351569--3/16/2010--Ameris

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CORPORATE RESTRUCTURING AND BUSINESS COMBINATIONS Federal Bank Holding Company Regulation and Structure Payment of Dividends and Other Restrictions Additional Legislative and Regulatory Matters Federal Home Loan Bank System FDIC Temporary Liquidity Guarantee Program Limitations on Senior Executive Compensation Evolving Legislation and Regulatory Action RISKS RELATED TO OUR COMPANY AND INDUSTRY Difficult market conditions have adversely affected the industry in which we operate. The impact of the Emergency Economic Stabilization Act of 2008 on the stability of the U.S. financial system are not yet known. Recent legislative and regulatory proposals in response to recent turmoil in the financial markets may materially adversely affect our business and results of operations. Our revenues are highly correlated to market interest rates. Certain changes in interest rates, inflation, deflation or the financial markets could affect demand for our products and our ability to deliver products efficiently. Our concentration of real estate loans subjects the Company to risks that could materially adversely affect our results of operations and financial condition. Greater loan losses than expected may materially adversely affect our earnings. Our business is highly correlated to local economic conditions in a geographically concentrated part of the United States. Our growth and financial performance may be negatively impacted if we are unable to successfully execute our growth plans. We rely on dividends from the Bank for most of our revenue. We are subject to regulation by various federal and state entities. We are subject to industry competition which may have an impact upon our success. Changes in the policies of monetary authorities and other government action could materially adversely affect our profitability. We may need to rely on the financial markets to provide needed capital. We may invest or spend the proceeds in stock offerings in ways with which you may not agree and in ways that may not earn a profit. Our inability to use a short form registration statement on Form S-3 may affect our short-term ability to access the capital markets. We face risks related to our operational, technological and organizational infrastructure. Financial services companies depend on the accuracy and completeness of information about customers and counterparties. Reputational risk and social factors may impact our results. We may not be able to attract and retain skilled people. The FDIC has imposed a special assessment on all FDIC-insured institutions, which decreased our earnings in 2009, and future special assessments could materially adversely affect our earnings in future periods. The terms governing the issuance of the Preferred Shares and the Warrant to the Treasury may be changed, the effect of which may have an adverse effect on our operations. RISKS RELATED TO FDIC-ASSISTED TRANSACTIONS Our Company is subject to certain risks related to FDIC-assisted transactions. We engage in acquisitions of other businesses from time to time, including FDIC-assisted acquisitions. These acquisitions may not produce revenue or earnings enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration difficulties. FDIC-assisted acquisition opportunities may not become available and increased competition may make it more difficult for us to bid on failed bank transactions on terms we consider to be acceptable. Changes in national and local economics conditions could lead to higher loan charge-offs in connection with past FDIC-assisted transactions, all of which may not be supported by loss-sharing agreements with the FDIC. RISKS RELATED TO OUR COMMON STOCK The price of our Common Stock is volatile and may decline. Securities issued by us, including our Common Stock, are not FDIC insured. We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our Common Stock as to distributions and in liquidation, which could negatively affect the value of our Common Stock. You may not receive dividends on the Common Stock. Sales of a significant number of shares of our Common Stock in the public markets, or the perception of such sales, could depress the market price of our Common Stock.

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351569--3/16/2010--Ameris_Bancorp