EXECUTION VERSION

                           FIRST SECURITY GROUP, INC.

                            (A TENNESSEE CORPORATION)

                        4,500,000 SHARES OF COMMON STOCK

                           (PAR VALUE $0.01 PER SHARE)

                               PURCHASE AGREEMENT
                               ------------------

                                                                  August 9, 2005

KEEFE, BRUYETTE & WOODS, INC.
  as Representative of the several Underwriters
787 Seventh Avenue
4th Floor
New York, New York 10019

Ladies  and  Gentlemen:

     First  Security  Group,  Inc.,  a  Tennessee  corporation  (the  "Company")
                                                                       -------
confirms its agreement with Keefe, Bruyette & Woods, Inc. ("Keefe Bruyette") and
                                                            --------------
each  of  the  other  Underwriters named in Schedule A hereto (collectively, the
"Underwriters,"  which  term  shall  also include any underwriter substituted as
-------------
hereinafter provided in Section 10 hereof), for whom Keefe Bruyette is acting as
representative (in such capacity, the "Representative"), with respect to (i) the
                                       --------------
sale  by  the  Company  and  the  purchase by the Underwriters of the respective
numbers  of  shares  of  Common Stock, $0.01 par value per share, of the Company
("Common Stock") set forth in Schedules A and B hereto and (ii) the grant by the
  ------------
Company  to  the  Underwriters,  acting severally and not jointly, of the option
described  in  Section  2(b)  hereof  to  purchase  all  or  any part of 675,000
additional  shares  of  Common  Stock  to  cover  over-allotments,  if any.  The
aforesaid  4,500,000  shares  of  Common  Stock (the "Initial Securities") to be
                                                      ------------------
purchased  by  the  Underwriters  and  all  or any part of the 675,000 shares of
Common Stock subject to the option described in Section 2(b) hereof (the "Option
                                                                          ------
Securities")  are  hereinafter  called,  collectively,  the  "Securities."
----------                                                    ----------

     The  Company  understands  that  the  Underwriters propose to make a public
offering  of  the Securities as soon as the Representative deems advisable after
this  Agreement  has  been  executed  and  delivered.

     The  Company  has  filed  with  the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-125722) covering the
 ----------
registration  of  the  Securities  under  the Securities Act of 1933, as amended
(together  with  the  rules  and  regulations  promulgated thereunder, the "1933
                                                                            ----
Act"),  including  the  related preliminary prospectus or prospectuses. Promptly
---
after  execution  and  delivery  of this Agreement, the Company will prepare and
file  a  prospectus  in  accordance  with  the  provisions  of  Rule  430A


<PAGE>
("Rule  430A")  under the 1933 Act and paragraph (b) of Rule 424 ("Rule 424(b)")
 -----------                                                       -----------
under  the  1933  Act.  The  information  included  in  such prospectus that was
omitted  from  such  registration  statement at the time it became effective but
that  is  deemed to be part of such registration statement at the time it became
effective  pursuant  to  paragraph (b) of Rule 430A is referred to as "Rule 430A
                                                                       ---------
Information."  Each  prospectus  used  before such registration statement became
-----------
effective,  and  any  prospectus that omitted the Rule 430A Information that was
used  after  such  effectiveness and prior to the execution and delivery of this
Agreement,  is  herein  called  a  "preliminary  prospectus."  Such registration
                                    -----------------------
statement, including the exhibits thereto and, schedules thereto, if any, at the
time  it  became  effective  and  including the Rule 430A Information, is herein
called  the "Registration Statement."  Any registration statement filed pursuant
             ----------------------
to  Rule  462(b)  under  the  1933 Act is herein referred to as the "Rule 462(b)
                                                                     -----------
Registration Statement," and after such filing the term "Registration Statement"
----------------------                                   ----------------------
shall  include  the Rule 462(b) Registration Statement.  The final prospectus in
the  form  contained  in  the Registration Statement when declared effective (or
deemed  by Rule 430A to be part thereof) is herein called the "Prospectus."  For
                                                               ----------
purposes  of  this  Agreement, all references to the Registration Statement, any
preliminary  prospectus, the Prospectus or any amendment or supplement to any of
the  foregoing  shall  be  deemed  to include the copy filed with the Commission
pursuant  to  its  Electronic  Data  Gathering,  Analysis  and  Retrieval system
("EDGAR").
  -----

     All  references  in  this  Agreement  to  financial  statements, schedules,
exhibits  and  other  information which is "contained," "included," "described,"
"referred  to"  or  "stated"  in  the  Registration  Statement,  any preliminary
prospectus  or  the  Prospectus  (or  other  references of like import) shall be
deemed  to  mean  and  include  the financial statements, schedules, exhibits or
other  information incorporated by reference (as they may be amended or modified
by  other information included or incorporated by reference) in the Registration
Statement,  any  preliminary  prospectus  or the Prospectus, as the case may be.

     SECTION  1.     Representations  and  Warranties.
                     --------------------------------

     (a)     Representations  and  Warranties  by  the  Company.  The  Company
represents  and  warrants  to  each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery
(if  any)  referred to in Section 2(b) hereof, and agrees with each Underwriter,
as  follows:

          (i)  Compliance  with Registration Requirements. The Company meets the
               ------------------------------------------
     requirements  for  use  of Form S-1 under the 1933 Act, as set forth in the
     general  instructions  thereto,  with respect to the Registration Statement
     and  any Rule 462(b) Registration Statement. The Registration Statement and
     any  Rule  462(b)  Registration  Statement  filed as of the date hereof has
     become  effective  under  the  1933  Act  and  no stop order suspending the
     effectiveness of the Registration Statement or any Rule 462(b) Registration
     Statement  has  been  issued under the 1933 Act and no proceedings for that
     purpose  have  been  instituted  or  are,  to the knowledge of the Company,
     pending  or  contemplated by the Commission, and any request on the part of
     the  Commission  for  additional  information  has  been  complied  with.


<PAGE>
          At  the  respective  times the Registration Statement, any Rule 462(b)
     Registration  Statement  and  any  post-effective amendments thereto became
     effective  (or  becomes  effective if not yet effective) and at the Closing
     Time  (and,  if  any  Option  Securities  are  purchased,  at  the  Date of
     Delivery),  the  Registration  Statement,  the  Rule  462(b)  Registration
     Statement  and  any  amendments  and  supplements thereto complied and will
     comply  in  all material respects with the requirements of the 1933 Act and
     did not and will not contain an untrue statement of a material fact or omit
     to state a material fact required to be stated therein or necessary to make
     the  statements  therein  not  misleading.  Neither  the  Prospectus,  any
     preliminary  prospectus,  nor any amendments or supplements thereto, at the
     time  such  preliminary  prospectus,  Prospectus  or  any such amendment or
     supplement  was  issued  and  at  the  Closing  Time  (and,  if  any Option
     Securities  are  purchased,  at  the  Date  of  Delivery), included or will
     include  an  untrue statement of a material fact or omitted or will omit to
     state a material fact necessary in order to make the statements therein, in
     the  light of the circumstances under which they were made, not misleading.
     The  representations  and  warranties in this subsection shall not apply to
     statements  in  or  omissions  from  the  Registration  Statement,  any
     post-effective  amendment  thereto,  any  preliminary  prospectus,  the
     Prospectus,  or any amendments or supplements thereto made in reliance upon
     and  in  conformity with information furnished to the Company in writing by
     any  Underwriter  through  Keefe  Bruyette  expressly  for  use  in  the
     Registration  Statement,  preliminary  prospectus,  or  Prospectus.

          Each  preliminary  prospectus  and the prospectus filed as part of the
     Registration  Statement  as  originally  filed  or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed  in  all  material  respects  with  the 1933 Act and each preliminary
     prospectus  and  the  Prospectus  delivered  to the Underwriters for use in
     connection  with  this  offering  was  identical  to  the  electronically
     transmitted  copies  thereof  filed  with the Commission pursuant to EDGAR,
     except  to  the  extent  permitted  by  Regulation  S-T under the 1933 Act.

          (ii)  Independent  Registered  Public Accounting Firm. Joseph Decosimo
                -----------------------------------------------
     and  Company,  PLLC  ("Decosimo"),  the  accounting firm that certified the
                            --------
     financial  statements  and  supporting schedules of the Company included in
     the  Registration Statement, any preliminary prospectus, and the Prospectus
     is an independent registered public accounting firm as required by the 1933
     Act.  With  respect  to  the  Company,  Decosimo is not in violation of the
     auditor  independence  requirements  of  the  Sarbanes-Oxley  Act  of  2002
     ("Sarbanes-Oxley  Act")  and  the  related  rules  and  regulations  of the
       -------------------
     Commission.

          (iii)  Financial  Statements. The financial statements included in the
                 ---------------------
     Registration  Statement,  any  preliminary  prospectus, and the Prospectus,
     together with the related schedules and notes, present fairly the financial
     position  of  the  Company  and  the Subsidiaries (as defined below) at the
     dates  indicated  and the statement of operations, stockholders' equity and
     cash  flows  of the Company and the Subsidiaries for the periods specified.
     Such  financial  statements and any supporting schedules have been prepared
     in  conformity  with  generally  accepted  accounting  principles  ("GAAP")
                                                                          ----
     applied  on  a  consistent basis throughout the periods involved, except as
     may  be  expressly  stated in the related notes thereto, and except, in the
     case  of  the  interim  unaudited financial statements, for normal year-end
     adjustments  and  for  the  absence  of  footnotes  disclosure.  The


<PAGE>
     selected  financial  data and the summary financial information included in
     any  preliminary  prospectus  and/or  the  Prospectus  present  fairly  the
     information shown therein and have been compiled on a basis consistent with
     that  of  the  audited  financial  statements  included in the Registration
     Statement  (with  respect to the audited periods) and on a basis consistent
     with  that  of  the most recent interim financial statements filed with the
     Commission  (with  respect  to  unaudited periods). The pro forma financial
     statements  and  the  related  notes  thereto  included in the Registration
     Statement, any preliminary prospectus, and/or the Prospectus present fairly
     the  information  shown  therein, have been prepared in accordance with the
     Commission's  rules  and  guidelines  with  respect  to pro forma financial
     statements  and have been properly compiled on the basis described therein,
     and  the assumptions used in the preparation thereof are reasonable and the
     adjustments used therein are appropriate to give effect to the transactions
     and  circumstances  referred  to  therein. All disclosures contained in the
     Registration  Statement,  any  preliminary  prospectus,  or  the Prospectus
     regarding  "non-GAAP  financial  measures"  (as such term is defined by the
     rules  and  regulations  of the Commission) comply with Regulation G of the
     Securities  Exchange  Act  of 1934, as amended (together with the rules and
     regulations  promulgated  thereunder,  the  "1934  Act")  and  Item  10  of
                                                  ---------
     Regulation  S-K  under  the  1933  Act,  to  the  extent  applicable.

          (iv)  No  Material  Adverse  Change  in Business. Since the respective
                ------------------------------------------
     dates  as  of  which information is given in the Registration Statement and
     the Prospectus, except as otherwise stated therein or contemplated thereby,
     (A)  there  has been no material adverse change in the condition, financial
     or otherwise, or in the earnings, business affairs or business prospects of
     the  Company  and the Subsidiaries considered as one enterprise, whether or
     not  arising  in  the  ordinary  course  of  business  (a "Material Adverse
                                                                ----------------
     Effect"),  (B)  there have been no transactions entered into by the Company
     ------
     or  the  Subsidiaries, other than those in the ordinary course of business,
     which  are  material  with  respect  to  the  Company  and the Subsidiaries
     considered  as  one  enterprise,  and  (C)  there  has  been no dividend or
     distribution of any kind declared, paid or made by the Company on any class
     of  its  capital  stock.

          (v)  Good  Standing  of  the Company. The Company is a registered bank
               -------------------------------
     holding  company  under  the  Bank  Holding Company Act of 1956, as amended
     ("BHCA"),  has been duly organized and is validly existing as a corporation
       ----
     in  good  standing  under  the  laws  of the State of Tennessee and has the
     corporate  power and authority to own, lease and operate its properties and
     to conduct its business as described in each preliminary prospectus and the
     Prospectus  and  to  enter  into  and  perform  its  obligations under this
     Agreement;  and  the  Company is duly qualified as a foreign corporation to
     transact  business  and  is  in good standing in each other jurisdiction in
     which such qualification is required, whether by reason of the ownership or
     leasing of property or the conduct of business, except where the failure so
     to qualify or to be in good standing would not result in a Material Adverse
     Effect.

          (vi)  Good  Standing  of  Subsidiaries.  FSGBank, National Association
                --------------------------------
     ("FSGBank")  has  been  duly  organized  and  is validly existing as a bank
       -------
     national  association  and  each other direct or indirect subsidiary of the
     Company (together with FSGBank, the "Subsidiaries") has been duly organized
                                          ------------
     and,  except  for  Premier  National  Services,  Inc.  ("PNS"),  is validly
                                                              ---
     existing  as  a  corporation,  and  each  Subsidiary  other


<PAGE>
     than  PNS  is  in  good  standing under the laws of the jurisdiction of its
     organization,  has  corporate power and authority to own, lease and operate
     its  properties and to conduct its business as described in any preliminary
     prospectus  and/or  the  Prospectus  and  is  duly  qualified  as a foreign
     corporation  to  transact  business  and  is  in  good  standing  in  each
     jurisdiction  in which such qualification is required, whether by reason of
     the  ownership  or  leasing  of property or the conduct of business, except
     where  the failure so to qualify or to be in good standing would not result
     in  a  Material  Adverse  Effect. All of the issued and outstanding capital
     stock  of  each  Subsidiary has been duly authorized and validly issued, is
     fully  paid  and  non-assessable, except as otherwise provided in 12 U.S.C.
     Section  55  with respect to FSGBank, and is owned by the Company directly,
     free  and  clear  of  any  security  interest,  mortgage,  pledge,  lien,
     encumbrance,  claim  or  equity;  none of the outstanding shares of capital
     stock  of  any  Subsidiary  was  issued  in  violation of the preemptive or
     similar rights of any securityholder of such Subsidiary. The Company has no
     direct  or  indirect subsidiaries other than those set forth on Schedule E.
     PNS  owns  no  assets  and  has  no  operations.

          (vii) Bank Subsidiaries. Except as disclosed in the Prospectus and any
                -----------------
     preliminary  prospectus,  the  Company and FSGBank conduct their respective
     businesses  in compliance in all material respects with all federal, state,
     local and foreign statutes, laws, rules, regulations, decisions, directives
     and  orders  applicable  to  them  (including,  without  limitation,  all
     regulations  and  orders  of, or agreements with, the Board of Governors of
     the  Federal  Reserve  System,  the  Federal  Deposit Insurance Corporation
     ("FDIC"),  the  Office  of  the  Comptroller of the Currency, the Tennessee
       ----
     Department  of  Financial Institutions, as applicable, and the Equal Credit
     Opportunity  Act, the Fair Housing Act, the Community Reinvestment Act, the
     Home  Mortgage  Disclosure  Act,  all other applicable fair lending laws or
     other  laws  relating  to discrimination and the Bank Secrecy Act and Title
     III  of  the  USA  Patriot  Act).  Since March 1, 2005, the Company has not
     received  any communication from any governmental entity asserting that the
     Company  or  FSGBank  is  not  in  compliance  with any statute, law, rule,
     regulation,  decision,  directive  or  order,  and, to the knowledge of the
     Company,  there  is no continuing investigation, proceeding, or outstanding
     executory  obligation  of  the  Company  relating to any such communication
     received  prior  to  March  1, 2005. To the knowledge of the Company, since
     March  1,  2005,  FSGBank  has  not  received  any  communication  from any
     governmental  entity  asserting  that FSGBank is not in compliance with any
     statute,  law,  rule,  regulation, decision, direction or order and, to the
     knowledge of the Company, there is no continuing investigation, proceeding,
     or  outstanding  executory  obligation  of  FSGBank  relating  to  any such
     communication  received  prior  to  March  1,  2005.


<PAGE>
          (viii)  Capitalization. The authorized, issued and outstanding capital
                  --------------
     stock  of the Company is as set forth in the Prospectus and any preliminary
     prospectus  in  the  column  entitled  "Actual"  under  the  caption
     "Capitalization" (except for subsequent issuances, if any, pursuant to this
     Agreement,  pursuant  to reservations, agreements or employee benefit plans
     referred to in the Prospectus and any preliminary prospectus or pursuant to
     the  exercise  of  convertible  securities  or  options  referred to in the
     Prospectus  and  any  preliminary  prospectus).  The  shares  of issued and
     outstanding  capital stock, including the Securities to be purchased by the
     Underwriters,  have  been  duly authorized and validly issued and are fully
     paid  and  non-assessable; none of the outstanding shares of capital stock,
     including the Securities to be purchased by the Underwriters, was issued in
     violation  of  the preemptive or other similar rights of any securityholder
     of  the  Company.

          (ix)  Authorization  of  Agreement.  This  Agreement  has  been  duly
                ----------------------------
     authorized,  executed  and delivered by the Company and, when duly executed
     by the Underwriters, will constitute the valid and binding agreement of the
     Company  enforceable  against  the  Company  in  accordance with its terms,
     except  as  may  be  limited  or  otherwise  affected  by  (A)  bankruptcy,
     insolvency,  reorganization,  moratorium,  fraudulent  conveyance  or other
     similar  statutes,  rules,  regulations  or  other  laws  affecting  the
     enforcement  of  creditors'  rights  and  remedies  generally,  and (B) the
     unavailability of, or limitation on the availability of, a particular right
     or  remedy  (whether  in  a  proceeding  in equity or at law) because of an
     equitable  principle,  public  policy  or  a  requirement  as to commercial
     reasonableness,  conscionability  or  good  faith.

          (x)  Authorization and Description of Securities. The Securities to be
               -------------------------------------------
     purchased  by  the  Underwriters from the Company have been duly authorized
     for  issuance  and sale to the Underwriters pursuant to this Agreement and,
     when issued and delivered by the Company pursuant to this Agreement against
     payment  of  the consideration set forth herein, will be validly issued and
     fully  paid and non-assessable; the Common Stock conforms to all statements
     relating  thereto contained in any preliminary prospectus or the Prospectus
     and  such  description  conforms to the rights set forth in the instruments
     defining  the same; no holder of the Securities will be subject to personal
     liability  by  reason  of  being  such  a  holder;  and the issuance of the
     Securities  is not subject to the preemptive or other similar rights of any
     securityholder  of  the  Company.

          (xi)  Absence  of  Defaults and Conflicts. Neither the Company nor any
                -----------------------------------
     Subsidiary  is  in violation of its charter or by-laws or in default in the
     performance  or  observance  of  any  obligation,  agreement,  covenant  or
     condition  contained  in  any contract, indenture, mortgage, deed of trust,
     loan  or  credit agreement, note, lease or other agreement or instrument to
     which  the  Company or any of its Subsidiaries is a party or by which it or
     any  of them may be bound, or to which any of the property or assets of the
     Company  or  any  Subsidiary  is  subject  (collectively,  "Agreements  and
                                                                 ---------------
     Instruments")  except  in  each  case  for  such  defaults  that would not,
     -----------
     individually  or in the aggregate, result in a Material Adverse Effect; and
     the  execution,  delivery  and  performance  of  this  Agreement  and  the
     consummation  of  the  transactions  contemplated  herein  and  in  the
     Registration  Statement  (including the issuance and sale of the Securities
     and the use of the proceeds from the sale of the Securities as described in
     any  preliminary  prospectus  or  the  Prospectus under the caption "Use of
                                                                          ------
     Proceeds")  and  compliance  by  the Company with its obligations hereunder
     --------
     have  been  duly  authorized  by  all  necessary  corporate


<PAGE>
     action  and  do  not  and  will  not, whether with or without the giving of
     notice or passage of time or both, conflict with or constitute a breach of,
     or  default  or  Repayment Event (as defined below) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any property
     or  assets of the Company or any Subsidiary pursuant to, the Agreements and
     Instruments  (except  for  such  conflicts,  breaches or defaults or liens,
     charges  or  encumbrances  that  would  not  result  in  a Material Adverse
     Effect),  nor will such action result in any violation of the provisions of
     the  charter  or by-laws of the Company or any Subsidiary or any applicable
     law,  statute,  rule,  regulation,  judgment,  order, writ or decree of any
     government,  government  instrumentality  or  court,  domestic  or foreign,
     having  jurisdiction  over  the  Company  or any Subsidiary or any of their
     assets, properties or operations. As used herein, a "Repayment Event" means
                                                          ---------------
     any  event  or  condition  which gives the holder of any note, debenture or
     other  evidence  of  indebtedness  (or  any  person acting on such holder's
     behalf) the right to require the repurchase, redemption or repayment of all
     or  a  portion  of  such  indebtedness  by  the  Company or any Subsidiary.

          (xii) Absence of Labor Dispute. No labor dispute with the employees of
                ------------------------
     the  Company  or any Subsidiary exists or, to the knowledge of the Company,
     is imminent, and the Company is not aware of any existing or imminent labor
     disturbance  by  the  employees of any of its or its Subsidiary's principal
     suppliers,  manufacturers, customers or contractors, which, in either case,
     may  reasonably  be  expected  to  result  in  a  Material  Adverse Effect.

          (xiii)  Absence  of Proceedings. There is no action, suit, proceeding,
                   ----------------------
     inquiry  or  investigation  before  or brought by any court or governmental
     agency  or  body, domestic or foreign, now pending, or, to the knowledge of
     the  Company,  threatened,  against  or,  to  the knowledge of the Company,
     affecting  the Company or any Subsidiary, which is required to be disclosed
     in  the  Registration Statement (other than as disclosed therein), or which
     might  reasonably  be  expected  to result in a Material Adverse Effect, or
     which  might  reasonably be expected to materially and adversely affect the
     properties  or  assets  thereof  or  the  consummation  of the transactions
     contemplated  in  this  Agreement  or the performance by the Company of its
     obligations  hereunder;  the aggregate of all pending legal or governmental
     proceedings  to  which the Company or any Subsidiary is a party or of which
     any  of  their  respective  property or assets is the subject which are not
     described  in  the  Registration  Statement,  including  ordinary  routine
     litigation  incidental to the business, could not reasonably be expected to
     result  in  a  Material  Adverse  Effect.

          (xiv)  Accuracy of Exhibits. There are no contracts or documents which
                 --------------------
     are required by the 1933 Act to be described in the Registration Statement,
     any preliminary prospectus, the Prospectus or the documents incorporated by
     reference therein or to be filed as exhibits thereto which have not been so
     described  and  filed  as  required.


<PAGE>
          (xv)  Possession  of  Intellectual  Property.  The  Company  and  the
                --------------------------------------
     Subsidiaries  own  or possess, or can acquire on reasonable terms, adequate
     patents,  patent  rights,  licenses,  inventions,  copyrights,  know-how
     (including  trade  secrets  and  other  unpatented  and/or  unpatentable
     proprietary  or  confidential  information,  systems  or  procedures),
     trademarks,  service  marks,  trade  names  or  other intellectual property
     (collectively,  "Intellectual Property") necessary to carry on the business
                      ---------------------
     now  operated  by  them,  and  neither  the  Company nor any Subsidiary has
     received  any  notice  or  is  otherwise  aware  of  any infringement of or
     conflict  with  asserted  rights of others with respect to any Intellectual
     Property  or  of  any  facts  or  circumstances  which  would  render  any
     Intellectual  Property invalid or inadequate to protect the interest of the
     Company  or  any Subsidiary therein, and which infringement or conflict (if
     the  subject  of any unfavorable decision, ruling or finding) or invalidity
     or  inadequacy,  singly  or  in  the  aggregate, would result in a Material
     Adverse  Effect.

          (xvi)  Absence  of  Further  Requirements.  No  filing  with,  or
                 ----------------------------------
     authorization,  approval,  consent,  license,  order,  registration,
     qualification  or  decree of, any court or governmental authority or agency
     is  necessary  or  required  for  the  performance  by  the  Company of its
     obligations hereunder, in connection with the offering, issuance or sale of
     the  Securities  hereunder  or  the  consummation  of  the  transactions
     contemplated  by  this Agreement, except such as have been already obtained
     or as may be required by the NASD or under the 1933 Act or state securities
     laws  and  any  other  foreign  jurisdiction in which the Securities may be
     offered  or sold and except for such filings, authorizations, and approvals
     as  may  be  necessary  for the application of proceeds as described in the
     Prospectus  to  complete  the  acquisition  of  Jackson  Bank  &  Trust.

          (xvii)  Possession  of  Licenses  and  Permits.  Except  for  the
                  --------------------------------------
     administrative  dissolution of PNS, the Company and each Subsidiary possess
     such  permits,  licenses,  approvals,  consents  and  other  authorizations
     (collectively,  "Governmental Licenses") issued by the appropriate federal,
                      ---------------------
     state, local, banking or foreign regulatory agencies or bodies necessary to
     conduct  the business now operated by them; the Company and each Subsidiary
     are  in  compliance  with the terms and conditions of all such Governmental
     Licenses, except where the failure so to comply would not, singly or in the
     aggregate, have a Material Adverse Effect; all of the Governmental Licenses
     are  valid and in full force and effect, except when the invalidity of such
     Governmental Licenses or the failure of such Governmental Licenses to be in
     full force and effect would not have a Material Adverse Effect; and neither
     the  Company  nor  any  Subsidiary  has  received any notice of proceedings
     relating  to  the  revocation  or  modification  of  any  such Governmental
     Licenses  which,  singly  or  in  the  aggregate,  if  the  subject  of  an
     unfavorable decision, ruling or finding, would result in a Material Adverse
     Effect.


<PAGE>
          (xviii)  Title  to Property. The Company and each Subsidiary have good
                   ------------------
     and  marketable title to all real property owned by the Company and/or such
     Subsidiaries  and good title to all other properties owned by them, in each
     case,  free and clear of all mortgages, pledges, liens, security interests,
     claims,  restrictions  or  encumbrances  of any kind except such as (a) are
     described  in  any preliminary prospectus and the Prospectus or (b) do not,
     singly  or  in  the aggregate, materially affect the value of such property
     and  do  not  interfere  with  the use made and proposed to be made of such
     property  by  the  Company  or  such  Subsidiary; and all of the leases and
     subleases  material  to  the  business of the Company and the Subsidiaries,
     considered as one enterprise, and under which the Company or any Subsidiary
     holds properties described in any preliminary prospectus or the Prospectus,
     are  in  full  force and effect, and neither the Company nor any Subsidiary
     has  any notice of any material claim of any sort that has been asserted by
     anyone  adverse to the rights of the Company or any Subsidiary under any of
     the  leases  or  subleases mentioned above, or affecting or questioning the
     rights  of  the  Company or the Subsidiaries to the continued possession of
     the  leased  or  subleased  premises  under  any  such  lease  or sublease.

          (xix)  Investment  Company  Act.  The  Company  is  not,  and upon the
                 ------------------------
     issuance  and  sale  of  the  Securities  as  herein  contemplated  and the
     application  of  the net proceeds therefrom as described in any preliminary
     prospectus  and  the  Prospectus will not be, an "investment company" or an
     entity "controlled" by an "investment company" as such terms are defined in
     the  Investment  Company  Act  of  1940,  as  amended  (the  "1940  Act").
                                                                   ---------

          (xx)  Environmental  Laws.  Except  as  described  in the Registration
                -------------------
     Statement  and except as would not, singly or in the aggregate, result in a
     Material  Adverse  Effect, (A) neither the Company nor any Subsidiary is in
     violation  of  any  federal,  state,  local  or foreign statute, law, rule,
     regulation,  ordinance,  code, policy or rule of common law or any judicial
     or  administrative  interpretation  thereof,  including  any  judicial  or
     administrative order, consent, decree or judgment, relating to pollution or
     protection of human health, the environment (including, without limitation,
     ambient air, surface water, groundwater, land surface or subsurface strata)
     or  wildlife,  including, without limitation, laws and regulations relating
     to  the  release  or  threatened  release  of  chemicals,  pollutants,
     contaminants,  wastes, toxic substances, hazardous substances, petroleum or
     petroleum  products  (collectively,  "Hazardous  Materials")  or  to  the
                                           --------------------
     manufacture,  processing,  distribution, use, treatment, storage, disposal,
     transport  or handling of Hazardous Materials (collectively, "Environmental
                                                                   -------------
     Laws"),  (B)  the  Company  and  the  Subsidiaries  have  all  permits,
     ----
     authorizations  and  approvals  required under any applicable Environmental
     Laws  and  are each in compliance with their requirements, (C) there are no
     previously  instituted  or,  to  the  Company's  knowledge,  any pending or
     threatened, administrative, regulatory or judicial actions, suits, demands,
     demand  letters,  claims,  liens,  notices  of  noncompliance or violation,
     investigation  or proceedings relating to any Environmental Law against the
     Company  or any Subsidiary and (D) to the Company's knowledge, there are no
     events or circumstances that might reasonably be expected to form the basis
     of  an  order for clean-up or remediation, or an action, suit or proceeding
     by  any  private party or governmental body or agency, against or affecting
     the  Company  or  any  Subsidiary  relating  to  Hazardous Materials or any
     Environmental  Laws.


<PAGE>
          (xxi)  Taxes.  The Company and the Subsidiaries (other than PNS, which
                 -----
     has  been  administratively  dissolved  for  failure to file certain annual
     reports  and  pay  associated  fees)  have  (a)  timely  filed all material
     foreign,  United  States  federal, state and local tax returns, information
     returns,  and  similar  reports  that are required to be filed (taking into
     account  valid  extensions),  and  all  tax  returns  are true, correct and
     complete,  (b)  paid  in  full  all taxes required to be paid by it and any
     other  assessment,  fine  or penalty levied against it, except for any such
     tax,  assessment, fine or penalty that is currently being contested in good
     faith  or  as  would not have, individually or in the aggregate, a Material
     Adverse  Effect, and (c) established on the applicable financial statements
     reserves  that  are  adequate  for the payment of all taxes not yet due and
     payable.

          (xxii) Regulatory Agreements. Except for the Company's commitment with
                 ---------------------
     the  FRB not to incur any additional indebtedness without FRB's consent and
     for commitments of the Company and the Bank with respect to the divestiture
     of  certain  real  estate  investments  if  the JB&T Agreement is effected,
     neither the Company nor any of the Subsidiaries is a party to or subject to
     any  order,  decree,  agreement,  memorandum  or  understanding  or similar
     agreement  with,  or  a  commitment  letter,  supervisory letter or similar
     submission  to,  any  governmental  entity  charged with the supervision or
     regulation  of  depository  institutions  or  engaged  in  the insurance of
     deposits  (including  the  FDIC)  or  the  supervision or regulation of the
     Company  or  the  Subsidiaries,  except  as  would  not,  singly  or in the
     aggregate, result in a Material Adverse Effect, and neither the Company nor
     any  Subsidiary  has been advised by any such governmental entity that such
     governmental  entity  is  contemplating  issuing  or  requesting  (or  is
     considering  the  appropriateness of issuing or requesting) any such order,
     decree,  agreement,  memorandum  or  understanding,  commitment  letter,
     supervisory letter or similar submission, except as would not, singly or in
     the  aggregate,  result  in  a  Material  Adverse  Effect.

          (xxiii)  Statistical  and  Market  Data.  The  statistical  and market
                   ------------------------------
     related  data  contained  in  any  preliminary  prospectus, the Prospectus,
     and/or  the  Registration  Statement  are  based on or derived from sources
     which  the  Company  reasonably  believes  are  reliable  and  accurate.

          (xxiv)  Relationship.  No  relationship,  direct  or  indirect, exists
                  ------------
     between  or  among  the Company or any Subsidiary, on the one hand, and the
     directors, officers, shareholders, customers or suppliers of the Company or
     any  Subsidiary,  on  the  other,  that  is  required by the 1933 Act to be
     described in the Registration Statement, any preliminary prospectus, and/or
     the  Prospectus  and  that  is  not  so  described.

          (xxv)  Unlawful  Payments. Neither the Company nor any Subsidiary nor,
                 ------------------
     to  the knowledge of the Company, any director, officer, agent, employee or
     other  person  associated  with  or  acting on behalf of the Company or any
     Subsidiary  has (A) used any corporate funds for any unlawful contribution,
     gift,  entertainment  or  other  unlawful  expense  relating  to  political
     activity;  (B)  made any direct or indirect unlawful payment to any foreign
     or  domestic  government  official  or  employee  from corporate funds; (C)
     violated  or  is  in  violation  of  any  provision  of the Foreign Corrupt
     Practices  Act  of  1977;  or (D) made any bribe, rebate, payoff, influence
     payment,  kickback  or  other  unlawful  payment.


<PAGE>
          (xxvi)  Deposit Insurance. The deposit accounts of FSGBank are insured
                  -----------------
     by  the  FDIC  to  the  legal  maximum,  FSGBank  has paid all premiums and
     assessments  required  by  the  FDIC  and the regulations thereunder and no
     proceeding  for  the termination or revocation of such insurance is pending
     or  threatened.  FSGBank  is  a member in good standing of the Federal Home
     Loan  Bank  of  Cincinnati.

          (xxvii) No Registration Rights. No person has the right to require the
                  ----------------------
     Company  or  any  Subsidiary  to register any securities for sale under the
     1933  Act  by  reason  of the filing of the Registration Statement with the
     Commission  or  the  issuance  and sale of the Securities to be sold by the
     Company  hereunder.

          (xxviii)  No Stabilization or Manipulation. The Company has not taken,
                    --------------------------------
     directly  or indirectly, any action designed to or that could reasonably be
     expected  to  cause  or  result in any stabilization or manipulation of the
     price  of  the  Securities.

          (xxix)  No  Unauthorized  Use  of  Prospectus.  The  Company  has  not
                  -------------------------------------
     distributed  and,  prior  to the later to occur of (i) the Closing Time and
     (ii)  completion of the distribution of the Securities, will not distribute
     any prospectus (as such term is defined in the 1933 Act) in connection with
     the  offering  and  sale  of  the  Securities  other  than the Registration
     Statement,  any  preliminary prospectus, the Prospectus or other materials,
     if  any,  permitted  by  the  1933  Act and approved by the Representative.

          (xxx) Forward-Looking Statements. No forward-looking statement (within
                --------------------------
     the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act)
     contained in the Registration Statement, any preliminary prospectus, or the
     Prospectus  has  been  made or reaffirmed without a reasonable basis or has
     been  disclosed  other  than  in  good  faith.

          (xxxi)  Sarbanes-Oxley  Act.  The  Company  is  in compliance with the
                  -------------------
     applicable  provisions of the Sarbanes-Oxley Act, the rules and regulations
     of  the Commission thereunder, and the corporate governance and other rules
     and  requirements  of  Nasdaq.

          (xxxii)  Lock-up  Agreements. Each of the Company's executive officers
                   -------------------
     and  directors,  in  each case as listed on Schedule D hereto, has executed
     and  delivered  lock-up  agreements as contemplated by Section 5(i) hereof.


<PAGE>
          (xxxiii)  Internal  Control  Over Financial Reporting. The Company and
                    -------------------------------------------
     its  Subsidiaries  maintain  a  system  of  internal control over financial
     reporting  (as  such term is defined in Rules 13a-15(f) and 15d-15(f) under
     the  1934  Act)  sufficient  to  provide  reasonable  assurances  that  (A)
     transactions  are  executed  in  accordance  with  management's  general or
     specific  authorizations,  (B)  transactions  are  recorded as necessary to
     permit  preparation  of financial statements in conformity with GAAP and to
     maintain  accountability for assets, (C) access to assets is permitted only
     in  accordance  with management's general or specific authorization and (D)
     the  recorded  accounting  for  assets  is compared with existing assets at
     reasonable  intervals  and  appropriate action is taken with respect to any
     differences.  The  Company's  independent registered public accounting firm
     and the Audit Committee of the Board of Directors have been advised of: (A)
     any  significant  deficiencies  and  material  weaknesses  in the design or
     operation  of  internal  control  over  financial  reporting  which  could
     adversely  affect  the Company's ability to record, process, summarize, and
     report  financial  data;  and  (B) any fraud, whether or not material, that
     involves  management  or other employees who have a significant role in the
     Company's  internal  control  over  financial  reporting.

          (xxxiv)  Fees. Other than as contemplated by this Agreement, except as
                   ----
     disclosed  in  any  preliminary prospectus and the Prospectus or except for
     any  bonus  payments to employees in connection with the offering, there is
     no  broker,  finder  or  other  party  that is entitled to receive from the
     Company  or  any Subsidiary any brokerage or finder's fee or any other fee,
     commission  or payment as a result of the transactions contemplated by this
     Agreement.

          (xxxv)  ERISA.  The  Company  and  the  Subsidiaries  or  their "ERISA
                 -----
     Affiliates"  (as  defined below) are in compliance in all material respects
     with  all presently applicable provisions of the Employee Retirement Income
     Security  Act  of 1974, as amended, including the regulations and published
     interpretations  thereunder ("ERISA"); no "reportable event" (as defined in
                                   -----
     ERISA) has occurred with respect to any "employee benefit plan" (as defined
     in  ERISA) for which the Company, any Subsidiary, or ERISA Affiliates would
     have  any  liability;  none of the Company, any Subsidiary, nor their ERISA
     Affiliates have incurred or expect to incur liability under (i) Title IV of
     ERISA  with  respect  to  termination of, or withdrawal from, any "employee
     benefit  plan"  or  (ii)  Sections  412,  4971, 4975 or 4980B of the United
     States  Internal  Revenue Code of 1986, as amended, and the regulations and
     published  interpretations  thereunder  (collectively the "Code"); and each
                                                                ----
     "employee  benefit  plan"  for  which the Company, any Subsidiary or any of
     their  ERISA  Affiliates  would  have  any liability that is intended to be
     qualified  under Section 401(a) of the Code is so qualified in all material
     respects  and  nothing as occurred, whether by action or by failure to act,
     which  would cause the loss of such qualification. "ERISA Affiliate" means,
                                                         ---------------
     with  respect  to the Company or any Subsidiary, any member of any group of
     organizations  described in Sections 414(b), (c), (m) or (o) of the Code or
     Section  400(b)  of  ERISA  of  which  the  Company or such Subsidiary is a
     member.

          (xxxvi)  JB&T  Acquisition.  The  Agreement and Plan of Share Exchange
                   -----------------
     dated  May  12, 2005, by and among the Company, FSGBank, and Jackson Bank &
     Trust  (the  "JB&T  Agreement")  is in full force and effect as of the date
                   ---------------
     hereof,  and  to  the  knowledge  of  the  Company,  no  events,  facts  or
     circumstances  exist  that,  either  with  the


<PAGE>
     passage  of  time  or  the giving of notice, constitute a default under the
     JB&T  Agreement  or  are reasonably likely to give either or both parties a
     right  to  terminate  the  JB&T  Agreement.

          (xxxvii)  SEC Documents. The Company is subject to and is reporting in
                    -------------
     accordance  with  the  requirements  of  Section 13 or Section 15(d) of the
     Exchange  Act.

     (b)     Officer's  Certificates.  Any  certificate signed by any officer of
the  Company or any Subsidiary delivered to the Representative or to counsel for
the Underwriters shall be deemed a representation and warranty by the Company to
each  Underwriter  as  to  the  matters  covered  thereby.

     SECTION  2.     Sale  and  Delivery  to  Underwriters;  Closing.
                     -----------------------------------------------

     (a)     Initial  Securities.  On  the  basis  of  the  representations  and
warranties  herein  contained and subject to the terms and conditions herein set
forth,  the  Company  agrees  to  sell  to  each  Underwriter, severally and not
jointly,  and  each  Underwriter,  severally and not jointly, agrees to purchase
from the Company, at the price per share set forth in Schedule C, that number of
Initial  Securities  set  forth  in  Schedule  A  opposite  the  name  of  such
Underwriter,  plus  any  additional  number  of  Initial  Securities  which such
Underwriter  may  become  obligated  to  purchase  pursuant to the provisions of
Section  10  hereof,  subject,  in  each  case,  to  such  adjustments among the
Underwriters  as  the  Representative  in  its  sole  discretion  shall  make to
eliminate  any  sales  or  purchases  of  fractional  securities.

     (b)     Option  Securities.  In  addition,  on  the  basis  of  the
representations  and  warranties  herein  contained and subject to the terms and
conditions  herein  set  forth,  the  Company  hereby  grants  an  option to the
Underwriters,  severally  and  not  jointly,  to  purchase up to an aggregate of
675,000  additional  shares  of Common Stock, as set forth in Schedule B, at the
price  per  share set forth in Schedule C, less an amount per share equal to any
dividends  or  distributions  declared by the Company and payable on the Initial
Securities  but not payable on the Option Securities.  The option hereby granted
will  expire  30  days after the date hereof and may be exercised in whole or in
part  from  time  to time only for the purpose of covering over-allotments which
may  be  made  in  connection  with the offering and distribution of the Initial
Securities  upon  notice  by the Representative to the Company setting forth the
number  of  Option  Securities  as  to  which  the several Underwriters are then
exercising  the  option  and  the time and date of payment and delivery for such
Option  Securities.  Any  such  time and date of delivery (a "Date of Delivery")
                                                              ----------------
shall  be  determined  by  the Representative, but shall not be later than seven
full  business days after the exercise of said option, nor in any event prior to
the  Closing Time, as hereinafter defined.  If the option is exercised as to all
or  any  portion  of  the  Option  Securities,  each of the Underwriters, acting
severally  and not jointly, will purchase that proportion of the total number of
Option  Securities  then  being purchased which the number of Initial Securities
set forth in Schedule A opposite the name of such Underwriter bears to the total
number  of  Initial  Securities, subject in each case to such adjustments as the
Representative  in its discretion shall make to eliminate any sales or purchases
of  fractional  shares.


<PAGE>
     (c)     Payment.  Payment  of  the  purchase  price  for,  and  delivery of
certificates  for, the Initial Securities shall be made at the offices of Alston
&  Bird,  LLP,  1201  West  Peachtree Street, Atlanta, Georgia 30309, or at such
other  place  as  shall be agreed upon by the Representative and the Company, at
10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30
P.M. (Eastern time) on any given day) business day after the date hereof (unless
postponed  in  accordance with the provisions of Section 10), or such other time
not  later than ten business days after such date as shall be agreed upon by the
Representative and the Company (such time and date of payment and delivery being
herein  called  "Closing  Time").
                 -------------

     In  addition,  in  the  event  that any or all of the Option Securities are
purchased  by  the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices,  or  at  such other place as shall be agreed upon by the Representative
and  the  Company,  on each Date of Delivery as specified in the notice from the
Representative  to  the  Company.

     Payment  shall  be  made  to  the  Company  by wire transfer of immediately
available  funds to a bank account designated by the Company against delivery to
the  Representative  for  the  respective  accounts  of  the  Underwriters  of
certificates  for the Securities to be purchased by them.  It is understood that
each  Underwriter  has authorized the Representative, for its account, to accept
delivery  of,  receipt  for,  and  make  payment  of the purchase price for, the
Initial  Securities  and  the  Option Securities, if any, which it has agreed to
purchase.  Keefe  Bruyette,  individually  and  not  as  representative  of  the
Underwriters,  may  (but shall not be obligated to) make payment of the purchase
price  for  the  Initial  Securities  or  the  Option  Securities, if any, to be
purchased  by  any Underwriter whose funds have not been received by the Closing
Time  or  the  relevant  Date  of Delivery, as the case may be, but such payment
shall  not  relieve  such  Underwriter  from  its  obligations  hereunder.

     (d)     Denominations; Registration.  The Securities to be purchased by the
Underwriter  hereunder, in definitive form, and in such authorized denominations
and  registered  in  such  names  as  Keefe  Bruyette  may request upon at least
forty-eight  hours'  prior  notice  to  the  Company shall be delivered by or on
behalf  of  the  Company  to  Keefe  Bruyette,  through  the  facilities  of the
Depository  Trust  Company ("DTC"), for the account of the Underwriters, against
                             ---
payment  by  or  on  behalf of the Underwriters of the purchase therefor by wire
transfer  of Federal (same day) funds to the account specified by the Company to
Keefe  Bruyette.  The  Company  will  cause  the  certificates  representing the
Securities  to be made available for checking and packaging at least twenty-four
hours prior to the Closing Time with respect thereto at the office of DTC or its
designated  custodian  (the  "Designated  Office").  The  time  and date of such
                              ------------------
delivery  and  payment  shall  be, with respect to the Initial Securities, 10:00
a.m.,  New York time, on the date specified by Keefe Bruyette or such other time
and  date as Keefe Bruyette and the Company may agree upon in writing, and, with
respect  to  the  Option  Securities,  10:00  a.m.,  New  York time, on the date
specified by Keefe Bruyette in the written notice given by Keefe Bruyette of the
Underwriter's  election  to  purchase such Option Securities, or such other time
and  date  as  Keefe  Bruyette  and  the  Company  may  agree  upon  in writing.


<PAGE>
     SECTION  3.     Covenants  of the Company.  The Company covenants with each
                     -------------------------
Underwriter  as  follows:

     (a)     Compliance  with  Securities  Regulations  and Commission Requests.
The  Company, subject to Section 3(b), will comply with the requirements of Rule
430A  or  Rule  434, as applicable, and will notify the Representative promptly,
and  confirm the notice in writing, (i) when any post-effective amendment to the
Registration  Statement  shall  become  effective,  or  any  supplement  to  the
Prospectus  or any amended Prospectus shall have been filed, (ii) of the receipt
of  any comments from the Commission, (iii) of any request by the Commission for
any  amendment  to  the Registration Statement or any amendment or supplement to
the  Prospectus  or  for additional information, and (iv) of the issuance by the
Commission  of  any  stop order suspending the effectiveness of the Registration
Statement,  of  any order preventing or suspending the use of the Prospectus, or
of the suspension of the qualification of the Securities for offering or sale in
any jurisdiction, or of the initiation or threatening of any proceedings for any
of  such  purposes.  The  Company  will  promptly  effect  the filings necessary
pursuant  to  Rule  424(b)  and  will  take  such steps as it deems necessary to
ascertain  promptly  whether the form of prospectus transmitted for filing under
Rule  424(b) was received for filing by the Commission and, in the event that it
was  not,  it  will  promptly  file  such  prospectus.  The  Company  will  use
commercially  reasonable  efforts to prevent the issuance of any stop order and,
if  any  stop  order  is  issued,  to obtain the lifting thereof at the earliest
possible  moment.

     (b)     Filing  of  Amendments.  The  Company  will give the Representative
notice  of  its  intention  to file or prepare any amendment to the Registration
Statement  (including any filing under Rule 462(b)) or any amendment, supplement
or  revision  to either the prospectus included in the Registration Statement at
the  time it became effective or to the Prospectus, whether pursuant to the 1933
Act,  the  1934 Act or otherwise, will furnish the Representative with copies of
any  such documents a reasonable amount of time prior to such proposed filing or
use, as the case may be, and will not file or use any such document to which the
Representative  or  counsel for the Underwriters shall have reasonably objected.

     (c)     Delivery  of Registration Statements.  The Company has furnished or
will  deliver  to  the  Representative and counsel for the Underwriters, without
charge,  signed  copies of the Registration Statement as originally filed and of
each  amendment  thereto  (including exhibits filed therewith or incorporated by
reference  therein  and  documents  incorporated or deemed to be incorporated by
reference  therein)  and  signed  copies  of  all  consents  and certificates of
experts,  and  will  also  deliver  to  the  Representative,  without  charge, a
conformed  copy  of  the  Registration Statement as originally filed and of each
amendment  thereto  (without exhibits) for each of the Underwriters.  The copies
of  the  Registration  Statement  and  each  amendment  thereto furnished to the
Underwriters  will be identical to the electronically transmitted copies thereof
filed  with  the Commission pursuant to EDGAR, except to the extent permitted by
Regulation  S-T  under  the  1933  Act.

     (d)     Delivery  of  Prospectuses.  The  Company  has  delivered  to  each
Underwriter,  without  charge,  as many copies of each preliminary prospectus as
such  Underwriter  reasonably  requested, and the Company hereby consents to the
use  of  such  copies  for purposes permitted by the 1933 Act.  The Company will
furnish  to  each  Underwriter,  without  charge,  during  the  period  when the
Prospectus  is required to be delivered under the 1933 Act or the 1934 Act, such
number  of  copies  of  the  Prospectus  (as  amended  or  supplemented) as such
Underwriter  may  reasonably


<PAGE>
request.  The  Prospectus and any amendments or supplements thereto furnished to
the  Underwriters  will  be  identical  to the electronically transmitted copies
thereof  filed  with  the  Commission  pursuant  to  EDGAR, except to the extent
permitted  by  Regulation  S-T  under  the  1933  Act.

     (e)     Continued Compliance with Securities Laws.  The Company will comply
with  the  1933  Act  and  the  1934  Act  so as to permit the completion of the
distribution  of  the  Securities  as  contemplated in this Agreement and in the
Prospectus.  If  at any time when a prospectus is required by the 1933 Act to be
delivered  in  connection  with  sales of the Securities as contemplated by this
Agreement,  any  event shall occur or condition shall exist as a result of which
it  is  necessary,  in the reasonable opinion of counsel for the Underwriters or
for  the Company, to amend the Registration Statement or amend or supplement the
Prospectus  in  order that the Prospectus will not include any untrue statements
of  a  material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances existing
at  the time it is delivered to a purchaser, or if it shall be necessary, in the
reasonable  opinion  of such counsel, at any such time to amend the Registration
Statement  or  amend  or  supplement  the Prospectus in order to comply with the
requirements  of  the  1933  Act  in  connection with sales of the Securities as
contemplated  by this Agreement, the Company will promptly prepare and file with
the  Commission, subject to Section 3(b), such amendment or supplement as may be
necessary  to  correct  such  statement  or omission or to make the Registration
Statement  or the Prospectus comply with such requirements, and the Company will
furnish  to  the  Underwriters  such  number  of  copies  of  such  amendment or
supplement  as  the  Underwriters  may  reasonably  request.

     (f)     Blue  Sky  Qualifications.  The  Company  will use its commercially
reasonable  efforts,  in  cooperation  with  the  Underwriters,  to  qualify the
Securities  for  offering  and sale under the applicable securities laws of such
states  and  other jurisdictions (domestic or foreign) as the Representative may
reasonably  have  designated  in  writing and to maintain such qualifications in
effect  for  a  period of not less than one year from the later of the effective
date  of  the Registration Statement and any Rule 462(b) Registration Statement;
provided,  however,  that  the Company shall not be obligated to execute or file
any general consent to service of process or to qualify or register as a foreign
corporation  or as a dealer in securities in any jurisdiction in which it is not
so  qualified, required to file such a consent, or to subject itself to taxation
in respect of doing business in any jurisdiction in which it is not otherwise so
subject.  In  each  U.S.  jurisdiction  in  which  the  Securities  have been so
qualified,  the Company will file such statements and reports as may be required
by  the laws of such jurisdiction to continue such qualification in effect for a
period  of  not  less  than one year from the effective date of the Registration
Statement  and  any  Rule  462(b)  Registration  Statement.

     (g)     Rule  158.  The  Company  will timely file such reports pursuant to
the  1934  Act  as  are  necessary  in  order to make generally available to its
securityholders  as  soon  as practicable an earnings statement for the purposes
of,  and  to provide the benefits contemplated by, the last paragraph of Section
11(a)  of  the  1933  Act.

     (h)     Use of Proceeds.  The Company will use the net proceeds received by
it  from  the  sale  of the Securities in the manner specified in the Prospectus
under  "Use  of  Proceeds."


<PAGE>
     (i)     Listing.  The  Company will use its commercially reasonable efforts
to  effect  and  maintain the quotation of the Securities on the Nasdaq National
Market  and  will file with the Nasdaq National Market all documents and notices
required  by  the  Nasdaq National Market of companies that have securities that
are  traded in the over-the-counter market and quotations for which are reported
by  the  Nasdaq  National  Market.

     (j)     Restriction  on  Sale  of  Securities.  During a period of 180 days
from the date of the Prospectus (the "Restricted Period"), the Company will not,
                                      -----------------
without the prior written consent of Keefe Bruyette, directly or indirectly, (i)
offer,  pledge, sell, contract to sell, sell any option or contract to purchase,
purchase  any  option or contract to sell, grant any option, right or warrant to
purchase  or  otherwise  transfer or dispose of any share of Common Stock or any
securities  convertible  into or exercisable or exchangeable for Common Stock or
file  any  registration  statement under the 1933 Act with respect to any of the
foregoing  or  (ii)  enter  into  any  swap, hedge or any other agreement or any
transaction  that  transfers,  in  whole or in part, directly or indirectly, the
economic  consequence  of  ownership of the Common Stock, whether any such swap,
hedge  or  transaction described in clause (i) or (ii) above is to be settled by
delivery  of  Common  Stock or such other securities, in cash or otherwise.  The
foregoing  sentence  shall not apply to (A) the Securities to be sold hereunder,
(B)  any  shares  of  Common Stock issued by the Company upon the exercise of an
option  or  warrant  outstanding  on  the  date  hereof  and  referred to in the
Prospectus  and  any  preliminary  prospectus, (C) any shares of Common Stock or
other  securities  issued,  options to purchase Common Stock or other securities
granted  pursuant  to existing director or employee benefit plans of the Company
referred  to in the Prospectus and any preliminary prospectus, (D) any shares of
Common  Stock  or any securities convertible into or exercisable or exchangeable
for  Common Stock offered, pledged or contracted to be sold as consideration for
the  acquisition  by  the Company or any Subsidiary of the business or assets of
any  entity  not  controlled by any executive officer, director, or affiliate of
the  Company,  or  (E)  any  transfer,  sale or other disposition with the prior
written  consent  of  Keefe Bruyette.  Keefe Bruyette agrees not to provide such
consent  without  providing notice to each Underwriter to permit compliance with
applicable  provisions  of NASD Conduct Rule 2177(f) restricting publication and
distribution  of research and public appearances by research analysts before and
after  the  expiration,  waiver or termination of a lock-up agreement and agrees
only to provide consent in circumstances that will permit such compliance by the
Underwriters. Notwithstanding the foregoing, in the event that either (i) during
the  period  that  begins  on  the  date that is 15 calendar days plus three (3)
business  days before the last day of the Restricted Period and ends on the last
day of the Restricted Period, the Company issues an earnings release or material
news  or  a  material event relating to the Company occurs, or (ii) prior to the
expiration  of the Restricted Period, the Company announces that it will release
earnings  results  during  the  16-day  period  beginning on the last day of the
Restricted  Period,  the  restrictions  set  forth herein will continue to apply
until  the  expiration  of  the  date  that  is  15 calendar days plus three (3)
business  days  after  the  date  on which the earnings release is issued or the
material  news  or  event  related  to  the  Company  occurs.

     (k)     Reporting  Requirements.  The  Company,  during the period when the
Prospectus  is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act (including as allowed to be
extended  pursuant  to  Form  12b-25  or  otherwise  under  the  1934  Act).


<PAGE>
     (l)     Compliance  with  the  Sarbanes-Oxley  Act.  During the time when a
Prospectus  is required to be delivered under the 1933 Act, the Company shall at
all  times  comply,  in all material respects, with all applicable provisions of
the  Sarbanes-Oxley Act, including the related rules and regulations promulgated
thereunder  by  the Commission and The Nasdaq Stock Market, Inc., in effect from
time  to  time.

     (m)     Compliance  with  the  Cuba  Act.  In  accordance with that certain
Florida  Act relating to the disclosure of doing business with Cuba, codified as
Section 517.075 of the Florida statutes and the rules and regulations thereunder
(the  "Cuba  Act")  and without limitation to the provisions of Sections 6 and 7
       ---------
hereof,  the Company agrees to indemnify and hold harmless each Underwriter from
and  against  any  and all loss, liability, claim, damage and expense whatsoever
(including  fees  and disbursements of counsel), as incurred, arising out of any
violation  by  the  Company  of  the  Cuba  Act.

     SECTION  4.     Payment  of  Expenses.
                     ---------------------

     (a)     Expenses.  The  Company  will  pay or cause to be paid all expenses
incident to the performance of their obligations under this Agreement, including
(i)  the  preparation,  printing  and  filing  of  the  Registration  Statement
(including  financial  statements  and exhibits) as originally filed and of each
amendment  thereto,  (ii)  the printing and delivery to the Underwriters of this
Agreement,  any  Agreement among Underwriters and such other documents as may be
required  in  connection with the offering, purchase, sale, issuance or delivery
of  the  Securities,  (iii)  the  preparation,  issuance  and  delivery  of  the
certificates  for  the  Securities  to  the Underwriters, including any stock or
other  transfer  taxes  and  any  stamp  or  other duties payable upon the sale,
issuance  or  delivery  of the Securities to the Underwriters, (iv) the fees and
disbursements  of the Company's counsel, accountants and other advisors, (v) the
qualification  of  the  Securities  under securities laws in accordance with the
provisions  of  Section  3(f)  hereof,  including  actual  filing  fees  and the
reasonable  fees and disbursements of counsel for the Underwriters in connection
therewith  and in connection with the preparation of the Blue Sky Survey and any
supplement  thereto (not to exceed $2,500 in the aggregate without the Company's
written  consent),  (vi)  if  requested  by the Representative, the printing and
delivery  to  the  Underwriters of copies of each preliminary prospectus, and of
the Prospectus and any amendments or supplements thereto, (vii) the preparation,
printing  and  delivery to the Underwriters of copies of the Blue Sky Survey and
any  supplement  thereto,  (viii) the fees and expenses of any transfer agent or
registrar  for  the  Securities and (ix) the actual filing fees incident to, and
the  reasonable  fees  and  disbursements of counsel to the Underwriters (not to
exceed  $7,500  in  the  aggregate  without  the  Company's  written consent) in
connection  with,  the review by the National Association of Securities Dealers,
Inc.  (the "NASD") of the terms of the sale of the Securities and (x) the actual
            ----
fees and expenses incurred in connection with the inclusion of the Securities in
the Nasdaq National Market.  Except as provided in this Section 4, Section 6 and
Section  7  hereof,  the Underwriters shall pay their own expenses including the
fees  and  disbursements  of  their  counsel.

     (b)     Termination  of  Agreement.  If this Agreement is terminated by the
Representative  in  accordance with the provisions of Section 5, Section 9(a) or
Section 11 hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket  expenses,  including  the  reasonable  fees  and disbursements of
counsel  for  the  Underwriters, incurred by the Underwriters in connection with
the  proposed  purchase  and  the  offering  and  sale  of  the  Securities  as
contemplated  in  this  Agreement.


<PAGE>
     SECTION 5.     Conditions of Underwriters' Obligations.  The obligations of
                    ---------------------------------------
the  several  Underwriters  hereunder  are  subject  to  the  accuracy  of  the
representations  and  warranties of the Company contained in Section 1 hereof or
in  certificates  of any officer of the Company or any Subsidiary of the Company
delivered  pursuant  to the provisions hereof, to the performance by the Company
of  its  covenants and other obligations hereunder, and to the following further
conditions:

     (a)     Effectiveness  of  Registration  Statement.  The  Registration
Statement,  including  any  Rule  462(b)  Registration  Statement,  has  become
effective  and at Closing Time no stop order suspending the effectiveness of the
Registration  Statement shall have been issued under the 1933 Act or proceedings
therefor  initiated  or,  to  the  knowledge  of  the Company, threatened by the
Commission,  and  any  request  on  the  part  of  the Commission for additional
information  (to  be included in the Registration Statement or Prospectus) shall
have  been  complied  with  to  the  reasonable  satisfaction  of counsel to the
Underwriters.  A prospectus containing the Rule 430A Information shall have been
filed  with  the  Commission in accordance with Rule 424(b) (or a post-effective
amendment  providing  such  information  shall  have  been  filed  and  declared
effective  in  accordance  with  the  requirements  of  Rule  430A).

     (b)     Opinion  of  Counsel  for  Company.  At  Closing  Time,  the
Representative  shall  have  received the favorable opinion, dated as of Closing
Time,  of  Powell  Goldstein  LLP, counsel for the Company, in the form and with
respect  to  the  matters  set  forth  on  Exhibit  A,  together  with signed or
reproduced  copies  of  such  letter  for  each of the other Underwriters to the
effect  set  forth  in  Exhibit  A  hereto.

     (c)     Opinion  of  Counsel  for  Underwriters.  At  Closing  Time,  the
Representative  shall  have  received the favorable opinion, dated as of Closing
Time,  of  Alston  &  Bird,  LLP,  counsel  for  the  Underwriters.

     (d)     Officers' Certificate.  At Closing Time, there shall not have been,
since  the  date hereof or since the respective dates as of which information is
given in the Prospectus, any material adverse change in the condition, financial
or  otherwise, or in the earnings, business affairs or business prospects of the
Company  and  the  Subsidiaries  considered  as  one  enterprise, whether or not
arising  in  the  ordinary course of business, and the Representative shall have
received  a  certificate of the President or a Vice President of the Company and
of  the  chief financial or chief accounting officer of the Company, dated as of
Closing  Time,  to  the  effect that (i) there has been no such material adverse
change,  (ii) the representations and warranties in Section 1(a) hereof are true
and correct with the same force and effect as though expressly made at and as of
Closing  Time,  (iii) the Company has complied with all agreements and satisfied
all  conditions  on its part to be performed or satisfied at or prior to Closing
Time,  and  (iv)  no stop order suspending the effectiveness of the Registration
Statement  has  been  issued  and  no  proceedings  for  that  purpose have been
instituted  or, to the knowledge of the Company, are pending or are contemplated
by  the  Commission.

     (e)     Accountant's  Comfort Letter.  At the time of the execution of this
Agreement,  the  Representative shall have received from Decosimo a letter dated
such  date, in form and substance reasonably satisfactory to the Representative,
together  with  signed or reproduced copies of such letter for each of the other
Underwriters  containing  statements  and  information  of  the  type ordinarily
included  in  accountants' "comfort letters" to underwriters with respect to the


<PAGE>
financial  statements  and  certain  financial  information  contained  in  the
Registration  Statement  and  the  Prospectus.

     (f)     Bring-down  Comfort  Letter.  At  Closing  Time, the Representative
shall  have  received  from  Decosimo a letter, dated as of Closing Time, to the
effect  that  they reaffirm the statements made in the letter furnished pursuant
to  subsection  (e)  of this Section, except that the specified date referred to
shall be a date not more than three (four, if the pricing occurs after 4:30 P.M.
Eastern  time  on  any  given  day)  business  days  prior  to  Closing  Time.

     (g)     Approval  of  Listing.  At  Closing Time, the Securities shall have
been  approved  for  inclusion  in  the  Nasdaq National Market, subject only to
official  notice  of  issuance.

     (h)     No  Objection.  The  NASD  has confirmed that it has not raised any
objection  with  respect  to the fairness and reasonableness of the underwriting
terms  and  arrangements.

     (i)     Lock-up  Agreements.  Prior  to the distribution of the preliminary
Prospectus, the Representative shall have received an agreement substantially in
the  form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

     (j)     Delivery  of  Prospectus.  The Company shall have complied with the
provisions hereof with respect to the furnishing of prospectuses on the New York
Business  Day  next  succeeding  the  date  of  this  Agreement.

     (k)     No  Termination Event.  On or after the date hereof there shall not
have  occurred  any  of  the  events,  circumstances or occurrences set forth in
Section  9(a).

     (l)     DTC.  The  Company  shall  have taken all actions as are reasonably
required  to  render the Securities eligible to be traded via DTC, including but
not  limited  to  delivery  of  a  Blanket  Letter  of  Representations  to DTC.

     (m)     Conditions to Purchase of Option Securities.  In the event that the
Underwriters  exercise  their option provided in Section 2(b) hereof to purchase
all  or any portion of the Option Securities, the representations and warranties
of the Company contained herein and the statements in any certificates furnished
by  the  Company  and  any subsidiary of the Company hereunder shall be true and
correct  with the same force and effect as though expressly made at each Date of
Delivery  and,  at  the relevant Date of Delivery, the Representative shall have
received:

          (i) Officers' Certificate. A certificate, dated such Date of Delivery,
              ---------------------
     of  the  President  or  a  Vice  President  of the Company and of the chief
     financial  or  chief  accounting officer of the Company confirming that the
     certificate  delivered  at the Closing Time pursuant to Section 5(d) hereof
     remains  true  and  correct  in  all  material  respects as of such Date of
     Delivery.

          (ii)  Opinion  of Counsel for Company. The favorable opinion of Powell
                -------------------------------
     Goldstein LLP, counsel for the Company, in the form and with respect to the
     matters  set  forth  on Exhibit A, dated such Date of Delivery, relating to
     the  Option  Securities  to  be  purchased  on  such  Date  of Delivery and
     otherwise  to  the  same  effect  as  the  opinion required by Section 5(b)
     hereof.


<PAGE>
          (iii)  Opinion  of  Counsel for Underwriters. The favorable opinion of
                 -------------------------------------
     Alston  &  Bird,  LLP,  counsel  for  the  Underwriters, dated such Date of
     Delivery, relating to the Option Securities to be purchased on such Date of
     Delivery  and  otherwise  to  the  same  effect  as the opinion required by
     Section  5(c)  hereof.

          (iv)  Bring-down  Comfort  Letter. A letter from Decosimo, in form and
                ---------------------------
     substance reasonably satisfactory to the Representative and dated such Date
     of  Delivery,  substantially  in  the same form and substance as the letter
     furnished  to  the  Representative  pursuant to Section 5(f) hereof, except
     that  the  "specified  date"  in  the  letter  furnished  pursuant  to this
     paragraph  shall  be  a  date not more than five days prior to such Date of
     Delivery.

          (v)  No  Termination Event. There shall not have occurred prior to the
               ---------------------
     Date  of Delivery any of the events, circumstances or occurrences set forth
     in  Section  9(a).

     (n)     Additional  Documents.  At  Closing  Time  and  at  each  Date  of
Delivery,  as  the  case  may  be,  counsel for the Underwriters shall have been
furnished  with such documents and opinions from the Company as they may require
for  the  purpose  of  enabling  them  to pass upon the issuance and sale of the
Securities  as  herein contemplated, or in order to evidence the accuracy of any
of  the  representations  or  warranties,  or  the  fulfillment  of  any  of the
conditions,  herein  contained;  and  all  proceedings  taken  by the Company in
connection  with  the issuance and sale of the Securities as herein contemplated
shall be reasonably satisfactory in form and substance to the Representative and
counsel  for  the  Underwriters.

     (o)     Termination  of  Agreement.  If  any  condition  specified  in this
Section  5  shall  not have been fulfilled when and as required to be fulfilled,
this  Agreement,  or,  in  the  case  of any condition to the purchase of Option
Securities  on  a  Date  of  Delivery  which  is  after  the  Closing  Time, the
obligations  of  the  several  Underwriters  to  purchase  the  relevant  Option
Securities,  may  be  terminated  by the Representative by written notice to the
Company at any time at or prior to Closing Time or such Date of Delivery, as the
case  may  be,  and such  termination shall be without liability of any party to
any other party except as provided in Section 4 and except that Sections 1, 6, 7
and  8  shall  survive any such termination and remain in full force and effect.

     SECTION  6.     Indemnification.
                     ---------------

     (a)     Indemnification  of Underwriters.  The Company and the Subsidiaries
agree,  jointly  and  severally, to indemnify and hold harmless each Underwriter
and  each  person,  if  any,  who controls any Underwriter within the meaning of
Section  15  of  the 1933 Act or Section 20 of the 1934 Act to the extent and in
the  manner  set  forth  in  clauses  (i),  (ii)  and  (iii)  below:


<PAGE>
          (i)  against  any  and  all loss, liability, claim, damage and expense
     whatsoever,  as  incurred,  arising  out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or  any  amendment  thereto),  including the Rule 430A Information and the
     Rule  434  Information,  if applicable, or the omission or alleged omission
     therefrom  of a material fact required to be stated therein or necessary to
     make  the  statements  therein  not misleading or arising out of any untrue
     statement  or  alleged  untrue statement of a material fact included in any
     preliminary  prospectus  or  the Prospectus (or any amendment or supplement
     thereto),  or the omission or alleged omission therefrom of a material fact
     necessary  in  order  to  make  the statements therein, in the light of the
     circumstances  under  which  they  were  made,  not  misleading;

          (ii)  against  any  and all loss, liability, claim, damage and expense
     whatsoever,  as  incurred,  to  the  extent of the aggregate amount paid in
     settlement  of  any  litigation,  or any investigation or proceeding by any
     governmental  agency  or  body,  commenced  or  threatened, or of any claim
     whatsoever  based  upon  any such untrue statement or omission, or any such
     alleged  untrue  statement  or  omission; provided that (subject to Section
     6(d) below) any such settlement is effected with the written consent of the
     Company;  and

          (iii)  against  any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by Keefe Bruyette), reasonably
     incurred  in  investigating, preparing or defending against any litigation,
     or  any  investigation  or  proceeding  by any governmental agency or body,
     commenced or threatened, or any claim whatsoever based upon any such untrue
     statement or omission, or any such alleged untrue statement or omission, to
     the  extent  that  any  such  expense  is not paid under (i) or (ii) above;

provided,  however,  that  this indemnity agreement shall not apply to any loss,
--------   -------
liability,  claim,  damage  or  expense  to the extent arising out of any untrue
statement  or  omission or alleged untrue statement or omission made in reliance
upon  and in conformity with written information furnished to the Company by any
Underwriter  through  Keefe  Bruyette  expressly  for  use  in  the Registration
Statement  (or  any  amendment thereto), including the Rule 430A Information, if
applicable, or any preliminary prospectus or the Prospectus (or any amendment or
supplement  thereto);  provided  further  that the parties acknowledge and agree
that  the  only  information  that  any Underwriter has furnished to the Company
specifically for inclusion in the Registration Statement, preliminary prospectus
and Prospectus (or any amendment or supplement thereto) are the last sentence of
the last paragraph on the front cover page of the Prospectus and the preliminary
prospectus  regarding  the  anticipated  delivery  date  of  the Securities, the
concession  and  reallowance  figures appearing in the Prospectus in the section
entitled  "Underwriting"  and  the  information  contained  under  the  captions
"Underwriting  -  Stabilization"  and  "Underwriting  -  Passive Market Making."

     (b)     Indemnification  of Company and Directors and Officers. Underwriter
severally agrees to indemnify and hold harmless the Company, its directors, each
of  its officers who signed the Registration Statement, and each person, if any,
who  controls  the  Company  within the meaning of Section 15 of the 1933 Act or
Section  20  of the 1934 Act, against any and all loss, liability, claim, damage
and  expense  described  in  the  indemnity  contained in subsection (a) of this
Section,  as  incurred, but only with respect to untrue statements or omissions,
or  alleged


<PAGE>
untrue  statements  or  omissions,  made  in  the Registration Statement (or any
amendment  thereto),  including the Rule 430A Information, if applicable, or any
preliminary  prospectus  or  the  Prospectus  (or  any  amendment  or supplement
thereto)  in  reliance upon and in conformity with written information furnished
to  the  Company by such Underwriter through Keefe Bruyette expressly for use in
the  Registration  Statement  (or  any  amendment  thereto)  or such preliminary
prospectus  or the Prospectus (or any amendment or supplement thereto), provided
that  the  parties  acknowledge and agree that the only written information that
any  Underwriter  has furnished to the Company specifically for inclusion in the
Registration  Statement, preliminary prospectus and Prospectus (or any amendment
or  supplement thereto) are the last sentence of the last paragraph on the front
cover  page  of  the  Prospectus  and  the  preliminary prospectus regarding the
anticipated  delivery  date  of  the  Securities, the concession and reallowance
figures  appearing in the Prospectus  in the section entitled "Underwriting" and
the  information contained under the captions "Underwriting - Stabilization" and
"Underwriting  -  Passive  Market  Making."

     (c)     Actions  against  Parties;  Notification.  Each  indemnified  party
shall  give  notice  as  promptly as reasonably practicable to each indemnifying
party  of  any  action commenced against it in respect of which indemnity may be
sought  hereunder,  but  failure  to  so  notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it  from  any  liability  which  it  may  have otherwise than on account of this
indemnity  agreement.  In  the  case  of parties indemnified pursuant to Section
6(a)  above,  counsel  to  the  indemnified  parties  shall be selected by Keefe
Bruyette,  and,  in  the  case  of  parties indemnified pursuant to Section 6(b)
above,  counsel to the indemnified parties shall be selected by the Company.  An
indemnifying party may participate at its own expense in the defense of any such
action;  provided,  however,  that  counsel  to the indemnifying party shall not
(except  with  the  consent  of  the  indemnified  party) also be counsel to the
indemnified  party.  In  no  event  shall the indemnifying parties be liable for
fees  and  expenses  of more than one counsel (in addition to any local counsel)
separate  from  their own counsel for all indemnified parties in connection with
any  one  action  or  separate  but  similar  or  related  actions  in  the same
jurisdiction  arising  out of the same general allegations or circumstances.  No
indemnifying  party  shall, without the prior written consent of the indemnified
parties,  settle  or  compromise  or  consent  to the entry of any judgment with
respect  to  any  litigation,  or  any  investigation  or  proceeding  by  any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect  of  which  indemnification  or  contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes  an  unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to  act  by  or  on  behalf  of  any  indemnified  party.

     (d)     Settlement without Consent if Failure to Reimburse.  If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified  party  for  fees  and  expenses of counsel, such indemnifying party
agrees  that it shall be liable for any settlement of the nature contemplated by
Section  6(a)(ii) effected without its written consent if (i) such settlement is
entered  into  more than 45 days after receipt by such indemnifying party of the
aforesaid  request,  (ii)  such indemnifying party shall have received notice of
the  terms  of  such  settlement at least 30 days prior to such settlement being
entered  into  and  (iii)  such  indemnifying


<PAGE>
party  shall  not have reimbursed such indemnified party in accordance with such
request  prior  to  the  date  of  such  settlement.

     SECTION  7.     Contribution.  If  the  indemnification  provided  for  in
                     ------------
Section  6  hereof  is  for  any  reason  unavailable to or insufficient to hold
harmless  an  indemnified  party  in respect of any losses, liabilities, claims,
damages  or  expenses  referred  to  therein, then each indemnifying party shall
contribute  to the aggregate amount of such losses, liabilities, claims, damages
and  expenses  incurred  by  such  indemnified  party,  as incurred, (i) in such
proportion  as  is  appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of  the Securities pursuant to this Agreement or (ii) if the allocation provided
by  clause  (i)  is  not  permitted  by applicable law, in such proportion as is
appropriate  to reflect not only the relative benefits referred to in clause (i)
above  but  also  the  relative  fault of the Company on the one hand and of the
Underwriters  on  the  other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as  any  other  relevant  equitable  considerations.

     The  relative  benefits  received  by  the  Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant  to  this  Agreement  shall  be  deemed  to  be  in the same respective
proportions  as  the  total  net  proceeds  from  the offering of the Securities
pursuant  to  this Agreement (before deducting expenses) received by the Company
and  the  total underwriting discount received by the Underwriters, in each case
as  set  forth  on  the  cover  of  the  Prospectus.

     The  relative  fault of the Company on the one hand and the Underwriters on
the  other hand shall be determined by reference to, among other things, whether
any  such  untrue  or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company  or  by  the  Underwriters  and the parties' relative intent, knowledge,
access  to  information  and opportunity to correct or prevent such statement or
omission.

     The  Company  and  the  Underwriters  agree  that  it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation  (even  if  the  Underwriters  were  treated  as  one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable  considerations  referred  to  above in this Section 7.  The aggregate
amount  of  losses,  liabilities,  claims,  damages  and expenses incurred by an
indemnified  party  and  referred  to above in this Section 7 shall be deemed to
include  any  legal  or  other  expenses reasonably incurred by such indemnified
party  in  investigating,  preparing or defending against any litigation, or any
investigation  or  proceeding  by  any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement  or  omission  or  alleged  omission.

     Notwithstanding  the  provisions of this Section 7, no Underwriter shall be
required  to  contribute  any  amount in excess of the amount by which the total
price  at  which the Securities underwritten by it and distributed to the public
were  offered  to  the  public  exceeds  the  amount  of  any damages which such
Underwriter  has  otherwise been required to pay by reason of any such untrue or
alleged  untrue  statement  or  omission  or  alleged  omission.


<PAGE>
     No  person  guilty  of  fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who  was  not  guilty  of  such  fraudulent  misrepresentation.

     For  purposes  of  this  Section  7,  each  person, if any, who controls an
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each  director  of  the  Company,  each  officer  of  the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the  meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have  the  same  rights  to  contribution  as  the  Company.  The  Underwriters'
respective  obligations  to contribute pursuant to this Section 7 are several in
proportion  to  the  number  of  Initial  Securities  set  forth  opposite their
respective  names  in  Schedule  A  hereto  and  not  joint.

     SECTION  8.     Representations,  Warranties  and  Agreements  to  Survive
                     ----------------------------------------------------------
Delivery.  All  representations,  warranties  and  agreements  contained in this
--------
Agreement  or  in  certificates  of  officers  of  the Company or any Subsidiary
submitted  pursuant hereto, shall remain operative and in full force and effect,
regardless  of  any  investigation  made  by  or on behalf of any Underwriter or
controlling  person,  or  by  or  on  behalf  of  the Company, and shall survive
delivery  of  the  Securities  to  the  Underwriters.

     SECTION  9.     Termination  of  Agreement.
                     --------------------------

     (a)     Termination;  General.  The  Representative  may  terminate  this
Agreement,  by written notice to the Company, at any time at or prior to Closing
Time  (i)  if  there  has been, since the time of execution of this Agreement or
since  the  respective dates as of which information is given in the Prospectus,
any  Material  Adverse Effect, or (ii) if there has occurred (A) any outbreak or
escalation  of hostilities involving the United States or the declaration by the
United  States  of  a  national  emergency  or war, or (B) any other calamity or
crisis  or  any  change  in  financial,  political or economic conditions in the
United  States  or  elsewhere,  including  without  limitation,  as  a result of
terrorist  activities occurring after the date hereof, if the effect of any such
event  specified  in  (A)  or (B) in the judgment of the Representative makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of  the  Securities  being delivered at the Date of Delivery on the terms and in
the  manner contemplated in the Prospectus (iii) if trading in any securities of
the  Company  has  been suspended or materially limited by the Commission or the
Nasdaq  National  Market, or if trading generally on the American Stock Exchange
or  the  New  York  Stock  Exchange  or  in  the Nasdaq National Market has been
suspended  or  materially limited, or minimum or maximum prices for trading have
been  fixed,  or  maximum  ranges  for prices have been required, by any of said
exchanges  or  by  such  system  or  by  order  of  the Commission, the National
Association  of Securities Dealers, Inc. or any other governmental authority, or
(iv)  if a banking moratorium has been declared by either Federal or New York or
Tennessee  authorities  or  a  material  disruption  in  commercial  banking  or
securities  settlement  or clearance services in the United States has occurred.

     (b)     Liabilities.  If  this  Agreement  is terminated in accordance with
this  Section 9, such termination shall be without liability of any party to any
other  party  except  as provided in Section 4 hereof, and provided further that
Sections  1,  6, 7 and 8 shall survive such termination and remain in full force
and  effect.


<PAGE>
     SECTION 10.     Default by One or More of the Underwriters.  If one or more
                     ------------------------------------------
of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the  Securities  which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representative shall have the right, within 24
      --------------------
hours  thereafter,  to  make  arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of  the  Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative shall not have completed
such  arrangements  within  such  24-hour  period,  then:

     (a)     if  the  number  of Defaulted Securities does not exceed 10% of the
number  of  Securities  to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
hereunder  bear  to  the  underwriting  obligations  of  all  non-defaulting
Underwriters,  or

     (b)     if  the number of Defaulted Securities exceeds 10% of the number of
Securities  to be purchased on such date, this Agreement or, with respect to any
Date  of  Delivery  which  occurs  after the Closing Time, the obligation of the
Underwriters  to purchase and of the Company to sell the Option Securities to be
purchased and sold on such Date of Delivery shall terminate without liability on
the  part  of  any  non-defaulting  Underwriter.

     No  action  taken  pursuant  to  this  Section shall relieve any defaulting
Underwriter  from  liability  in  respect  of  its  default.

     In  the event of any such default which does not result in a termination of
this  Agreement or, in the case of a Date of Delivery which is after the Closing
Time,  which  does  not  result  in  a  termination  of  the  obligation  of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either (i) the Representative or (ii) the Company shall have
the right to postpone Closing Time or the relevant Date of Delivery, as the case
may  be,  for  a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements.  As  used  herein,  the  term  "Underwriter"  includes  any person
                                              -----------
substituted  for  an  Underwriter  under  this  Section  10.

     SECTION  11.     Default  by  the  Company.  If  the  Company shall fail at
                      -------------------------
Closing Time or at the Date of Delivery to sell the number of Securities that it
is  obligated to sell hereunder, then this Agreement shall terminate without any
liability  on  the  part of any nondefaulting party; provided, however, that the
provisions  of  Sections 1, 4, 6, 7 and 8 shall remain in full force and effect.
No  action  taken  pursuant  to  this  Section  shall  relieve  the Company from
liability,  if  any,  in  respect  of  such  default.

     SECTION  12.     Notices.  All  notices  and other communications hereunder
                      -------
shall  be  in  writing  and shall be deemed to have been duly given if mailed or
transmitted  by  any  standard  form  of  telecommunication.  Notices  to  the
Underwriters shall be directed to the Representative at Keefe, Bruyette & Woods,
Inc.,  787  Seventh  Avenue,  4th  Floor, New York, New York 10019, attention of
General  Counsel;  notices  to  the  Company  shall  be  directed to it at First
Security  Group  Inc., 817 Broad Street, Chattanooga, Tennessee 37402, attention
of  Rodger  B. Holley, with a copy (which shall not constitute notice) to Powell
Goldstein  LLP,  One  Atlantic  Center,


<PAGE>
Fourteenth  Floor,  1201  W.  Peachtree  Street,  N.W.,  Atlanta, Georgia 30309,
attention  of  Kathryn  L.  Knudson.

     SECTION  13.     Parties.  This Agreement shall inure to the benefit of and
                      -------
be  binding  upon  the  Underwriters  and  the  Company  and  their  respective
successors.  Nothing  expressed  or  mentioned  in this Agreement is intended or
shall  be  construed  to  give  any  person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons  and  officers  and  directors referred to in Sections 6 and 7 and their
heirs  and  legal representatives, any legal or equitable right, remedy or claim
under  or  in respect of this Agreement or any provision herein contained.  This
Agreement  and  all  conditions and provisions hereof are intended to be for the
sole  and  exclusive  benefit  of  the  Underwriters  and  the Company and their
respective  successors,  and said controlling persons and officers and directors
and  their  heirs  and  legal  representatives,  and for the benefit of no other
person,  firm  or  corporation.  No purchaser of Securities from any Underwriter
shall  be  deemed  to  be  a  successor  by  reason  merely  of  such  purchase.

     SECTION  14.     GOVERNING  LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED
                      -----------------------
BY  AND  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EXCEPT
AS  OTHERWISE  SET  FORTH  HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY
TIME.

     SECTION  15.     General Provisions.  This Agreement constitutes the entire
                      ------------------
agreement  of  the parties to this Agreement and supersedes all prior written or
oral  and  all  contemporaneous oral agreements, understandings and negotiations
with  respect  to  the subject matter hereof.  This Agreement may be executed in
two  or more counterparts, each one of which shall be an original, with the same
effect  as  if  the signatures thereto and hereto were upon the same instrument.
This  Agreement  may  not be amended or modified unless in writing by all of the
parties  hereto,  and  no  condition  herein  (express or implied) may be waived
unless  waived  in writing by each party whom the condition is meant to benefit.
The  Article  and  Section  headings  herein  and  the Table of Contents are for
convenience  only  and  shall  not  affect  the  construction  hereof.

                            [Signatures on Next Page]


<PAGE>
     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company, whereupon this instrument, along with all
counterparts, will become a binding agreement among the Underwriters and the
Company in accordance with its terms.

                                          Very  truly  yours,

                                          FIRST  SECURITY  GROUP,  INC.

                                          By: /s/ William L. Lusk, Jr.
                                             ----------------------------------
                                          Name: William L. Lusk, Jr.
                                                -------------------------------
                                          Title: CFO & EVP
                                                 ------------------------------

CONFIRMED  AND  ACCEPTED,
  as of the date first above written:

KEEFE  BRUYETTE  &  WOODS,  INC.

By:  /s/ Jeffrey D. Evans
     -----------------------------------
     Authorized  Signatory

For  itself  and  as  Representative  of  the  other
Underwriters  named  in  Schedule  A  hereto.

     Jeffrey D. Evans
     Managing Director
     Keefe, Bruyette & Woods, Inc.


<PAGE>
<TABLE>
<CAPTION>
                       SCHEDULE A

                                               Maximum
                                              Number of
                               Number of        Option
                                Initial    Securities to be
Name of Underwriter            Securities        Sold
-----------------------------  ----------  ----------------
<S>                            <C>         <C>
Keefe, Bruyette & Woods, Inc.   2,670,000           400,500

Raymond James . . . . . . . .   1,112,500           166,875

Sterne, Agee & Leach, Inc.. .     667,500           100,125

Morgan Keegan & Company, Inc.      40,000             6,000

Wunderlich Securities Inc.. .      10,000             1,500

  Total . . . . . . . . . . .   4,500,000           675,000
</TABLE>


                                    Sch A - 1
<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE B

                                                      Maximum Number
                              Number of Initial    of Option Securities
                            Securities to be Sold       to Be Sold
                            ---------------------  --------------------
<S>                         <C>                    <C>
First Security Group, Inc.              4,500,000               675,000
                            ---------------------  --------------------
Total. . . . . . . . . . .              4,500,000               675,000
                            =====================  ====================
</TABLE>


                                    Sch B - 1
<PAGE>
                                   SCHEDULE C

                           FIRST SECURITY GROUP, INC.
                        4,500,000 shares of Common Stock
                           (Par Value $0.01 Per Share)

     1.     The  public  offering price per share for the Securities, determined
as  provided  in  said  Section  2,  shall  be  $     .

     2.     The  purchase  price  per share for the Securities to be paid by the
several  Underwriters  shall  be  $9.30,  being  an  amount  equal to the public
offering  price set forth above less $0.70 per share; provided that the purchase
price  per  share  for  any Option Securities purchased upon the exercise of the
over-allotment  option  described  in Section 2(b) shall be reduced by an amount
per  share  equal  to any dividends or distributions declared by the Company and
payable  on  the  Initial  Securities  but not payable on the Option Securities.


                                    Sch C - 1
<PAGE>
                                   SCHEDULE D

           List of persons and entities subject to lock-up agreements

1.   Rodger  B.  Holley

2.   Lloyd  L.  Montgomery,  III

3.   J.C.  Harold  Anders

4.   Carol  H.  Jackson

5.   Ralph  L.  Kendell

6.   William  B.  Kilbride

7.   D.  Ray  Marler

8.   Hugh  J.  Moser,  III

9.   H.  Patrick  Wood

10.  William  L.  Lusk,  Jr.


                                    Sch D - 1
<PAGE>
                                   SCHEDULE E

                                  Subsidiaries

FSGBank,  National  Association

Kenesaw  Leasing,  Inc.

J&S  Leasing,  Inc.

FSG Reinsurance Company

First Security Intangible Properties, Inc.

First Security Investments, Inc.

First Security Holdings, Inc.

First State Holdings, Inc.

Premier National Services, Inc.


                                    Sch E - 1
<PAGE>
                                                                       Exhibit A

                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

     (i)     The  Company  is  a  registered bank holding company under the Bank
Holding Company Act of 1956, as amended ("BHCA"), and has been duly incorporated
                                          ----
and  is validly existing as a corporation in good standing under the laws of the
State  of  Tennessee.  The  activities of each of the Company's subsidiaries are
permissible  for  a  subsidiary  of  a  bank  holding  company.

     (ii)     The  Company  has  the corporate power and authority to own, lease
and  operate  its  properties  and  to  conduct its business as described in the
Prospectus  and  to  enter  into  and perform its obligations under the Purchase
Agreement.

     (iii)     The  Company  is  duly  qualified  or  authorized  as  a  foreign
corporation to transact business and is in good standing in each jurisdiction in
which  such  qualification  is  required,  whether by reason of the ownership or
leasing  of  property or the conduct of business, except where the failure so to
qualify or to be in good standing would not result in a Material Adverse Effect.

     (iv)     The  authorized,  issued  and  outstanding  capital  stock  of the
Company  is as set forth in the Prospectus in the column entitled "Actual" under
the  caption "Capitalization" (except for subsequent issuances, if any, pursuant
to  the  Purchase  Agreement or pursuant to reservations, agreements or employee
benefit  plans  referred  to  in  the  Prospectus or pursuant to the exercise of
convertible  securities or options referred to in the Prospectus); the shares of
issued  and  outstanding  capital stock of the Company have been duly authorized
and  validly  issued and are fully paid and non-assessable; and to our knowledge
after  due  inquiry,  none  of  the  outstanding  shares of capital stock of the
Company was issued in violation of the preemptive or other similar rights of any
securityholder  of  the  Company.

     (v)     The Securities to be purchased by the Underwriters from the Company
have  been duly authorized for issuance and sale to the Underwriters pursuant to
the Purchase Agreement and, when issued and delivered by the Company pursuant to
the  Purchase  Agreement  against  payment of the consideration set forth in the
Purchase Agreement, will be validly issued and fully paid and non-assessable and
no  holder  of  the Securities is or will be subject to personal liability under
the  Tennessee  Business  Corporation  Act  by  reason  of  being such a holder.

     (vi)     The  issuance  and  sale  of  the Securities by the Company is not
subject  to  the preemptive or other similar rights of any securityholder of the
Company.

     (vii)     FSGBank,  National  Association  has  been  duly organized and is
validly  existing  as  a  national  bank  in good standing under the laws of the
jurisdiction  of  its organization, and each other subsidiary of the Company has
been  duly  incorporated  and,


<PAGE>
except  for  Premier  National  Services, Inc. ("PNS"), is validly existing as a
                                                 ---
corporation  in  good  standing  under  the  laws  of  the  jurisdiction  of its
incorporation.  Each  subsidiary  of  the  Company  other than PNS has the power
(corporate  or otherwise) and authority to own, lease and operate its properties
and to conduct its business as described in the Prospectus and is duly qualified
or  authorized  as  a  foreign  corporation  to transact business and is in good
standing  in  each jurisdiction in which such qualification is required, whether
by  reason  of  the ownership or leasing of property or the conduct of business,
except  where  the  failure  so  to  qualify or to be in good standing would not
result  in  a Material Adverse Effect; all of the issued and outstanding capital
stock  of  each subsidiary has been duly authorized and validly issued, is fully
paid  and  non-assessable (except as otherwise provided in 12 U.S.C. Section 55)
and,  to  our  knowledge,  is  owned  by  the  Company,  directly  or  through
subsidiaries,  free  and clear of any security interest, mortgage, pledge, lien,
encumbrance,  claim  or equity; to our knowledge, none of the outstanding shares
of  capital stock of any subsidiary was issued in violation of the preemptive or
similar  rights  of  any  securityholder  of  such  subsidiary.

     (viii)     The  Purchase  Agreement  has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery
by  the  Underwriters,  will  constitute  the valid and binding agreement of the
Company  enforceable against the Company in accordance with its terms, except as
may  be  limited  or  otherwise  affected  by  (A)  bankruptcy,  insolvency,
reorganization,  moratorium,  fraudulent  conveyance  or other similar statutes,
rules,  regulations or other laws affecting the enforcement of creditors' rights
and  remedies  generally,  and  (B)  the unavailability of, or limitation on the
availability of, a particular right or remedy (whether in a proceeding in equity
or  at law) because of an equitable principle, public policy or a requirement as
to  commercial  reasonableness,  conscionability  or  good  faith.

     (ix)     The Registration Statement, including any Rule 462(b) Registration
Statement,  has  been declared effective under the 1933 Act; any required filing
of the Prospectus pursuant to Rule 424(b) has been made in the manner and within
the  time  period required by Rule 424(b); and, to the best of our knowledge, no
stop  order  suspending  the  effectiveness of the Registration Statement or any
Rule  462(b)  Registration  Statement  has been issued under the 1933 Act and no
proceedings  for  that purpose have been instituted or are pending or threatened
by  the  Commission.

     (x)     The  Registration Statement, including any Rule 462(b) Registration
Statement and the Rule 430A Information, as applicable, the Prospectus, and each
amendment  or  supplement  to the Registration Statement, Preliminary Prospectus
and Prospectus (other than (a) the financial statements and notes and supporting
schedules included therein or omitted therefrom and (b) the information provided
by  the  Representative,  including  the  concession  and  reallowance  figures
appearing  in  the  Prospectus  in  the  section entitled "Underwriting" and the
information  contained  under  the  captions  "Underwriting - Stabilization" and
"Underwriting - Passive Market Making", as to which we need express no opinion),
as  of  their  respective  effective  or issue dates, complied as to form in all
material  respects  with  the  requirements  of  the  1933  Act.


                                      A - 2
<PAGE>
     (xi)     The form of certificate used to evidence the Common Stock complies
in  all  material  respects with all applicable statutory requirements, with any
applicable  requirements  of  the  charter  and  by-laws  of the Company and the
requirements  of  the  Nasdaq  National  Market.

     (xii)     To  our knowledge, there is not pending or threatened any action,
suit,  proceeding,  inquiry  or  investigation,  to  which  the  Company  or any
subsidiary is a party, or to which the property of the Company or any subsidiary
is  subject,  before  or  brought  by  any court or governmental agency or body,
domestic  or foreign, which might reasonably be expected to result in a Material
Adverse  Effect,  or  which  might  reasonably  be  expected  to  materially and
adversely affect the properties or assets thereof considered in the aggregate or
that could adversely affect the consummation of the transactions contemplated in
the  Purchase  Agreement  or  the  performance by the Company of its obligations
thereunder.

     (xiii)     The  information  in  the  Prospectus  under  "Risk  Factors,"
"Description  of  Capital  Stock"  and  "Underwriting"  and  in the Registration
Statement  under  Item  14,  in  each instance to the extent that it constitutes
matters  of law, summaries of legal matters, the Company's charter and bylaws or
legal  proceedings,  or  legal  conclusions,  have  been  reviewed by us and are
accurate  and  complete  in  all  material  respects.

     (xiv)     To  our  knowledge, there are no statutes or regulations that are
required  to  be described in the Prospectus that are not described as required.

     (xv)     All  descriptions  in  the Registration Statement of contracts and
other  documents  to  which  the  Company  or  its  subsidiaries are a party are
accurate  in  all  material respects; to our knowledge, there are no franchises,
contracts,  indentures,  mortgages,  loan  agreements,  notes,  leases  or other
instruments  required  to  be  described  or  referred  to  in  the Registration
Statement  or  to  be  filed  as  exhibits thereto other than those described or
referred  to  therein or filed or incorporated by reference as exhibits thereto,
and  the descriptions thereof or references thereto are accurate in all material
respects.

     (xvi)     Except  for  the  administrative  dissolution of PNS, neither the
Company nor any subsidiary is in violation of its charter or by-laws, and to our
knowledge,  no  default  by  the  Company  or  any  subsidiary exists in the due
performance  or  observance  of any obligation, agreement, covenant or condition
contained  in  any contract, indenture, mortgage, loan agreement, note, lease or
other  agreement  or  instrument  that  is  described  or  referred  to  in  the
Registration  Statement  or the Prospectus or filed or incorporated by reference
as  an exhibit to the Registration Statement, which would individually or in the
aggregate  have  a  Material  Adverse  Effect.

     (xvii)     No  filing  with,  or authorization, approval, consent, license,
order,  registration,  qualification  or  decree  of,  any court or governmental
authority  or agency other than under the 1933 Act, which have been obtained (or
as  may  be required (a) under the rules and regulations of the NASD, (b) by any
foreign  governmental  entity or of the laws, rules or regulation of any foreign
jurisdiction or (c) under the securities or blue sky laws of the various states,
as  to  which  in  each  case  we  need  express  no  opinion)


                                      A - 3
<PAGE>
is necessary or required in connection with the due authorization, execution and
delivery  of  the  Purchase  Agreement  or  for  the offering, issuance, sale or
delivery  of  the  Securities.

     (xviii)     The  execution,  delivery  and  performance  of  the  Purchase
Agreement  and the consummation of the transactions contemplated in the Purchase
Agreement  and in the Registration Statement (including the issuance and sale of
the  Securities  and  the use of the proceeds from the sale of the Securities as
described  in the Prospectus under the caption "Use Of Proceeds") and compliance
by the Company with its obligations under the Purchase Agreement do not and will
not,  whether with or without the giving of notice or lapse of time or both, (a)
to  our  knowledge,  conflict  with  or  constitute  a  breach of, or default or
Repayment  Event  (as  defined  in  Section 1(a)(xii) of the Purchase Agreement)
under or result in the creation or imposition of any lien, charge or encumbrance
upon  any  property  or  assets of the Company or any subsidiary pursuant to any
contract,  indenture,  mortgage,  deed of trust, loan or credit agreement, note,
lease or any other agreement or instrument, known to us, to which the Company or
any  subsidiary  is  a  party  or by which it or any of them may be bound, or to
which  any of the property or assets of the Company or any subsidiary is subject
(except  for  such  conflicts,  breaches  or  defaults  or  liens,  charges  or
encumbrances  that  would not have a Material Adverse Effect), (b) result in any
violation  of  the  provisions  of  the charter or by-laws of the Company or any
subsidiary,  (c)  result  in  any  violation  or  breach  of any applicable law,
statute,  rule, regulation, judgment, order, writ or decree, known to us, of any
government,  government  instrumentality  or  court, domestic or foreign, having
jurisdiction  over  the  Company  or  any  subsidiary or any of their respective
properties,  assets  or  operations.

     (xix)     The  Company  is  not and after giving effect to the offering and
sale  of  the  Securities and the use of proceeds, an "investment company" or an
entity "controlled" by an "investment company," as such terms are defined in the
1940  Act.

     (xx)     To  our knowledge, without independent investigation and except as
set  forth  on Schedule I hereto, neither the Company nor FSGBank (a) is a party
to  or  subject  to any order, decree, agreement, memorandum of understanding or
similar  arrangement with, or a commitment letter, supervisory letter or similar
submission  to,  any  governmental  entity  charged  with  the  supervision  or
regulation  of  depository  institutions or engaged in the insurance of deposits
(including  the  FDIC)  or  the  supervision  or  regulation of it or any of its
subsidiaries  and (b) has been advised by any such governmental entity that such
governmental  entity  is  contemplating issuing or requesting (or is considering
the appropriateness of issuing or requesting) any such order, decree, agreement,
memorandum  of  understanding,  commitment letter, supervisory letter or similar
submission.

     (xxi)     With  respect  to  the  Sarbanes-Oxley  Act  of  2002:

          (A)  The  Company has adopted a Code of Ethics and Code of Conduct for
     senior  financial  officers meeting the requirements of 17 CFR Part 228.406
     and  an  audit  committee  charter  meeting  the  requirements  of  Rule
     4350(d)(1)(C)  of  the  Nasdaq  Marketplace  Rules;


                                      A - 4
<PAGE>
          (B) The Company's Board of Directors has determined that a majority of
     its members and all of the members of its compensation and audit committees
     are independent under applicable Nasdaq Marketplace Rules, and based solely
     on  our  review  of written representations furnished by such directors, to
     our  knowledge  no independent director of the Company has any relationship
     prohibited  under Rule 4200(a)(15)(A) through (G) of the Nasdaq Marketplace
     Rules  and  no audit committee member has any relationship prohibited under
     Rule  4350(d)(2)(a)(1)  of  the  Nasdaq  Marketplace  Rules;

          (C)  The  Board  of  Directors  has  adopted  a  policy  regarding the
     nominations  process  pursuant  to  Rule  4350(b)(4)(B)  of  the  Nasdaq
     Marketplace  Rules  that  provides  for  the  nomination  of  directors  in
     accordance  with  such  rules;  and

          (D)  The  certifications  pursuant  to  Section  302  and  906  of the
     Sarbanes-Oxley  Act  of  2002  contained  in the Company's periodic reports
     filed  with the Securities and Exchange Commission ("SEC") since August 14,
                                                          ---
     2002, complied as to form in all material respects with the requirements of
     such Act and the SEC regulations promulgated thereunder; provided, however,
     that  we  do not give any opinion as to the accuracy of the content of such
     certifications.

     (xxii)     To  our knowledge, the Company and FSGBank have not received any
communication from any governmental entity asserting that the Company or FSGBank
is  not  currently  in  compliance  with  any  statute,  law,  rule, regulation,
decision,  directive  or  order.

          In  addition,  although  we  do  not assume any responsibility for the
accuracy,  completeness  or  fairness  of  the  statements  contained  in  the
Registration  Statement  or the Prospectus, except for those referred to in this
opinion  in  subsections  (iv),  (xiii), (xiv) and (xv), nothing has come to our
attention  that  would lead us to believe that the Registration Statement or any
amendment  thereto, including the Rule 430A Information (if applicable), (except
for  financial  statements  and  schedules  and other financial data included or
omitted  therefrom,  as  to  which  we need make no statement), at the time such
Registration  Statement  or  any  such  amendment became effective, contained an
untrue statement of a material fact or omitted to state a material fact required
to  be stated therein or necessary to make the statements therein not misleading
or  that  the  Prospectus  or  any  amendment  or supplement thereto (except for
financial  statements and schedules and other financial data included or omitted
therefrom,  as  to  which we need make no statement), at the time the Prospectus
was  issued,  at the time any such amended or supplemented prospectus was issued
or  at  the Closing Time, included or includes an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements  therein,  in  the  light  of the circumstances under which they were
made,  not  misleading.


                                      A - 5
<PAGE>
          In  rendering  such  opinions,  such counsel may rely as to matters of
fact  (but  not  as  to  legal  conclusions), to the extent they deem proper, on
certificates  of responsible officers of the Company and public officials.  Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal  opinions,  including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).  "Knowledge" shall include the meaning after
due  inquiry,  except  where  the  context  otherwise  requires.


                                      A - 6
<PAGE>
                                                                       Exhibit B

                                               ________  __,  2005

KEEFE, BRUYETTE & WOODS, INC.
  as Representative of the several
  Underwriters to be named in the
  within-mentioned Underwriting Agreement
787 Seventh Avenue
4th Floor
New York, New York 10019

     Re:  Proposed  Public  Offering  by  First  Security  Group,  Inc.
          -------------------------------------------------------------

Dear  Sirs:

     The  undersigned, a shareholder and an executive officer and/or director of
First Security Group, Inc., a Tennessee corporation (the "Company"), understands
                                                          -------
that  Keefe, Bruyette & Woods, Inc. ("Keefe Bruyette") proposes to enter into an
                                      --------------
Underwriting Agreement (the "Underwriting Agreement") with the Company providing
                             ----------------------
for  the  public  offering  of shares (the "Securities") of the Company's common
                                            -----------
stock, par value of $0.01 per share (the "Common Stock").  In recognition of the
                                          ------------
benefit  that such an offering will confer upon the undersigned as a shareholder
and  an executive officer and/or director of the Company, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  undersigned  agrees with each underwriter to be named in the
Underwriting  Agreement  that,  during a period of 180 days from the date of the
Underwriting  Agreement,  the  undersigned  will  not, without the prior written
consent  of  Keefe  Bruyette,  directly  or indirectly, (i) offer, pledge, sell,
contract  to  sell, sell any option or contract to purchase, purchase any option
or  contract  to  sell,  grant  any option, right or warrant for the sale of, or
otherwise dispose of or transfer any shares of the Company's Common Stock or any
securities  convertible  into  or  exchangeable or exercisable for Common Stock,
whether  now  owned  or hereafter acquired by the undersigned or with respect to
which  the  undersigned  has  or hereafter acquires the power of disposition, or
file  any  registration  statement under the Securities Act of 1933, as amended,
with  respect  to  any of the foregoing or (ii) enter into any swap or any other
agreement  or  any  transaction that transfers, in whole or in part, directly or
indirectly,  the  economic consequence of ownership of the Common Stock, whether
any  such  swap  or  transaction is to be settled by delivery of Common Stock or
other securities, in cash or otherwise.  In the event that either (i) during the
period  that begins on the date that is 15 calendar days plus three (3) business
days  before  the last day of the 180-day restricted period and ends on the last
day  of the 180-day restricted period, the Company issues an earnings release or
material  news or a material event relating to the Company occurs, or (ii) prior
to  the  expiration of the 180-day restricted period, the Company announces that
it  will release earnings results during the 16-day period beginning on the last
day  of  the  180-day  restricted period, the restrictions set forth herein will
continue to apply until the expiration of the date that is 15 calendar days plus
three  (3)  business days after the date on which the earnings release is issued
or  the  material  news  or  event  related  to  the  Company  occurs.

     Notwithstanding  the  foregoing,  the  undersigned  may  transfer  the
undersigned's  shares of Common Stock (i) as a bona fide gift or gifts, provided
that  the  donee  or donees agree to be bound in writing by the restrictions set
forth  herein, (ii) to any trust or family limited partnership for the direct or
indirect  benefit of the undersigned or the immediate family of the undersigned,


                                      B - 1
<PAGE>
provided  that the trustee of the trust or general partner of the family limited
partnership,  as  the  case  may  be, agrees to be bound by the restrictions set
forth  herein,  and  provided further that any such transfer shall not involve a
disposition  for  value, (iii) pledged in a bona fide transaction outstanding as
of  the  date  hereof to a lender to the undersigned, as disclosed in writing to
the  underwriters,  (iv)  pursuant  to  the exercise by the undersigned of stock
options  that  have been granted by the Company prior to, and are outstanding as
of, the date of the Underwriting Agreement, where the Common Stock received upon
any  such  exercise is held by the undersigned, individually or as fiduciary, in
accordance  with  the  terms  of  this  Lock-Up  Agreement or (v) with the prior
written  consent  of  Keefe  Bruyette.  For  purposes of this Lock-Up Agreement,
"immediate  family"  shall mean any relationship by blood, marriage or adoption,
not  more  remote  than  first  cousin.  The  undersigned now has and, except as
contemplated  by  clauses (i) through (v) above, for the duration of the Lock-Up
Agreement  will  have  good  and marketable title to the undersigned's shares of
Common  Stock,  free and clear of all liens, encumbrances and claims whatsoever,
except with respect to any liens, encumbrances and claims that were in existence
on  the  date  hereof.  The undersigned also agrees and consents to the entry of
stop  transfer  instructions  with  the  Company's  transfer agent and registrar
against  the  transfer  of  the undersigned's Common Stock, except in compliance
with  this  Lock-Up Agreement.  In furtherance of the foregoing, the Company and
its  transfer  agent  are  hereby  authorized to decline to make any transfer of
securities  if  such  transfer  would  constitute  a violation or breach of this
Lock-Up  Agreement.

     The undersigned represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Agreement.  The undersigned agrees that
the  provisions  of  this  Lock-Up  Agreement  shall  be  binding  also upon the
successors,  assigns,  heirs  and  personal  representatives of the undersigned.

     The  undersigned  understands  that, if the Underwriting Agreement does not
become  effective,  or  if the Underwriting Agreement (other than the provisions
thereof  which  survive  termination)  shall terminate or be terminated prior to
payment  for  and  delivery  of  the  Common  Stock  to  be sold thereunder, the
undersigned shall be released from all obligations under this Lock-up Agreement.

     This  Lock-up  Agreement  shall  be governed by and construed in accordance
with  the  laws  of  the  State  of  New  York.

                                       Very  truly  yours,



                                       Signature:
                                                 ------------------------------
                                       Print  Name:
                                                   ----------------------------


                                      B - 2