ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Director Retirement

On March 5, 2009, Fidelity Southern Corporation (the "Fidelity") was notified by director James H. Miller, III that he will not stand for reelection at the 2009 annual meeting. Mr. Miller has been a director since 2005 and will remain a director until the end of his current term on April 23, 2009. The decision not to stand for reelection to the board was due to his relocation to Birmingham, Alabama and added responsibilities of a new position as President and Chief Executive Officer of Southern Nuclear Operation Company, an affiliate of Georgia Power Company, and not the result of any disagreement with the Fidelity.

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