AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is made as of the 1st day of January, 2001 (the "Effective
Date"), between FLAG Financial Corporation, a Georgia corporation ("FLAG"); FLAG
Bank, a bank subsidiary of FLAG (the "Bank") (collectively, the "Employer"); and
Charles  O.  Hinely,  a  resident  of  the  State  of  Georgia (the "Employee").

                                    RECITALS:

     The  Employer  employs  the  Employee,  respectively, as the Executive Vice
President  and  Chief  Operating Officer of FLAG and as Executive Vice President
and  Chief  Operating  Officer  of  the  Bank  under  the  terms of that certain
Employment  Agreement  dated  April  1,  1999  (the  "Employment  Agreement").

     The  Employer  and  Employee  desire  to  amend  and restate the Employment
Agreement  on  the  terms  and  conditions  set  forth  herein.

     In  consideration  of  the  above  premises  and  the  mutual  agreements
hereinafter  set  forth,  the  parties  hereby  agree  as  follows:

1.  DEFINITIONS.  Whenever used in this Agreement, the following terms and their
    -----------
variant  forms  shall  have  the  meaning  set  forth  below:

     1.1     "Agreement" shall mean this Agreement and any exhibits incorporated
              ----------
herein  together with any amendments hereto made in the manner described in this
Agreement.

     1.2     "Affiliate"  shall  mean any business entity which controls FLAG or
              ---------
is  controlled  by  or  is  under  common  control  with  FLAG.

     1.3     "Area"  shall  mean  the  geographic  area within the boundaries of
              ----
Crisp,  Troup,  Dooly,  Macon  and Telfair Counties, Georgia.  It is the express
intent  of  the parties that the Area as defined herein is in the area where the
Business  of  the  Employer  is  conducted  as  of  the  Effective  Date.

     1.4     "Average  Monthly Compensation"  shall mean the quotient determined
              -----------------------------
(a)  by  dividing the sum of the Employee's then current Base Salary (as defined
below)  and  most recently paid Incentive Compensation (as defined below) (b) by
twelve.

     1.5     "Bank"  shall  mean  FLAG  Bank  or  its  successor(s).
              ----

     1.6     "Business of the Employer" shall mean the business conducted by the
              ------------------------
Employer,  which  is the business of banking, including the solicitation of time
and  demand  deposits  and  the  making of residential, consumer, commercial and
corporate  loans.

     1.7.     "Cause"  shall  mean:
               -----


<PAGE>
          1.7.1     With  respect  to  termination  by  the  Employer:

          (a)  A material breach of the terms of this Agreement by the Employee,
     including,  without  limitation,  failure  by  the  Employee to perform the
     Employees'  duties  and  responsibilities  in  the manner and to the extent
     required  under  this  Agreement,  which  breach  remains uncured after the
     expiration  of thirty (30) days following the delivery of written notice of
     such  breach  to  the  Employee  by  the  Employer;

          (b)  Conduct  by  the Employee that (i) constitutes fraud, dishonesty,
     gross  malfeasance  of  duty  or  conduct  grossly  inappropriate  to  the
     Employee's  office  and  (ii)  is  demonstrably  likely to lead to material
     injury  to  the Employer or resulted or was intended to result in direct or
     indirect gain to or personal enrichment of the Employee; provided, however,
     that such conduct shall not constitute "Cause" unless there shall have been
     delivered  to  the Employee a written notice setting forth with specificity
     the  reasons  that  the  Employer believes the Employee's conduct meets the
     standard  set  forth in this Section 1.7.1(b), the Employee shall have been
     provided  with  an  opportunity  to  be  heard  in  person  by the Board of
     Directors  of FLAG (with the assistance of counsel, if desired) and, in the
     event  of  any such hearing, the decision of the Employer is evidenced by a
     resolution  adopted  by two-thirds of the members of the Board of Directors
     of  FLAG  after  the  hearing;

          (c)  Conduct  resulting in the conviction of the Employee of a felony;
     or

          (d) Conduct by the Employee that results in the permanent removal from
     the  Employee's  position  as  an  officer  or employee of FLAG or the Bank
     pursuant  to  a  written  order  by any regulatory agency with authority or
     jurisdiction  over  FLAG  or  the  Bank,  as  the  case  may  be.

          1.7.2     With  respect  to  termination  by  the  Employee:

          (a)  a  material diminution in the powers, responsibilities, duties or
     total  compensation  of  the  Employee  hereunder  by  the  Employer, which
     condition  remains  uncured  after  the  expiration  of  thirty  (30)  days
     following  the delivery of written notice of such condition to the Employer
     by  the  Employee;  or

          (b)  a material breach of the terms of this Agreement by the Employer,
     which  breach  remains  uncured  after  the  expiration of thirty (30) days
     following  the delivery of written notice of such breach to the Employer by
     the  Employee.

     1.8     "Employer  Information"  means  Confidential  Information and Trade
              ---------------------
Secrets.

     1.9     "Confidential  Information"  means data and information relating to
              -------------------------
the  Business  of  the  Employer  (which  does not rise to the status of a Trade
Secret)  which is or has been disclosed to the Employee or of which the Employee
became  aware  as a consequence of or through the Employee's relationship to the
Employer  and  which has value to the Employer and is not generally known to its
competitors.  Without  limiting  the  foregoing,  Confidential Information shall
include:


                                        2
<PAGE>
          (a)  all  items  of  information  that  could be classified as a trade
     secret  pursuant  to  Georgia  law;

          (b)  the names, addresses and banking requirements of the customers of
     the  Bank  and  the nature and amount of business done with such customers;

          (c)  the  names and addresses of employees and other business contacts
     of  the  Bank;

          (d)  the particular names, methods and procedures utilized by FLAG and
     the  Bank  in  the  conduct  and  advertising  of  their  business;

          (e)  application,  operating  system, communication and other computer
     software  and  derivatives  thereof, including, without limitation, sources
     and  object  codes,  flow  charts,  coding sheets, routines, subrouting and
     related  documentation  and  manuals  of  FLAG  and  the  Bank;  and

          (f)  marketing  techniques,  purchasing information, pricing policies,
     loan policies, quoting procedures, financial information, customer data and
     other  materials  or  information  relating  to  the Bank's manner of doing
     business.

Confidential Information shall not include any data or information that has been
voluntarily  disclosed  to  the public by the Employer (except where such public
disclosure has been made by the Employee without authorization) or that has been
independently  developed  and  disclosed by others, or that otherwise enters the
public  domain  through  lawful  means.

     1.10     "Change  in  Control"  means  any  one  of  the  following  events
               -------------------
occurring  after  the  Effective  Date:

          (a)  the acquisition by any person or persons acting in concert of the
     then  outstanding voting securities of FLAG, if, after the transaction, the
     acquiring  person  (or  persons) owns, controls or holds with power to vote
     twenty-five percent (25%) or more of any class of voting securities of FLAG
     or  such  other  transaction  as  may  be described under 12 C.F.R. Section
     225.41(c)  or  any  successor  thereto;

          (b)  within  any  twelve-month  period  (beginning  on  or  after  the
     Effective  Date)  the persons who were directors of FLAG immediately before
     the beginning of such twelve-month period (the "Incumbent Directors") shall
     cease  to  constitute  at  least  a  majority  of  such board of directors;
     provided  that any director who was not a director as of the Effective Date
     shall be deemed to be an Incumbent Director if that director was elected to
     such  board  of  directors  by,  or  on  the  recommendation of or with the
     approval  of,  at  least  two-thirds of the directors who then qualified as
     Incumbent  Directors;  and  provided further that no director whose initial
     assumption of office is in connection with an actual or threatened election
     contest  (as  such  terms  are  used  in  Rule  14a-11  of  Regulation  14A
     promulgated  under  the  Securities  Exchange  Act of 1934) relating to the
     election  of  directors  shall  be  deemed  to  be  an  Incumbent Director;


                                        3
<PAGE>
          (c)  the  approval  by  the  stockholders of FLAG of a reorganization,
     merger  or  consolidation,  with  respect  to  which  persons  who were the
     stockholders  of  FLAG  immediately prior to such reorganization, merger or
     consolidation  do  not, immediately thereafter, own more than fifty percent
     (50%)  of  the  combined  voting  power entitled to vote in the election of
     directors  of  the  reorganized,  merged  or  consolidated  company's  then
     outstanding  voting  securities;  or

          (d)  the  sale,  transfer or assignment of all or substantially all of
     the  assets  of  FLAG  and  its  subsidiaries  to  any  third  party.

     1.11     "Initial  Term"  shall  mean that period of time commencing on the
               -------------
Effective  Date  and  running  until  the  day  immediately  preceding the third
anniversary  of  the  Effective  Date.

     1.12     "Permanent  Disability"  shall mean a condition for which benefits
               ---------------------
would  be payable under any long-term disability coverage (without regard to the
application of any elimination period requirement) then provided to the Employee
by the Bank or, if no such coverage is then being provided, the inability of the
Employee  to  perform  the  material aspects of the Employee's duties under this
Agreement  for  a  period  of  at  least  180 consecutive days as certified by a
physician  chosen  by  the  Employee  and reasonably acceptable to the Employer.

     1.13.     "Term" shall mean the term of this Agreement and shall consist of
                ----
the  Initial  Term; provided, however, that the Initial Term shall automatically
renew  each  day  after the Effective Date so that the Term remains a three-year
term  until either party provides written notice to the other of the intent that
the  automatic renewals shall cease, in which case, the Term shall expire on the
third  anniversary  of  the  date  of  the  written  notice  so  provided.

     1.14     "Trade  Secrets"  means information including, but not limited to,
               --------------
technical  or  nontechnical  data,  formulas,  patterns, compilations, programs,
devices,  methods,  techniques,  drawings,  processes, financial data, financial
plans,  product  plans  or  lists  of actual or potential customers or suppliers
which  (a) derives economic value, actual or potential, from not being generally
known  to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use; and (b) is the subject
of  efforts that are reasonable under the circumstances to maintain its secrecy.

2.  DUTIES.
    ------

     2.1     The  Employee  shall  perform and discharge well and faithfully the
authority,  duties  and  responsibilities  which may be assigned to the Employee
from  time  to time by the Chief Executive Officer of the Employer in connection
with  the  conduct  of the Business of the Employer; provided, however, that, in
making its assignments, the Chief Executive Officer of the Employer shall assign
only  such  authority, duties and responsibilities assigned to the Employee from
time  to  time  as  are,  in  the  aggregate,  consistent  with  the  duties and
responsibilities  as  would  be customarily assigned to a person occupying a the
positions  held  by  the  Employee  pursuant  to  the  terms  of this Agreement,
including,  but  not  limited  to, those set forth on Exhibit A attached hereto.


                                        4
<PAGE>
     2.2     In  addition  to  the  duties  and  responsibilities  specifically
assigned  to  the  Employee  pursuant to Section 2.1 hereof, the Employee shall:
(a)  devote  substantially  all  of the Employee's time, energy and skill during
regular  business  hours  to  the  performance  of  the duties of the Employee's
employment  (reasonable  vacations  and  reasonable  absences  due  to  illness
excepted)  and  faithfully and industriously perform such duties; (b) diligently
follow  and  implement all management policies and decisions communicated to the
Employee  by  the  Chief  Executive Officer of the Employer which are consistent
with  this  Agreement; and (c) timely prepare and forward to the Chief Executive
Officer  of  the  Employer all reports and accounting as may be requested of the
Employee.

     2.3     The  Employee  shall  devote  the  Employee's entire business time,
attention  and energies to the Business of the Employer and shall not during the
term  of this Agreement be engaged (whether or not during normal business hours)
in  any other business or professional activity, whether or not such activity is
pursued  for  gain,  profit  or other pecuniary advantage; but this shall not be
construed  as preventing the Employee from (a) investing the Employee's personal
assets  in businesses which (subject to clause (b) below) are not in competition
with the Business of the Employer and which will not require any services on the
part  of  the Employee in their operation or affairs and in which the Employee's
participation  is solely that of an investor, (b) purchasing securities or other
interests  in  any  entity  provided  that such purchase shall not result in the
Employee's  collectively  owning  beneficially  at any time five percent (5%) or
more  of  the equity securities of any business in competition with the Business
of  the  Employer  and  (c)  participating in civic and professional affairs and
organizations  and  conferences,  preparing  or  publishing  papers  or books or
teaching  so  long as the Board of Directors of FLAG approves of such activities
prior  to  the  Employee's  engaging  in  them.

3.  TERM  AND  TERMINATION.
    ----------------------

     3.1     Term.     This  Agreement  shall  remain  in effect for the Term or
             ----
until  a  termination  of  this Agreement prior to the expiration of the Term in
accordance  with  the  remaining  provisions  of  this  Section.

     3.2     Termination.  During the Term, the employment of the Employee under
             -----------
this  Agreement  may  be  terminated  only  as  follows:

          3.2.1     By  the  Employer:

               (a)  For Cause, following approval of such action by at least 75%
          of  the  membership  of  the Board of Directors of FLAG and only after
          providing  Employee with at least thirty (30) days' written notice, in
          which  event  the  Employer  shall  have  no further obligation to the
          Employee  except  for  the  payment  of  any amounts payable as of the
          effective  date  of  termination;  or

               (b)  Without  Cause at any time, provided that the Employer shall
          give  the Employee sixty (60) days' prior written notice of its intent
          to  terminate,  in  which event the Employer shall be required to meet
          its  obligations  to  the  Employee  under  Section  3.3  below.


                                        5
<PAGE>
          3.2.2     By  the  Employee:

               (a) For Cause, with no prior notice except as provided in Section
          1.7.2,  in  which  event  the  Employer  shall be required to meet its
          obligations  to  the  Employee  under  Section  3.3  below;  or

               (b)  Without  Cause,  provided  that  the Employee shall give the
          Employer  sixty  (60)  days'  prior  written  notice of the Employee's
          intent to terminate, in which event the Employer shall have no further
          obligation  to  the Employee except for payment of any amounts payable
          as  of  the  effective  date  of  the  termination.

          3.2.3  By  the  Employee within the period commencing three (3) months
     prior  to  and  ending  twelve (12) months after a Change in Control of the
     Employer  (the  "Election  Period"),  provided that the Employee shall give
     thirty  (30) days written notice prior to the end of the Election Period to
     the  Employer  of  the Employee's intention to terminate this Agreement, in
     which  event  the Employer shall be required to meet its obligations to the
     Employee  under  Section  3.3  below.

          3.2.4  At  any  time upon mutual, written agreement of the parties, in
     which  event  the Employer shall have no further obligation to the Employee
     except  for  the payment of any amounts payable as of the effective date of
     the  termination.

          3.2.5  Notwithstanding anything in this Agreement to the contrary, the
     Term  shall  expire  automatically  upon  the Employee's death or Permanent
     Disability, in which event the Employer shall have no further obligation to
     the  Employee  except  for  the  payment  of  any amounts payable as of the
     effective  date  of  termination  and, if the reason for termination is the
     Employee's  Permanent Disability, the Employer shall pay to the Employee as
     liquidated damages an amount equal to Average Monthly Compensation for each
     full  month following such termination until the earlier of the month prior
     to  the month for which the Employee's long-term disability benefits become
     payable or six full months commencing with the month following the month in
     which  the  date  of  termination  occurs.

     3.3     Termination  Payments.  In  the  event  Employee's  employment  is
             ---------------------
terminated  under  this  Agreement  prior to the expiration of the Term pursuant
Section  3.2.1(b),  Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to
the  Employee as severance pay and liquidated damages a lump sum amount equal to
the  product of (a) Average Monthly Compensation multiplied by (b) the number of
months  (including  partial  months)  from the effective date of the termination
through  the  then  unexpired  portion  of  the Term or, if greater, twelve.  In
addition,  from the effective date of the termination through the then unexpired
portion of the Term (or, if greater, for a period of twelve months following the
effective  date  of the termination (the "Severance Period"), the Employer shall
continue  to  provide  the  Employee  the  benefits described in Section 4.6 and
Section  4.8  and shall pay an amount equal to what would be the Employee's cost
of  COBRA  health continuation coverage for the Employee and eligible dependents
for  the greater of the Severance Period or the period during which the Employee
and those eligible dependents are entitled to COBRA health continuation coverage
from  the  Employer.


                                        6
<PAGE>
     Notwithstanding  any  other provision of this Agreement to the contrary, if
the  aggregate  of  the  payments  provided  for in this Agreement and the other
payments  and  benefits  which  the  Employee  has the right to receive from the
Employer  (the  "Total  Payments")  would  constitute  a "parachute payment," as
defined  in  Section  280G(b)(2)  of  the Internal Revenue Code, as amended (the
"Code"),  the Employee shall receive the Total Payments unless the (a) after-tax
amount  that  would  be  retained by the Employee (after taking into account all
federal,  state and local income taxes payable by the Employee and the amount of
any  excise  taxes  payable  by the Employee under Section 4999 of the Code that
would  be  payable by the Employee (the "Excise Taxes")) if the Employee were to
receive  the  Total Payments has a lesser aggregate value than (b) the after-tax
amount  that  would  be  retained by the Employee (after taking into account all
federal,  state  and local income taxes payable by the Employee) if the Employee
were to receive the Total Payments reduced to the largest amount as would result
in  no portion of the Total Payments being subject to Excise Taxes (the "Reduced
Payments"),  in  which  case  the Employee shall be entitled only to the Reduced
Payments.  If  the  Employee  is  to  receive the Reduced Payments, the Employee
shall  be  entitled  to  determine which of the Total Payments, and the relative
portions  of  each,  are  to  be  reduced.

4.  COMPENSATION.  The  Employee shall receive the following salary and benefits
    ------------
during  the  Term:

     4.1     Base  Salary.  The  Employee shall be compensated at a base rate of
             ------------
One Hundred Eighty-Five Thousand Dollars ($185,000) per year, as the same may be
increased  from  time  to  time  in  accordance  with the immediately succeeding
sentence  ("Base Salary").  The Employee's salary shall be reviewed by the Board
of  Directors  of  the  Employer annually, and the Employee shall be entitled to
receive annually an increase in such amount, if any, as may be determined by the
Board  of  Directors  of the Employer based upon the performance of the Bank and
its  compliance  with  regulatory  standards.  Such  salary  shall be payable in
accordance  with  the  Employer's  normal  payroll  practices.

     4.2     Incentive  Compensation.   The   Employee   shall  be  entitled  to
             -----------------------
participate  in  such bonus, incentive and other executive compensation programs
as  are  made  available  to senior management of FLAG and the Bank from time to
time  (the  "Incentive  Compensation").

     4.3     Stock  Options.  FLAG  shall  grant  to  the Employee stock options
             --------------
commensurate  with  the  Employee's position taking into account options held by
the Employee as of the Effective Date.  Any such options shall be reflected by a
separate  written  award.

     4.4     Benefits.  The  Employee  shall be entitled to such benefits as may
             --------
be  available  from  time  to  time  for  senior executives of FLAG and the Bank
similarly  situated  to  the  Employee.  All  such benefits shall be awarded and
administered  in  accordance  with  FLAG  and  the  Bank's standard policies and
practices.  Such  benefits  may  include, by way of example only, profit sharing
plans,  retirement  or  investment  funds,  dental,  health  and  life insurance
benefits  and  such  other  benefits  as  the  Employer  deems  appropriate.

     4.5     Disability Insurance.  The Employer shall provide the Employee with
             --------------------
amounts,  as  additional  compensation,  as  and  when  necessary,  to allow the
Employee  to  pay  the  premiums  that  become due under the personal disability
insurance  policy  currently  owned  by  the  Employee.


                                        7
<PAGE>
     4.6     Automobile.  The  Employer  shall  provide  the  Employee  with  an
             ----------
automobile  of  a  type consistent with its policy in effect as of the Effective
Date,  with such automobile to be used by the Employee for business and personal
purposes.  The automobile shall be replaced with a new, comparable automobile no
less  frequently  than  every  twenty-four  (24)  months.  The Employer will pay
expenses  associated  with  the  operation  and  maintenance  of the automobile,
including  taxes, insurance and repairs.  To the extent the Employee contributes
to  the  cost  of an automobile's loan or lease payments in excess of the amount
required  by  the Employer's obligation under this Agreement, the Employee shall
be granted a share of any equity in such an automobile pursuant to a methodology
mutually  agreed  to  between  the  parties.

     4.7     Business  Expenses.  The  Employer shall reimburse the Employee for
             ------------------
reasonable  business  (including  travel)  expenses  incurred by the Employee in
performance  of  the  Employee's  duties  hereunder; provided, however, that the
Employee  shall,  as  a  condition  of reimbursement, submit verification of the
nature  and  amount  of  such expenses in accordance with reimbursement policies
from  time  to  time  adopted by the Employer and in sufficient detail to comply
with  rules  and  regulations  promulgated  by  the  Internal  Revenue  Service.

     4.8     Memberships.  The  Employer  shall  reimburse  the Employee for the
             -----------
annual dues associated with membership in one country or eating club selected by
the  Employee;  provided,  however,  that  the  aggregate  annual  dues for such
memberships  shall  not  exceed  five percent (5%) of the Employee's Base Salary
then  in effect, and for memberships in such professional associations which are
commensurate  with the Employee's position; provided, however, that the Employee
shall,  as  a  condition of reimbursement, submit verification of the nature and
amount  of  such expenses in accordance with reimbursement policies from time to
time  adopted  by the Employer and in sufficient detail to comply with rules and
regulations  promulgated  by  the  Internal  Revenue  Service.

     4.9     Vacation.  On a non-cumulative basis the Employee shall be entitled
             --------
to a minimum of four (4) weeks of vacation annually, during which the Employee's
compensation  shall  be  paid  in  full.

     4.10     Withholding.  The  Employer  may  deduct  from  each  payment  of
              -----------
compensation  hereunder  all  amounts  required  to  be deducted and withheld in
accordance  with applicable federal and state income, FICA and other withholding
requirements.

5.  EMPLOYER  INFORMATION.
    ---------------------

     5.1     Ownership  of  Information.   All  Employer Information received or
             --------------------------
developed  by  the  Employee while employed by the Employer will remain the sole
and  exclusive  property  of  the  Employer.


                                        8
<PAGE>
     5.2     Obligations  of  the  Employee.  The  Employee  agrees  (a) to hold
             ------------------------------
Employer  Information  in  strictest  confidence, and (b) not to use, duplicate,
reproduce, distribute, disclose or otherwise disseminate Employer Information or
any  physical embodiments thereof and may in no event take any action causing or
fail  to  take any action necessary in order to prevent any Employer Information
from losing its character or ceasing to qualify as Confidential Information or a
Trade Secret.  In the event that the Employee is required by law to disclose any
Employer  Information,  the  Employee  will not make such disclosure unless (and
then only to the extent that) the Employee has been advised by independent legal
counsel  that  such  disclosure  is  required  by  law and then only after prior
written  notice  is  given  to the Employer when the Employee becomes aware that
such disclosure has been requested and is required by law.  This Section 5 shall
survive  for  a  period  of  twelve  (12)  months  following termination of this
Agreement  with  respect  to  Confidential  Information,  and  shall  survive
termination  of  this  Agreement for so long as is permitted by the then-current
Georgia  Trade  Secrets  Act  of 1990, O.C.G.A. Sec.Sec. 10-1-760-10-1-767, with
respect  to  Trade  Secrets.

     5.3     Delivery  upon  Request  or  Termination.  Upon  request  by  the
             ----------------------------------------
Employer,  and  in  any event upon termination of the Employee's employment with
the  Employer,  the  Employee will promptly deliver to the Employer all property
belonging  to  FLAG  or  the  Bank,  including  without  limitation all Employer
Information  then  in  the  Employee's  possession  or  control.

6.  NON-COMPETITION.  The  Employee  agrees  that  during  his employment by the
    ---------------
Employer  hereunder  and,  in  the  event  of  his termination other than by the
Employer  without  Cause pursuant to Section 3.2.1(b), by the Employee for Cause
pursuant  to Section 3.2.2(a), or by the Employee pursuant to Section 3.2.3, for
a  period  of  twelve  (12)  months thereafter, the Employee will not (except on
behalf  of  or with the prior written consent of the Employer), within the Area,
either  directly or indirectly, on his own behalf or in the service or on behalf
of  others,  as  an  executive  employee or in any other capacity which involves
duties and responsibilities similar to those undertaken for the Employer, engage
in  any business which is the same as or essentially the same as the Business of
the  Employer.

7.  NON-SOLICITATION  OF  CUSTOMERS.  The  Employee  agrees  that  during  the
    -------------------------------
Employee's  employment by the Employer hereunder and, in the event of Employee's
termination  other  than  by  the  Employer  without  Cause  pursuant to Section
3.2.1(b),  by  the  Employee  for  Cause pursuant to Section 3.2.2(a), or by the
Employee  pursuant  to  Section  3.2.3,  for  a  period  of  twelve  (12) months
thereafter, the Employee will not (except on behalf of or with the prior written
consent  of  the  Employer), within the Area, on the Employee's own behalf or in
the service or on behalf of others, solicit, divert or appropriate or attempt to
solicit,  divert  or  appropriate, directly or by assisting others, any business
from  any  of  the  Bank's  customers,  including  actively  sought  prospective
customers,  with  whom  the Employee has or had material contact during the last
two  (2)  years of the Employee's employment, for purposes of providing products
or  services  that  are  competitive  with  those  provided  by  the  Bank.

8.  NON-SOLICITATION  OF  EMPLOYEES.  The  Employee  agrees  that  during  the
    -------------------------------
Employee's  employment  by  the  Employer  hereunder  and,  in  the event of the
Employee's  termination  other  than  by  the Employer without Cause pursuant to
Section  3.2.1(b), by the Employee for Cause pursuant to Section 3.2.3(a), or by
the  Employee  pursuant  to  Section  3.2.3,  for a period of twelve (12) months
thereafter, the Employee will not, within the Area, on the Employee's own behalf
or  in  the  service  or  on  behalf of others, solicit, recruit or hire away or
attempt  to  solicit, recruit or hire away, directly or by assisting others, any
employee  of FLAG or its Affiliates, whether or not such employee is a full-time
employee  or  a  temporary employee of FLAG or its Affiliates and whether or not
such  employment  is  pursuant  to  written  agreement  and  whether or not such
employment  is  for  a  determined  period  or  is  at  will.


                                        9
<PAGE>
9.  REMEDIES.  The  Employee  agrees  that the covenants contained in Sections 5
    --------
through  8  hereof  are  of  the  essence  of  this  Agreement; that each of the
covenants  is  reasonable  and  necessary to protect the business, interests and
properties  of  the  Employer;  and  that  irreparable  loss  and damage will be
suffered  by the Employer should he breach any of the covenants.  Therefore, the
Employee  agrees  and consents that, in addition to all the remedies provided by
law  or  in  equity,  the  Employer shall be entitled to a temporary restraining
order  and  temporary  and  permanent  injunctions  to  prevent  a  breach  or
contemplated  breach  of  any  of  the covenants.  The Employer and the Employee
agree  that  all  remedies  available  to  the  Employer  or  the  Employee,  as
applicable,  shall  be cumulative.  In addition, in the event the Employee fails
to  comply  with  any  of  the  covenants contained in Section 5 hereof and such
failure shall not be cured to the reasonable satisfaction of the Employer within
thirty  (30) days after receipt of written notice thereof from the Employer, the
Employer  shall  thereupon  be  relieved  of  liability for all obligations then
remaining  under  Section  3.3  hereof.

10.  SEVERABILITY.  The  parties  agree  that each of the provisions included in
     ------------
this  Agreement is separate, distinct and severable from the other provisions of
this  Agreement  and  that  the  invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement.  Further, if any provision of this Agreement is ruled invalid
or  unenforceable  by  a  court  of competent jurisdiction because of a conflict
between  the  provision  and  any applicable law or public policy, the provision
shall be redrawn to make the provision consistent with and valid and enforceable
under  the  law  or  public  policy.

11.  NO  SET-OFF BY THE EMPLOYEE.  The existence of any claim, demand, action or
     ---------------------------
cause  of action by the Employee against FLAG, or any Affiliate of FLAG, whether
predicated  upon  this Agreement or otherwise, shall not constitute a defense to
the  enforcement  by  the  Employer  of  any  of  its  rights  hereunder.

12.  NOTICE.  All  notices  and other communications required or permitted under
     ------
this Agreement shall be in writing and, if mailed by prepaid first-class mail or
certified  mail, return receipt requested, shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) business days after
the postmarked date thereof.  In addition, notices hereunder may be delivered by
hand,  facsimile  transmission  or  overnight courier, in which event the notice
shall  be deemed effective when delivered or transmitted.  All notices and other
communications  under this Agreement shall be given to the parties hereto at the
following  addresses:

          (a)     If  to  the  Employer,  to  it  at:

                  FLAG  Financial  Corporation
                  235  Corporate  Center
                  Stockbridge,  GA  30281
                  Attn:  Chairman  or  Chief  Executive  Officer

          (b)     If to the Employee, to the Employee at:
                  ______________________________
                  ______________________________
                  ______________________________


                                       10
<PAGE>
13.  ASSIGNMENT.  Neither  party hereto may assign or delegate this Agreement or
     ----------
any  of  its rights and obligations hereunder without the written consent of the
other  party  hereto; provided, however, that this Agreement shall be assumed by
and  shall  be  binding  upon  any  successor  to  the  Employer.

14.  WAIVER.  A  waiver  by  the Employer of any breach of this Agreement by the
     ------
Employee  shall  not be effective unless in writing, and no waiver shall operate
or  be  construed  as  a  waiver  of  the same or another breach on a subsequent
occasion.

15.  ARBITRATION.  Any  controversy  or claim arising out of or relating to this
     -----------
contract,  or  the  breach  thereof,  shall be settled by binding arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  The Employer and the Employee agree that they will seek to enforce
any arbitration award in the Superior Court of Henry County. The decision of the
arbitration  panel shall be final and binding upon the parties and judgment upon
the  award  rendered by the arbitration panel may be entered by any court having
jurisdiction.  The Employer and the Employee agree to share equally the fees and
expenses  associated  with  the  arbitration  proceedings.

16.  ATTORNEYS' FEES.  With respect to arbitration of disputes and if litigation
     ---------------
ensues  between  the parties concerning the enforcement of an arbitration award,
each  party  shall  pay its own fees, costs and expenses; provided, however, the
Employer  shall  advance  to  the  Employee  reasonable fees, costs and expenses
incurred by the Employee in preparing for and in initiating or defending against
any  proceeding  or  suit  brought to enforce rights or obligations set forth in
this  Agreement.  Such  advances  shall  be  made  within thirty (30) days after
receiving  copies of invoices presented by the Employee for such fees, costs and
expenses.  The  Employee  shall  have  the  obligation to reimburse the Employer
within  sixty (60) days following the final disposition of the matter (including
appeals)  to  the  full  extent  of  the  aggregate advances unless the panel of
arbitrators  or court, as the case may be, has ruled in favor of the Employee on
the  merits  of  the  substantive  issues  in  dispute.

17.  APPLICABLE  LAW.  This  Agreement shall be construed and enforced under and
     ---------------
in accordance with the laws of the State of Georgia.  The parties agree that the
Superior  Court of Henry County, Georgia, shall have jurisdiction of any case or
controversy  arising  under  or in connection with this Agreement and shall be a
proper  forum  in  which  to  adjudicate  such  case or controversy. The parties
consent  to  the  jurisdiction  of  such  courts.

18.  INTERPRETATION.  Words  importing  any  gender includes all genders.  Words
     --------------
importing the singular form shall include the plural, and vice versa.  The terms
"herein," "hereunder," "hereby, "hereto, "hereof" and any similar terms refer to
this  Agreement.  Any  captions,  titles  or  headings preceding the text of any
article,  section  or  subsection herein are solely for convenience of reference
and  shall  not  constitute  part  of  this  Agreement  or  affect  its meaning,
construction  or  effect.

19.  ENTIRE  AGREEMENT.  This  Agreement embodies the entire and final agreement
     -----------------
of  the  parties on the subject matter stated in the Agreement.  No amendment or
modification  of  this  Agreement shall be valid or binding upon the Employer or
the  Employee  unless  made  in  writing  and signed by both parties.  All prior
understandings  and  agreements relating to the subject matter of this Agreement
are  hereby  expressly  terminated; provided, however, that this Agreement shall
not  alter,  limit  or  otherwise  impair  the  Employee's  rights  under  any
tax-qualified  retirement  plan  in  which  the  Employee  is  or  may  become a
participant.


                                       11
<PAGE>
20.  RIGHTS  OF THIRD PARTIES.  Nothing herein expressed is intended to or shall
     ------------------------
be  construed  to confer upon or give to any person, firm or other entity, other
than  the  parties  hereto  and  their permitted assigns, any rights or remedies
under  or  by  reason  of  this  Agreement.

21.  SURVIVAL.  The  obligations  of the Employer pursuant to Sections 3.2.5 and
     --------
3.3  and  the  obligations of the Employee pursuant to Sections 5, 6, 7, 8 and 9
shall  survive  the  termination of the employment of the Employee hereunder for
the  period  designated  under  each  of  those  respective  sections.


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                                       12
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  hereunto  executed  this
Agreement  in  accordance  with  the  provisions  hereof.

                                     FLAG  FINANCIAL  CORPORATION

                                     /s/ FRED A. DURAND, III
                                     --------------------------------------

                                     Print Name:  Fred A. Durand, III
                                                ---------------------------

                                     Date:  February 17, 2001
                                          ---------------------------------


ATTEST:

  /s/ RICKY SMITH, ASST. SECRETARY
--------------------------------------

Date:  February 17, 2001
--------------------------------------



                                     FLAG  BANK

                                     /s/ J. DANIEL SPEIGHT, JR.
                                     -------------------------------------------

                                     Print Name:  J. Daniel Speight,Jr. Pres/CEO
                                                --------------------------------

                                     Date:  February 20, 2001
                                          --------------------------------------

ATTEST:

  /s/ RICKY SMITH, ASST. SECRETARY
--------------------------------------

Date:  February  20,  2001
--------------------------------------



                                     /s/ CHARLES O. HINELY
                                     -----------------------------------------
                                     Charles  O.  Hinely



                                       13
<PAGE>
                                    EXHIBIT A
                                    ---------

                             DUTIES OF THE EMPLOYEE



CHARLES  O.  HINELY
EXECUTIVE  VICE  PRESIDENT  AND  CHIEF  OPERATING  OFFICER  OF  FLAG  FINANCIAL
CORPORATION  AND  FLAG  BANK.

Serves  as  the Chief Operating Officer of both the Holding Company and the Bank
responsible  for  the  day-to-day  direction of the Holding Company and the Bank
under  the  direction  of  the  CEO  and  the  Board.

Maintains  the  following  direct  reports  and  provides  leadership  in  their
attainment  of strategic objectives, operational goals, annual profit plans, and
safety  and  soundness  of  the  bank:
Chief  Financial  Officer
Administration  and  Control  Officer  (Audit,  Compliance,  Human  Resources)
Retail  Banking  (Branch  Administration,  Operations)
Senior  Lending  Officer
Credit  Administration
Correspondent  Services
MAC  Committee
Non  Traditional  Banking

Participates  with  the  CEO  in  developing  overall  corporate strategy and is
responsible  for implementing strategic initiatives of the Corporation and Bank.

Participates  with  the  CEO  in  merger  and  acquisition  activities  of  the
Corporation  and  Bank.

Briefs  the  Board  of  Directors  on  operating  matters.


                                       14
<PAGE>