On January 22, 2009, Fidelity Southern Corporation ("Fidelity") and its bank subsidiary, Fidelity Bank (the "Bank") approved 2009 incentive compensation plans for James B. Miller, Jr., Chairman and Chief Executive Officer of Fidelity and the Bank, H. Palmer Proctor, Jr., President of Fidelity and the Bank, Stephen H. Brolly, Chief Financial Officer of Fidelity, and David Buchanan, Vice President of Fidelity, which provide for incentive compensation in 2009 not to exceed twenty (20) percent of their respective base salary or such amount established by the Compensation Committee based upon Fidelity and the Bank achieving targeted income levels and other non-financial corporate and individual goals established by the Compensation Committee. A form of the incentive compensation plans is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits

 Exhibit No.        Description
       10.1         Form Incentive Compensation Plan for James B. Miller, Jr., H. Palmer
                    Proctor, Jr., Stephen H. Brolly and David Buchanan