TRUST AGREEMENT



     This TRUST AGREEMENT, dated as of August 30, 2001 (this "Trust Agreement"),

among ABC BANCORP, a Georgia corporation (the "Depositor"), WILMINGTON TRUST

COMPANY, a Delaware banking corporation, as trustee, and KENNETH J. HUNNICUTT,

MARK D. THOMAS and W. EDWIN LANE, JR., each an individual, as trustees (each of

such trustees in (ii) and (iii) a "Trustee" and collectively, the "Trustees").

The Depositor and the Trustees hereby agree as follows:



     1.   The trust created hereby (the "Trust") shall be known as "ABC Bancorp

Capital Trust I" in which name the Trustees, or the Depositor to the extent

provided herein, may engage in the transactions contemplated hereby, make and

execute contracts, and sue and be sued.



     2.   The Depositor hereby assigns, transfers, conveys and sets over to the

Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount

in trust from the Depositor, which amount shall constitute the initial trust

estate. The Trustees hereby declare that they will hold the trust estate in

trust for the Depositor. It is the intention of the parties hereto that the

Trust created hereby constitutes a business trust under Chapter 38 of Title 12

of the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business Trust

Act"), and that this document, and any amendments and modifications hereto,

constitutes the governing instrument of the Trust. The Trustees are hereby

authorized and directed to execute and file a certificate of trust with the

Delaware Secretary of State in accordance with the provisions of the Business

Trust Act.



     3.   The Depositor and the Trustees will enter into an amended and restated

Trust Agreement, satisfactory to each such party and substantially in the form

included as an exhibit to the 1933 Act Registration Statement (as defined

below), to provide for the contemplated operation of the Trust created hereby

and the issuance of the Preferred Securities and Common Securities referred to

therein. Prior to the execution and delivery of such amended and restated Trust

Agreement, (i) a Trustee shall not have any duty or obligation hereunder or with

respect to the trust estate, except as otherwise required by applicable law, and

(ii) the Depositor shall take or cause to be taken any action as may be

necessary to obtain prior to such execution and delivery any licenses, consents

or approvals required by applicable law or otherwise. Notwithstanding the

foregoing, a Trustee is authorized to take all actions that it is directed to

take by the Depositor which the Depositor deems necessary, convenient or

incidental to effect the transactions contemplated herein. The Trustees shall

not have any duty or obligation under or in connection with this Trust Agreement

or any document contemplated hereby, except as expressly provided by the terms

of this Trust Agreement, and no implied duties or obligations shall be read into

this Trust Agreement against the Trustees. The right of a Trustee to perform any

discretionary act enumerated herein shall not be construed as a duty.



     4.   The Depositor, as the sponsor of the Trust, is hereby authorized, in

its discretion, (i) to prepare and file with the Securities and Exchange

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC