**EXHIBIT
4.2**
 
 **WARRANT
AGREEMENT AND FORM OF WARRANT**
 
 WARRANT
AGREEMENT (the "Agreement"), dated as of ____________, between FLAG FINANCIAL
CORPORATION, a Georgia corporation (the " Company "), and
_______(the " Holder ").
 
 WHEREAS,
the Company has agreed to issue to the Holder or its designee (each, a "Holder")
______ warrants (individually, a " Warrant " and
collectively, the " Warrants "), each
of which entitles the Holder thereof to purchase, upon the terms and subject to
the conditions contained in this Agreement and the Warrant Certificates (as
defined below), one share of the common stock of the Company, par value $1.00
per share (the " Common
Stock "),
subject to adjustment as provided in Section 9 hereof; and
 
 WHEREAS,
the Company will issue certificates evidencing the Warrants (the " Warrant
Certificates ") and
other matters as provided herein.
 
 NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereto agree as follows:
 
 SECTION
1. Warrant
Certificates . The
Warrant Certificate (and the Forms of Exercise, Assignment and Partial
Assignment) shall be substantially in the forms set forth in Exhibits A through
D, respectively, attached hereto, and may have such letters, numbers or other
marks of identification and such legends printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement.
 
 SECTION
2. Execution
and Countersignature of Warrant Certificates . The
Warrant Certificates shall be executed on behalf of the Company by its Chief
Executive Officer, President, Chief Financial Officer or Treasurer (each, a
" Company
Officer "). The
signature of any of these Company Officers on any Warrant Certificate may be
manual or facsimile.
 
 SECTION
3. Transfer,
Exchanges and Purchase by the Company . Subject
to Section 12, each Warrant shall be transferable, in whole or in part, upon
surrender of the Warrant Certificate to the Company together with a written
assignment of the Warrant Certificate, on the Form of Assignment or Partial
Assignment, as the case may be, set forth on the reverse thereof or in other
form satisfactory to the Company, duly executed by Holder, and together with
funds to pay any transfer taxes payable in connection with such transfer. Upon
such surrender and payment, a new Warrant Certificate, in the name of the
assignee and in the denomination or denominations specified in such instrument
of assignment, shall be issued and delivered. If less than all of a Warrant
Certificate is being transferred, a new Warrant Certificate or Certificates
shall be issued for the portion of the Warrant not being transferred. The
Warrant Certificate surrendered shall be canceled by the Company.
 
 SECTION
4. Duration
and Exercise of Warrants . The
Warrants shall expire at 5:00 p.m. Atlanta time ten years following the
date of issuance, provided , that if
such date falls on a day other than a Business Day, then the Warrants shall
expire at 5:00 p.m. Atlanta time on the next succeeding Business Day (such date
of expiration being herein referred to as the " Expiration
Date") . A
" Business
Day" shall
mean a day other than a Saturday, Sunday or a public or national bank holiday or
the equivalent for banks generally under the laws of the State of
Georgia.
 
 Each
Warrant may be exercised on any Business Day on or prior to 5:00 p.m. Atlanta
time on the Expiration Date. After 5:00 p.m. Atlanta time on the Expiration
Date, unexercised Warrants will become wholly void and of no value.
 
 Subject
to the provisions of this Agreement, each Holder shall have the right to
purchase from the Company (and the Company shall issue and sell to such Holder)
such number of fully paid and nonassessable shares of Common Stock to which this
Warrant relates at the exercise price (the " Exercise
Price ")
provided in Section 5 hereof at the time in effect hereunder, upon surrender the
Company of the Warrant Certificate evidencing such Warrant, with the form of
exercise attached hereto as Exhibit B (the " Exercise
Notice ") duly
completed and signed, and upon payment of the Exercise Price in lawful money of
the United States of America by certified or official bank check payable to the
order of the Company. The Exercise Price and the number of shares of Common
Stock purchasable upon exercise of a Warrant shall be subject to adjustment as
provided in Section 9. Except as provided in Section 9, no adjustment shall be
made for any cash dividends or other distributions on or in respect of the
Common Stock or other securities purchasable upon the exercise of a
Warrant.
 
 Upon
surrender of a Warrant Certificate and payment of the Exercise Price at the time
in effect hereunder in cash or by certified check or bank draft payable to the
order of the Company, the Company shall thereupon promptly cause to be issued
and shall deliver to or upon such Holder a certificate for the Common Stock
issuable upon the exercise of each Warrant evidenced by such Warrant
Certificate. Such certificate shall be deemed to have been issued and such
Holder shall be deemed to have become a holder of record of such shares of
Common Stock (a " Shareholder ") as of
the date of the surrender of such Warrant Certificate and payment of the
Exercise Price.
 
 All
shares of Common Stock issued upon exercise of the Warrants shall be duly and
validly authorized and issued, fully-paid and non-assessable, free and clear of
all liens, claims, charges or encumbrances created by or through the
Company.
 
 The Warrants
evidenced by a Warrant Certificate shall be exercisable, at the election of any
Holder, either as an entirety or from time to time for part only of the number
of Warrants evidenced by the Warrant Certificate. In the event that less than
all of the Warrants evidenced by a Warrant Certificate surrendered upon the
exercise of Warrants are exercised, a new Warrant Certificate or Certificates
shall be issued for the remaining number of Warrants evidenced by the Warrant
Certificate so surrendered.
 
 SECTION
5. Exercise
Price . The
initial Exercise Price for Warrants to be issued hereunder shall be ______ per
share of Common Stock and such initial exercise price shall be subject to
adjustment as provided in Section 9 hereof.
 
 SECTION
6. Payment
of Taxes . The
Company shall pay all documentary stamp taxes, if any, attributable to the
issuance of Warrants and the issuance of Common Stock upon the exercise of any
Warrant.
 
 SECTION
7. Mutilated
or Missing Warrant Certificates . In case
any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed,
the Company shall issue, in exchange and substitution for and upon cancellation
of the mutilated Warrant Certificate, or in lieu of and in substitution for the
Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like
tenor and representing an equivalent number of Warrants.
 
 SECTION
8. Reservation
of Common Stock . At all
times the Company will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued Common
Stock and Common Stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Common Stock upon the exercise of Warrants, the
maximum number of shares of Common Stock which are required to be delivered upon
the exercise of all outstanding Warrants.
 
 SECTION
9. Adjustment
of Exercise Price and Number and Kind of Securities Purchasable upon Exercise of
Warrants .
 
 (a) Stock
Dividends . In case
at any time the Company shall declare a dividend or make any other distribution
upon any stock of the Company which is payable in Common Stock or Convertible
Securities (as hereinafter defined), the Exercise Price in effect immediately
prior to such dividend or other distribution shall be proportionately reduced
and the number of shares of Common Stock issuable upon exercise of the Warrants
immediately prior to such dividend or other distribution shall be
proportionately increased. For purposes hereof, " Convertible
Securities " means
any evidences of indebtedness, shares of stock, or other securities directly or
indirectly convertible into or exchangeable for Common Stock.
 
 (b) Subdivision
or Combination of Stock . In case
the Company shall at any time subdivide the outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of shares
issuable upon exercise of the Warrants immediately prior to such subdivision
shall be proportionately increased, and conversely, in case the outstanding
shares of Common Stock shall be combined at any time into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination shall
be proportionately increased and the number of shares issuable upon exercise of
the Warrants immediately prior to such combination shall be proportionately
reduced.
 
 (c) Adjustments
for Consolidation, Merger, Sale of Assets, Reorganization, etc . In case
the Company (i) consolidates with or merges into any other corporation and
is not the continuing or surviving corporation of such consolidation or merger,
or (ii) permits any other corporation to consolidate with or merge into the
Company and the Company is the continuing or surviving corporation but, in
connection with such consolidation or merger, the Common Stock is changed into
or exchanged for stock or other securities of any other corporation or cash or
any other assets, or (iii) transfers all or substantially all of its
properties and assets to any other corporation, or (iv) effects a capital
reorganization or reclassification of the capital stock of the Company in such a
way that holders of Common Stock shall be entitled to receive stock, securities,
cash or assets with respect to or in exchange for Common Stock, then, and in
each such case, proper provision shall be made so that, upon the exercise of the
Warrants at any time after the consummation of such consolidation, merger,
transfer, reorganization or reclassification, each Holder shall be entitled to
receive (at the aggregate Exercise Price in effect for shares issuable upon such
exercise of the Warrants immediately prior to such consummation), in lieu of
shares issuable upon such exercise of the Warrants prior to such consummation,
the stock and other securities, cash and assets to which such Holder would have
been entitled upon such consummation if such Holder had so exercised such
Warrants immediately prior thereto (subject to adjustments subsequent to such
corporate action as nearly equivalent as possible to the adjustments provided
for in this Section 9).
 
 (d) Notice
of Adjustment .
Whenever the number of shares issuable upon the exercise of the Warrants or the
Exercise Price is adjusted, as provided in this Section 9, the Company shall
prepare and mail to each Holder a certificate setting forth (i) the
Exercise Price and the number of shares issuable upon the exercise of the
Warrants after such adjustment, (ii) a brief statement of the facts
requiring such adjustment and (iii) the computation by which such
adjustment was made.
 
 (e) No
Change of Warrant Necessary .
Irrespective of any adjustment in the Exercise Price or in the number or kind of
shares issuable upon exercise of the Warrants, unless the Holders of a majority
of Warrants otherwise request, the Warrants may continue to express the same
price and number and kind of shares as are stated in the Warrants as initially
issued.
 
 (f) Treasury
Shares . The
number of shares of Common Stock outstanding at any given time shall not include
shares of Common Stock owned or held by or for the account of the Company. The
disposition of any shares of Common Stock owned or held by or for the account of
the Company shall be considered an issue of Common Stock for the purposes of
this Section 9.
 
 (g) Certain
Adjustment Rules .
 
 (i) The
provisions of this Section 9 shall similarly apply to successive
transactions.
 
 (ii) If the
Company shall declare any dividend referred to in Section 9(a) and if any Holder
exercises all or any part of the Warrants after such declaration but before the
payment of such dividend, the Company may elect to defer, until the payment of
such dividend, issuing to such Holder the shares issuable upon such exercise of
the Warrants over and above the shares issuable upon such exercise of the
Warrants on the basis of the Exercise Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to each such Holder a due bill
or other appropriate instrument evidencing such Holder's right to receive such
additional shares upon the payment of such dividend.
 
 (iii) If the
Company shall declare any dividend referred to in Section 9(a), and shall
legally abandon such dividend prior to payment, then no adjustment shall be made
pursuant to this Section 9 in respect of such declaration.
 
 SECTION
10. Fractional
Shares of Common Stock . The
Company will not issue fractions of shares of Common Stock or distribute Common
Stock certificates which evidence fractions of shares upon the exercise of the
Warrants; in lieu of fractional shares of Common Stock the Company shall make a
cash payment therefor equal in amount to the product of the applicable fraction
multiplied by the fair value (as determined by the Board of Directors of the
Company, determined in good faith) as of the date such fractional shares would
have been issued.
 
 SECTION
11. Restrictions
on Transferability .
 
 The
Warrants and the Warrant Shares have not been registered under the Securities
Act. The Warrant Certificates and the shares of capital stock of the Company
issuable upon exercise of the Warrants shall not be transferable except upon the
conditions specified in this Section 11, which conditions are intended to ensure
compliance with the provisions of the Securities Act in respect of the transfer
of any Warrant Certificate or any shares of capital stock issuable upon exercise
of the Warrants.
 
 (a) Restrictive
Legend; Holder's Representation . Unless
and until otherwise permitted by this Section 11, each certificate representing
shares of capital stock issuable upon exercise of the Warrants, and any
certificate issued at any time upon transfer of, or in exchange for or
replacement of, any certificate bearing the legend set forth below shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
 
 "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND,
ACCORDINGLY, THE TRANSFER, RESALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY
ONLY BE MADE, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR A VALID EXEMPTION THEREFROM AND IN
COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AND BY DELIVERY OF AN
OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE COMPANY THAT THERE IS SUCH AN
EXEMPTION.
 
 THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED AS OF _________________,
BETWEEN THE HOLDER AND THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED
UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY."
 
 So long
as the Warrants or the Warrant Shares are "restricted securities" within the
meaning of the Securities Act and the regulations promulgated thereunder, each
Holder represents to the Company that he or she is acquiring the Warrants and
will acquire the Warrant Shares for his or her own account and not with a view
to any public distribution thereof, subject to any requirement of law that the
disposition of such securities shall at all times be within the control of the
owner thereof. The acquisition of any Warrants or Warrant Shares by any Holder
shall constitute such Holder's reaffirmation of such representation. Each Holder
understands that the Warrants and the Warrant Shares have not been registered
under the Securities Act and may only be sold or otherwise disposed of in
compliance with the Securities Act. Each Holder by its acceptance of such
security further understands that such security may bear a legend as
contemplated by this Section 11.
 
 (b) Termination
of Restrictions .
Notwithstanding the foregoing provisions of this Section 11, the restrictions
imposed by this Section 11 upon the transferability of the Warrant Certificates
and the Warrant Shares shall cease and terminate as to any particular Warrant
Certificate or Warrant Shares when, (i) such Warrant Certificate or Warrant
Shares shall have been effectively registered under the Securities Act and sold
by any Holder in accordance with such registration or (ii) in the opinion of
counsel for such Holder, if such opinion is satisfactory in form and substance
to the Company, such restrictions are no longer required in order to insure
compliance with the Securities Act. If and whenever the restrictions imposed by
this Section 11 shall terminate as to a Warrant Certificate (or to any Warrant
Shares) as hereinabove provided, such Holder may and the Company shall, as
promptly as practicable upon the request of such Holder and at the Company's
expense, cause to be stamped or otherwise imprinted upon such Warrant
Certificate or such shares of capital stock a legend in substantially the
following form:
 
 "The
restrictions on transferability of this [these] [Warrant Certificate/securities]
terminated on ____________________, and are of no further force or
effect."
 
 All
Warrant Certificates issued upon transfer, division or combination of, or in
substitution for, any Warrant Certificate or Warrant Certificates entitled to
bear such legend shall have a similar legend endorsed thereon. Whenever
restrictions imposed by this Section 11 shall terminate as to any Warrant
Certificate or as to any shares of capital stock, as hereinabove provided, each
Holder shall be entitled to receive from the Company without expense, a new
Warrant Certificate or new shares of capital stock not bearing the restrictive
legend set forth in subsection (a) of this Section 11.
 
 SECTION
12. Notice . Any
notice, demand, request, instruction or other communication which any party
hereto may be required or may desire to give shall be deemed to have been
properly given (a) if by hand delivery, telecopy, telex or other facsimile
transmission, upon delivery to such party at the address, telecopier or telex
number specified below; (b) if by registered or certified mail, on the fifth
Business Day after the day deposited with the United States Postal Service,
postage prepaid, return receipt requested, addressed to such party at the
address specified below; or (c) if by Federal Express or other reputable express
mail service, on the next Business Day after delivery to such express mail
service, addressed to such party at the following address:
 
 To the
Company, at:
 
 FLAG
Financial Corporation
 3475
Piedmont Road, NE
 Suite
550
 Atlanta,
GA 30305
 Attention:
Chief Financial Officer
 Fax:  (404)
760-7710
 
 To the
Holder, at the address indicated on the Holder’s Subscription Agreement relating
to the Warrants
 
 or to
such other address, telex, telecopier, or other facsimile transmission number as
the party to be served with notice may have furnished in writing to the party
seeking or desiring to serve notice as a place or number for the service of
notice.
 
 SECTION
13. Identity
of Transfer Agent .
Forthwith upon the appointment of any subsequent transfer agent for the Common
Stock, or any other shares of the Company's capital stock issuable upon the
exercise of the Warrants, the Company will provide to each Holder a statement
setting forth the name and address of such subsequent transfer
agent.
 
 SECTION
14. Supplements
and Amendments . Any
term, covenant, agreement or condition contained in this Agreement may be
amended, or compliance therewith may be waived (either generally or in a
particular instance and either retroactively or prospectively), by a written
instrument signed by the Company and the Holders of more than fifty percent
(50%) of the outstanding Warrants, provided, however, that any amendment,
modification or waiver of the rights and obligations of the Holders of the
Warrants which are not applicable to all such Holders *pari
passu* may be
amended, modified or waived only with the written consent of the adversely
affected Holder or Holders of such Warrants.
 
 SECTION
15. No
Rights as Shareholders . Nothing
contained in this Agreement or in any of the Warrant Certificates shall be
construed as conferring upon any Holder any rights of a Shareholder, including
without limitation, the right to vote, to receive dividends or to consent to, or
receive notice as a Shareholder in respect of, any meeting of Shareholders for
the election of directors of the Company or for any other matter.
 
 SECTION
16. Successors . All the
covenants and provisions of this Agreement by or for the benefit of the Company
and each Holder shall bind and inure to the benefit of their respective
successors and assigns hereunder.
 
 SECTION
17. Termination . This
Agreement shall terminate and be of no further force and effect at, and no
Warrant may be exercised after, 5:00 p.m. Atlanta time on the Expiration Date
provided for in Section 4 of this Agreement. Notwithstanding the foregoing, this
Agreement will terminate on any earlier date when the Warrants have been
exercised and no Warrants remain outstanding.
 
 SECTION
18. Governing
Law; Jury Waiver . This
Agreement and each Warrant issued hereunder shall be deemed to be a contract
made under the laws of the State of Georgia, without regard to the conflict of
law principles thereof, and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.
 
 SECTION
19. Benefits
of this Agreement; Rights of Action . Nothing
in this Agreement shall be construed to give to any person or corporation other
than the Company and each Holder any legal or equitable right, remedy or claim
under this Agreement; and this Agreement shall be for the sole and exclusive
benefit of the Company and each Holder.
 
 SECTION
20. Damages . The
Company recognizes and agrees that each Holder will not have an adequate remedy
if the Company fails to comply with the terms of this Agreement and the Warrant
Certificates and that damages will not readily be ascertainable, and the Company
expressly agrees that, in the event of such failure, such Holder shall be
entitled to specific performance of any and all provisions of the Warrant or
this Agreement and to enjoin the Company from continuing to commit any such
breach of the terms of the Warrant or this Agreement.
 
 SECTION
21. Counterparts . This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
 
 SECTION
22. Headings . The
headings used in this Agreement are inserted for convenience only and neither
constitute a portion of this Agreement nor in any manner affect the construction
of the provisions of this Agreement.
 
 SECTION
23. Severability . If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
 
 
 
 IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.
 
 FLAG
FINANCIAL CORPORATION
 
 
 By: 
______________________________________________
 Authorized
Signatory
 
 
 
 HOLDER:
 
 
 __________________________________________________
 Signature
 
 
 Print
Name
 
 
   
   EXHIBIT A
TO THE
 WARRANT
AGREEMENT
 
 FORM OF
WARRANT
 
 **THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND,
ACCORDINGLY, THE TRANSFER, RESALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY
ONLY BE MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR A VALID EXEMPTION THEREFROM AND IN
COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AND BY DELIVERY OF AN
OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE COMPANY THAT THERE IS SUCH AN
EXEMPTION.**
 
 **THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED AS OF ________________,
BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.**
 
 **EXERCISABLE
ONLY ON OR BEFORE 5:00 P.M.** **EASTERN
TIME**
 **_________,
_______**
 
 
 No.
    Warrants
 
 **WARRANT
CERTIFICATE**
 **FLAG
FINANCIAL CORPORATION**
 
 This
Warrant Certificate certifies that _____________or registered assigns, is the
registered holder (the “ Holder ”) of
______________________ Warrants (the “ Warrants ”)
expiring _________, _____ to purchase common stock of FLAG FINANCIAL
CORPORATION, a Georgia corporation (the “ Company ”). Each
Warrant entitles the Holder to purchase from the Company, on or before 5:00 p.m.
Eastern time on ____________, ____ one fully paid and nonassessable share of
common stock of the Company (“Common Stock”), at the exercise price (the
“ Exercise
Price ”) at the
time in effect under the Warrant Agreement (as hereinafter defined), payable in
lawful money of the United States of America, upon surrender of this Warrant
Certificate and (i) payment of such Exercise Price to the Company, or (ii)
certification that such holder has elected the Cashless Exercise Option (as such
term is defined in the Warrant Agreement), but only subject to the conditions
set forth herein and in the Warrant Agreement; provided , however , that
the number or kinds of shares of Common Stock or other securities (or in certain
events other property) purchasable upon exercise of the Warrants and the
Exercise Price referred to herein may as of the date of this Warrant Certificate
have been, or may after such date be, adjusted as a result of the occurrence of
certain events, as more fully provided in the Warrant Agreement. If the Holder
does not elect the Cashless Exercise Option, payment of the Exercise Price shall
be made by certified or official bank check payable to the order of the
Company.
 
 No
Warrant may be exercised after 5:00 p.m. Eastern time on ____________, ______
(the “ Expiration  Date ”). After
the Expiration Date, this Warrant will become wholly void and of no
value.
 
 The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants prusuant to a Warrant Agreement, dated as of ____________,
_____ (the “ Warrant
Agreement ”), duly
executed and delivered by the Company, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Company and Holder. Initially
capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Warrant Agreement. A copy of the Warrant Agreement is
available for inspection at the Company during regular business
hours.
 
 Warrants
may be exercised to purchase shares of Common Stock from the Company at any
time, or from time to time on or after the date hereof and on or before the
Expiration Date, at the Exercise Price then in effect. The Holder may exercise
the Warrants represented by this Warrant Certificate by surrendering the Warrant
Certificate with the Form of Exercise set forth hereon properly completed and
executed, together with (i) payment of Exercise Price at the time in effect, or
(ii) certification of the Cashless Exercise Option to the Company. In the event
that an exercise of Warrants evidenced hereby shall be an exercise of less than
the total number of Warrants evidenced hereby, there shall be issued to Holder
or Holder’s assignee a new Warrant Certificate evidencing the number of Warrants
not exercised. No adjustment will be made for any dividends on any shares of
Common Stock issuable upon exercise of this Warrant.
 
 The
Warrant Agreement provides that upon the occurrence of certain events the
Exercise Price may, subject to certain conditions, be adjusted. If the Exercise
Price is adjusted, the Warrant Agreement provides that the number of shares of
Common Stock purchaseable upon the exercise of each Warrant shall be
adjusted.
 
 The
Company will not issue fractions of shares of Common Stock or any certificates
that evidence fractional shares of Common Stock. In lieu of fractional shares of
Common Stock, the Company shall make a cash payment therefor equal in amount to
the product of the applicable fraction multiplied by the Current Market Price
then in effect, unless other provisions are agreed upon by the
parties.
 
 Subject
to the terms and conditions contained in the Warrant Agreement, the Warrants
represented by this Warrant Certificate are transferable, in whole or in part,
upon surrender of this Warrant Certificate to the Company, together with a
written assignment of the Warrant on the Form of Assignment or Partial
Assignment, as the case may be, set forth hereon or in other form satisfactory
to the Company, duly executed by Holder or Holder’s duly appointed legal
representative, and together with funds to pay any transfer taxes payable in
connection with such transfer. Upon such surrender and payment, a new Warrant
Certificate shall be issued and delivered in the name of the assignee and in the
demoninatin or demoninations specified in such instrument of assignment. If less
than all the Warrants represented by this Warrant Certificate are being
transferred, a new Warrant Certificate or Certificates shall be issued for the
portion of this Warrant Certificate not being transferred.
 
 This
Warrant Certificate may be divided or combined with other Warrant Certificates
upon surrender hereof to the Company, together with a written notice specifying
the names and denominations in which new Warrant Certificates are to be issued,
signed by the Holder or Holder’s duly appointed legal representative, and
together with the funds to pay any transfer taxes payable in connection with
such transfer. Upon such surrender and payment a new Warrant Certificate or
Certificates shall be issued and delivered in accordance with such
notice.
 
 The
Company shall make no service or other charge in connection with any such
transfer or exchange of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, any distribution to Holder hereof, and for all other
purposes.
 
 The
Warrant Certificate and the Warrant Agreement shall be governed by the laws of
the State of Georgia.
 
 IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed under its corporate seal.
 
 **FLAG
FINANCIAL CORPORATION**
 
 
 
 By: 
_____________________________
 Name: 
___________________________
 Title: 
____________________________
 
 
 Dated:
________________, _____
 
 
 
 
 
   
   EXHIBIT B
TO THE
 WARRANT
AGREEMENT
 
 [FORM OF
EXERCISE]
 
 [To be
executed upon exercise of Warrant]
 
 The
undersigned (the "Holder") hereby irrevocably elects to exercise the right,
represented by FLAG Financial Corporation Warrant Certificate No. W-____, to
purchase __________ shares of FLAG Financial Corporation in the amount of
$____________ in accordance with the terms hereof. The undersigned requests that
a certificate for such Common Stock be registered in the name of
_______________________________________________ (insert social security or other
identifying number) whose address is _______________________________________. If
said number of ________ shares of Common Stock is less than all of the shares of
Common Stock purchasable under FLAG Financial Corporation Warrant Certificate
No. W-_________, Holder requests that a new Warrant Certificate representing the
remaining balance of the shares of Common Stock be registered in the name of
Holder and that such Warrant Certificate be delivered to ________________ whose
address is __________.
 
 
 Dated:
_____________________________
 
 Signature: 
________________________________
 (Signature
must conform in all respects to
 name of
Holder as specified on the face of
 the
Warrant Certificate.)
 
 ____________________________________
 (insert
Social Security or
 Taxpayer
Identification
 Number of
Holder)
 
 Signature
Guaranteed:
 
 
 _____________________________________
 
 
 
   
   EXHIBIT C
TO THE
 WARRANT
AGREEMENT
 
 [FORM OF
ASSIGNMENT]
 
 (To be
executed to transfer the Warrant Certificate)
 
 FOR VALUE RECEIVED ________________________________________________ hereby
sells, assigns and transfers unto ___________ _____________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_________________ (print name and address of transferee) the Warrants
represented by FLAG Financial Corporation Warrant Certificate No. W-___________
together with all right, title and interest evidenced thereby, and does hereby
irrevocably constitute and appoint ______________, attorney, to transfer the
said Warrants on the books of FLAG Financial Corporation, with full power of
substitution.
 
 Dated:
_____________________________
 
 Signature:
 (Signature
must conform in all respects to
 name of
Holder as specified on the face of
 the
Warrant Certificate.)
 
 ____________________________________
 (insert
Social Security or
 Taxpayer
Identification
 Number of
Holder)
 
 Signature
Guaranteed:
 
 
 _____________________________________
 
 
 
 
 
   
   EXHIBIT D
TO THE
 WARRANT
AGREEMENT
 
 [FORM OF
PARTIAL ASSIGNMENT]
 
 (To be
executed to transfer the Warrant Certificate)
 
 
 FOR VALUE
RECEIVED _________________________________________________ (the "Holder") hereby
sells, assigns and transfers unto _________________________________
_______________ (print name and address of transferee) _______________________
Warrants represented by FLAG Financial Corporation Warrant Certificate No.
W-____________, together with all right, title and interest evidenced thereby,
and does hereby irrevocably constitute and appoint _________________________
attorney, to transfer said Warrants on the books of FLAG Financial Corporation,
with full power of substitution. Holder requests that a new Warrant Certificate
representing the remaining balance of Warrants represented by FLAG Financial
Corporation Warrant Certificate No. W-_____________ be registered in the name of
Holder and that such Warrant Certificate be delivered to
______________________________________ whose address is
_______________________________________________________________.
 
 
 Dated:
_____________________________
 
 Signature: 
______________________________
 (Signature
must conform in all respects to
 name of
Holder as specified on the face of
 the
Warrant Certificate.)
 
 ____________________________________
 (insert
Social Security or
 Taxpayer
Identification
 Number of
Holder)
 
 Signature
Guaranteed:
 
 
 ________________________________________