<PAGE>

                                                                     EXHIBIT 4.5

================================================================================

                          ABC BANCORP CAPITAL TRUST I

                             AMENDED AND RESTATED
                                TRUST AGREEMENT

                                     AMONG

                          ABC BANCORP, AS DEPOSITOR,

                WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE,

                WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE,

                                      AND

                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         Dated as of ___________, 2001

================================================================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
ARTICLE I.   DEFINED TERMS
  Section 1.1. Definitions.............................................................................     1

ARTICLE II.  ESTABLISHMENT OF THE TRUST
  Section 2.1. Name....................................................................................     9
  Section 2.2. Office of the Delaware Trustee; Principal Place of Business.............................    10
  Section 2.3. Initial Contribution of Trust Property; Organizational Expenses.........................    10
  Section 2.4. Issuance of the Preferred Securities....................................................    10
  Section 2.5. Issuance of the Common Securities; Subscription and Purchase of the Debentures..........    10
  Section 2.6. Declaration of Trust....................................................................    11
  Section 2.7. Authorization to Enter into Certain Transactions........................................    11
  Section 2.8. Assets of Trust.........................................................................    15
  Section 2.9. Title to Trust Property.................................................................    15

ARTICLE III.  PAYMENT ACCOUNT
  Section 3.1. Payment Account.........................................................................    15

ARTICLE IV.   DISTRIBUTIONS; REDEMPTION
  Section 4.1. Distributions...........................................................................    15
  Section 4.2. Redemption..............................................................................    16
  Section 4.3. Subordination of the Common Securities..................................................    19
  Section 4.4. Payment Procedures......................................................................    19
  Section 4.5. Tax Returns and Reports.................................................................    19
  Section 4.6. Payment of Taxes, Duties, Etc. of the Trust.............................................    20
  Section 4.7. Payments under the Indenture............................................................    20

ARTICLE V. THE TRUST SECURITIES CERTIFICATES.
  Section 5.1. Initial Ownership.......................................................................    20
  Section 5.2. The Trust Securities Certificates.......................................................    20
  Section 5.3. Execution, Authentication and Delivery of the Trust Securities Certificates.............    20
  Section 5.4. Global Preferred Security...............................................................    21
  Section 5.5. Registration of Transfer and Exchange of the Preferred Securities Certificates..........    22
  Section 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates......................    23
  Section 5.7. Persons Deemed the Securityholders......................................................    24
  Section 5.8. Access to List of the Securityholders' Names and Addresses..............................    24
  Section 5.9. Maintenance of Office or Agency.........................................................    24
</TABLE>
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<TABLE>
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  Section 5.10. Appointment of the Paying Agent........................................................    25
  Section 5.11. Ownership of the Common Securities by the Depositor....................................    25
  Section 5.12. The Trust Securities Certificates......................................................    25
  Section 5.13. Notices................................................................................    26
  Section 5.14. Rights of the Securityholders..........................................................    26

ARTICLE VI.  ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING
  Section 6.1.  Limitations on Voting Rights...........................................................    27
  Section 6.2.  Notice of Meetings.....................................................................    28
  Section 6.3.  Meetings of Holders of Preferred Securities............................................    28
  Section 6.4.  Voting Rights..........................................................................    28
  Section 6.5.  Proxies, Etc...........................................................................    28
  Section 6.6.  Securityholder Action by Written Consent...............................................    29
  Section 6.7.  Record Date for Voting and Other Purposes..............................................    29
  Section 6.8.  Acts of the Securityholders............................................................    29
  Section 6.9.  Inspection of Records..................................................................    30

ARTICLE VII.  REPRESENTATIONS AND WARRANTIES
  Section 7.1.  Representations and Warranties of the Bank and the Property Trustee....................    30
  Section 7.2.  Representations and Warranties of the Delaware Bank and the Delaware Trustee...........    31
  Section 7.3.  Representations and Warranties of the Depositor........................................    32

ARTICLE VIII.  TRUSTEES
  Section 8.1.  Certain Duties and Responsibilities....................................................    33
  Section 8.2.  Certain Notices........................................................................    34
  Section 8.3.  Certain Rights of the Property Trustee.................................................    35
  Section 8.4.  Not Responsible for Recitals or Issuance of Securities.................................    37
  Section 8.5.  May Hold Securities....................................................................    37
  Section 8.6.  Compensation; Indemnity; Fees..........................................................    37
  Section 8.7.  Corporate Property Trustee Required; Eligibility of Trustees...........................    38
  Section 8.8.  Conflicting Interests..................................................................    38
  Section 8.9.  Co-Trustees and Separate Trustee.......................................................    39
  Section 8.10. Resignation and Removal; Appointment of Successor......................................    40
  Section 8.11. Acceptance of Appointment by Successor.................................................    41
  Section 8.12. Merger, Conversion, Consolidation or Succession to Business............................    42
  Section 8.13. Preferential Collection of Claims Against the Depositor or the Trust...................    42
  Section 8.14. Reports by the Property Trustee........................................................    42
  Section 8.15. Reports to the Property Trustee........................................................    43
  Section 8.16. Evidence of Compliance with Conditions Precedent.......................................    43
  Section 8.17. Number of Trustees.....................................................................    43
  Section 8.18. Delegation of Power....................................................................    43
  Section 8.19. Voting.................................................................................    44
</TABLE>

                                      ii
<PAGE>

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ARTICLE IX.  TERMINATION, LIQUIDATION AND MERGER
  Section 9.1.  Termination upon Expiration Date.......................................................    44
  Section 9.2.  Early Termination......................................................................    44
  Section 9.3.  Termination............................................................................    44
  Section 9.4.  Liquidation............................................................................    45
  Section 9.5.  Mergers, Consolidations, Amalgamations or Replacements of the Trust....................    46

ARTICLE X.  MISCELLANEOUS PROVISIONS
  Section 10.1. Limitation of Rights of the Securityholders............................................    47
  Section 10.2. Amendment..............................................................................    47
  Section 10.3. Separability...........................................................................    49
  Section 10.4. Governing Law..........................................................................    49
  Section 10.5. Payments Due on Non-Business Day.......................................................    49
  Section 10.6. Successors.............................................................................    49
  Section 10.7. Headings...............................................................................    49
  Section 10.8. Reports, Notices and Demands...........................................................    49
  Section 10.9. Agreement Not to Petition..............................................................    50
  Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act................................    50
  Section 10.11. Acceptance of Terms of the Trust Agreement, the Guarantee and the Indenture...........    51
</TABLE>

iii
<PAGE>

                             CROSS-REFERENCE TABLE

Section of                                                    Section of Amended
Trust Indenture Act                                                 and Restated
of 1939, as amended                                              Trust Agreement
-------------------                                              ---------------

310(a)(1).......................................................             8.7
310(a)(2).......................................................             8.7
310(a)(3).......................................................             8.7
310(a)(4).......................................................      2.7(a)(ii)
310(b)..........................................................             8.8
311(a)..........................................................            8.13
311(b)..........................................................            8.13
312(a)..........................................................             5.8
312(b)..........................................................             5.8
312(c)..........................................................             5.8
313(a)..........................................................         8.14(a)
313(a)(4).......................................................         8.14(b)
313(b)..........................................................         8.14(b)
313(c)..........................................................            10.8
313(d)..........................................................         8.14(c)
314(a)..........................................................            8.15
314(b)..........................................................  Not Applicable
314(c)(1).......................................................            8.16
314(c)(2).......................................................            8.16
314(c)(3).......................................................  Not Applicable
314(d)..........................................................  Not Applicable
314(e)..........................................................       1.1, 8.16
315(a)..........................................................  8.1(a), 8.3(a)
315(b)..........................................................       8.2, 10.8
315(c)..........................................................          8.1(a)
315(d)..........................................................        8.1, 8.3
316(a)(2).......................................................  Not Applicable
316(b)..........................................................  Not Applicable
316(c)..........................................................             6.7
317(a)(1).......................................................  Not Applicable
317(a)(2).......................................................  Not Applicable
317(b)..........................................................            5.10
318(a)..........................................................           10.10

Note: This Cross-Reference Table does not constitute part of this Agreement and
shall not affect any interpretation of any of its terms or provisions.

                                      iv
<PAGE>

                     AMENDED AND RESTATED TRUST AGREEMENT

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of ________, 2001, among ABC
BANCORP, a Georgia corporation (including any successors or assigns, the
"Depositor"), WILMINGTON TRUST COMPANY, a banking corporation duly organized and
existing under the laws of the State of Delaware, as property trustee (the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), WILMINGTON TRUST COMPANY, a banking
corporation duly organized and existing under the laws of the State of Delaware,
as Delaware trustee (the "Delaware Trustee," and, in its separate corporate
capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"),
KENNETH J. HUNNICUTT, an individual, MARK D. THOMAS, an individual, and W. EDWIN
LANE, JR., an individual, each of whose address is c/o ABC Bancorp, 24 2/nd/
Avenue, S.E., Moultrie, Georgia 31768 (each an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees"), and the several Holders (as hereinafter defined).

                                   RECITALS:

     WHEREAS, the Depositor, the Delaware Trustee and the Administrative
Trustees have heretofore duly declared and established a business trust pursuant
to the Delaware Business Trust Act (as hereinafter defined) by the entering into
of that certain Trust Agreement, dated as of ________, 2001 (the "Original Trust
Agreement"), and by the execution and filing by the Delaware Trustee, and the
Administrative Trustees with the Secretary of State of the State of Delaware of
the Certificate of Trust, filed on ________, 2001, the form of which is attached
as Exhibit A; and
   ---------

     WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and the
Administrative Trustees desire to amend and restate the Original Trust Agreement
in its entirety as set forth herein to provide for, among other things, (a) the
issuance of the Common Securities (as defined herein) by the Trust (as defined
herein) to the Depositor; (b) the issuance and sale of the Preferred Securities
(as defined herein) by the Trust pursuant to the Underwriting Agreement (as
defined herein); (c) the acquisition by the Trust from the Depositor of all of
the right, title and interest in and to the Debentures (as defined herein); and
(d) the appointment of the Trustees;

     NOW THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Securityholders (as defined herein),
hereby amends and restates the Original Trust Agreement in its entirety and
agrees as follows:

                                  ARTICLE I.
                                 DEFINED TERMS

     Section 1.1.  Definitions. For all purposes of this Trust Agreement, except
                   -----------
as otherwise expressly provided or unless the context otherwise requires:

                                       1
<PAGE>

     (a)  the terms defined in this Article I have the meanings assigned to them
in this Article I and include the plural as well as the singular;

     (b)  all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (c)  unless the context otherwise requires, any reference to an "Article"
or a "Section" refers to an Article or a Section, as the case may be, of this
Trust Agreement;

     (d)  the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision; and

     (e)  whenever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation."

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of additional interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Debentures for such period.

     "Additional Payments" has the meaning specified in Section 1.1 of the
Indenture.

     "Administrative Trustee" means each of KENNETH J. HUNNICUTT, MARK D. THOMAS
and W. EDWIN LANE, JR., solely in his capacity as Administrative Trustee of the
Trust continued hereunder and not in his individual capacity, or such
Administrative Trustee's successor in interest in such trustee capacity, or any
successor trustee appointed as herein provided.

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

     "Authenticating Agent" means an authenticating agent with respect to the
Preferred Securities appointed by the Property Trustee pursuant to Section 5.3.

     "Bank" has the meaning specified in the Preamble to this Trust Agreement.

     "Bankruptcy Event" means, with respect to any Person:

                                       2
<PAGE>

     (a)  the entry of a decree or order by a court having jurisdiction in the
premises adjudging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking liquidation or reorganization of or in respect of such
Person under the United States Bankruptcy Code of 1978, as amended, or any other
similar applicable federal or state law, and the continuance of any such decree
or order unvacated and unstayed for a period of ninety (90) days; or the
commencement of an involuntary case under the United States Bankruptcy Code of
1978, as amended, in respect of such Person, which shall continue undismissed
for a period of ninety (90) days or entry of an order for relief in such case;
or the entry of a decree or order of a court having jurisdiction in the premises
for the appointment on the ground of insolvency or bankruptcy of a receiver,
custodian, liquidator, trustee or assignee in bankruptcy or insolvency of such
Person or of its property, or for the winding up or liquidation of its affairs,
and such decree or order shall have remained in force unvacated and unstayed for
a period of ninety (90) days; or

     (b)  the institution by such Person of proceedings to be adjudicated a
voluntary bankrupt, or the consent by such Person to the filing of a bankruptcy
proceeding against it, or the filing by such Person of a petition or answer or
consent seeking liquidation or reorganization under the United States Bankruptcy
Code of 1978, as amended, or other similar applicable federal or state law, or
the consent by such Person to the filing of any such petition or to the
appointment on the ground of insolvency or bankruptcy of a receiver or custodian
or liquidator or trustee or assignee in bankruptcy or insolvency of such Person
or of its property, or shall make a general assignment for the benefit of
creditors.

     "Bankruptcy Laws" has the meaning specified in Section 10.9.

     "Business Day" means any day other than a Saturday or Sunday or a day on
which federal or state banking institutions in the Borough of Manhattan, the
City of New York, are authorized or required by law, executive order or
regulation to close, or a day on which the Corporate Trust Office of the
Property Trustee or the Corporate Trust Office of the Debenture Trustee is
closed for business.

     "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as the
same may be amended or restated from time to time.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. DTC
shall be the initial Clearing Agency.

     "Closing Date" means the date of execution and delivery of this Trust
Agreement.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

                                       3
<PAGE>

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached hereto as Exhibit B and
                                                                ---------
incorporated herein by this reference.

     "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $10 and designated a Common Security
and having the rights provided therefor in this Trust Agreement, including the
right to receive Distributions and a Liquidation Distribution as provided
herein.

     "Company" means ABC Bancorp, a Georgia corporation and registered bank
holding company under the Bank Holding Company Act of 1956, as amended.

     "Corporate Trust Office" means the office at which, at any particular time,
the corporate trust business of the Property Trustee or the Debenture Trustee,
as the case may be, shall be principally administered, which office at the date
hereof, in each such case, is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware, 19890-0001 Attention: Corporate Trust
Administration.

     "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

     "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

     "Debenture Trustee" means Wilmington Trust Company, a banking corporation
organized under the laws of the State of Delaware and any successor thereto, as
trustee under the Indenture.

     "Debentures" means the $30,927,850 (or $35,567,030 if the Underwriters
exercise their Option as such term is defined in the Underwriters Agreement)
aggregate principal amount of the Depositor's ___% Subordinated Debentures due
2031, issued pursuant to the Indenture.

     "Delaware Bank" has the meaning specified in the Preamble to this Trust
Agreement.

     "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Delaware Code Sections 3801 et seq., as it may be amended from time to
time.

     "Delaware Trustee" means the commercial bank or trust company identified as
the "Delaware Trustee" in the Preamble to this Trust Agreement solely in its
capacity as Delaware Trustee of the Trust continued hereunder and not in its
individual capacity, or its successor in interest in such trustee capacity, or
any successor trustee appointed as herein provided.

     "Depositary" means DTC or any successor thereto.

     "Depositor" has the meaning specified in the Preamble to this Trust
Agreement.

                                       4
<PAGE>

     "Distribution Date" has the meaning specified in Section 4.1(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1.

     "DTC" means The Depository Trust Company.

     "Early Termination Event" has the meaning specified in Section 9.2.

     "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a)  the occurrence of a Debenture Event of Default; or

     (b)  default by the Trust or the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such default
for a period of thirty (30) days; or

     (c)  default by the Trust or the Property Trustee in the payment of any
Redemption Price of any Trust Security when it becomes due and payable.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached hereto
as Exhibit C and incorporated herein by this reference, as the same may be
   ---------
amended from time to time.

     "Expiration Date" has the meaning specified in Section 9.1.

     "Extension Period" has the meaning specified in Section 4.1 of the
Indenture.

     "Global Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Global Preferred Securities.

     "Global Preferred Security" means a Preferred Security, with the ownership
and transfer of beneficial interests therein made through book entries by a
Clearing Agency as described herein.

     "Guarantee" means the Preferred Securities Guarantee Agreement executed and
delivered by the Depositor and Wilmington Trust Company, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Holders of the Preferred Securities, as amended from time to
time.

                                       5
<PAGE>

     "Indenture" means the Indenture, dated as of __________________, 2001,
between the Depositor and the Debenture Trustee, as trustee, as the same may be
amended or supplemented from time to time, pertaining to the Debentures of the
Depositor.

     "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

     "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having an aggregate Liquidation Amount equal to the aggregate
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture and the proceeds of which shall be used to pay the Redemption
Price of such Trust Securities; and (b) with respect to a distribution of
Debentures to Holders of Trust Securities in connection with a termination or
liquidation of the Trust, Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such Debentures
are distributed. Each Debenture distributed pursuant to clause (b) above shall
carry with it accrued interest in an amount equal to the accrued and unpaid
interest then due on such Debenture.

     "Liquidation Amount" means the stated amount of $10 per Trust Security.

     "Liquidation Date" means the date on which Debentures are to be distributed
to Holders of Trust Securities in connection with a termination and liquidation
of the Trust pursuant to Section 9.4(a).

     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

     "Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President or a Senior or Executive Vice President and
by the Treasurer or an Assistant Treasurer or the Controller or an Assistant
Controller or the Secretary or an Assistant Secretary of the Depositor, and
delivered to the appropriate Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 8.16 shall be the principal executive,
financial or accounting officer of the Depositor. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Trust Agreement shall include:

     (a)  a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b)  a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

     (c)  a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

                                       6
<PAGE>

     (d)  a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

     "Opinion of Counsel" means an opinion in writing of independent outside
legal counsel, who may be counsel for the Trust, the Property Trustee, the
Delaware Trustee or the Depositor, and who shall be reasonably acceptable to the
Property Trustee.

     "Option" has the meaning specified in the Underwriting Agreement.

     "Original Trust Agreement" has the meaning specified in the Recitals to
this Trust Agreement.

     "Outstanding", when used with respect to the Preferred Securities, means,
as of the date of determination, all of the Preferred Securities theretofore
executed and delivered under this Trust Agreement, except:

     (a)  the Preferred Securities theretofore canceled by the Property Trustee
or delivered to the Property Trustee for cancellation;

     (b)  the Preferred Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Preferred Securities; provided, however,
that if such Preferred Securities are to be redeemed, then notice of such
redemption has been duly given pursuant to this Trust Agreement; and

     (c)  the Preferred Securities which have been paid or in exchange for or in
lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 5.5, 5.6, 5.12 and 5.14; provided, however, that in
determining whether the Holders of the requisite Liquidation Amount of the
Outstanding Preferred Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the Preferred Securities owned
by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee
shall be disregarded and deemed not to be Outstanding, except that (i) in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only the
Preferred Securities that such Trustee actually knows to be so owned shall be so
disregarded; and (ii) the foregoing shall not apply at any time when all of the
Outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. The Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and the pledgee is not
the Depositor or any other Obligor upon the Preferred Securities or a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Depositor or any Affiliate of the Depositor.

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.10 and shall initially be the Property Trustee.

                                       7
<PAGE>

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Debentures shall be held and from which the Property Trustee shall make
payments to the Securityholders in accordance with Sections 4.1 and 4.2.

     "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

     "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $10 and designated a ____%
Cumulative Trust Preferred Security and having the rights provided therefor in
this Trust Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

     "Preferred Securities Certificate" means a certificate evidencing ownership
of Preferred Securities, substantially in the form attached hereto as Exhibit D
                                                                      ---------
and incorporated herein by this reference.

     "Property Trustee" means the commercial bank or trust company identified as
the "Property Trustee" in the Preamble to this Trust Agreement, solely in its
capacity as Property Trustee of the Trust heretofore formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such trustee capacity, or any successor property trustee appointed as herein
provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided, however, that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, paid by the Depositor upon the concurrent
redemption of a Like Amount of Debentures, allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities.

     "Relevant Trustee" shall have the meaning specified in Section 8.10.

     "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee with direct
responsibility for the administration of this Trust Agreement, including any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer or other officer of the
Corporate Trust Office of the Property Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

                                       8
<PAGE>

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
is or Trust Securities are registered in the Securities Register (any such
Person is a beneficial owner within the meaning of the Delaware Business Trust
Act).

     "Trust" means the Delaware business trust continued hereby and identified
on the cover page to this Trust Agreement.

     "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including all exhibits hereto, including, for all purposes of
this Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Trust Agreement and any such modification, amendment or supplement,
respectively.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939, as amended, is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

     "Trust Property" means (a) the Debentures; (b) the rights of the Property
Trustee under the Guarantee; (c) any cash on deposit in, or owing to, the
Payment Account; and (d) all proceeds and rights in respect of the foregoing and
any other property and assets for the time being held or deemed to be held by
the Property Trustee pursuant to the trusts of this Trust Agreement.

     "Trust Security" means any one of the Common Securities or the Preferred
Securities.

     "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

     "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Administrative Trustees.

     "Underwriting Agreement" means the Underwriting Agreement, dated as of
__________, 2001, among the Trust, the Depositor, Sterne, Agee & Leach, Inc. and
the underwriters named therein.

                                  ARTICLE II.
                          ESTABLISHMENT OF THE TRUST

     Section 2.1.  Name. The Trust continued hereby shall be known as "ABC
                   ----
Bancorp Capital Trust I," as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in

                                       9
<PAGE>

which name the Trust may engage in the transactions contemplated hereby, make
and execute contracts and other instruments on behalf of the Trust and sue and
be sued.

     Section 2.2.  Office of the Delaware Trustee; Principal Place of Business.
                   -----------------------------------------------------------
The address of the Delaware Trustee in the State of Delaware is c/o Wilmington
Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is c/o ABC Bancorp, 24 2/nd/ Avenue, S.E., Moultrie, Georgia
31768, Attention: Chairman and Chief Executive Officer.

     Section 2.3.  Initial Contribution of Trust Property; Organizational
                   ------------------------------------------------------
Expenses. The Trustees acknowledge receipt in trust from the Depositor in
--------
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

     Section 2.4.  Issuance of the Preferred Securities. On ____________, 2001,
                   ------------------------------------
the Depositor, on behalf of the Trust and pursuant to the Original Trust
Agreement, executed and delivered the Underwriting Agreement. Contemporaneously
with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2,
and deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto, evidencing
an aggregate amount of 3,000,000 Preferred Securities having an aggregate
Liquidation Amount of $30,000,000 against receipt of the aggregate purchase
price of such Preferred Securities of $30,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee. If the
underwriters exercise the Option and there is an Option Closing Date (as such
term is defined in the Underwriting Agreement), then an Administrative Trustee,
on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver
in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto evidencing
an aggregate amount of up to 450,000 Preferred Securities having an aggregate
Liquidation Amount of up to $4,500,000 against receipt of the aggregate purchase
price of such Preferred Securities of up to $4,500,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Preferred Securities issued in accordance with this Section 2.4 shall be validly
issued and entitled to the benefits of this Trust Agreement.

     Section 2.5.  Issuance of the Common Securities; Subscription and Purchase
                   ------------------------------------------------------------
of the Debentures.
----------------

     (a)  Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
92,785 Common Securities having an aggregate Liquidation Amount of $927,850
against payment by the Depositor of such amount, which

                                       10
<PAGE>

amount such Administrative Trustee shall promptly deliver to the Property
Trustee. Contemporaneously therewith, an Administrative Trustee, on behalf of
the Trust, shall subscribe to and purchase from the Depositor Debentures,
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $30,927,850, and, in satisfaction of the
purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the sum of $30,927,850.

     (b)  If the underwriters exercise the Option and there is an Option Closing
Date, then an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an additional
aggregate amount of up to 13,918 Common Securities having an aggregate
Liquidation Amount of up to $139,180 against payment by the Depositor of such
amount, which amount such Administrative Trustee shall promptly deliver to the
Property Trustee.  Contemporaneously therewith, an Administrative Trustee, on
behalf of the Trust, shall subscribe to and purchase from the Depositor,
additional Debentures, registered in the name of the Property Trustee on behalf
of the Trust and having an aggregate principal amount of up to $4,639,180 and,
in satisfaction of the purchase price of such Debentures, the Property Trustee,
on behalf of the Trust, shall deliver to the Depositor up to $4,639,180 such
aggregate amount to be equal to the sum of the amounts received from the
Depositor pursuant to this Section 2.5(b) and from one of the Administrative
Trustees pursuant to the last sentence of Section 2.4.

     (c)  Common Securities issued in accordance with this Section 2.5 shall be
validly issued and entitled to the benefits of this Trust Agreement.

     Section 2.6.  Declaration of Trust. The exclusive purposes and functions of
                   --------------------
the Trust are (a) to issue and sell Trust Securities and use the proceeds from
such sale to acquire the Debentures; and (b) to engage in those activities
necessary, convenient or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act.

     Section 2.7.  Authorization to Enter Into Certain Transactions.
                   ------------------------------------------------

     (a)  The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section 2.7 and Article VIII, and in accordance with the
following provisions (i) and (ii), the Administrative Trustees shall have the
power and authority, and are hereby authorized, to enter into all transactions
and agreements determined by the Administrative Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the
Administrative Trustees

                                       11
<PAGE>

under this Trust Agreement, and to perform all acts in furtherance thereof,
including the following:

          (i)  As among the Trustees, each Administrative Trustee, acting singly
     or jointly, shall have the power, duty and authority, and is hereby
     authorized, to act on behalf of the Trust with respect to the following
     matters:

                   (A)  the issuance and sale of the Trust Securities and the
          compliance with the Underwriting Agreement in connection therewith;

                   (B)  to cause the Trust to enter into, and to execute,
          deliver and perform on behalf of the Trust, the Expense Agreement and
          such other agreements or documents as may be necessary or desirable in
          connection with the purposes and function of the Trust;

                   (C)  assisting in the registration of the Preferred
          Securities under the Securities Act of 1933, as amended, and under
          state securities or blue sky laws, and the qualification of this Trust
          Agreement as a trust indenture under the Trust Indenture Act;

                   (D)  assisting in the listing of the Preferred Securities on
          the American Stock Exchange, Inc. or such securities exchange or
          exchanges as shall be determined by the Depositor and the registration
          of the Preferred Securities under the Exchange Act, and the
          preparation and filing of all periodic and other reports and other
          documents pursuant to the foregoing;

                   (E)  the sending of notices (other than notices of default)
          and other information regarding the Trust Securities and the
          Debentures to the Securityholders in accordance with this Trust
          Agreement;

                   (F)  the appointment of a Paying Agent and Securities
          Registrar in accordance with this Trust Agreement;

                   (G)  to the extent provided in this Trust Agreement, the
          winding up of the affairs of and liquidation of the Trust and the
          preparation, execution and filing of the certificate of cancellation
          with the Secretary of State of the State of Delaware;

                   (H)  to take all action that may be necessary or appropriate
          for the preservation and continuation of the Trust's valid existence,
          rights, franchises and privileges as a statutory business trust under
          the laws of the State of Delaware and of each other jurisdiction in
          which such existence is necessary to protect the limited liability of
          the Holders of the Preferred Securities or to enable the Trust to
          effect the purposes for which the Trust was created; and

                   (I)  the taking of any action incidental to the foregoing as
          the Administrative Trustees may from time to time determine is
          necessary or

                                       12
<PAGE>

          advisable to give effect to the terms of this Trust Agreement for the
          benefit of the Securityholders (without consideration of the effect of
          any such action on any particular Securityholder).

          (ii)  As among the Trustees, the Property Trustee shall have the
     power, duty and authority, and is hereby authorized, to act on behalf of
     the Trust with respect to the following matters:

                   (A)  the establishment of the Payment Account;

                   (B)  the receipt of the Debentures;

                   (C)  the collection of interest, principal and any other
          payments made in respect of the Debentures in the Payment Account;

                   (D)  the distribution of amounts owed to the Securityholders
          in respect of the Trust Securities in accordance with the terms of
          this Trust Agreement;

                   (E)  the exercise of all of the rights, powers and privileges
          of a holder of the Debentures;

                   (F)  the sending of notices of default and other information
          regarding the Trust Securities and the Debentures to the
          Securityholders in accordance with this Trust Agreement;

                   (G)  the distribution of the Trust Property in accordance
          with the terms of this Trust Agreement;

                   (H)  to the extent provided in this Trust Agreement, the
          winding up of the affairs of and liquidation of the Trust;

                   (I)  after an Event of Default, the taking of any action
          incidental to the foregoing as the Property Trustee may from time to
          time determine is necessary or advisable to give effect to the terms
          of this Trust Agreement and protect and conserve the Trust Property
          for the benefit of the Securityholders (without consideration of the
          effect of any such action on any particular Securityholder);

                   (J)  registering transfers of the Trust Securities in
          accordance with this Trust Agreement; and

                   (K)  except as otherwise provided in this Section 2.7(a)(ii),
          the Property Trustee shall have none of the duties, liabilities,
          powers or the authority of the Administrative Trustees set forth in
          Section 2.7(a)(i).

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly

                                       13
<PAGE>

provided herein or contemplated hereby. In particular, the Trust shall not (i)
acquire any investments or engage in any activities not authorized by this Trust
Agreement; (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or
otherwise dispose of any of the Trust Property or interests therein, including
to Securityholders, except as expressly provided herein; (iii) take any action
that would cause the Trust to fail or cease to qualify as a "grantor trust" for
United States federal income tax purposes; (iv) incur any indebtedness for
borrowed money or issue any other debt; or (v) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Securityholders in their capacity as Securityholders.

     (c)  In connection with the issue and sale of the Preferred Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

             (i)   the preparation and filing by the Trust with the Commission
     and the execution on behalf of the Trust of a registration statement on the
     appropriate form in relation to the Preferred Securities, the Guarantee,
     and the Debentures, including any amendments thereto;

             (ii)  the determination of the states in which to take
     appropriate action to qualify or register for sale all or part of the
     Preferred Securities and to do any and all such acts, other than actions
     which under the applicable laws of any such states may not be taken by or
     on behalf of the Trust by the Depositor, and advise the Trustees of actions
     they must take on behalf of the Trust, and prepare for execution and filing
     any documents to be executed and filed by the Trust or on behalf of the
     Trust, as the Depositor deems necessary or advisable in order to comply
     with the applicable laws of any such states;

             (iii) the preparation for filing by the Trust and execution on
     behalf of the Trust of an application to the American Stock Exchange, Inc.
     or a national stock exchange or other organization for inclusion, listing
     or quotation upon notice of issuance of any Preferred Securities and to
     file or cause an Administrative Trustee to file thereafter with such
     exchange or organization such notifications and documents as may be
     necessary from time to time;

             (iv)  the preparation for filing by the Trust with the Commission
     and the execution on behalf of the Trust of a registration statement on
     Form 8-A relating to the registration of the Preferred Securities under
     Section 12(b) or 12(g) of the Exchange Act, including any amendments
     thereto;

             (v)   the negotiation of the terms of, and the execution and
     delivery of, the Underwriting Agreement providing for the sale of the
     Preferred Securities; and

             (vi)  the taking of any other actions that the Depositor determines
     are necessary or desirable to carry out any of the foregoing activities.

                                       14
<PAGE>

     (d)  Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust shall not be deemed to be an "investment
company" required to be registered under the Investment Company Act, shall be
classified as a "grantor trust" and not as an association taxable as a
corporation for United States federal income tax purposes and so that the
Debentures shall be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, subject to Section 10.2, the
Depositor and the Administrative Trustees are authorized to take any action and
the Administrative Trustees are authorized to direct the Property Trustee in
writing to take any action, not inconsistent with applicable law or this Trust
Agreement, that each of the Depositor and the Administrative Trustees determines
in their discretion to be necessary or desirable for such purposes. The Property
Trustee is authorized to take any action so directed by one or more of the
Administrative Trustees.

     Section 2.8.  Assets of Trust. The assets of the Trust shall consist of the
                   ---------------
Trust Property.

     Section 2.9.  Title to Trust Property. Legal title to all Trust Property
                   -----------------------
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders in accordance with this Trust Agreement.

                                 ARTICLE III.
                                PAYMENT ACCOUNT

     Section 3.1.  Payment Account.
                   ---------------

     (a)  On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and any agent of the Property Trustee
shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits and withdrawals from the
Payment Account in accordance with this Trust Agreement. All monies and other
property deposited or held from time to time in the Payment Account shall be
held by the Property Trustee in the Payment Account for the exclusive benefit of
the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein.

     (b)  The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

                                  ARTICLE IV.
                           DISTRIBUTIONS; REDEMPTION

     Section 4.1.  Distributions.
                   -------------

     (a)  Distributions on the Trust Securities shall be cumulative, and shall
accumulate whether or not there are funds of the Trust available for the payment
of Distributions.

                                       15
<PAGE>

Distributions shall accumulate from the date of issuance of the Trust
Securities, and, except during any Extension Period with respect to the
Debentures, shall be payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year, commencing on December 31, 2001. If
any date on which a Distribution is otherwise payable on the Trust Securities is
not a Business Day, then the payment of such Distribution shall be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that if such Business Day is in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction in interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as if made on such date (each date on which distributions are payable
in accordance with this Section 4.1(a), a "Distribution Date").

     (b)  The Trust Securities constitute undivided beneficial interests in the
Trust Property. Distributions on the Trust Securities shall be payable at a rate
of ___% per annum of the Liquidation Amount of the Trust Securities. The amount
of Distributions payable for any full period shall be computed on the basis of a
360-day year consisting of twelve 30-day months. The amount of Distributions for
any partial period shall be computed on the basis of the number of days elapsed
in a 360-day year consisting of twelve 30-day months. During any Extension
Period with respect to the Debentures, Distributions on the Preferred Securities
shall be deferred for a period equal to the Extension Period. The amount of
Distributions payable for any period shall include the Additional Amounts, if
any.

     (c)  Distributions on the Trust Securities shall be made by the Property
Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on hand and
immediately available by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

     (d)  Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
the 15th day of March, June, September or December for Distributions payable on
the last calendar day of the respective month; provided, however, that for any
Trust Securities held in global form, Distributions with respect to a
Distribution Date shall be payable to the Holder thereof as it appears on the
Securities Register as of one Business Day immediately preceding the
Distribution Date.

     Section 4.2.  Redemption.
                   ----------

     (a)  On each Debenture Redemption Date and at maturity of the Debentures,
the Trust shall be required to redeem a Like Amount of Trust Securities at the
Redemption Price.

     (b)  Notice of redemption shall be given by the Property Trustee by first-
class mail, postage prepaid, mailed not less than thirty (30) nor more than
sixty (60) days prior to the Redemption Date to each Holder of Trust Securities
to be redeemed, at such Holder's address appearing in the Securities Register.
The Property Trustee shall have no responsibility for the accuracy of any CUSIP
number contained in such notice. All notices of redemption shall state:

                                       16
<PAGE>

             (i)   the Redemption Date;

             (ii)  the Redemption Price;

             (iii) the CUSIP number;

             (iv)  if less than all the outstanding Trust Securities are to be
     redeemed, the identification and the aggregate Liquidation Amount of the
     particular Trust Securities to be redeemed;

             (v)   that, on the Redemption Date, the Redemption Price shall
     become due and payable upon each such Trust Security to be redeemed and
     that Distributions thereon shall cease to accumulate on and after said
     date, except as provided in Section 4.2(d); and

             (vi)  the place or places at which Trust Securities are to be
     surrendered for the payment of the Redemption Price.

     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption of
the Debentures.  Redemptions of the Trust Securities shall be made and the
Redemption Price shall be payable on each Redemption Date only to the extent
that the Trust has immediately available funds then on hand and available in the
Payment Account for the payment of such Redemption Price.

     (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee, subject to Section
4.2(c), shall, with respect to Preferred Securities held in global form, deposit
with the Clearing Agency for such Preferred Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Trust Securities that are not held in global form, the Property Trustee, subject
to Section 4.2(c), shall deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof
upon surrender of their Trust Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, (i) all rights of Securityholders holding Trust
Securities so called for redemption shall cease, except the right of such
Securityholders to receive the Redemption Price, but without interest, (ii) such
Trust Securities shall cease to be Outstanding, (iii) the Clearing Agency for
the Preferred Securities or its nominee, as the registered Holder of the Global
Preferred Securities Certificate, shall receive a registered global certificate
or certificates representing the Debentures to be delivered upon such
distribution with respect to Preferred Securities held by the Clearing Agency or
its nominee, and (iv) any Trust Securities Certificates not held by the Clearing
Agency for the Preferred Securities or its nominee as specified in clause (iii)
above will be deemed to represent

                                       17
<PAGE>

Debentures having a principal amount equal to the stated Liquidation Amount of
the Trust Securities represented thereby and bearing accrued and unpaid interest
in an amount equal to the accumulated and unpaid Distributions on such Trust
Securities until such certificates are presented to the Securities Registrar for
transfer or reissuance. In the event that any date on which any Redemption Price
is payable is not a Business Day, then payment of the Redemption Price payable
on such date shall be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such acceleration),
in each case with the same force and effect as if made on such date. In the
event that payment of the Redemption Price in respect of any Trust Securities
called for redemption is improperly withheld or refused and not paid either by
the Trust or by the Depositor pursuant to the Guarantee, Distributions on such
Trust Securities shall continue to accumulate, at the then applicable rate, from
the Redemption Date originally established by the Trust for such Trust
Securities to the date such Redemption Price is actually paid, in which case the
actual payment date shall be the date fixed for redemption for purposes of
calculating the Redemption Price.

     (e) Payment of the Redemption Price on the Trust Securities shall be made
to the Holders thereof as they appear on the Securities Register for the Trust
Securities on the relevant record date, which shall be the date fifteen (15)
days prior to the relevant Redemption Date; provided, however, that for any
Trust Securities held in global form, payment of the Redemption Price shall be
made to the Holder thereof as it appears on the Securities Register as of one
Business Day immediately preceding the Redemption Date.

     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than sixty (60) days prior to the Redemption Date by
the Property Trustee from the Outstanding Preferred Securities not previously
called for redemption, by such method (including by lot) as the Property Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to such Liquidation Amount or an integral multiple
of such Liquidation Amount in excess thereof) of the Liquidation Amount of the
Preferred Securities; provided, however, that in the event the redemption
relates only to Preferred Securities purchased and held by the Depositor being
redeemed for a Like Amount of Debentures, the Property Trustee shall select
those particular Preferred Securities for redemption. The Property Trustee shall
promptly notify the Securities Registrar (if other than the Property Trustee) in
writing of the Preferred Securities selected for redemption and, in the case of
any Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of the
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of the Preferred Securities which has been or is to be redeemed.

                                       18
<PAGE>

     Section 4.3. Subordination of the Common Securities.
                  --------------------------------------

     (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, subject to Section 4.2(f), pro rata among the Common Securities and the
Preferred Securities based on the Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any Event
of Default resulting from a Debenture Event of Default shall have occurred and
be continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of the
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the Redemption
Price the full amount of such Redemption Price on all Outstanding Preferred
Securities then called for redemption, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including Additional
Amounts, if applicable) on, or the Redemption Price of, the Preferred Securities
then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from a
Debenture Event of Default, the Holder of the Common Securities shall be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the effect of all such Events of Default with respect
to the Preferred Securities shall have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with
respect to the Preferred Securities shall have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf of the
Holders of the Preferred Securities and not the Holder of the Common Securities,
and only the Holders of the Preferred Securities shall have the right to direct
the Property Trustee to act on their behalf.

     Section 4.4. Payment Procedures. Payments of Distributions (including
                  ------------------
Additional Amounts, if applicable) in respect of the Preferred Securities shall
be made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register or, if the Preferred Securities
are held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency in immediately available funds, which will credit the relevant accounts
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Common Securityholder.

     Section 4.5. Tax Returns and Reports. The Administrative Trustees shall
                  -----------------------
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and
filed) the appropriate Internal Revenue Service form required to be filed in
respect of the Trust in each taxable year of the Trust; and (b) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service forms required to be furnished to such
Securityholder or the information required to be provided on such forms. The

                                       19
<PAGE>

Administrative Trustees shall provide the Depositor with a copy of all such
returns and reports promptly after such filing or furnishing. The Property
Trustee shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to the Securityholders under the Trust Securities.

     Section 4.6. Payment of Taxes, Duties, Etc. of the Trust.   Upon receipt
                  -------------------------------------------
under the Debentures of Additional Payments, the Property Trustee, at the
direction of an Administrative Trustee or the Depositor, shall promptly pay any
taxes, duties, assessments or governmental charges of whatsoever nature (other
than withholding taxes) imposed on the Trust by the United States or any other
taxing authority.

     Section 4.7. Payments under the Indenture. Any amount payable hereunder to
                  ----------------------------
any Holder of Preferred Securities shall be reduced by the amount of any
corresponding payment such Holder has directly received under the Indenture
pursuant to Section 5.14(b) or (c) hereof.

                                  ARTICLE V.
                       THE TRUST SECURITIES CERTIFICATES

     Section 5.1. Initial Ownership. Upon the creation of the Trust and the
                  -----------------
contribution by the Depositor pursuant to Section 2.3 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
Outstanding, the Depositor shall be the sole beneficial owner of the Trust.

     Section 5.2. The Trust Securities Certificates. The Preferred Securities
                  ---------------------------------
Certificates shall be issued in minimum denominations of the Liquidation Amount
and integral multiples of such Liquidation Amount in excess thereof, and the
Common Securities Certificates shall be issued in denominations of the
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. The Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals, or any of them,
shall have ceased to be so authorized prior to the delivery of such Trust
Securities Certificates or did not hold such offices at the date of delivery of
such Trust Securities Certificates. A transferee of Trust Securities shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities in such transferee's name pursuant to Sections 5.5, 5.12 and 5.14.

     Section 5.3. Execution, Authentication and Delivery of the Trust Securities
                  --------------------------------------------------------------
Certificates.
------------

     (a) On the Closing Date and, if applicable, the Option Closing Date, as
such term is defined in the Underwriting Agreement, or upon the occurrence of
any of the events described in clauses (i) through (iii) of Section 5.4(b), the
Administrative Trustees shall cause Trust Securities Certificates, evidencing an
aggregate Liquidation Amount of Trust Securities as provided in Sections 2.4 and
2.5, to be executed on behalf of the Trust by the manual or facsimile signature

                                       20
<PAGE>

of at least one of the Administrative Trustees and delivered to or upon the
written order of the Depositor, signed by its Chairman and Chief Executive
Officer, President, any Senior or Executive Vice President, the Treasurer or any
Assistant Treasurer without further corporate action by the Depositor.

     (b) A Preferred Securities Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee in substantially the form of Exhibit E attached hereto. The signature
                                     ---------
shall be conclusive evidence that the Preferred Securities Certificate has been
authenticated under this Trust Agreement. Each Preferred Security Certificate
shall be dated the date of its authentication.

     (c) Upon the written order of the Trust signed by one of the Administrative
Trustees, the Property Trustee shall authenticate and make available for
delivery the Preferred Securities Certificates.

     (d) The Property Trustee may appoint an Authenticating Agent acceptable to
the Trust to authenticate the Preferred Securities. An Authenticating Agent may
authenticate the Preferred Securities whenever the Property Trustee may do so.
Each reference in this Trust Agreement to authentication by the Property Trustee
includes authentication by such agent. An Authenticating Agent has the same
rights as the Property Trustee to deal with the Depositor or the Trust.

     Section 5.4. Global Preferred Security.
                  -------------------------

     (a) Any Global Preferred Security issued under this Trust Agreement shall
be registered in the name of the nominee of the Clearing Agency and, unless or
until other arrangements are requested by the Clearing Agency, delivered to and
held by the Property Trustee as custodian for the Clearing Agency (and the
Property Trustee is hereby authorized to serve as such custodian), and such
Global Preferred Security shall constitute a single Preferred Security for all
purposes of this Trust Agreement.

     (b) Notwithstanding any other provision in this Trust Agreement, no Global
Preferred Security may be exchanged for Preferred Securities registered in the
names of persons other than the Depositary or its nominee unless (i) the
Depositary notifies the Administrative Trustees and Property Trustee in writing
that it is unwilling or unable to continue as a depositary for such Global
Preferred Securities and the Depositor is unable to locate a qualified successor
depositary, (ii) the Depositor executes and delivers to the Administrative
Trustees and Property Trustee a written order stating that it elects to
terminate the book-entry system through the Depositary, or (iii) there shall
have occurred and be continuing a Debenture Event of Default.

     (c) If a Preferred Security that is not a Global Security is to be
exchanged in whole or in part for a beneficial interest in a Global Preferred
Security, then either (i) the Global Preferred Security Certificate evidencing
such Global Preferred Security shall be so surrendered for exchange or
cancellation as provided in this Article V, or (ii) the Liquidation Amount
thereof shall be reduced or increased by an amount equal to the portion thereof
to be so exchanged or canceled, or equal to the Liquidation Amount of such other
Preferred Securities to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate

                                       21
<PAGE>

adjustment made on the records of the Securities Registrar, whereupon the
Property Trustee shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees shall
execute and the Property Trustee shall, subject to Section 5.5(b) and as
otherwise provided in this Article V, authenticate and deliver any Preferred
Securities issuable in exchange for such Global Preferred Security (or any
portion thereof) in accordance with the instructions of the Clearing Agency. The
Property Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

     (d) Every Preferred Security executed, authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
otherwise, shall be executed, authenticated and delivered in the form of, and
shall be, a Global Preferred Security, unless such Global Preferred Security is
registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.

     (e) The Clearing Agency or its nominee, as the registered owner of a Global
Preferred Security, shall be the Holder of the Preferred Securities represented
by such Global Preferred Security for all purposes under this Trust Agreement
and the Preferred Securities, and owners of beneficial interests in such Global
Preferred Security shall hold such interests pursuant to the rules and
procedures of such Clearing Agency (the "Applicable Procedures"), and shall not
be considered the Holders thereof under this Trust Agreement and, except as
otherwise provided herein, shall not be entitled to receive physical delivery of
any such Preferred Securities in definitive form.  Accordingly, any such owner's
beneficial interest in the Global Preferred Securities shall be shown only on,
and the transfer of such interest shall be effected only through, records
maintained by the Clearing Agency or its nominee. Neither the Property Trustee,
the Securities Registrar nor the Depositor shall have any liability in respect
of any transfers effected by the Clearing Agency.

     (f) The rights of owners of beneficial interests in a Global Preferred
Security shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such owners and the
Clearing Agency.

     Section 5.5. Registration of Transfer and Exchange of the Preferred
                  ------------------------------------------------------
Securities Certificates.
-----------------------

     (a) The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.9, a register or registers for the purpose of
registering the Trust Securities Certificates and, subject to the provisions of
Section 5.4, transfers and exchanges of the Preferred Securities Certificates
(herein referred to as the "Securities Register") in which the registrar
designated by the Depositor (the "Securities Registrar"), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of the Preferred Securities Certificates and the Common Securities Certificates
(subject to Section 5.11 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of the Preferred Securities

                                       22
<PAGE>

Certificates as herein provided. The Depositor hereby designates the Property
Trustee as the initial Securities Registrar.

     (b) Subject to the provisions of Section 5.4, upon surrender for
registration of transfer of any Preferred Securities Certificate at the office
or agency maintained pursuant to Section 5.9, the Administrative Trustees or any
one of them shall execute in accordance with Section 5.2 and the Property
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount dated the date of
authentication. The Securities Registrar shall not be required to register the
transfer of any of the Preferred Securities that have been called for
redemption. At the option of a Holder, the Preferred Securities Certificates may
be exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificates to be exchanged at the office
or agency maintained pursuant to Section 5.9.

     (c) Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange, subject to the provisions of Section 5.4,
shall be accompanied by a written instrument of transfer in form satisfactory to
the Property Trustee and the Securities Registrar duly executed by the Holder or
his attorney duly authorized in writing. Each Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Property Trustee in accordance with its
customary practice. The Trust shall not be required to (i) issue, register the
transfer of, or exchange any of the Preferred Securities during a period
beginning at the opening of business 15 calendar days before the date of mailing
of a notice of redemption of any of the Preferred Securities called for
redemption and ending at the close of business on the day of such mailing; or
(ii) register the transfer of or exchange any of the Preferred Securities so
selected for redemption, in whole or in part, except the unredeemed portion of
any such Preferred Securities being redeemed in part.

     (d) No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, subject to the provisions of
Section 5.4, but the Securities Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Preferred Securities
Certificates.

     (e) Preferred Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Trust Agreement. Any
transfer or purported transfer of any Preferred Security not made in accordance
with this Trust Agreement shall be null and void. A Preferred Security that is
not a Global Preferred Security may be transferred, in whole or in part, to a
Person who takes delivery in the form of another Preferred Security that is not
a Global Preferred Security as provided in this Section 5.5. A beneficial
interest in a Global Preferred Security may be exchanged for a Preferred
Security that is not a Global Preferred Security only as provided in Section
5.4.

     Section 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities
                  -----------------------------------------------------
Certificates. If (a) any mutilated Trust Securities Certificate shall be
------------
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of

                                       23
<PAGE>

any Trust Securities Certificate; and (b) there shall be delivered to the
Securities Registrar, the Property Trustee and the Administrative Trustees such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Trust Securities Certificate shall have
been acquired by a protected purchaser, the Administrative Trustees, or any one
of them, on behalf of the Trust shall execute and make available for delivery,
and the Property Trustee shall authenticate if necessary, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section 5.6, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to this Section 5.6
shall constitute conclusive evidence of an undivided beneficial interest in the
assets of the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

     Section 5.7. Persons Deemed the Securityholders. The Trustees, the Paying
                  ----------------------------------
Agent and the Securities Registrar shall treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as
the owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

     Section 5.8. Access to List of the Securityholders' Names and Addresses. At
                  ----------------------------------------------------------
any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee (a) within five Business Days prior to
March 15, June 15, September 15 and December 15 in each year, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Securityholders as of the most recent record date; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of the Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

     Section 5.9. Maintenance of Office or Agency. The Administrative Trustees
                  -------------------------------
shall maintain in a location or locations designated by the Administrative
Trustees, an office or offices or agency or agencies where the Preferred
Securities Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Trustees in respect of the
Trust Securities Certificates may be served. The Administrative Trustees
initially designate the Corporate Trust Office of the Property Trustee as the
office for such purposes. The Administrative Trustees shall give prompt written
notice to the Depositor and to the

                                       24
<PAGE>

Securityholders of any change in the location of the Securities Register or any
such office or agency.

     Section 5.10. Appointment of the Paying Agent. The Paying Agent shall
                   -------------------------------
initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. The Paying Agent shall make Distributions to the Securityholders from
the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine, in
their sole discretion, that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty
(30) days' written notice to the Administrative Trustees, the Property Trustee
and the Depositor. In the event that the Property Trustee shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company) that is acceptable to the Property Trustee and the
Depositor to act as the Paying Agent. The Administrative Trustees shall cause
such successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent shall hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto
until such sums shall be paid to such Securityholders. The Paying Agent shall
return all unclaimed funds to the Property Trustee and, upon removal of a Paying
Agent, such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 shall apply to the
Property Trustee also in its role as the Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Trust Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise.

     Section 5.11. Ownership of the Common Securities by the Depositor. On the
                   ---------------------------------------------------
Closing Date, the Depositor shall acquire and retain beneficial and record
ownership of the Common Securities. To the fullest extent permitted by law, any
attempted transfer of the Common Securities (other than a transfer in connection
with a merger or consolidation of the Depositor into another corporation
pursuant to Section 12.1 of the Indenture) shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN
COMPLIANCE WITH SECTION 5.11 OF THE TRUST AGREEMENT".

     Section 5.12. The Trust Securities Certificates.
                   ---------------------------------

     (a) Upon the issuance of the Preferred Securities Certificates, the
Trustees shall recognize the record holders of the Preferred Securities
Certificates as the Securityholders. The Preferred Securities Certificates shall
be issued in the form of one or more fully registered Global Preferred
Securities Certificates which will be deposited with or on behalf of the
Clearing

                                       25
<PAGE>

Agency and registered in the name of the Clearing Agency's nominee. Unless and
until it is exchangeable in whole or in part for the Preferred Securities in
definitive form, a Global Preferred Security may not be transferred except as a
whole by the Clearing Agency to a nominee of the Clearing Agency or by a nominee
of the Clearing Agency to the Clearing Agency or another nominee of the Clearing
Agency or by the Clearing Agency or any such nominee to a successor of such
Clearing Agency or a nominee of such successor.

     (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

     Section 5.13. Notices. To the extent that a notice or other communication
                   -------
to the Holders is required under this Trust Agreement, for so long as Preferred
Securities are represented by a Global Preferred Securities Certificate, the
Trustees shall give all such notices and communications specified herein to be
given to the Clearing Agency, and shall have no obligation to provide notice to
the owners of the beneficial interest in the Global Preferred Securities.

     Section 5.14. Rights of the Securityholders.
                   -----------------------------

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities, and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights to subscribe for additional Trust
Securities.  When issued and delivered to Holders of the Preferred Securities
against payment of the purchase price therefor, the Preferred Securities shall
be fully paid and, subject to the next following sentence, nonassessable
undivided beneficial interests in the assets of the Trust. The Holders of the
Preferred Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

     (b) For so long as any of the Preferred Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders of
not less than twenty-five percent (25%) in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of at least twenty-five percent (25%)
in Liquidation Amount of the Preferred Securities then Outstanding shall have
such right by a notice in writing to the Depositor and the Debenture Trustee,
and upon any such declaration such principal amount of and the accrued interest
on all of the Debentures shall become immediately due and payable, provided that
the payment of principal and interest on such Debentures shall remain
subordinated to the extent provided in the Indenture.

     (c) For so long as any of the Preferred Securities remain Outstanding, upon
a Debenture Event of Default arising from the failure to pay interest or
principal on the Debentures, the Holders of any of the Preferred Securities then
Outstanding shall, to the fullest extent permitted

                                       26
<PAGE>

by law, have the right to directly institute proceedings for enforcement of
payment to such Holders of principal of or interest on the Debentures having a
principal amount equal to the Liquidation Amount of the Preferred Securities of
such Holders.

                                  ARTICLE VI.
                 ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.1. Limitations on Voting Rights.
                  ----------------------------

     (a) Except as provided in this Section 6.1, in Sections 5.14, 8.10 and 10.2
and in the Indenture and as otherwise set forth in the Guarantee or as required
by law, no Holder of Preferred Securities shall have any right to vote or in any
manner otherwise control the administration, operation and management of the
Trust or the obligations of the parties hereto; nor shall anything herein set
forth or contained in the terms of the Trust Securities Certificates be
construed so as to constitute the Securityholders from time to time as partners
or members of an association.

     (b) So long as any Debentures are held by the Property Trustee, on behalf
of the Trust, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee or
executing any trust or power conferred on the Debenture Trustee with respect to
such Debentures; (ii) waive any past default which is waivable under Article VII
of the Indenture; (iii) exercise any right to rescind or annul a declaration
that the principal of all the Debentures shall be due and payable; or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of not less than a majority in
Liquidation Amount of all the Outstanding Preferred Securities; provided,
however, that where a consent under the Indenture would require the consent of
each holder of outstanding Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior written consent of each Holder
of the Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Outstanding Preferred
Securities, except when authorized by a subsequent vote of the Holders of the
Outstanding Preferred Securities. The Property Trustee shall notify each Holder
of the Outstanding Preferred Securities of any notice of default received from
the Debenture Trustee with respect to the Debentures. In addition to obtaining
the foregoing approvals of the Holders of the Preferred Securities, prior to
taking any of the foregoing actions, the Trustees shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such matters to the
effect that the Trust shall continue to be classified as a grantor trust and not
as an association taxable as a corporation for United States federal income tax
purposes on account of such action.

     (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the Holders
of the Preferred Securities, whether by way of amendment to this Trust Agreement
or otherwise; or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
the Outstanding Preferred Securities, as a class, shall be entitled to vote on
such amendment or proposal, and such amendment or proposal shall not be
effective except with the

                                       27
<PAGE>

approval of the Holders of at least a Majority in Liquidation Amount of the
Outstanding Preferred Securities. No amendment to this Trust Agreement may be
made if, as a result of such amendment, the Trust would cease to be classified
as a grantor trust or would be classified as an association taxable as a
corporation for United States federal income tax purposes.

     Section 6.2. Notice of Meetings. Notice of all meetings of the Holders of
                  ------------------
Preferred Securities, stating the time, place and purpose of the meeting, shall
be given by the Property Trustee pursuant to Section 10.8 to each such Holder,
at his or her registered address, at least fifteen (15) days and not more than
ninety (90) days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.

     Section 6.3. Meetings of Holders of Preferred Securities.
                  -------------------------------------------

     (a) No annual meeting of the Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of the Securityholders to
vote on any matter in respect of which the Holders of Preferred Securities are
entitled to vote upon the written request of the Holders of not less than
twenty-five percent (25%) in Liquidation Amount of all Outstanding Preferred
Securities, and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of the Holders of Preferred Securities
to vote on any matters as to which such Holders are entitled to vote.

     (b) The Holders of not less than fifty percent (50%) in Liquidation Amount
of all Outstanding Preferred Securities, present in person or by proxy, shall
constitute a quorum at any meeting of the Securityholders.

     (c) If a quorum is present at a meeting, an affirmative vote by the Holders
of not less than a majority in Liquidation Amount of the Preferred Securities
held by the Holders present, either in person or by proxy, at such meeting shall
constitute the action of the Securityholders, unless this Trust Agreement
requires a different number of affirmative votes.

     Section 6.4. Voting Rights. The Securityholders shall be entitled to one
                  -------------
vote for each dollar value of Liquidation Amount represented by their Trust
Securities (with any fractional multiple thereof rounded up or down as the case
may be to the closest integral multiple) in respect of any matter as to which
such Securityholders are entitled to vote (and such dollar value shall be $10
per Preferred Security until such time, if any, as the Liquidation Amount is
changed as provided herein).

     Section 6.5. Proxies, Etc. At any meeting of the Securityholders, any
                  ------------
Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Only Holders shall be entitled to vote.
When Trust Securities are held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Trust Securities,
but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as

                                       28
<PAGE>

to any vote to be cast, such vote shall not be received in respect of such Trust
Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and, the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

     Section 6.6. Securityholder Action by Written Consent. Any action which may
                  ----------------------------------------
be taken by the Securityholders at a meeting may be taken without a meeting if
the Securityholders holding Trust Securities having an aggregate Liquidation
Amount not less than a majority of the aggregate Liquidation Amount of all of
the outstanding Trust Securities entitled to vote in respect of such action (or
such larger proportion thereof as shall be required by any express provision of
this Trust Agreement) shall consent to the action in writing.

     Section 6.7. Record Date for Voting and Other Purposes. For the purposes of
                  -----------------------------------------
determining the Securityholders who are entitled to notice of and to vote at any
meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees or the Property Trustee may from time to time fix a
date, not more than ninety (90) days prior to the date of any meeting of the
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

     Section 6.8. Acts of the Securityholders.
                  ---------------------------

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Trust Agreement to be given, made
or taken by the Securityholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders in
person or by an agent duly appointed in writing, and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section 6.8.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him or her the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which any Trustee receiving the same deems
sufficient.

     (c) The ownership of the Preferred Securities shall be proved by the
Securities Register.

                                       29
<PAGE>

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     (e) Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Security may do so
with regard to all or any part of the Liquidation Amount of such Trust Security
or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

     (f) A Securityholder may institute a legal proceeding directly against the
Depositor under the Guarantee to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee (as defined
in the Guarantee), the Trust or any Person.

     Section 6.9. Inspection of Records. Upon reasonable notice to the
                  ---------------------
Administrative Trustees and the Property Trustee, the records of the Trust shall
be open to inspection at the principal executive office of the Trust (as
indicated in Section 2.2) to Holders of the Trust Securities during normal
business hours for any purpose reasonably related to such Securityholder's
interest as a Securityholder.

                                 ARTICLE VII.
                        REPRESENTATIONS AND WARRANTIES

     Section 7.1. Representations and Warranties of the Bank and the Property
                  -----------------------------------------------------------
Trustee. The Bank and the Property Trustee, each severally on behalf of and as
-------
to itself only, as of the date hereof, and each successor Property Trustee at
the time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property
Trustee in its separate corporate capacity) hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

     (a) the Bank is a banking corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware;

     (b) the Bank has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Trust Agreement;

     (c) this Trust Agreement has been duly authorized, executed and delivered
by the Property Trustee and constitutes the valid and legally binding agreement
of the Property Trustee, enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity;

                                       30
<PAGE>

     (d) the execution, delivery and performance by the Property Trustee of this
Trust Agreement has been duly authorized by all necessary corporate or other
action on the part of the Property Trustee and does not require any approval of
the stockholders of the Bank, and such execution, delivery and performance shall
not (i) violate the Bank's charter or by-laws; (ii) violate any provision of, or
constitute, with or without notice or lapse of time, a default under, or result
in the creation or imposition of any Lien on any properties included in the
Trust Property pursuant to the provisions of, any indenture, mortgage, credit
agreement, license or other agreement or instrument to which the Property
Trustee or the Bank is a party or by which it is bound; or (iii) violate any
State of Delaware or United States federal law, governmental rule or regulation
as the case may be, governing the banking or trust powers of the Bank or the
Property Trustee (as appropriate in context) or any order, judgment or decree
applicable to the Property Trustee or the Bank;

     (e) neither the authorization, execution or delivery by the Property
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Property Trustee contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any State of Delaware
or United States federal law governing the banking or trust powers of the Bank
or the Property Trustee, as the case may be;

     (f) there are no proceedings pending or, to the best of the Property
Trustee's knowledge, threatened against or affecting the Bank or the Property
Trustee in any court or before any governmental authority, agency or arbitration
board or tribunal which, individually or in the aggregate, would materially and
adversely affect the Trust or would question the right, power and authority of
the Property Trustee to enter into or perform its obligations as one of the
Trustees under this Trust Agreement; and

     (g) the Property Trustee is a Person eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000.

     Section 7.2. Representations and Warranties of the Delaware Bank and the
                  -----------------------------------------------------------
Delaware Trustee. The Delaware Bank and the Delaware Trustee, each severally on
----------------
behalf of and as to itself only, as of the date hereof, and each successor
Delaware Trustee at the time of the successor Delaware Trustee's acceptance of
appointment as Delaware Trustee hereunder (the term "Delaware Bank" being used
to refer to such successor Delaware Trustee in its separate corporate capacity),
hereby represents and warrants (as applicable) for the benefit of the Depositor
and the Securityholders that:

     (a) the Delaware Bank is a banking corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;

     (b) the Delaware Bank has full corporate power, authority and legal right
to execute, deliver and perform its obligations under this Trust Agreement and
has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

                                       31
<PAGE>

     (c) this Trust Agreement has been duly authorized, executed and delivered
by the Delaware Trustee and constitutes the valid and legally binding agreement
of the Delaware Trustee, enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity;

     (d) the execution, delivery and performance by the Delaware Trustee of this
Trust Agreement has been duly authorized by all necessary corporate or other
action on the part of the Delaware Trustee and does not require any approval of
the stockholders of the Delaware Bank, and such execution, delivery and
performance shall not (i) violate the Delaware Bank's charter or by-laws; (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Delaware Bank or the Delaware Trustee is a party or by which it is
bound; or (iii) violate any State of Delaware or United States federal law,
governmental rule or regulation, as the case may be, governing the banking or
trust powers of the Delaware Bank or the Delaware Trustee (as appropriate in
context) or any order, judgment or decree applicable to the Delaware Bank or the
Delaware Trustee;

     (e) neither the authorization, execution or delivery by the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Delaware Trustee contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any State of Delaware
or United States federal law governing the banking or trust powers of the
Delaware Bank or the Delaware Trustee, as the case may be; and

     (f) there are no proceedings pending or, to the best of the Delaware
Trustee's knowledge, threatened against or affecting the Delaware Bank or the
Delaware Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Delaware Trustee to enter into or perform its obligations as
one of the Trustees under this Trust Agreement.

     Section 7.3. Representations and Warranties of the Depositor. The Depositor
                  -----------------------------------------------
hereby represents and warrants for the benefit of the Trustees and the
Securityholders that:

     (a) the Trust Securities Certificates issued on the Closing Date or the
Option Closing Date, if applicable, on behalf of the Trust have been duly
authorized and, shall have been duly and validly executed, issued and delivered
by the Administrative Trustees pursuant to the terms and provisions of, and in
accordance with the requirements of, this Trust Agreement, and the
Securityholders shall be, as of such date, entitled to the benefits of this
Trust Agreement;

     (b) there are no taxes, fees or other governmental charges payable by the
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Bank, the Property Trustee or the Delaware
Trustee, as the case may be, of this Trust Agreement;

                                       32
<PAGE>

     (c)  the Depositor is a corporation duly organized, validly existing and in
good standing under the laws of the State of Georgia;

     (d)  the Depositor has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Trust Agreement;

     (e)  this Trust Agreement has been duly authorized, executed and delivered
by the Depositor and constitutes the valid and legally binding agreement of the
Depositor, enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general principles of equity;

                                 ARTICLE VIII.
                                   TRUSTEES

     Section 8.1. Certain Duties and Responsibilities.
                  -----------------------------------

     (a)  The duties and responsibilities of the Trustees shall be as provided
by this Trust Agreement and, in the case of the Property Trustee, by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require any Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. No Administrative
Trustee nor the Delaware Trustee shall be liable for its act or omissions
hereunder except as a result of its own gross negligence or willful misconduct.
The Property Trustee's liability shall be determined under the Trust Indenture
Act. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
8.1. To the extent that, at law or in equity, the Delaware Trustee or an
Administrative Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, such Trustee shall not
be liable to the Trust or to any Securityholder for such Trustee's good faith
reliance on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the
Delaware Trustee or the Administrative Trustees otherwise existing at law or in
equity, are agreed by the Depositor and the Securityholders to replace such
other duties and liabilities of the Delaware Trustee and the Administrative
Trustees, as the case may be.

     (b)  All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it shall look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust

                                       33
<PAGE>

Security. This Section 8.1(b) does not limit the liability of the Trustees
expressly set forth elsewhere in this Trust Agreement or, in the case of the
Property Trustee, in the Trust Indenture Act.

     (c)  No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

          (i)    the Property Trustee shall not be liable for any error of
     judgment made in good faith by an authorized officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;

          (ii)   the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a majority in Liquidation
     Amount of the Trust Securities relating to the time, method and place of
     conducting any proceeding for any remedy available to the Property Trustee,
     or exercising any trust or power conferred upon the Property Trustee under
     this Trust Agreement;

          (iii)  the Property Trustee's sole duty with respect to the custody,
     safe keeping and physical preservation of the Debentures and the Payment
     Account shall be to deal with such property in a similar manner as the
     Property Trustee deals with similar property for its own account, subject
     to the protections and limitations on liability afforded to the Property
     Trustee under this Trust Agreement and the Trust Indenture Act;

          (iv)   the Property Trustee shall not be liable for any interest on
     any money received by it except as it may otherwise agree in writing with
     the Depositor, and money held by the Property Trustee need not be
     segregated from other funds held by it except in relation to the Payment
     Account maintained by the Property Trustee pursuant to Section 3.1 and
     except to the extent otherwise required by law; and

          (v)    the Property Trustee shall not be responsible for monitoring
     the compliance by the Administrative Trustees or the Depositor with their
     respective duties under this Trust Agreement, nor shall the Property
     Trustee be liable for the negligence, default or misconduct of the
     Administrative Trustees or the Depositor.

     Section 8.2. Certain Notices.
                  ---------------

     (a)  Within five (5) Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless such Event of Default shall
have been cured or waived. For purposes of this Section 8.2, the term "Event of
Default" means any event that is, or after notice or lapse of time or both would
become, an Event of Default.

                                       34
<PAGE>

     (b)  The Administrative Trustees shall transmit to the Securityholders in
the manner and to the extent provided in Section 10.8 notice of the Depositor's
election to begin or further extend an Extension Period on the Debentures
(unless such election shall have been revoked), and of any election by the
Depositor to accelerate the Maturity Date of the Debentures within the time
specified for transmitting such notice to the holders of the Debentures pursuant
to the Indenture as originally executed.

     Section 8.3. Certain Rights of the Property Trustee. Subject to the
                  --------------------------------------
provisions of Section 8.1:

     (a)  the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

     (b)  if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action; or
(ii) in construing any of the provisions of this Trust Agreement, the Property
Trustee finds the same ambiguous or inconsistent with other provisions contained
herein; or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which
Holders of the Preferred Securities are entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee is authorized to take such action, or refrain
from taking such action, as the Property Trustee shall be instructed in writing
to take, or to refrain from taking, by the Depositor; provided, however, that if
the Property Trustee does not receive such instructions of the Depositor within
ten (10) Business Days after it has delivered such notice, or such reasonably
shorter period of time set forth in such notice (which to the extent practicable
shall not be less than two (2) Business Days), it may, but shall be under no
duty to, take or refrain from taking such action as it shall deem advisable and
in the best interests of the Securityholders, in which event the Property
Trustee shall have no liability except for its own bad faith, negligence or
willful misconduct;

     (c)  any direction or act of the Depositor or the Administrative Trustees
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officers' Certificate;

     (d)  whenever in the administration of this Trust Agreement, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and conclusively rely upon an Officers' Certificate which,
upon receipt of such request, shall be promptly delivered by the Depositor or
the Administrative Trustees;

     (e)  the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement under the Uniform

                                       35
<PAGE>

Commercial Code of the State of Delaware or any other jurisdiction or, except as
otherwise specifically provided in Section 4.5, any filing under tax or
securities laws) or any re-recording, refiling or reregistration thereof;

     (f)  the Property Trustee may consult with counsel of its choice (which
counsel may be counsel to the Depositor or any of its Affiliates) and the advice
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon and in accordance with such advice, and such counsel may
be counsel to the Depositor or any of its Affiliates, and may include any of its
employees; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

     (g)  the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request, order
or direction of any of the Securityholders, pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee security
or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities that might be incurred by it in compliance with such request, order
or direction; provided, however, that nothing contained herein shall relieve the
Property Trustee of the obligation, upon the occurrence of an Event of Default
(that has not been cured or waived) actually known to a Responsible Officer of
the Property Trustee, to exercise such of the rights and powers vested in it by
this Trust Agreement, and to use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

     (h)  the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by the Holders of not less than a majority
in Liquidation Amount of the Outstanding Preferred Securities, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

     (i)  the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys, provided that the Property Trustee shall be responsible for its own
negligence or recklessness with respect to selection of any agent or attorney
appointed by it hereunder;

     (j)  whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders of the Trust Securities,
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action; (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received; and (iii) shall
be protected in acting in accordance with such instructions;

                                       36
<PAGE>

     (k)  except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement;

     (l)  no provision of this Trust Agreement shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law to perform
any such act or acts, or to exercise any such right, power, duty or obligation;
and

     (m)  no permissive power or authority available to the Property Trustee
shall be construed to be a duty.

     Section 8.4. Not Responsible for Recitals or Issuance of Securities. The
                  ------------------------------------------------------
Recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Depositor of the proceeds of the Debentures.

     Section 8.5. May Hold Securities. Any Trustee or any other agent of any
                  -------------------
Trustee or the Trust, in its individual or any other capacity, may become the
owner or pledgee of the Trust Securities and, subject to Sections 8.8 and 8.13
and except as provided in the definition of the term "Outstanding" in Article I,
may otherwise deal with the Trust with the same rights it would have if it were
not a Trustee or such other agent.

     Section 8.6. Compensation; Indemnity; Fees. The Depositor agrees:
                  -----------------------------

     (a)  to pay to the Trustees from time to time reasonable compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust, in the case of the Property Trustee as set forth in a written agreement
between the Depositor and the Property Trustee);

     (b)  except as otherwise expressly provided herein, to reimburse any
Trustee upon request for all reasonable expenses, disbursements and advances
incurred or made by such Trustee in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except to the extent any such expense,
disbursement or advance is attributable to such Trustee's negligence, bad faith
or willful misconduct (or, in the case of the Administrative Trustees or the
Delaware Trustee, to the extent any such expense, disbursement or advance is
attributable to its, his or her gross negligence, bad faith or willful
misconduct);

     (c)  to the fullest extent permitted by applicable law, to indemnify each
of the Trustees, any predecessor Trustee, the Bank and the Delaware Bank (each a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any loss, damage, claims, liability, penalty or expense
incurred by such Fiduciary Indemnified Person and arising out of or in
connection with the acceptance or administration of this Trust Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the

                                       37
<PAGE>

exercise or performance of any of its powers or duties hereunder, except to the
extent such amount is attributable to such Fiduciary Indemnified Person's own
negligence (in the case of the Property Trustee), gross negligence (in the case
of the Administrative Trustees or the Delaware Trustee), or bad faith or willful
misconduct; and

     (d)  to advance expenses (including legal fees) incurred by a Fiduciary
Indemnified Person in defending any claim, demand, action, suit or proceeding,
from time to time, prior to the final disposition of such claim, demand, action,
suit or proceeding, upon receipt by the Depositor of an undertaking by or on
behalf of such Fiduciary Indemnified Person to repay such amount if it shall be
determined that such Fiduciary Indemnified Person is not entitled to be
indemnified as authorized in this subsection.

     No Trustee may claim any Lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

     The provisions of this Section 8.6 shall survive the termination of the
Trust and this Trust Agreement and shall survive the resignation or remand of
any and all Trustees.

     Section 8.7. Corporate Property Trustee Required; Eligibility of Trustees.
                  ------------------------------------------------------------

     (a)  There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 8.7,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section 8.7, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII. The Property Trustee and the
Delaware Trustee may, but need not be, the same Person.

     (b)  There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least twenty-one (21) years of age or
a legal entity that shall act through one or more Persons authorized to bind
that entity.

     (c)  There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least twenty-one (21) years of age and a resident of the State of
Delaware; or (ii) a legal entity with its principal place of business in the
State of Delaware and that otherwise meets the requirements of applicable
Delaware law that shall act through one or more Persons authorized to bind such
entity.

     Section 8.8. Conflicting Interests. If the Property Trustee has or shall
                  ---------------------
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall

                                       38
<PAGE>

either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Trust Agreement.

     Section 8.9. Co-Trustees and Separate Trustee.
                  --------------------------------

     (a)  Unless a Debenture Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor shall have power
to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section 8.9. If the Depositor does not
join in such appointment within fifteen (15) days after the receipt by it of a
request so to do, or in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section 8.9 shall either be (i) a natural Person who is at least twenty-one (21)
years of age and a resident of the United States; or (ii) a legal entity with
its principal place of business in the United States that shall act through one
or more Persons authorized to bind such entity.

     (b)  Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Depositor.

     (c)  Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

          (i)   The Trust Securities shall be executed and delivered and all
     rights, powers, duties and obligations hereunder in respect of the custody
     of securities, cash and other personal property held by, or required to be
     deposited or pledged with, the Trustees specified hereunder, shall be
     exercised solely by such Trustees and not by such co-trustee or separate
     trustee.

          (ii)  The rights, powers, duties and obligations hereby conferred or
     imposed upon the Property Trustee in respect of any property covered by
     such appointment shall be conferred or imposed upon and exercised or
     performed by the Property Trustee or by the Property Trustee and such co-
     trustee or separate trustee jointly, as shall be provided in the instrument
     appointing such co-trustee or separate trustee, except to the extent that
     under any law of any jurisdiction in which any particular act is to be
     performed, the Property Trustee shall be incompetent or unqualified to
     perform such act, in which event

                                       39
<PAGE>

     such rights, powers, duties and obligations shall be exercised and
     performed by such co-trustee or separate trustee.

          (iii) The Property Trustee at any time, by an instrument in writing
     executed by it, with the written concurrence of the Depositor, may accept
     the resignation of or remove any co-trustee or separate trustee appointed
     under this Section 8.9, and, in case a Debenture Event of Default has
     occurred and is continuing, the Property Trustee shall have the power to
     accept the resignation of, or remove, any such co-trustee or separate
     trustee without the concurrence of the Depositor. Upon the written request
     of the Property Trustee, the Depositor shall join with the Property Trustee
     in the execution, delivery and performance of all instruments and
     agreements necessary or proper to effectuate such resignation or removal. A
     successor to any co-trustee or separate trustee so resigned or removed may
     be appointed in the manner provided in this Section 8.9.

          (iv)  No co-trustee or separate trustee hereunder shall be personally
     liable by reason of any act or omission of the Property Trustee or any
     other trustee hereunder.

          (v)   The Property Trustee shall not be liable by reason of any act of
     a co-trustee or separate trustee.

          (vi)  Any Act of the Holders delivered to the Property Trustee shall
     be deemed to have been delivered to each such co-trustee and separate
     trustee.

     Section 8.10. Resignation and Removal; Appointment of Successor.
                   -------------------------------------------------

     (a)  No resignation or removal of any Trustee (the "Relevant Trustee") and
no appointment of a successor Trustee pursuant to this Article VIII shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

     (b)  Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time with respect to the Trust Securities by giving written
notice thereof to the Securityholders. If the instrument of acceptance by the
successor Trustee required by Section 8.11 shall not have been delivered to the
Relevant Trustee within thirty (30) days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction for the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

     (c)  Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by an Act of the Holder of
the Common Securities. If a Debenture Event of Default shall have occurred and
be continuing, the Property Trustee or the Delaware Trustee, or both of them,
may be removed at such time by an Act of the Holders of not less than a majority
in Liquidation Amount of the Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Holder of the Common Securities at
any time.

                                       40
<PAGE>

     (d)  If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Holder of the Common Securities, by an Act of such Holder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 8.11. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Holders of the Preferred Securities, by an Act
of the Securityholders of not less than a majority in Liquidation Amount of the
Preferred Securities then Outstanding delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Relevant Trustee or Trustees with
respect to the Trust Securities and the Trust, and such successor Trustee shall
comply with the applicable requirements of Section 8.11. If an Administrative
Trustee shall resign, be removed or become incapable of acting as an
Administrative Trustee, at a time when a Debenture Event of Default shall have
occurred and be continuing, the Holder of the Common Securities, by an Act of
such Holder delivered to an Administrative Trustee, shall promptly appoint a
successor Administrative Trustee or Administrative Trustees with respect to the
Trust Securities and the Trust, and such successor Administrative Trustee or
Administrative Trustees shall comply with the applicable requirements of Section
8.11. If no successor Relevant Trustee with respect to the Trust Securities
shall have been so appointed by the Holder of the Common Securities or the
Holders of the Preferred Securities and accepted appointment in the manner
required by Section 8.11, any Securityholder who has been a Securityholder of
Trust Securities for six (6) consecutive months on behalf of himself or herself
and all others similarly situated may petition a court of competent jurisdiction
for the appointment of a successor Relevant Trustee with respect to the Trust
Securities.

     (e)  The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all the
Securityholders in the manner provided in Section 10.8 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

     (f)  Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them; or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees set forth in Section 8.7).

     Section 8.11. Acceptance of Appointment by Successor.
                   --------------------------------------

     (a)  In case of the appointment hereunder of a successor Relevant Trustee
with respect to the Trust Securities and the Trust, the retiring Relevant
Trustee and each successor Relevant Trustee with respect to the Trust Securities
shall execute and deliver an instrument hereto wherein each successor Relevant
Trustee shall accept such appointment and which shall contain

                                       41
<PAGE>

such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Relevant Trustee all the rights, powers, trusts
and duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust, and upon the execution and delivery of such instrument, the
resignation or removal of the retiring Relevant Trustee shall become effective
to the extent provided therein, and each such successor Relevant Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Relevant Trustee with respect
to the Trust Securities and the Trust; provided, however, that on request of the
Trust or any successor Relevant Trustee, such retiring Relevant Trustee shall
duly assign, transfer and deliver to such successor Relevant Trustee all the
Trust Property, all proceeds thereof and all money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

     (b)  Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the immediately preceding paragraph, as the case may be.

     (c)  No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article VIII.

     Section 8.12. Merger, Conversion, Consolidation or Succession to Business.
                   -----------------------------------------------------------
Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of such
Relevant Trustee, shall be the successor of such Relevant Trustee hereunder,
provided such Person shall be otherwise qualified and eligible under this
Article VIII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

     Section 8.13. Preferential Collection of Claims Against the Depositor or
                   ----------------------------------------------------------
the Trust. If and when the Property Trustee or the Delaware Trustee shall be or
---------
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or the Trust (or any
such other obligor).

     Section 8.14. Reports by the Property Trustee.
                   -------------------------------

     (a)  The Property Trustee shall transmit to the Securityholders such
reports concerning the Property Trustee, its actions under this Trust Agreement
and the property and funds in its possession in its capacity as the Property
Trustee as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant thereto.

     (b)  A copy of each such report shall, at the time of such transmission to
the Holders, be filed by the Property Trustee with the American Stock Exchange,
Inc., and each national

                                       42
<PAGE>

securities exchange or other organization upon which the Trust Securities are
listed, and also with the Commission and the Depositor.

     Section 8.15. Reports to the Property Trustee. The Depositor and the
                   -------------------------------
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

     Section 8.16. Evidence of Compliance with Conditions Precedent. Each of the
                   ------------------------------------------------
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.

     Section 8.17. Number of Trustees.
                   ------------------

     (a)  The number of Trustees shall be five, provided that the Holder of all
of the Common Securities by written instrument may increase or decrease the
number of the Administrative Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

     (b)  If a Trustee ceases to hold office for any reason and the number of
the Administrative Trustees is not reduced pursuant to Section 8.17(a), or if
the number of the Trustees is increased pursuant to Section 8.17(a), a vacancy
shall occur. The vacancy shall be filled with a Trustee appointed in accordance
with Section 8.10.

     (c)  The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to annul the
Trust. Whenever a vacancy in the number of the Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 8.10, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Agreement), shall have all the powers, authority and authorization granted to
the Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

     Section 8.18. Delegation of Power.
                   -------------------

     (a)  Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of twenty-one
(21) his or her power for the purpose of executing any documents contemplated in
Section 2.7(a); and

     (b)  The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such instruments, either in the name of the Trust or the names
of the Administrative Trustees or otherwise, as the

                                       43
<PAGE>

Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.

     Section 8.19. Voting. Except as otherwise provided in this Trust Agreement,
                   ------
the consent or approval of the Administrative Trustees shall require consent or
approval by not less than a majority of the Administrative Trustees, unless
there are only two, in which case both must consent.

                                  ARTICLE IX.
                      TERMINATION, LIQUIDATION AND MERGER

     Section 9.1.  Termination upon Expiration Date. Unless earlier dissolved,
                   --------------------------------
the Trust shall automatically dissolve on September 30, 2031 (the "Expiration
Date") subject to distribution of the Trust Property in accordance with Section
9.4.

     Section 9.2.  Early Termination. The first to occur of any of the following
                   -----------------
events is an "Early Termination Event":

     (a)  the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor;

     (b)  delivery of written direction to the Property Trustee by the Depositor
at any time (which direction is wholly optional and within the discretion of the
Depositor, subject to Depositor having received prior approval of the Board of
Governors of the Federal Reserve System if so required under applicable
guidelines, policies or regulations thereof) to dissolve the Trust and
distribute the Debentures to the Securityholders in exchange for the Preferred
Securities in accordance with Section 9.4;

     (c)  the redemption of all of the Preferred Securities in connection with
the redemption of all of the Debentures (whether upon a Debenture Redemption
Date or the maturity of the Debentures); and

     (d)  the entry of an order for dissolution of the Trust shall have been
entered by a court of competent jurisdiction.

     Section 9.3.  Termination. The respective obligations and responsibilities
                   -----------
of the Trustees and the Trust created and continued hereby shall terminate upon
the latest to occur of the following: (a) the distribution by the Property
Trustee to the Securityholders upon the liquidation of the Trust pursuant to
Section 9.4, or upon the redemption of all of the Trust Securities pursuant to
Section 4.2, of all amounts required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders; and (d) the filing of a Certificate
of Cancellation by the Administrative Trustees under the Delaware Business Trust
Act.

                                       44
<PAGE>

     Section 9.4. Liquidation.
                  -----------

     (a)  If an Early Termination Event specified in clause (a), (b), or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not less than thirty (30)
nor more than sixty (60) days prior to the Liquidation Date to each Holder of
Trust Securities at such Holder's address appearing in the Securities Register.
All notices of liquidation shall:

          (i)   state the Liquidation Date;

          (ii)  state that from and after the Liquidation Date, the Trust
     Securities shall no longer be deemed to be Outstanding and any Trust
     Securities Certificates not surrendered for exchange shall be deemed to
     represent a Like Amount of Debentures; and

          (iii) provide such information with respect to the mechanics by which
     the Holders may exchange the Trust Securities Certificates for the
     Debentures, or, if Section 9.4(d) applies, receive a Liquidation
     Distribution, as the Administrative Trustees or the Property Trustee shall
     deem appropriate.

     (b)  Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to the
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than forty-five (45) days prior to the
Liquidation Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such procedures as it
shall deem appropriate to effect the distribution of Debentures in exchange for
the Outstanding Trust Securities Certificates.

     (c)  Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities shall no longer be deemed to be outstanding; (ii)
certificates representing a Like Amount of the Debentures shall be issued to the
Holders of Trust Securities Certificates upon surrender of such certificates to
the Administrative Trustees or their agent for exchange; (iii) the Depositor
shall use its reasonable efforts to have the Debentures included in the American
Stock Exchange, Inc. or on such other securities exchange or other organization
as the Preferred Securities are then listed or traded; (iv) any Trust Securities
Certificates not so surrendered for exchange shall be deemed to represent a Like
Amount of Debentures, accruing interest at the rate provided for in the
Debentures from the last Distribution Date on which a Distribution was made on
such Trust Securities Certificates until such certificates are so surrendered
(and until such certificates are so surrendered, no payments of interest or
principal shall be made to the Holders thereof with respect to such Debentures);
and (v) all rights of the Securityholders holding the Trust Securities shall
cease, except the right of such Securityholders to receive the Debentures upon
surrender of the Trust Securities Certificates.

                                       45
<PAGE>

     (d)  In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution of the Trust entered by
a court of competent jurisdiction or otherwise, distribution of the Debentures
in the manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up and terminated, by the Property Trustee in such manner as
the Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, the Securityholders shall be
entitled to receive out of the assets of the Trust available for distribution to
the Securityholders, after satisfaction of liabilities to creditors of the Trust
as provided by applicable law, an amount equal to the Liquidation Amount per
Trust Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts, subject to Section 4.7).
The Holder of the Common Securities shall be entitled to receive the Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata
(determined as aforesaid) with the Holders of the Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities.

     Section 9.5. Mergers, Consolidations, Amalgamations or Replacements of the
                  -------------------------------------------------------------
Trust. The Trust may not merge with or into, consolidate, amalgamate or be
-----
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any corporation or other Person, except
pursuant to this Section 9.5. At the request of the Depositor, with the consent
of the Administrative Trustees and without the consent of the Holders of the
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may merge with or into, consolidate, amalgamate or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to, a
trust organized as such under the laws of any State; provided, however, that (a)
such successor entity either (i) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities; or (ii) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities"), so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise; (b) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the holder of the Debentures; (c) the Successor Securities are listed
or traded, or any Successor Securities shall be listed or traded upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, if any; (d) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the Holders
of the Preferred Securities (including any Successor Securities) in any material
respect; (e) such successor entity has a purpose substantially identical to that
of the Trust; (f) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel to the effect that (i) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect; and
(ii) following such merger, consolidation,

                                       46
<PAGE>

amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
such successor entity shall be required to register as an "investment company"
under the Investment Company Act; and (g) the Depositor owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee, the Debentures, this Trust Agreement and the Expense
Agreement. For purposes of this Section 9.5, any such consolidation, merger,
sale, conveyance, transfer or other disposition as a result of which (a) the
Company is not the surviving Person, and (b) the same Person is not both (i) the
primary obligor in respect of the Debentures and (ii) the Guarantor under the
Preferred Securities Guarantee shall be deemed to constitute a replacement of
the Trust by a successor entity; and provided further, however, that,
notwithstanding the foregoing, in the event that upon the consummation of such a
consolidation, merger, sale, conveyance, transfer or other disposition, the
parent company (if any) of the Company, or its successor, is a bank holding
company or financial holding company or comparably regulated financial
institution, such parent company shall guarantee the obligations of the Trust
(and any successor thereto) under the Preferred Securities (including any
Successor Securities) at least to the extent provided by the Guarantee, the
Debentures, the Trust Agreement and the Expense Agreement. Notwithstanding the
foregoing, the Trust shall not, except with the consent of the Holders of 100%
in Liquidation Amount of the Preferred Securities, consolidate, amalgamate,
merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to, any other Person, or
permit any other Person to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.

                                  ARTICLE X.
                           MISCELLANEOUS PROVISIONS

     Section 10.01. Limitation of Rights of the Securityholders. The death or
                    -------------------------------------------
incapacity of any Person having an interest, beneficial or otherwise, in the
Trust Securities shall not operate to terminate this Trust Agreement, nor
entitle the legal representatives or heirs of such Person or any Securityholder
for such Person to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding-up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

     Section 10.2.  Amendment.
                    ---------

     (a)  This Trust Agreement may be amended from time to time by the Trustees
and the Depositor, without the consent of any Securityholders, (i) as provided
in Section 8.11 with respect to acceptance of appointment by a successor
Trustee; (ii) to cure any ambiguity, correct or supplement any provision herein
or therein which may be inconsistent with any other provision herein or therein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the other
provisions of this Trust Agreement; (iii) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust shall be classified for United States federal income tax
purposes as a grantor trust at all times that any of the Trust Securities are
outstanding or to ensure that the Trust shall not be required to register as an
"investment company" under the Investment Company Act; or (iv) to reduce or
increase the Liquidation

                                       47
<PAGE>

Amount per Trust Security and simultaneously to correspondingly increase or
decrease the number of Trust Securities issued and Outstanding solely for the
purpose of maintaining the eligibility of the Preferred Securities for quotation
or listing on any national securities exchange or other organization on which
the Preferred Securities are then included, quoted or listed (including, if
applicable, the American Stock Exchange, Inc.); provided, however, that in the
case of clause (ii), such action shall not adversely affect in any material
respect the interests of any Securityholder; and provided further, however, that
in the case of clause (iv) the aggregate Liquidation Amount of the Trust
Securities Outstanding upon completion of any such reduction must be the same as
the aggregate Liquidation Amount of the Trust Securities outstanding immediately
prior to such reduction or increase, and any amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders (or,
in the case of an amendment pursuant to clause (iv), as of the date specified in
the notice).

     (b)  Except as provided in Section 6.1(c) or Section 10.2(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor (i) with the consent of the Holders of not less than a majority in
Liquidation Amount of the Trust Securities then Outstanding; and (ii) upon
receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment shall not affect the Trust's status as a grantor trust for
United States federal income tax purposes or the Trust's exemption from the
status of an "investment company" under the Investment Company Act.

     (c)  In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date; or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date.  In addition, and
notwithstanding any other provision herein, without the unanimous consent of the
Securityholders (such consent being obtained in accordance with Section 6.3 or
6.6 hereof), this Section 10.2(c) may not be amended.

     (d)  Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
the status of an "investment company" under the Investment Company Act or to
fail or cease to be classified as a grantor trust for United States federal
income tax purposes.

     (e)  Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor, this Trust Agreement may not be amended in
a manner which imposes any additional obligation on the Depositor.

     (f)  In the event that any amendment to this Trust Agreement is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.

                                       48
<PAGE>

     (g)  Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement, and no such
amendment shall be binding on them without their prior written consent thereto.
The Property Trustee shall be entitled to receive an Opinion of Counsel and an
Officers' Certificate stating that any amendment to this Trust Agreement is
permitted and authorized under, or has been effected in compliance with, this
Trust Agreement.

     Section 10.3. Separability. In case any provision in this Trust Agreement
                   ------------
or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     Section 10.4. Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND
                   -------------
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO ITS CONFLICT OF LAWS PRINCIPLES).

     Section 10.5. Payments Due on Non-Business Day. If the date fixed for any
                   --------------------------------
payment on any Trust Security shall be a day that is not a Business Day, then
such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day, except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.

     Section 10.6. Successors. This Trust Agreement shall be binding upon and
                   ----------
shall inure to the benefit of any successor to the Depositor, the Trust or the
Relevant Trustee(s), including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article XII of the Indenture and pursuant to which the assignee
agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder.

     Section 10.7. Headings. The Article and Section headings are for
                   --------
convenience only and shall not affect the construction of this Trust Agreement.

     Section 10.8. Reports, Notices and Demands. Any report, notice, demand or
                   ----------------------------
other communication which by any provision of this Trust Agreement is required
or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Holder of Preferred
Securities, to such Securityholder as such Securityholder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of Common
Securities or the Depositor, to ABC Bancorp, 24 2/nd/ Avenue, S.E., Moultrie,
Georgia 31768, Attention: Chairman and Chief Executive Officer, facsimile no.:
(229) 890-2235. Such notice, demand or other communication

                                       49
<PAGE>

to or upon a Securityholder shall be deemed to have been sufficiently given or
made, for all purposes, upon hand delivery, mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee, to Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration - ABC Bancorp Capital Trust I; (b)
with respect to the Delaware Trustee, to Wilmington Trust Company, at the
address above; and (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of ABC Bancorp Capital Trust I, c/o ABC Bancorp" Such
notice, demand or other communication to or upon the Trust or the Property
Trustee shall be deemed to have been sufficiently given or made only upon actual
receipt of the writing by the Trust or the Property Trustee.

     Section 10.9.  Agreement Not to Petition. Each of the Trustees and the
                    -------------------------
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law (including
the United States Bankruptcy Code of 1978, as amended) (collectively,
"Bankruptcy Laws") or otherwise join in the commencement of any proceeding
against the Trust under any Bankruptcy Law. In the event the Depositor or any of
the Trustees takes action in violation of this Section 10.9, the Property
Trustee agrees, for the benefit of the Securityholders, that at the expense of
the Depositor (which expense shall be paid prior to the filing), it shall file
an answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor or such Trustee against the Trust or the
commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.


     Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.
                    ------------------------------------------------------

     (a)  This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

     (b)  The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

     (c)  If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or

                                       50
<PAGE>

excluded, the latter provision shall be deemed to apply to this Trust Agreement
as so modified or to be excluded, as the case may be.

     (d)  The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

     Section 10.11. Acceptance of Terms of the Trust Agreement, the Guarantee
                    ---------------------------------------------------------
and the Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY
-----------------
INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER,
WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A
BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF
THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING,
BY ACCEPTANCE OF A PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO
HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL
ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE DEPOSITOR AND THE
PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN
THE DEBENTURES.

                            [Signatures Next Page]

                                       51
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Trust Agreement, or caused this Trust Agreement to be executed and delivered by
its duly authorized officer, all as of the date first above written.

                              ABC BANCORP,
                              as Depositor

                              By: ___________________________________________
                              Name: Kenneth J. Hunnicutt
                              Title: Chairman and Chief Executive Officer


                              WILMINGTON TRUST COMPANY,
                              as Property Trustee

                              By:____________________________________________
                              Name:
                              Title:


                              WILMINGTON TRUST COMPANY,
                              as Delaware Trustee

                              By:____________________________________________
                              Name:
                              Title:


                              _______________________________________________
                              KENNETH J. HUNNICUTT, as Administrative Trustee


                              _______________________________________________
                              MARK D. THOMAS, as Administrative Trustee


                              _______________________________________________
                              W. EDWIN LANE, JR., as Administrative Trustee

                                       52
<PAGE>

                                   EXHIBIT A

                             CERTIFICATE OF TRUST
                                      OF
                          ABC BANCORP CAPITAL TRUST I

     THIS CERTIFICATE OF TRUST OF ABC BANCORP CAPITAL TRUST I (the "Trust"), is
being duly executed and filed by the undersigned, as trustees, to form a
business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et
seq.) (the "Act").

     1.   NAME. The name of the business trust formed hereby is ABC Bancorp
Capital Trust I.

     2.   DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Trust Administration.

     3.   EFFECTIVE DATE. This Certificate of Trust shall be effective on the
date of filing.

     IN WITNESS WHEREOF, each of the undersigned, being a trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811 of the
Act.

                                        WILMINGTON TRUST COMPANY, as Trustee

                                        By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________


                                        ______________________________________
                                        Kenneth J. Hunnicutt, as Trustee


                                        ______________________________________
                                        Mark D. Thomas, as Trustee


                                        ______________________________________
                                        W. Edwin Lane, Jr., as Trustee
<PAGE>

                                   EXHIBIT B

                     THIS CERTIFICATE IS NOT TRANSFERABLE
                           EXCEPT IN COMPLIANCE WITH
                      SECTION 5.11 OF THE TRUST AGREEMENT

     CERTIFICATE NUMBER _________ NUMBER OF COMMON SECURITIES __________.
                   CERTIFICATE EVIDENCING COMMON SECURITIES
                                      OF
                          ABC BANCORP CAPITAL TRUST I

                               COMMON SECURITIES
                  LIQUIDATION AMOUNT $10 PER COMMON SECURITY

     ABC BANCORP CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that ABC BANCORP
(the "Holder") is the registered owner of ____________________ (________) common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the Common Securities (liquidation amount $10
per Common Security) (the "Common Securities"). In accordance with Section 5.11
of the Trust Agreement (as defined below), the Common Securities are not
transferable and any attempted transfer hereof shall be void. The designations,
rights, privileges, restrictions, preferences, and other terms and provisions of
the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of ______________ _____, 2001, as the same may be amended from
time to time (the "Trust Agreement"), including the designation of the terms of
the Common Securities as set forth therein. The Trust shall furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this __ day of ____________ 2001.

                                        ABC BANCORP CAPITAL TRUST I

                                        By: _____________________________
                                        Name: ___________________________
                                        Title:___________________________
<PAGE>

                                   EXHIBIT C

                   AGREEMENT AS TO EXPENSES AND LIABILITIES

     AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
___, 2001 between ABC BANCORP, a Georgia corporation (the "Company"), and ABC
BANCORP CAPITAL TRUST I, a Delaware business trust (the "Trust").

                                   RECITALS

     WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive ____% Subordinated Debentures (the "Debentures")
from, the Company and to issue and sell up to 3,450,000 ____% Cumulative Trust
Preferred Securities (the "Preferred Securities") with such powers, preferences
and special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Trust dated as of ______________, 2001, as the same may
be amended from time to time (the "Trust Agreement");

     WHEREAS, the Company shall directly or indirectly own all of the Common
Securities of the Trust and shall issue the Debentures;

     NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase the Company hereby agrees shall benefit the
Company and which purchase the Company acknowledges shall be made in reliance
upon the execution and delivery of this Agreement, the Company, including in its
capacity as holder of the Common Securities, and the Trust hereby agree as
follows:

                                   ARTICLE I

     Section 1.1.  Guarantee by the Company.

     Subject to the terms and conditions hereof, the Company, including in its
capacity as holder of the Common Securities, hereby irrevocably and
unconditionally guarantees to each person or entity to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment when
and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust other than obligations of the Trust to pay to the
holders of any Preferred Securities or other similar interests in the Trust the
amounts due such holders pursuant to the terms of the Preferred Securities or
such other similar interests, as the case may be. This Agreement is intended to
be for the benefit of, and to be enforceable by, all such Beneficiaries, whether
or not such Beneficiaries have received notice hereof.

     Section 1.2.  Term of Agreement.

     This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise); and (b) the
<PAGE>

date on which there are no Beneficiaries remaining; provided, however, that this
Agreement shall continue to be effective or shall be reinstated, as the case may
be, if at any time any holder of the Preferred Securities or any Beneficiary
must restore payment of any sums paid under the Preferred Securities, under any
obligation under the Preferred Securities Guarantee Agreement dated the date
hereof by the Company and Wilmington Trust Company, as guarantee trustee, or
under this Agreement for any reason whatsoever. This Agreement is continuing,
irrevocable, unconditional and absolute.

     Section 1.3.  Waiver of Notice.

     The Company hereby waives notice of acceptance of this Agreement and of any
obligation to which it applies or may apply, and the Company hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

     Section 1.4.  No Impairment.

     The obligations, covenants, agreements and duties of the Company under this
Agreement shall in no way be affected or impaired by reason of the happening
from time to time of any of the following:

     (a)  the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;

     (b)  any failure, omission, delay or lack of diligence on the part of the
Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

     (c)  the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust.

     There shall be no obligation of the Beneficiaries to give notice to, or to
obtain the consent of, the Company with respect to the happening of any of the
foregoing.

     Section 1.5.  Enforcement.

     Each of the  Beneficiaries may enforce this Agreement directly against the
Company, and the Company waives any right or remedy to require that any action
be brought against the Trust or any other person or entity before proceeding
against the Company.
<PAGE>

                                  ARTICLE II

     Section 2.1.  Binding Effect.

     All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the Company and
shall inure to the benefit of the Beneficiaries.

     Section 2.2.  Amendment.

     So long as there remains any Beneficiary or any Preferred Securities of any
series are outstanding, this Agreement shall not be modified or amended in any
manner adverse to such Beneficiary or to the holders of the Preferred
Securities.

     Section 2.3.  Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same by facsimile
transmission (confirmed by mail), telex, or by registered or certified mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

     ABC Bancorp Capital Trust I, c/o ABC Bancorp, 24 2/nd/ Avenue, S.E.,
Moultrie, Georgia 31768, Facsimile No.: (229) 890-2235. Attention: Chairman and
Chief Executive Officer.

     ABC Bancorp, 24 2/nd/ Avenue, S.E., Moultrie, Georgia 31768, Facsimile No.:
(229) 890-2235. Attention: Chairman and Chief Executive Officer.

     Section 2.4.  Governing Law.

     This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Delaware (without regard to conflict of
laws principles).

        [The remainder of this page has been left blank intentionally]
<PAGE>

THIS AGREEMENT is executed as of the day and year first above written.

                                    ABC BANCORP

                                    By:_____________________________________
                                    Name: Kenneth J. Hunnicutt
                                    Title: Chairman and Chief Executive Officer

                                    ABC BANCORP CAPITAL TRUST I

                                    By:_____________________________________
                                    Name:
                                    Title: Administrative Trustee
<PAGE>

                                   EXHIBIT D

Certificate Number___________  Number of Preferred Securities _________ CUSIP
NO. ____________

Certificate Evidencing Preferred Securities
of
ABC Bancorp Capital Trust I

____% Cumulative Trust Preferred Securities

     ABC BANCORP CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of _____ preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the ____% Cumulative Trust Preferred
Securities (Liquidation Amount $10 per Preferred Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
Certificate duly endorsed and in proper form for transfer as provided in Section
5.5 of the Trust Agreement (as defined herein). The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Preferred Securities are set forth in, and this Certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of _______________ , 2001, as the same may be amended from time
to time (the "Trust Agreement"), including the designation of the terms of the
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Preferred Securities Guarantee Agreement entered into by ABC
Bancorp, a Georgia corporation, and Wilmington Trust Company, as guarantee
trustee, dated as of ____________ , 2001 (the "Guarantee"), to the extent
provided therein. The Trust shall furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

     Upon receipt of this Certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     Unless the Certificate of Authentication has been manually executed by the
Property Trustee or the Authentication Agent, this Certificate is not valid or
effective.

     Capitalized terms used but not defined in this Certificate shall have the
respective meanings provided for such terms in the Trust Agreement.
<PAGE>

     IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this Certificate as of this ________ day of ___________ 2001.

                                             ABC BANCORP CAPITAL TRUST I


                                             By:____________________________
                                             Kenneth J. Hunnicutt
                                             Administrative Trustee


                                             By:____________________________
                                             Mark D. Thomas
                                             Administrative Trustee


                                             By:____________________________
                                             W. Edwin Lane, Jr.
                                             Administrative Trustee


                                    LEGEND

                          FOR CERTIFICATES EVIDENCING

                       GLOBAL PREFERRED SECURITIES ONLY:

Unless this certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the Trust or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is required by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
<PAGE>

                       [FORM OF REVERSE OF CERTIFICATE]

     The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to ABC Bancorp Capital Trust I,
c/o ABC Bancorp, 24 2/nd/ Avenue, S.E., Moultrie, Georgia 31768 or to the
Securities Registrar named in the Trust Agreement.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT -......Custodian....... (Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
Act............ (State)
JT TEN    as joint tenants with right
UNIF TRF MIN ACT  -......Custodian of survivorship and not as (until
age)............tenants in common .........under Uniform (Minor)
Transfers to Minors Act ................... (State)
TOD  - transfer on death direction
in event owner's death, to person named on face and subject to TOD rules
referenced Additional abbreviations may also be used though not in the above
list.

FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:
______________________________________________________________________________
(Please insert Social Security or other identifying number of assignee)

____________________________________
____________________________________
____________________________________
____________________________________

(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Preferred Securities represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint _______________________ attorney to transfer
the said Preferred Securities on the books of the within-named Trust with full
power of substitution in the premises.

Dated:___________________

Signature: _____________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
<PAGE>

SIGNATURE(S) GUARANTEED:

______________________________________________________________________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
<PAGE>

                                   EXHIBIT E

                     FORM OF CERTIFICATE OF AUTHENTICATION

                         CERTIFICATE OF AUTHENTICATION

     This is one of the ____% Cumulative Trust Preferred Securities referred to
in the within-mentioned Amended and Restated Trust Agreement.

Dated:

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Property Trustee

By: _____________________________
    Authorized Signatory