| FLAG FINANCIAL CORP      ITEM 1A RISK FACTORS        An investment in our common stock involves a high degree of risk | 
    
      | Investors     should  carefully  consider  the  risks  described below and the other     information in this report before deciding to invest in shares of our common     stock | 
    
      | While these are the risks and uncertainties that we believe are the     most  important  for  you  to consider, they are not the only risks or     uncertainties facing us or that may adversely affect our business | 
    
      | If any of     the  following  risks  or uncertainties actually occurs, our business,     financial condition and operating results would likely suffer | 
    
      | Our business is subject to the success of the local economies where we     operate | 
    
      | Our success depends significantly upon the growth in population, income     levels, deposits and housing needs in our primary and secondary markets | 
    
      | If     the communities in which we operate do not grow or if prevailing economic     conditions locally or nationally are unfavorable, our business may not     succeed | 
    
      | Adverse  economic  conditions in the State of Georgia or the     metropolitan  Atlanta  area, including the loss of certain significant     employers, affect the ability of our customers to repay their loans to us     and generally affect our financial condition and results of operations | 
    
      | We     are less able than a larger institution to spread the risks of unfavorable     local economic conditions across a large number of diversified economies | 
    
      | Moreover, we cannot give any assurance that we will benefit from any market     growth or favorable economic conditions in our primary market areas if they     do occur | 
    
      | In  addition,  the  market  value of the real estate securing loans as     collateral could be adversely affected by unfavorable changes in market and     economic   conditions | 
    
      | Any  sustained  period  of  increased  payment     delinquencies, foreclosures or losses caused by adverse market or economic     conditions in the State of Georgia or the metropolitan Atlanta area could     adversely  affect  the  value  of our assets, our revenues, results of     operations and financial condition | 
    
      | Changes in economic conditions, particularly an economic slowdown, could     hurt our business | 
    
      | Our business is directly affected by political and market conditions, broad     trends in industry and finance, legislative and regulatory changes, changes     in governmental monetary and fiscal policies and inflation, all of which are     beyond our control | 
    
      | Any deterioration in economic conditions could result in     the following consequences, any of which could hurt our business materially:       *loan delinquencies may increase;       *problem assets and foreclosures may increase;       *demand for our products and services may decline; and       *collateral for loans made by us may decline in value, in turn reducing our     clients’ borrowing power | 
    
      | A downturn in the real estate market could hurt our business | 
    
      | If there is a significant decline in real estate values in Georgia, the     collateral  for our loans will provide less security | 
    
      | The results of operations of banking institutions are materially affected by     general economic conditions, the monetary and fiscal policies of the federal     government and the regulatory policies of governmental authorities as well     as other factors that affect market rates of interest | 
    
      | Our profitability     significantly depends on “net interest income,” which is the difference     between  interest  income  on  interest-earning assets, like loans and     investments,                                           10     ______________________________________________________________________    [39]Table of Contents       and interest expense on interest-bearing liabilities, like deposits and     borrowings | 
    
      | Thus, any change in general market interest rates, whether as a     result of changes in monetary policies of the Federal Reserve or otherwise,     could have a significant effect on our net interest income | 
    
      | These changes     are beyond our control and we cannot fully insulate ourselves from the     effect of rate changes | 
    
      | We may face risks with respect to future expansion and acquisitions or     mergers | 
    
      | We continuously seek to acquire other financial institutions or parts of     those institutions and may engage in de novo branch expansion, acquisitions     or mergers in the future | 
    
      | We may also consider and enter into new lines of     business or offer new products or services | 
    
      | We also may receive future     inquiries and have discussions with potential acquirors of us | 
    
      | Acquisitions     and mergers involve a number of risks, including:       *the time and costs associated with identifying and evaluating potential     acquisition and merger partners;       *the estimates and judgments used to evaluate credit, operations, management     and market risks with respect to the target institution may not be accurate;       *the time and costs of evaluating new markets, hiring experienced local     management  and  opening  new offices, and the time lags between these     activities and the generation of sufficient assets and deposits to support     the costs of the expansion;       *our  inability to finance an acquisition and possible dilution to our     existing shareholders;       *the  diversion  of our management’s attention to the negotiation of a     transaction, and the integration of the operations and personnel of the     combining businesses;       *entry into new markets where we lack experience;       *the incurrence and possible impairment of goodwill associated with an     acquisition  and possible adverse short-term effects on our results of     operations; and       *the risk of loss of key employees and customers | 
    
      | We may incur substantial costs to expand and we can give no assurance that     such expansion will result in the levels of profits we seek | 
    
      | There can be no assurance that our ongoing integration efforts with respect     to our recent acquisition of First Capital Bancorp or any effort for future     mergers  or acquisitions will be successful | 
    
      | Also, we may issue equity     securities, including common stock and securities convertible into shares of     our common stock in connection with future acquisitions, which could cause     ownership and economic dilution to our current shareholders | 
    
      | There is no     assurance that, following our acquisition of First Capital Bancorp or any     future merger or acquisition, our integration efforts will be successful or     that our company, after giving effect to the acquisition, will achieve     profits comparable to, or better than, our historical experience | 
    
      | Our recent operating results may not be indicative of our future operating     results | 
    
      | We may not be able to sustain our historical rate of growth or may not even     be able to grow our business at all | 
    
      | In addition, our recent and rapid     growth, including our growth through mergers and acquisitions, may distort     some of our historical financial ratios and statistics | 
    
      | In the future, we     may not have the benefit of a favorable interest rate environment, a strong     residential mortgage market, or the ability to find suitable candidates for     acquisition | 
    
      | Various factors, such as economic conditions, regulatory and     legislative considerations and competition, may also impede or prohibit our     ability  to expand our market presence | 
    
      | If we experience a significant     decrease in our historical rate of growth, our results of operations and     financial condition may be adversely affected due to a high percentage of     our operating costs being fixed expenses | 
    
      | 11     ______________________________________________________________________    [40]Table of Contents       Our continued pace of growth may require us to raise additional capital in     the future, but that capital may not be available when it is needed | 
    
      | We are required by federal and state regulatory authorities to maintain     adequate levels of capital to support our operations | 
    
      | We may at some point     need  to raise additional capital to support our continued growth | 
    
      | Our     ability to raise additional capital, if needed, will depend on conditions in     the capital markets at that time, which are outside our control, and on our     financial performance | 
    
      | Accordingly, we may not be able to raise additional     capital if needed on terms acceptable to us | 
    
      | If we cannot raise additional     capital when needed, our ability to further expand our operations through     internal growth and acquisitions could be materially impaired | 
    
      | Increases in interest rates may negatively affect our earnings and the value     of our assets | 
    
      | Changes in interest rates may affect the level of our interest income, the     primary component of our gross revenue, as well as the level of our interest     expense, our largest recurring expenditure | 
    
      | In a period of rising interest     rates, our interest expense could increase in different amounts and at     different rates while the interest that we earn on our assets may not change     in the same amounts or at the same rates | 
    
      | Accordingly, increases in interest     rates could decrease our net interest income | 
    
      | In addition, an increase in     interest rates may decrease the demand for consumer and commercial credit,     including real estate loans, which would directly affect our asset growth     and related fee income | 
    
      | Changes in the level of interest rates also may negatively affect the value     of our assets and our ability to realize gains from the sale of our assets,     all of which will ultimately affect our earnings | 
    
      | A decline in the market value of our assets may limit our ability to borrow     additional funds or result in our lenders requiring additional collateral     from us under our loan agreements | 
    
      | As a result, we could be required to sell     some of our loans and investments under adverse market conditions, upon     terms that are not favorable to us, in order to maintain our liquidity | 
    
      | If     those  sales  are made at prices lower than the amortized costs of the     investments, we will incur losses | 
    
      | Our  loan  portfolio  includes  a substantial amount of commercial and     industrial loans which include risks that may be greater than the risks     related to residential loans | 
    
      | Commercial and industrial loans generally carry larger loan balances and     involve a greater degree of financial and credit risks than home equity     loans or residential mortgage loans | 
    
      | Any significant failure to pay on time     by our customers would hurt our earnings | 
    
      | The increased financial and credit     risk associated with these types of loans is a result of several factors,     including the concentration of principal in a limited number of loans and     borrowers,  the size of loan balances, the effects of general economic     conditions on income-producing properties and the increased difficulty of     evaluating  and  monitoring  these  types  of loans | 
    
      | In addition, when     underwriting  a  commercial or industrial loan, we may take a security     interest in commercial real estate and, in some instances upon a default by     the borrower, we may foreclose on and take title to the property, which may     lead to potential financial risk for us under applicable environmental laws | 
    
      | If hazardous substances were discovered on any of these properties, we may     be  liable  to governmental entities or third parties for the costs of     remediation of the hazard, as well as for personal injury and property     damage | 
    
      | Many environmental laws can impose liability regardless of whether     we knew of, or were responsible for, the contamination | 
    
      | Furthermore, the     repayment of loans secured by commercial real estate is typically dependent     upon the successful operation of the related real estate or commercial     project | 
    
      | This cash flow shortage may     result  in the failure to make loan payments | 
    
      | In addition, the nature of these     loans is such that they are generally less predictable and more difficult to     evaluate  and monitor | 
    
      | As a result, repayment of these loans may, to a     greater extent than residential loans, be subject to adverse conditions in     the real estate market or economy | 
    
      | If our allowance for loan losses is not     sufficient to cover actual loan losses, our earnings could decrease | 
    
      | 12     ______________________________________________________________________    [41]Table of Contents       Our loan customers may not repay their loans according to the terms of these     loans  and  the  collateral securing the payment of these loans may be     insufficient to assure repayment | 
    
      | We may experience significant loan losses, which could have a material     adverse  effect  on  our  operating  results | 
    
      | Management makes various     assumptions and judgments about the collectibility of our loan portfolio,     including the creditworthiness of our borrowers and the value of the real     estate and other assets serving as collateral for the repayment of many of     our loans | 
    
      | We maintain an allowance for loan losses in an attempt to cover     any loan losses which may occur | 
    
      | In determining the size of the allowance,     we  rely on an analysis of our loan portfolio based on historical loss     experience, volume and types of loans, trends in classification, volume and     trends  in delinquencies and non-accruals, national and local economic     conditions and other pertinent information | 
    
      | As we expand into new markets,     our determination of the size of the allowance could be understated due to     our lack of familiarity with market-specific factors | 
    
      | If our assumptions are wrong, our current allowance may not be sufficient to     cover future loan losses, and adjustments may be necessary to allow for     different economic conditions or adverse developments in our loan portfolio | 
    
      | Material  additions to our allowance would materially decrease our net     income | 
    
      | In addition, federal and state regulators periodically review our     allowance for loan losses and may require us to increase our provision for     loan  losses or recognize further loan charge-offs, based on judgments     different than those of our management | 
    
      | Any increase in our allowance for     loan losses or loan charge-offs as required by these regulatory agencies     could have a negative effect on our operating results | 
    
      | Competition  from  financial  institutions and other financial service     providers may adversely affect our profitability | 
    
      | The banking business is highly competitive and we experience competition in     each of our markets from many other financial institutions | 
    
      | We compete with     commercial banks, credit unions, savings and loan associations, mortgage     banking firms, consumer finance companies, securities brokerage firms,     insurance companies, money market funds and other mutual funds, as well as     other super-regional, national and international financial institutions that     operate offices in our primary market areas and elsewhere | 
    
      | We compete with these institutions both in attracting deposits and in making     loans | 
    
      | In addition, we have to attract our customer base from other existing     financial institutions and from new residents | 
    
      | Many of our competitors are     well-established  and  larger  financial  institutions | 
    
      | We may face a     competitive disadvantage as a result of our smaller size, lack of geographic     diversification and inability to spread our marketing costs across a broader     market and can give no assurance that our competitive strategy will be     successful | 
    
      | We are subject to extensive regulation that could limit or restrict our     activities | 
    
      | We operate in a highly regulated industry and are subject to examination,     supervision, and comprehensive regulation by various federal and state     agencies | 
    
      | Our compliance with these regulations is costly and restricts     certain of our activities, including payment of dividends, mergers and     acquisitions, investments, loans and interest rates charged, interest rates     paid  on  deposits  and  locations  of offices | 
    
      | We are also subject to     capitalization guidelines established by our regulators, which require us to     maintain adequate capital to support our growth | 
    
      | The laws and regulations applicable to the banking industry could change     from time to time and we cannot predict the effects of these changes on our     business and profitability | 
    
      | Because government regulation greatly affects     the business and financial results of all commercial banks and bank holding     companies, our cost of compliance could adversely affect our ability to     operate profitably | 
    
      | 13     ______________________________________________________________________    [42]Table of Contents       Risks associated with unpredictable economic and political conditions may be     amplified as a result of our limited market areas | 
    
      | Conditions such as inflation, recession, unemployment, high interest rates,     short money supply, scarce natural resources, international disorders,     terrorism and other factors beyond our control may adversely affect our     profitability | 
    
      | Because the majority of our borrowers are individuals and     businesses located and doing business in Georgia, our success will depend     significantly  upon the economic conditions in Georgia or metropolitan     Atlanta and the counties in which we maintain presence | 
    
      | Unfavorable economic     conditions in Georgia or metropolitan Atlanta may result in, among other     things, deterioration in credit quality or a reduced demand for credit and     may harm the financial stability of our customers | 
    
      | Due to our limited market     areas, these negative conditions may have a more noticeable effect on us     than would be experienced by a larger institution more able to spread these     risks of unfavorable local economic conditions across a large number of     diversified economies | 
    
      | We  depend on our ability to attract and retain key personnel; we rely     heavily on our management team, and the unexpected loss of key personnel may     adversely affect our operations | 
    
      | Our success to date has been influenced strongly by our ability to attract     and  to  retain senior management experienced in banking and financial     services | 
    
      | Retention of senior managers and appropriate succession planning     will  continue  to be critical to the successful implementation of our     strategies | 
    
      | It is also important as we grow to be able to attract and retain     additional qualified senior and middle management | 
    
      | We maintain a limited     number of key-man life insurance policies and maintain bank-owned life     insurance policies on most of our executive and senior officers to offset     liabilities under employment contracts | 
    
      | The unexpected loss of services of     any  key  management personnel, or the inability to recruit and retain     qualified personnel in the future, could have an adverse effect on our     business and financial results | 
    
      | If a significant number of borrowers, guarantors and related parties fail to     perform as required by the terms of their loans, we will sustain losses | 
    
      | A significant source of risk arises from the possibility that losses will be     sustained because borrowers, guarantors and related parties may fail to     perform  in  accordance with the terms of their loans | 
    
      | We have adopted     underwriting and credit monitoring procedures and credit policies, including     the  establishment and review of the allowance for credit losses, that     management believes are appropriate to minimize this risk by assessing the     likelihood of nonperformance, tracking loan performance, and diversifying     our  credit portfolio | 
    
      | These policies and procedures, however, may not     prevent unexpected losses that could have a material adverse effect on our     results of operations | 
    
      | Our status as a holding company makes us dependent on dividends from Flag     Bank to meet our obligations | 
    
      | We are a holding company and conduct almost all of our operations through     Flag Bank | 
    
      | We do not have any significant assets other than the stock of     Flag Bank | 
    
      | Accordingly, we depend on the cash flow of Flag Bank to meet our     obligations | 
    
      | Our right to participate in any distribution of earnings or     assets of Flag Bank is subject to the prior claims of creditors of Flag     Bank | 
    
      | Under federal and state law, Flag Bank is limited in the amount of     dividends that Flag Bank can pay to us without prior regulatory approval | 
    
      | Also, bank regulators have the authority to prohibit Flag Bank from paying     dividends if they think the payment would be an unsafe and unsound banking     practice | 
    
      | Our ability to pay dividends is limited and we may be unable to pay future     dividends | 
    
      | Our ability to pay dividends is limited by regulatory restrictions and the     need to maintain sufficient consolidated capital | 
    
      | The ability of Flag Bank     to pay dividends to us is limited by its obligation to maintain                                           14     ______________________________________________________________________    [43]Table of Contents       sufficient capital and by other general restrictions applicable to Georgia     banks and banks that are regulated by the FDIC If we fail to satisfy these     regulatory requirements, we will be unable to pay dividends on our common     stock | 
    
      | Failure to successfully execute our strategy could adversely affect our     performance | 
    
      | Our financial performance and profitability depend on our ability to execute     our corporate growth strategy | 
    
      | Continued growth may present operating and     other problems that could adversely affect our business, financial condition     and results of operations | 
    
      | Accordingly, there can be no assurances that we     will  be  able to execute our growth strategy or maintain the level of     profitability that we have recently experienced | 
    
      | Our internal operations are subject to a number of risks | 
    
      | We are subject to certain operations risks, including, but not limited to,     data processing system failures and errors, customer or employee fraud and     catastrophic failures resulting from terrorist acts or natural disasters | 
    
      | We     maintain a system of internal controls to mitigate against such occurrences     and maintain insurance coverage for such risks that are insurable, but     should such an event occur that is not prevented or detected by our internal     controls and uninsured or in excess of applicable insurance limits, it could     have a significant adverse impact on our business, financial condition or     results of operations | 
    
      | The trading volume in our common stock has been low and the future sale of     substantial amounts of our common stock in the public market could depress     the price of our common stock | 
    
      | The trading volume in our common stock on the Nasdaq National Market has     been relatively low when compared with larger companies listed on the Nasdaq     National  Market  or  national stock exchanges | 
    
      | We cannot say with any     certainty that a more active and liquid trading market for our common stock     will develop | 
    
      | Because of this, it may be more difficult for an investor to     sell a substantial number of shares for the same price at which he or she     could sell a smaller number of shares | 
    
      | We cannot predict the effect, if any,     that future sales of our common stock in the market, or the availability of     shares of common stock for sale in the market, will have on the market price     of our common stock | 
    
      | We, therefore, can give no assurance that sales of     substantial amounts of common stock in the market, or the potential for     sales of large amounts of common stock in the market, would not cause the     price of our common stock to decline or impair our future ability to raise     capital through sales of our common stock | 
    
      | There  is  fluctuation  in the trading market for our common stock and     investors may be unable to resell shares of our common stock at or above the     price paid for them | 
    
      | The price of our common stock has been, and will likely continue to be,     subject to fluctuations based on, among other things, economic and market     conditions for financial services companies and the stock market in general,     as well as changes in investor perceptions of our company | 
    
      | Our common stock is traded on the Nasdaq National Market under the symbol     “FLAG” The maintenance of an active public trading market depends, however,     upon the existence of willing buyers and sellers, the presence of which is     beyond our control or the control of any market maker, and there can be no     assurance that investors will be able to resell shares at or above the price     paid for them | 
    
      | The market price of our common stock could drop significantly     if shareholders sell or are perceived by the market as intending to sell     large blocks of our shares |