitutes a Parachute Payment, the Accounting Firm shall also
               determine: (A) the amount of the excise tax to be imposed under

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               Section 4999 of the Code; (B) whether the Executive would realize
               a greater amount after Federal and Georgia income taxes (assuming
               the highest marginal rates then in effect apply) if such
               compensation payable to the Executive were reduced (assuming
               latest payments are reduced first) so that no amount payable to
               the Executive hereunder (alone or when added to all other
               compensation paid or payable to the Executive by Fidelity, the
               Bank or any Affiliate) constitutes a Parachute Payment than the
               Executive would realize after Federal and Georgia income taxes
               (assuming the highest marginal rates then in effect apply) and
               after imposition of the excise tax under Section 4999 of the Code
               if the amounts payable to the Executive hereunder were not so
               reduced and (C), if the Accounting Firm determines in (B) above
               that the Executive would realize a higher amount if the
               compensation payable to the Executive were so reduced, the amount
               of the reduced benefit. All determinations shall be made on a
               present value basis. The Accounting Firm shall provide to
               Fidelity Southern and to the Executive a written report of its
               calculations and determinations hereunder as soon as practicable.
               No later than fifteen (15) days following receipt by the
               Executive of the report from the Accounting Firm, the Executive
               will notify Fidelity Southern in writing of any disagreement with
               said report, and, in such case, Fidelity Southern shall direct
               the Accounting Firm to promptly discuss its determinations with
               an accountant or other counsel designated by the Executive in the
               Executive's written notice and seek to reach an agreement
               regarding same no later than fifteen (15) days after receipt of
               the Executive's notice, with Fidelity Southern and the Executive,
               each bearing the cost of their own accountants, counsel and other
               advisers. If no agreement can be reached, the matter shall be
               promptly submitted to binding arbitration under the rules of the
               American Arbitration Association before a single arbitrator in
               Atlanta, Georgia. The determinations so made shall be binding on
               the parties. If it is determined hereunder that the Executive
               would realize a greater amount after Federal and Georgia income
               taxes (assuming the highest marginal rates then in effect apply)
               if the compensation payable to the Executive pursuant to this
               Agreement were reduced (assuming latest payments are reduced
               first) so that no amount payable to the Executive hereunder
               constitutes a Parachute Payment, then the amounts payable to the
               Executive pursuant to this Agreement shall be so reduced.

          (ii) As a result of the uncertainty in the application of Sections
               280G and 4999 of the Code, it is possible that amounts will have
               been paid or distributed to the Executive that should not have
               been paid or distributed under this Section 4(f)
               ("Overpayments"), or that additional amounts should be paid or
               distributed to the Executive


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               under this Section 4(f) ("Underpayments"). If based on either the
               assertion of a deficiency by the Internal Revenue Service against
               Fidelity or the Executive, which assertion has a high probability
               of success, or controlling precedent or substantial authority, an
               Overpayment has been made, that Overpayment will be treated for
               all purposes as a loan ab initio that the Executive must repay to
               Fidelity immediately together with interest at the applicable
               Federal rate under Section 7872 of the Code; provided, however,
               that no loan will be deemed to have been made and no amount will
               be payable by the Executive to Fidelity unless, and then only to
               the extent that, the deemed loan and payment would either reduce
               the amount on which the Executive is subject to tax under Section
               4999 of the Code or generate a refund of tax imposed under
               Section 4999 of the Code. If based upon controlling precedent or
               substantial authority, an Underpayment has occurred, the amount
               of that Underpayment will be paid to the Executive promptly by
               Fidelity. Whether an Overpayment or Underpayment has occurred may
               be determined in substantially the same manner as the original
               determination.

          (iii) Fidelity and the Executive shall each provide the Accounting
               Firm access to and copies of any books, records and documents in
               the possession of Fidelity or the Executive, as the case may be,
               reasonably requested by the Accounting Firm, and otherwise
               cooperate with the Accounting Firm in connection with the
               preparation and issuance of the determinations and calculations
               contemplated by this Section 4(f).

          (iv) The federal, state and local income or other tax returns filed by
               the Executive shall be prepared and filed on a consistent basis
               with the determination with respect to the excise tax payable by
               the Executive. The Executive, at the request of Fidelity, shall
               provide Fidelity true and correct copies (with any amendments) of
               his federal income tax return as filed with the Internal Revenue
               Service and corresponding state and local tax returns, if
               relevant, as filed with the applicable taxing authority, and such
               other documents reasonably requested by Fidelity, evidencing such
               conformity.

Section 5. Outplacement Services.

If the Executive is entitled to a Severance Benefit under Section 4, the
Executive also will be entitled in addition to receive complete outplacement
services, including job search, interview skill services, job retaining and
education and resume preparation, paid by Fidelity Southern up to a total cost
of $20,000. The services will be provided by a nationally or regionally
recognized outplacement organization selected by the Executive with the approval
of Fidelity Southern (which approval will not be unreasonable


                                       12

<PAGE>

withheld). The services will be provided for up to two (2) years after the
Executive's Termination of Employment or until the Executive obtains full-time
employment, whichever occurs first.

Section 6. Death.

If the Executive dies while receiving a Welfare Continuation Benefit, the
Executive's Dependents will continue to be covered under all applicable Welfare
Plans during the remainder of the Severance Period.

Section 7. Setoff.

     (a)  Except as otherwise provided in Section 7(c) below, payment of a
          Severance Benefit will be in addition to any other amounts otherwise
          then currently payable to the Executive, including any accrued but
          unpaid vacation pay or deferred compensation. No payments or benefits
          payable to or with respect to the Executive pursuant to this Agreement
          will be reduced by any amount the Executive may earn or receive from
          employment with another employer or from any other source. In no event
          will the Executive be obligated to seek other employment or take any
          other action by way of mitigation of the amounts payable to the
          Executive under any of the provisions of this Agreement and, except as
          provided in the last sentence of Section 4(c) with respect to the
          Welfare Continuation Benefit or in Section 5 with respect to
          outplacement services, such amounts will not be reduced whether or not
          the Executive obtains other employment.

     (b)  Nothing in this Agreement will limit or otherwise affect such rights
          as the Executive may have under any other contract or agreement with
          Fidelity Southern, the Bank or Affiliates. Amounts which constitute
          vested benefits or which the Executive is otherwise entitled to
          receive under any plan, policy, practice or program of or any contract
          or agreement (collectively, "programs") with Fidelity Southern, the
          Bank or Affiliates at or subsequent to the Executive's Termination of
          Employment will be payable in accordance with such program.

     (c)  The total amount payable hereunder for Salary Continuance Benefits and
          consideration for the non-compete, non-solicitation and non-disclosure
          provisions (as set forth in Section 14) shall not exceed three times
          the Executive's Final Compensation. Fidelity Southern, the Bank or an
          Affiliate and the Executive may be parties to other agreements,
          policies, plans, programs or arrangements relating to the Executive's
          employment. This Agreement shall be construed and interpreted so that
          the Salary Continuance Benefit, Welfare Continuance Benefit and other
          payments (including, but not limited to, payments described in Section
          14 below) hereunder are paid or made available only to the extent that
          similar amounts are not paid or made available to the Executive under
          any other


                                       13

<PAGE>

          similar agreements, policies, plans, programs or arrangements. Without
          limiting the foregoing, any Salary Continuance Benefit, Welfare
          Continuance Benefit and other payments (including, but not limited to,
          payments described in Section 14 below) payable under this Agreement
          shall be reduced by any other compensation, severance pay, continued
          welfare benefits, non-compete payments or other similar amounts that
          the Executive receives under any employment or employment-related
          agreement with Fidelity Southern, the Bank or any Affiliate and under
          any other similar agreements, policies, plans, programs or
          arrangements covering the Executive with respect to Fidelity Southern,
          the Bank or any Affiliate; it being the intent of both the Executive
          and Fidelity Southern, the Bank or any Affiliate not to provide to the
          Executive any duplicative payments, severance pay or welfare benefits
          hereunder.

     (d)  To the extent that federal, state or local law requires Fidelity
          Southern, the Bank or an Affiliate to provide notice and/or make a
          payment to the Executive because of an involuntary Termination of
          Employment, the severance pay available under this Agreement for
          periods for which the Executive is not required to report to work
          shall be reduced, but not below zero, by the amount of any such
          mandated payments.

Section 8. No Interest in Benefit.

No interest of the Executive or any Beneficiary, or any right to receive any
payment or distribution hereunder, will be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment or other alienation or
encumbrance of any kind, nor may such interest or right to receive a payment or
distribution be taken, voluntarily or involuntarily, for the satisfaction of the
obligation or debts of, or other claims against, the Executive or Beneficiary,
including claims for alimony, support, separate maintenance, and claims in
bankruptcy proceedings.

Section 9. Benefits Unfunded.

All rights under this Agreement of the Executive and Beneficiaries will at all
times be entirely unfunded, and no provision will at any time be made with
respect to segregating any assets of Fidelity or any Affiliate for payment of
any amounts due hereunder. The Executive and Beneficiaries will have only the
rights of general unsecured creditors of Fidelity.

Section 10. Covenant Not to Compete.

The Executive agrees that during his employment with Fidelity Southern or the
Bank and for a period of eighteen (18) months after the Executive's Termination
of Employment with Fidelity Southern or the Bank for any reason, that the
Executive shall not, on his own behalf or on another's behalf, work in any
management or executive capacity in the business of providing banking or banking
related services. This restriction shall apply only within a 50-mile radius of
3490 Piedmont Road, Atlanta, Georgia 30305. The


                                       14

<PAGE>

Executive agrees that because of the nature of Fidelity Southern's and the
Bank's business, the nature of the Executive's job responsibilities, and the
nature of the Confidential Information and Trade Secrets of Fidelity Southern
and the Bank which Fidelity Southern and the Bank will give the Executive access
to, any breach of this provision by the Executive would result in the inevitable
disclosure of Fidelity Southern's and the Bank's Trade Secrets and Confidential
Information to its direct competitors.

Section 11. Non-Solicitations of Customers.

Executive agrees that during his employment with Fidelity Southern or the Bank
and for a period of eighteen (18) months after the Executive's Termination of
Employment with Fidelity Southern or the Bank for any reason, the Executive will
not will not directly or indirectly solicit, contact, call upon, communicate
with or attempt to communicate with any client or customer of Fidelity Southern
or the Bank for the purpose of providing banking or banking related services.
This restriction shall apply only to any client or customer of Fidelity Southern
or the Bank with whom the Executive had material contact during the last twelve
months of the Executive's employment with Fidelity Southern or the Bank.
"Material contact" means interaction between the Executive and the client or
customer which takes place to further the business relationship. "Clients" and
"customers" include, but are not limited to, depositors and commercial loan
customers.

Section 12. Non-Solicitations of Employees.

The Executive agrees that during his employment with Fidelity Southern or the
Bank and for a period of eighteen (18) months after the Executive's Termination
of Employment with Fidelity Southern or the Bank for any reason, the Executive
will not recruit, hire or attempt to recruit or hire, directly or by assisting
others, any other employee of Fidelity Southern or the Bank with whom the
Executive had material contact during the Executive's employment with Fidelity
Southern or the Bank. This restriction shall apply only to recruiting, hiring or
attempting to recruit or hire any employee for the purpose of working in the
business of providing banking or banking related services.

Section 13. Confidentiality, Proprietary Information and Inventions.

     (a)  During the term of the Executive's employment with Fidelity Southern
          or the Bank, and at all times thereafter, the Executive shall not use
          or disclose to others, without the prior written consent of Fidelity
          Southern and the Bank, any Trade Secrets (as hereinafter defined) of
          Fidelity Southern or the Bank, or any Affiliate or any of their
          customers, except for use or disclosure thereof in the course of the
          business of Fidelity Southern or the Bank (or that of any Affiliate),
          and such disclosure shall be limited to those who have a need to know.

     (b)  During the term of the Executive's employment with Fidelity Southern
          or the Bank, and for eighteen (18) months after the Executive's
          Termination of Employment with Fidelity Southern or the Bank for any
          reason, the Executive shall not use or disclose to others, without the
          prior written


                                       15

<PAGE>

          consent of Fidelity Southern and the Bank, any Confidential
          Information (as hereinafter defined) of Fidelity Southern or the Bank,
          or any Affiliate or any of their customers, except for use or
          disclosure thereof in the course of the business of Fidelity Southern
          or the Bank (or that of any Affiliate), and such disclosure shall be
          limited to those who have a need to know.

     (c)  Upon a Termination of Employment with Fidelity Southern or the Bank
          for any reason, the Executive shall not take with him any documents or
          data of Fidelity Southern or the Bank or any Affiliate or of any
          customer thereof or any reproduction thereof and agrees to return any
          such documents and data in his possession at that time.

     (d)  The Executive agrees to take reasonable precautions to safeguard and
          maintain the confidentiality and secrecy and limit the use of all
          Trade Secrets and Confidential Information of Fidelity Southern, the
          Bank and all subsidiaries and customers thereof.

     (e)  Trade Secrets shall include only such information constituting a
          "Trade Secret" within the meaning of subsection 10-1-761(4) of the
          Georgia Trade Secrets Act of 1990, including as hereafter amended.
          Confidential Information shall include all information and data which
          is protectable as a legal form of property or non-public information
          of Fidelity Southern or the Bank or their customers, excluding any
          information or data which constitutes a Trade Secret.

     (f)  Trade Secrets and Confidential Information shall not include any
          information (A) which becomes publicly known through no fault or act
          of the Executive; (B) is lawfully received by the Executive from a
          third party after a Termination of Employment without a similar
          restriction regarding confidentiality and use and without a breach of
          this Agreement or (C) which is independently developed by the
          Executive and entirely unrelated to the business of providing banking
          or banking related services.

     (g)  The Executive agrees that any and all information and data originated
          by the Executive while employed by Fidelity Southern or the Bank and,
          where applicable, by other employees or associates under the
          Executive's direction or supervision in connection with or as a result
          of any work or service performed under the terms of the Executive's
          employment, shall be promptly disclosed to Fidelity Southern and the
          Bank, shall become Fidelity Southern and/or the Bank's property, and
          shall be kept confidential by the Executive. Any and all such
          information and data, reduced to written, graphic or other tangible
          form and any and all copies and reproduction thereof shall be
          furnished to Fidelity Southern and the Bank upon request and in any
          case shall be returned to Fidelity Southern and the Bank upon the
          Executive's Termination of Employment with Fidelity Southern or the
          Bank.


                                       16

<PAGE>

     (h)  The Executive agrees that the Executive will promptly disclose to
          Fidelity Southern and the Bank all inventions or discoveries made,
          conceived or for the first time reduced to practice in connection with
          or as a result of the work and/or services the Executive performs for
          Fidelity Southern or the Bank.

     (i)  The Executive agrees that he will assign the entire right, title and
          interest in any such invention or inventions and any patents that may
          be granted thereon in any country in the world concerning such
          inventions to Fidelity Southern and the Bank. The Executive further
          agrees that the Executive will, without expense to Fidelity Southern
          or the Bank, execute all documents and do all acts which may be
          necessary, desirable or convenient to enable Fidelity Southern and the
          Bank, at its expense, to file and prosecute applications for patents
          on such inventions, and to maintain patents granted thereon.

Section 14. Consideration for Non-Compete, Non-Solicitation and Non-Disclosure
Provisions.

In consideration of the Executive's undertakings set forth in Sections 10, 11,
12 and 13 above, with respect to periods after a Termination of Employment,
Fidelity Southern or the Bank will pay the Executive the Non-Compete Benefit. If
the Executive is not a Specified Employee, the Non-Compete Benefit will be
payable in 36 equal semi-monthly installments, each installment in an amount
equal to forty percent (40%) of his Annual Base Salary in effect immediately
prior to the Termination of Employment divided by 24, commencing on the 15th or
last day of the month immediately following the date of the Termination of
Employment, whichever date occurs first, and then continuing on the 15th and
last day of each calendar month thereafter until all such installments are paid.
If the Executive is a Specified Employee, the Non-Compete Benefit shall not
become payable until the first 15th or last day of the month which is at least
six months after the Executive's Termination of Employment. All installments,
which would have otherwise been required to be made over such six-month period
if the Executive had not been a Specified Employee, shall be paid to the
Executive in one lump sum payment as soon as administratively feasible after the
first 15th or last day of the month which is at least six months after the
Executive's Termination of Employment. After the lump sum payment, the remaining
semi-monthly installments (each equal to forty percent (40%) of the Executive's
Annual Base Salary in effect immediately prior to the Termination of Employment
divided by 24) will continue on the 15th and last day of each calendar month
until all such installments are paid. If the Executive violates any of the
undertakings set forth in Sections 10, 11, 12 and 13 of this Agreement, the
Executive waives and forfeits any and all rights to any further payments under
this Agreement, including but not limited to, any additional payments,
compensation or Severance Benefits he may otherwise be entitled to receive under
this Agreement.


                                       17

<PAGE>

Section 15. Specific Performance.

Because of the Executive's knowledge and experience, the Executive agrees that
Fidelity Southern, the Bank and Affiliates shall be entitled to specific
performance, an injunction, temporary injunction or other similar equitable
relief in addition to all other rights and remedies it might have for any
violation of the undertakings set forth in Sections 10, 11, 12 or 13 of this
Agreement. In any such court proceeding or arbitration, the Executive will not
object thereto and claim that monetary damages are an adequate remedy.

Section 16. Indemnification of the Executive.

Fidelity Southern, the Bank or Affiliates shall indemnify the Executive and
shall advance reasonable reimbursable expenses incurred by the Executive in any
proceeding against the Executive, including a proceeding brought in the right of
Fidelity Southern, the Bank or any Affiliate, as a director or officer of
Fidelity Southern, the Bank or any Affiliate thereof, except claims and
proceedings brought directly by Fidelity Southern, the Bank or any Affiliate
against the Executive, to the fullest extent permitted under the Georgia
Business Corporation Code, and the Articles of Incorporation and By-Laws of
Fidelity Southern, the Bank or any applicable Affiliate, as such Code, Articles
or By-Laws may be amended from time to time hereafter. Such indemnities and
advances shall be paid to the Executive on the next normal payroll payment date
after the Executive's rights to such amounts are no longer in dispute; provided,
however, that if the Executive is a Specified Employee such payments shall not
be made before the date that is six months after the date of the Executive's
Termination of Employment.

Section 17. Applicable Law.

This Agreement will be construed and interpreted in accordance with the laws of
the State of Georgia without reference to its conflict of laws rules.

Section 18. No Employment Contract.

Nothing contained in this Agreement shall be construed to be an employment
contract between the Executive and Fidelity.

Section 19. Severability.

In the event any provision of this Agreement is held illegal or invalid, the
remaining provisions of this Agreement will not be affected thereby.

Section 20. Successors.

     (a)  The Agreement will be binding upon and inure to the benefit of
          Fidelity Southern, the Bank, Affiliates, the Executive and their
          respective heirs, representatives and successors.

     (b)  Fidelity Southern and the Bank will require any successor (whether
          direct or indirect, by purchase, merger, consolidation or otherwise)
          to all or


                                       18

<PAGE>

          substantially all of the business and/or assets of Fidelity Southern,
          the Bank or Affiliates, as the case may be, to assume expressly and
          agree to perform this Agreement in the same manner and to the same
          extent that Fidelity Southern and the Bank would be required to
          perform it if no such succession had taken place. As used in this
          Agreement, "Fidelity Southern" will mean Fidelity Southern as herein
          defined and any successor to its business and/or assets which assumes
          this Agreement by operation of law or otherwise.

Section 21. Litigation Expenses.

     (a)  Fidelity Southern and the Bank agree to pay or reimburse the Executive
          promptly as incurred, to the full extent permitted by law, all legal
          fees and expenses which the Executive may reasonably incur as a result
          of any contest (regardless of the outcome thereof unless a court of
          competent jurisdiction determines that the Executive acted in bad
          faith in initiating the contest) by Fidelity Southern, the Bank, any
          Affiliate, the Executive or others regarding the validity or
          enforceability of, or liability under, any provision of this Agreement
          (including as a result of any contest by the Executive about the
          amount of any payment pursuant to this Agreement), plus in each case
          interest on any delayed payment at the applicable Federal rate
          provided for in the Internal Revenue Code Section 7872 (f)(2)(A);
          provided however, that the reasonableness of the fees and expenses
          must be determined by an independent arbitrator, using standard legal
          principles, mutually agreed upon by Fidelity Southern or the Bank, as
          the case may be, and the Executive in accordance with rules set forth
          by the American Arbitration Association. Such payments and
          reimbursements shall be paid to the Executive or on the Executive's
          behalf on or by the next normal payroll payment date after the
          Executive's rights to such amounts are no longer in dispute; provided,
          however, that if the Executive is a Specified Employee such payments
          shall not be made before the date that is six months after the date of
          the Executive's Termination of Employment.

     (b)  If there is any dispute between Fidelity Southern, the Bank or any
          Affiliate and the Executive, in the event of any Termination of
          Employment by Fidelity Southern, the Bank or Affiliate or by the
          Executive, then, unless and until there is a final, nonappealable
          judgment by a court of competent jurisdiction declaring that the
          Executive is not entitled to benefits under this Agreement, Fidelity
          will pay or cause to be paid all amounts, and provide all benefits, to
          the Executive and/or the Executive's family or other Beneficiaries, as
          the case may be, that Fidelity or any Affiliate would be required to
          pay or provide pursuant to this Agreement. Fidelity Southern, the Bank
          and Affiliates will not be required to pay any disputed amounts
          pursuant to this subsection except upon receipt of an undertaking
          (which may be unsecured) by or on behalf of the Executive to repay all

                                       19

<PAGE>

          such amounts to which the Executive is ultimately adjudge by such
          court not to be entitled.

Section 22. Future Employers.

Fidelity Southern, the Bank or any Affiliate may notify anyone employing the
Executive or evidencing an intention to employ the Executive as to the existence
and provisions of this Agreement and may provide any such person or organization
a copy of this Agreement. The Executive agrees that for a period of 18 months
after the Executive's Termination of Employment with Fidelity Southern or the
Bank for any reason, the Executive will provide Fidelity Southern and the Bank
the identity of any employer the Executive goes to work for along with the
Executive's job title and anticipated job duties with such employer.

Section 23. Miscellaneous.

     (a)  Amendments/Waivers. No provision of this Agreement may be modified,
          waived or discharged unless such waiver, modification or discharge is
          agreed to in writing and the writing is signed by the Executive and
          Fidelity Southern and the Bank. A waiver of any breach of or
          compliance with any provision or condition of this Agreement is not a
          waiver of similar or dissimilar provisions or conditions. This
          Agreement may be executed in one or more counterparts, all of which
          will be considered one and the same agreement.

     (b)  Notices. All notices, requests, demands and other communications
          required or permitted hereunder shall be in writing and shall be
          deemed to have been given upon receipt when delivered by hand or upon
          delivery to the address of the party determined pursuant to this
          Section 23 when delivered by express mail, overnight courier or other
          similar method to such address or by facsimile transmission (provided
          a copy is also sent by registered or certified mail or by overnight
          courier), or five (5) business days after deposit of the notice in the
          US mail, if mailed by certified or registered mail, with postage
          prepaid addressed to the respective party as set forth below, which
          address may be changed by written notice to the other parties:

          If to Fidelity Southern or the Bank:
               Fidelity Southern Corporation
               3490 Piedmont Road
               Suite 1550
               Atlanta, Georgia 30305
               Attn: Chief Executive Officer

          If to the Executive:
               H. Palmer Proctor, Jr.
               c/o Fidelity Southern Corporation


                                       20

<PAGE>

               3490 Piedmont Road, Suite 1550
               Atlanta, Georgia 30305

     (c)  Confidentiality. The Executive agrees that the Executive will not
          discuss the Executive's employment and resignation or termination
          (including the terms of this Agreement) with any representatives of
          the media, either directly or indirectly, without the prior written
          consent and approval of Fidelity Southern and the Bank.

Section 24. Entire Agreement.

No agreement or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by a party which is not
expressly set forth in this Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof.

Section 25. Compliance with Section 409A.

This Agreement is intended to satisfy the requirements of Code Section 409A and
shall be construed and interpreted in accordance therewith.


                                       21

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.

                                        FIDELITY SOUTHERN CORPORATION

                                        By: /s/ David R. Bockel
                                            ------------------------------------
                                        Name: David R. Bockel
                                        Title: Chairman, Compensation Committee

                                        FIDELITY BANK

                                        By: /s/ David R. Bockel
                                            ------------------------------------
                                        Name: David R. Bockel
                                        Title: Chairman, Compensation Committee

                                        EXECUTIVE

                                        /s/ H. Palmer Proctor, Jr.
                                        ------------------------------------
                                        H. Palmer Proctor, Jr.


                                       22