ABC BANCORP

                                      AND

                          ABC BANCORP CAPITAL TRUST I

                        3,000,000 PREFERRED SECURITIES*



                             UNDERWRITING AGREEMENT





                           ____________________, 2001





STERNE, AGEE & LEACH, INC.

MORGAN KEEGAN & COMPANY, INC.

As Representatives of the Several Underwriters

c/o STERNE, AGEE & LEACH, INC.

800 Shades Creek Parkway, Suite 700

Birmingham, AL 35209



Gentlemen:



     ABC Bancorp Capital Trust I (the "Trust"), a Delaware business trust under

the Delaware Business Trust Act (the "Delaware Act"), and ABC Bancorp, a Georgia

corporation (the "Company" and, together with the Trust, the "Offerors"),

confirm their agreement with the several underwriters (the "Underwriters") for

whom you are acting as representatives (the "Representatives") to issue and sell

to the Underwriters an aggregate of 3,000,000 shares (the "Underwritten

Preferred Securities") of the Trust's [___]% Cumulative Trust Preferred

Securities along with the accompanying guarantees.  The Underwritten Preferred

Securities are more fully described in the Registration Statement and the

Prospectus hereinafter mentioned.



     For the sole purpose of covering over-allotments in connection with the

sale of the Underwritten Preferred Securities, the Trust proposes to grant to

the Underwriters the option (the "Option"), as described in Section 2 hereof, to

purchase all or any part of 450,000 additional shares of [__]% Cumulative Trust

Preferred Securities along with the accompanying guarantees (the "Option

Preferred Securities").  The Underwritten Preferred Securities and the Option

Preferred Securities purchased pursuant to this Underwriting Agreement are

herein called the "Preferred Securities", and the proposed offering of the

Preferred Securities by the Underwriters is hereinafter referred to as the

"Public Offering."



     The Preferred Securities will be guaranteed by the Company with respect to

distributions and amounts payable upon liquidation or redemption pursuant to the

terms and conditions set forth in the Preferred Securities Guarantee Agreement

(the "Guarantee") to be dated as of Closing Date (as defined below) executed and

delivered by the Company and Wilmington Trust Company (the "Guarantee Trustee").

The Company and the Trust each understand that the



----------

* Plus up to 450,000 additional shares to cover over-allotments, if any.

{PAGE}



Underwriters propose to make a public offering of the Preferred Securities as

soon as they deem advisable after this Underwriting Agreement has been executed

and delivered, and the Trust Agreement (as defined in this Underwriting

Agreement), the Indenture (as defined in this Underwriting Agreement), and the

Guarantee have been qualified under the Trust Indenture Act. The entire proceeds

from the sale of the Preferred Securities will be combined with the entire

proceeds from the sale by the Trust to the Company of its common securities (the

"Common Securities") and will be used by the Trust to purchase __% Subordinated

Debentures (the "Debentures") issued by the Company of equal liquidation value.

The Preferred Securities and the Common Securities will be issued pursuant to

the Trust Agreement, to be dated as of the Closing Date (the "Trust Agreement"),

among the Company, as Sponsor, Wilmington Trust Company, as property trustee

(the "Property Trustee"), and the identified administrative trustees (the

"Administrative Trustees" and, together with the Property Trustee, the

"Trustees"), and the holders from time to time of undivided beneficial interests

in the assets of the Trust. The Debentures will be issued pursuant to a

subordinated indenture, to be dated as of Closing Date (the "Indenture"),

between the Company and Wilmington Trust Company, as debenture trustee (the

"Debenture Trustee").



     The Preferred Securities, the Guarantee and the Debentures are collectively

referred to in this Underwriting Agreement as the "Securities." The Indenture,

the Trust Agreement and this Underwriting Agreement are collectively referred to

in this Underwriting Agreement as the "Operative Documents."



     The Offerors have filed with the Securities and Exchange Commission (the

"Commission"), pursuant to the Securities Act of 1933, as amended (the "Act"),

published rules and regulations adopted by the Commission under the Act (the

"Rules") and the Trust Indenture Act of 1939, as amended, and the rules and

regulations thereunder (the "Trust Indenture Act"), a registration statement on

Form S-3 ("Form S-3") (File No. 333-_______), including a preliminary

prospectus, relating to the Preferred Securities, and such amendments to such

registration statement as may have been filed with the Commission to the date of

this Underwriting Agreement.  The term "preliminary prospectus" means any

preliminary prospectus (as referred to in Rule 430 or Rule 430A of the Rules)

included at any time as a part of the registration statement.  The Offerors have

furnished to the Representatives copies of such registration statement, each

amendment to it filed with the Commission and each preliminary prospectus filed

by the Offerors with the Commission and any other offering materials used by the

Offerors.  If such registration statement has not become effective, a further

amendment (the "Final Amendment") to such registration statement, including a

form of final prospectus, if necessary to permit such registration statement to

become effective, will promptly be filed by the Offerors with the Commission.

If such registration statement has become effective, a final prospectus (the

"Rule 430A Prospectus") containing information permitted to be omitted at the

time of effectiveness by Rule 430A will promptly be filed by the Offerors with

the Commission in accordance with the Rules.  The registration statement as

amended at the time it becomes or became effective (the "Effective Date"),

including financial statements and all exhibits and any information deemed to be

included by Rule 430A, is called the "Registration Statement." The term

"Prospectus" means the prospectus as first filed with the Commission pursuant to

Rule 424(b) of the Rules, or if no such filing is required, the form of final

prospectus included in the Registration Statement at the Effective Date.



                                       2

{PAGE}



     Any reference herein to the Registration Statement, any preliminary

prospectus or the Prospectus shall be deemed to refer to and include any

documents incorporated by reference therein on or before the Effective Date or

the date of such preliminary prospectus or the Prospectus, as the case may be.



     As Representatives, you have advised the Offerors that (a) you are

authorized to enter into this Underwriting Agreement on behalf of the several

Underwriters and (b) the Underwriters are willing, acting severally and not

jointly, to purchase the amounts of the Underwritten Preferred Securities set

forth opposite their respective names in Schedule I hereto, plus their pro rata

portion of the Option Preferred Securities if you elect to exercise the over-

allotment Option in whole or in part for the accounts of the several

Underwriters.



     In consideration of the mutual agreements contained herein and of the

interests of the parties in the transactions contemplated hereby, the Offerors

and the Underwriters hereby agree as follows:



1.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE OFFERORS.



     (a) The Offerors jointly and severally represent and warrant to, and agree

with, each Underwriter as follows:



          (i) The Company has been duly organized and is validly existing as a

     corporation in good standing under the laws of the State of Georgia, with

     full power and authority (corporate and other) to own its properties and

     conduct its business as described in the Registration Statement and

     Prospectus; each significant subsidiary (as defined by the Act) of the

     Company (each, a "Subsidiary" and collectively, the "Subsidiaries") has

     been duly incorporated, will be, and is validly existing as a banking

     association or corporation, as the case may be, in good standing under the

     laws of the jurisdiction of its association or incorporation, as the case

     may be, with full power and authority (corporate and other) to own or lease

     its properties and conduct its business; the Company and the Subsidiaries

     are duly qualified to transact business in all jurisdictions in which the

     conduct of their business or the ownership or lease of their properties

     requires such qualifications, except where the failure to so qualify would

     not have a material  adverse effect on the condition (financial or

     otherwise), earnings, business affairs, properties, business prospects or

     results of operations of the Company and its subsidiaries taken as a whole;

     and all of the outstanding shares of capital stock of each Subsidiary are

     owned by the Company and have been duly and validly authorized and issued,

     are fully paid and non-assessable.



          (ii) The Trust has been duly created and is validly existing as a

     statutory trust in good standing under the Delaware Act with the power and

     authority (trust and other) to own its property and conduct its business as

     described in the Registration Statement and Prospectus, to issue and sell

     the Common Securities to the Company pursuant to the Trust Agreement, to

     issue and sell the Preferred Securities, to enter into and perform its

     obligations under this Underwriting Agreement and to consummate the

     transactions



                                       3

{PAGE}



     herein contemplated; the Trust has no subsidiaries and is duly qualified to

     transact business and is in good standing in each jurisdiction in which the

     conduct of its business or the ownership of its property requires such

     qualification, except to the extent that the failure to be so qualified or

     to be in good standing would not have a material adverse effect on the

     Trust; the Trust has conducted and will conduct no business other than the

     transactions contemplated by this Underwriting Agreement and described in

     the Prospectus; the Trust is not a party to or bound by any agreement or

     instrument other than this Underwriting Agreement, the Trust Agreement and

     the agreements and instruments contemplated by the Trust Agreement and

     described in the Prospectus; the Trust has no liabilities or obligations

     other than those arising out of the transactions contemplated by this

     Underwriting Agreement and the Trust Agreement and described in the

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