ABC BANCORP, PRE 14A, 1997-03-24

ABC BANCORP
PRE 14A, 1997-03-24
STATE COMMERCIAL BANKS

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

ABC BANCORP
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

ABC BANCORP
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No Filing Fee Required.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

--------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

<PAGE>

NOTICE OF

ANNUAL MEETING

AND

PROXY STATEMENT

----------------

ABC BANCORP

----------------

ANNUAL MEETING OF SHAREHOLDERS

APRIL 15, 1997
<PAGE>

ABC BANCORP
310 FIRST STREET, S.E.
MOULTRIE, GEORGIA 31768

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 15, 1997

To the Shareholders of ABC Bancorp:

Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of ABC Bancorp (the "Company") will be held at Sunset Country Club,
Thomasville Highway, Moultrie, Georgia 31768, on Tuesday, April 15, 1997,
commencing at 4:15 p.m., local time, for the following purposes:

(1) To elect four directors for a one-year term of office, four directors
for a two-year term of office and four directors for a three-year term
of office and in the alternative, if PROPOSAL (2), below, is not
approved by the Company's shareholders, to elect twelve directors for
one-year terms of office;

(2) To consider and vote upon an amendment to the Company's Bylaws to
divide the Company's Board of Directors into three classes, to serve
staggered terms of office, a copy of which is included as Appendix A to
the accompanying Proxy Statement;

(3) To consider and vote upon a proposal to adopt the Company's 1997
Incentive Stock Option Plan for Kenneth J. Hunnicutt, the Company's
Chief Executive Officer, a copy of which is included as Appendix B to
the accompanying Proxy Statement;

(4) To consider and vote upon a proposal to adopt the Company's Omnibus
Stock Ownership and Long Term Incentive Plan for the Company's officers
and managerial employees, a copy of which is included as Appendix C to
the accompanying Proxy Statement;

(5) To ratify the appointment of Mauldin & Jenkins, Certified Public
Accountants and Consultants, LLC, as the Company's independent
accountants for the fiscal year ending December 31, 1996; and

(6) To transact any other business that may properly come before the Annual
Meeting or any adjournment or postponement thereof.

The close of business on March 14, 1997, has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at,
the Annual Meeting or any adjournment or postponement thereof. Only
shareholders of record at the close of business on the record date are
entitled to notice of, and to vote at, the Annual Meeting.

Shareholders may receive more than one proxy because of shares registered in
different names or addresses. Each such proxy should be marked, dated, signed
and returned. Please check to be certain of the manner in which your shares
are registered -- whether individually, as joint tenants, or in a
representative capacity -- and sign the related proxy accordingly.

A complete list of shareholders entitled to vote at the Annual Meeting will
be available for examination by any shareholder, for any purpose germane to
the Annual Meeting, during normal business hours, for a period of at least 10
days prior to the Annual Meeting at the Company's corporate offices located at
the address set forth above.
<PAGE>

ABC BANCORP
310 FIRST STREET, S.E.
MOULTRIE, GEORGIA 31768

---------------------

PROXY STATEMENT
---------------------

GENERAL INFORMATION

This Proxy Statement and the accompanying form of proxy (which were first
sent or given to shareholders on or about March , 1997) are furnished to
shareholders of ABC Bancorp (the "Company") in connection with the
solicitation by and on behalf of the Board of Directors of the Company of
proxies for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at Sunset Country Club, Thomasville Highway, Moultrie, Georgia, on
Tuesday, April 15, 1997, at 4:15 p.m., local time, and any adjournment or
postponement thereof.

A proxy may be revoked at any time before the shares represented by it are
voted at the Annual Meeting by delivering to the Secretary of the Company
either a written revocation or a duly executed proxy bearing a later date, or
by voting in person at the Annual Meeting. All shares represented by a
properly executed, unrevoked proxy will be voted on all matters presented at
the Annual Meeting on which the shares are entitled to vote, unless the
shareholder attends the Annual Meeting and votes in person. Proxies solicited
will be voted in accordance with the instructions given on the enclosed form
of proxy. UNLESS AUTHORITY IS WITHHELD IN THE MANNER INDICATED ON THE ENCLOSED
FORM OF PROXY, IT IS INTENDED THAT PROXIES IN THE ACCOMPANYING FORM WILL BE
VOTED FOR THE ELECTION AS A DIRECTOR OF EACH OF THE NOMINEES NAMED HEREIN.

Only shareholders of record at the close of business on March 14, 1997 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
On the Record Date, the Company had 5,396,561 shares of common stock (the
"Common Stock") outstanding and entitled to vote. All holders of Common Stock
are entitled to cast one vote per share held as of the Record Date.

The cost of preparing and mailing proxy materials will be borne by the
Company. In addition to solicitation by mail, solicitations may be made by
officers and other employees of the Company in person or by telephone,
telecopier or telegraph. Brokerage houses, custodians, nominees and
fiduciaries will be reimbursed for the expenses of sending proxy materials to
the beneficial owners of Common Stock held of record on behalf of such
persons.
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 14, 1997, by each person who is
known to the Board of Directors of the Company to own beneficially five
percent or more of the outstanding Common Stock.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES OF COMMON
BENEFICIAL OWNER STOCK BENEFICIALLY OWNED PERCENT OF CLASS (1)
- ------------------- -------------------------- -------------------
<S> <C> <C>
Eugene M. Vereen, Jr. 414,552(2) 7.7%
52 Cherokee Road
Moultrie, Georgia 31678
</TABLE>
- --------
(1) Based upon 5,396,561 shares of Common Stock outstanding, which does not
include options for 51,667 shares of Common Stock granted to Mr.
Hunnicutt.
(2) Includes 1,840 shares owned by M.I.A., Co., a corporation of which Mr.
Vereen is President; 3,200 shares owned by his wife; and 341,235 shares
owned by other members of Mr. Vereen's family, with whom Mr. Vereen shares
investment and voting power pursuant to an oral agreement.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock, as of the Record Date, by directors,
nominees for election as directors, executive officers named in the Summary
Compensation Table set forth under the caption "Executive Compensation and
Other Information," and by all directors and executive officers as a group.

NAME OF COMMON STOCK
BENEFICIAL BENEFICIALLY OWNED AS PERCENT
OWNER POSITION WITH THE COMPANY OF MARCH 14, 1997(1) OF CLASS
---------- ------------------------- --------------------- --------
<S> <C> <C> <C>
Johnny W. Floyd (2) Director 36,454 *

J. Raymond Fulp Director 25,043 *

Kenneth J. Hunnicutt (3) Chief Executive Officer, 113,446 2.1
President and Director

Daniel B. Jeter Director Nominee -- --

Willard Lasseter (4) Director 71,999 1.3

Bobby B. Lindsey (5) Director 52,806 *

Hal L. Lynch (6) Director 139,304 2.6

Eugene M. Vereen, Jr. (7) Director 414,552 7.7

Doyle Weltzbarker (8) Director 58,970 1.1

Sidney J. Wooten, III Chief Operating Officer, 1,000 *
Executive Vice President and Director

Henry C. Wortman (9) Director 25,679 *

John M. Mobley Director Nominee 5,306 *

All directors, nominees
for election as directors
and executive officers as
a group (17 persons,
including those listed
above) 947,683 17.6
</TABLE>
- --------
*Less than 1%.

2
<PAGE>

(1) Except as otherwise specified, each individual has sole and direct
beneficial ownership interest and voting rights with respect to all shares
of Common Stock indicated.
(2) Includes 5,887 shares owned by Mr. Floyd's wife and 17,826 shares owned by
his two children, with whom Mr. Floyd shares investment and voting power
pursuant to an oral agreement.
(3) Includes options to acquire 51,667 shares (See "EXECUTIVE COMPENSATION AND
OTHER INFORMATION"); 3,973 shares owned by a partnership in which Mr.
Hunnicutt is a partner; and 1,500 shares owned by a partnership of which
Mr. Hunnicutt's wife is a partner.
(4) Includes 2,666 shares owned by Mr. Lasseter's wife, with whom Mr. Lasseter
shares investment and voting power; and 29,333 shares owned by Lasseter
Tractor Company, a corporation of which Mr. Lasseter is President.
(5) Includes 9,982 shares owned by Mr. Lindsey's three children, with whom Mr.
Lindsey shares investment and voting power; 766 shares owned jointly by
Mr. Lindsey and his son; and 666 shares owned by Mr. Lindsey's wife, with
whom he shares investment and voting power. Also includes 8,033 shares
owned by Dixie Oil Co., 6,033 shares owned by Dixie Gas & Oil Co., 6,033
shares owned by Dixie Petroleum Co.; 8,033 shares owned by L & D Oil Co.,
Inc. and 7,900 shares owned by L.D. Advertising Co., with respect to all
of which Mr. Lindsey is President.
(6) Includes 129,998 shares owned by Mr. Lynch's family members, with whom Mr.
Lynch shares voting and investment power.
(7) Includes 1,840 shares owned by M.I.A., Co., a corporation of which Mr.
Vereen is President; 3,200 shares owned by his wife; and 341,235 shares
owned by his four children, with whom Mr. Vereen shares investment and
voting power pursuant to an oral agreement.
(8) Includes 16,284 shares held by the West-End Milling Company ESOP Trust of
which Mr. Weltzbarker serves as trustee and as to which Mr. Weltzbarker
disclaims beneficial ownership.
(9) Includes 2,694 shares owned by Mr. Wortman's wife, with whom Mr. Wortman
shares investment and voting power; and 6,357 shares held as co-trustee
with Mr. Wortman's wife for the benefit of their two children; and 1,000
shares owned jointly by Mr. Wortman and spouse.

3
<PAGE>

PROPOSAL I: ELECTION OF DIRECTORS

The Company's Bylaws provide that the Board of Directors shall consist of no
fewer than seven nor more than 15 directors. The Board of Directors currently
consists of 11 directors with terms of office expiring on the date of this
Annual Meeting. On February 18, 1997, the Board of Directors voted to amend
the Company's Bylaws, subject to shareholder approval of PROPOSAL II, below,
to divide the Board of Directors into three classes, as nearly equal in size
as possible. Each class will serve three years, with the terms of office of
the respective classes expiring in successive years. Initially the term of
office of directors in Class I will expire at the 1998 Annual Meeting, the
term of office of directors in Class II will expire at the 1999 Annual
Meeting, and the term of office of directors in Class III will expire at the
2000 Annual Meeting. The Board of Directors proposes that the nominees
identified below be elected to the class and for the term as set forth below
and until the election and qualification of their successors, as provided in
the Bylaws of the Company.

In the alternative and in the event that PROPOSAL II, below, is not approved
by the Company's shareholders, the Board of Directors proposes that all of the
nominees described below be elected to a one-year term and until the election
and qualification of their successors, as provided in the Bylaws of the
Company. The proxyholders intend to vote "FOR" the election of the individuals
named below. All of the nominees except Mr. Jeter and Mr. Mobley are currently
serving as directors of the Company. All nominees have consented to serve on
the Board of Directors if elected by the shareholders. If a nominee is unable
to serve as director, the proxy will be voted for a nominee named by the Board
of Directors in his stead by those persons named to vote the proxies. The
Board of Directors has no reason to believe that any nominee will be unable to
serve.

4
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
NAME, AGE AND TERM AS DIRECTOR CLASS AND OTHER DIRECTORSHIPS
------------------------------ ----- ----------------------------------------
<C> <C> <S>
Bobby B. Lindsey, 67 II Chairman of the Board of Tifton Bank
Director since 1994 since 1986. Mr. Lindsey serves as
President of Dixie Oil Company, Gasmarts,
Inc., Dixie Gas & Oil Company, Dixie
Petroleum Company, Dixie Oil Distributing
Company, Dixie Oil, Florida, L & L Oil
Company, Dixie Petroleum Company of
Alabama, Red Diamond Oil Company, Best
Petroleum Company, Dixie Refineries,
Inc., each of which is engaged in the
petroleum business, Lenox Enterprises,
Inc., an oil retail company and L.D.
Advertising Company, an advertising
agency, all since prior to 1978.
Willard Lasseter, 67 III Chairman of the Board of ABC Bancorp
Director since 1982 since April 19, 1995. Vice Chairman of
the Board of ABC Bancorp from 1992 to
1995. Chairman of the Board of American
Bank since 1990 and director of American
Bank since 1971, Mr. Lasseter also served
as Vice Chairman of the Board of American
Bank from 1984 to 1990. Mr. Lasseter also
serves as a director of Cairo Bank and
Thomas Bank. Since 1959, Mr. Lasseter has
owned and operated Lasseter Tractor
Company, a John Deere dealership.
Hal L. Lynch, 67 II President of Lynch Management Company,
Director since 1992 which manages automobile dealerships in
Florida and Georgia. Mr. Lynch has been
in the automobile business since 1953.
Doyle Weltzbarker, 62 III Vice Chairman of the Board of ABC Bancorp
Director since 1985 since 1995. Director of Quitman Bank
since 1975. From 1982 until 1987, Mr.
Weltzbarker served as Vice Chairman, and
currently serves as Chairman, of the
Board of Directors of Quitman Bank. Since
1985, Mr. Weltzbarker has served as a
director and President of West End
Milling Company, a feed manufacturing
business, and Brooksco Dairy, Inc. and
Dixie Hog Corporation, both of which are
livestock and farming businesses. Mr.
Weltzbarker also serves as a director of
Georgia-Florida Fertilizer Co. and on the
advisory board of Norfolk Southern
Corporation, which owns the Norfolk
Southern Railroad.
Henry C. Wortman, 59 II Vice Chairman and director of Quitman
Director since 1990 Bank since 1988. Mr. Wortman has been a
principal partner of Jackson & Wortman, a
dairy and general farming operation based
in Quitman, Georgia, since 1965.
Johnny W. Floyd, 58 I Mr. Floyd currently serves as the
Director since 1996 Chairman of the Board of Central Bank and
Trust, of which he has been a director
since 1996. Mr. Floyd is the President of
Floyd Timber Company, a forestry products
company, and the President of Cordele
Realty.
Sidney J. Wooten, III, 43 I Executive Vice President and Chief
Director since 1996 Operating Officer of ABC Bancorp from
August 1996 to present. From June 1991
until December 1995, Mr. Wooten served as
the President and Chief Executive Officer
of First National Bank of White County,
Georgia. From December 1995 until August
1996, Mr. Wooten served as Senior Vice
President of First National Bancorp.
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
NAME, AGE AND TERM AS DIRECTOR CLASS AND OTHER DIRECTORSHIPS
------------------------------ ----- ----------------------------------------
<C> <C> <S>
Daniel B. Jeter, 45 I Since 1979, Mr. Jeter has been the Vice-
Director Nominee President and a major shareholder of
Standard Discount Corporation, a consumer
finance company, and is an officer and
director of each of its several
affiliates.
John M. Mobley, 64 I Since 1982, Mr. Mobley has been engaged
Director Nominee in agricultural operations as the
President and a major shareholder of
Mobley Plant Company, Inc., Moultrie,
Georgia, and affiliated businesses.
</TABLE>

The election of a director requires the affirmative vote of a majority of
votes cast by the outstanding shares of Common Stock present or represented at
the Annual Meeting and entitled to vote. Unless otherwise specified, the proxy
holders designated in the proxy will vote the shares covered thereby at the
Annual Meeting "FOR" the election of all of the director nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
ALL OF THE DIRECTOR NOMINEES.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Company's Executive and Loan Committee is comprised of six directors, a
majority of whom are neither officers nor employees of the Company. The
Executive and Loan Committee is authorized to exercise all of the powers of
the Board of Directors, except the power to declare dividends, elect
directors, amend the bylaws, issue stock or recommend any action to
shareholders. The Executive and Loan Committee, among other things, considers
and makes recommendations to the Board of Directors regarding the size and
composition of the Board, recommends and nominates candidates to fill Board
vacancies that occur and recommends to the Board the director nominees for
whom the Board will solicit proxies. The current members of the Executive and
Loan Committee are Messrs. Vereen, Hunnicutt, Lasseter, Lindsey, Lynch and
Weltzbarker.

The members of the Company's Compensation Committee, established in 1992,
are Messrs. Vereen, Hunnicutt, Lasseter and Weltzbarker. The duties of the
Compensation Committee are generally to establish the salaries, bonuses,
management perquisites and other compensation of the officers of the Company
and each of the Company's nine subsidiary banks (the "Banks").

The Company also has an Audit Committee consisting of seven members. One of
the Audit Committee members is a director of the Company, and each of the
remaining six members is a Bank director. Mr. Lasseter currently represents
the Company on this committee. The other members of the Audit Committee are
Grady Williams (Chairman), Raymond Fulp, Henry Wortman, John Briggs, Lynn
Jones and Maurice Chastain. The Audit Committee meets as required to review
the audits performed by the office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, the Department of Banking and Finance
of the State of Georgia, the State Banking Department of the State of Alabama,
the Company's independent accountants and the internal auditors of the Company
and the Banks.

In 1996, the Board of Directors held 12 meetings. The Executive and Loan
Committee held 12 meetings, the Compensation Committee held one meeting and
the Audit Committee held one meeting. Each director attended at least 75% of
all meetings of the full Board of Directors and of those Committees on which
he served in 1996.

The Company does not have a standing nominating committee.

6
<PAGE>

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION

The following table sets forth information as to all cash and non-cash
compensation paid or accrued during each of the last three fiscal years to the
Company's Chief Executive Officer and to each of its other executive officers
whose total cash compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------- -------
OTHER ANNUAL RESTRICTED ALL OTHER
COMPENSA- STOCK OPTIONS/ LTIP ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS TION AWARD SARS PAYOUTS COMPENSATION
- --------------------------- ---- ----------- ---------- ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth J. Hunnicutt, 1996 $221,250(2) $ 83,944(3) -- -- -- -- $54,138(4)
Chief Executive 1995 $176,860(2) $ 42,771(3) -- -- -- -- $54,138(4)
Officer, 1994 $173,458(2) $ 15,334(3) -- -- -- -- $54,138(4)
President and
Director
Sidney J. Wooten, III 1996 $ 62,299(5) $ 17,863 -- -- -- -- --
Executive Vice
President, Chief
Operating Officer and
Director
</TABLE>
- --------
(1) Includes director's fees.

(2) Contributions to the investment account under the Deferred Compensation
Agreement, previously disclosed as "Salary," are now disclosed as "All
Other Annual Compensation." See footnote (4), below.

(3) Includes an annual incentive bonus pursuant to Mr. Hunnicutt's Executive
Employment Agreement. See "--Executive Employment Agreement--Mr.
Hunnicutt" and "Report of the Compensation Committee of the Board of
Directors on Executive Compensation."

(4) For each of 1994, 1995 and 1996, the Company made contributions for the
benefit of Mr. Hunnicutt to a Simplified Employee Pension Plan in the
amount of $22,500; to the investment account under the Deferred
Compensation Agreement in the amount of $15,300; and to the investment
account under the Salary Continuation Agreement in the amount of $16,338.
Amounts contributed under the Deferred Compensation Agreement have been
previously disclosed as "Salary." Amounts contributed under the Salary
Continuation Agreement were inadvertently omitted from the Company's Proxy
Statements prior to the Company's Proxy Statement for the 1996 Annual
Meeting of Shareholders.

(5) Mr. Wooten commenced employment with the Company as its Executive Vice
President and Chief Operating Officer as of August 26, 1996, pursuant to
an Executive Employment Agreement that provides for an annual base salary
of $175,000. See "--Executive Employment Agreement--Mr. Wooten."

7
<PAGE>

STOCK OPTION EXERCISES DURING 1996 AND STOCK OPTION YEAR-END VALUES

The following table sets forth information with respect to options exercised
by the named executive officer in the last fiscal year and the number and
value of unexercised options and SARs held as of the end of the last fiscal
year for the executive officer named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS/SARS AT
SHARES OPTIONS/SARS AT FY-END (#) FY-END ($) (2)
ACQUIRED ON VALUE ------------------------------ -------------------------
NAME EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------ ----------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth J. Hunnicutt.... 26,667 $255,000 -- 6,667(3) -- $67,500(3)
</TABLE>
- --------
(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on the date of
exercise multiplied by the number of shares to which the exercise relates.
(2) The fiscal-year end values are calculated based upon the last known sales
price for the Common Stock on December 31, 1996.
(3) This option was granted pursuant to the Company's 1992 Incentive Stock
Option Plan for Mr. Hunnicutt at an exercise price of $6.75 per share. The
option first becomes exercisable in 1997 and vests at a rate of 1,000
shares per year.

DEFERRED COMPENSATION AGREEMENT

The Company has entered into a Deferred Compensation Agreement with Mr.
Hunnicutt. Pursuant to the Deferred Compensation Agreement, which is fully
funded by insurance, the Company has agreed to pay Mr. Hunnicutt deferred
compensation in the event of his retirement, disability or death or
termination of his employment, in the amounts and for the periods set forth
below.

<TABLE>
<CAPTION>
EVENT AMOUNT NUMBER OF MONTHS
- ------------------------------ ---------------------------------------- ---------------------
<S> <C> <C>
Normal retirement $3,750/month 180
Early retirement Value of investment account (1) 120
Disability $3,750/month if during normal retirement 180
Value of investment account if prior
to retirement (1) 120
Death during normal retirement $5,000/month Balance of 180 months
Death during early retirement $5,000/month Balance of 120 months
Death prior to retirement $5,000/month 180
Termination of employment Value of investment account (1)(2) 120
</TABLE>
- --------
(1) The balance of the investment account as of the dates set forth below is
as follows:

<TABLE>
<CAPTION>
DATE BALANCE
------ ---------
<S> <C>
12/15/95.................... $244,000
12/15/96.................... $265,000
12/15/97.................... $286,000
12/15/98.................... $310,000
12/15/99.................... $336,000
12/15/2000.................. $360,000
</TABLE>

(2) Mr. Hunnicutt may elect: (i) not to receive the value of the investment
account upon termination of his employment; and (ii) to receive normal
retirement benefits of $3,750 per month for 180 months when he reaches
normal retirement age.

In the fiscal year ended December 31, 1996, $9,524 was accrued, but not
paid, to Mr. Hunnicutt pursuant to the Deferred Compensation Agreement.

8
<PAGE>

SALARY CONTINUATION AGREEMENT

The Company has entered into a Salary Continuation Agreement with Mr.
Hunnicutt. The Salary Continuation Agreement, which is fully funded by
insurance, provides that if Mr. Hunnicutt remains in the Company's employ
until he reaches age 68, he will be entitled to receive 15 annual payments of
$33,750 each in compensation for various consulting and advisory services to
be provided to the Company and/or its senior executives over a 15-year period.

EXECUTIVE EMPLOYMENT AGREEMENT--MR. HUNNICUTT

The Company entered into an employment agreement with Mr. Hunnicutt
effective as of September 20, 1994, amended as of September 30, 1996 (the
"Hunnicutt Employment Agreement"), pursuant to which Mr. Hunnicutt has agreed
to serve as the President and Chief Executive Officer of the Company for an
initial term of five years. The term is automatically extended for an
additional one year term on the anniversary of the effective date of the
Hunnicutt Employment Agreement unless either party gives written notice to the
other party not to so extend the term within 90 days prior to any such
anniversary, in which case no further extension will occur and the term will
end two years after the anniversary of the date of the notice not to extend.
Notwithstanding any notice by the Company not to extend, the term of the
Hunnicutt Employment Agreement will not expire prior to the expiration of 24
months after the occurrence of a Change of Control (as such term is defined in
the Hunnicutt Employment Agreement) of the Company. The Hunnicutt Employment
Agreement, which automatically terminates when Mr. Hunnicutt attains age 68,
provides that Mr. Hunnicutt will receive a base salary of $150,000.

In addition, the Hunnicutt Employment Agreement provides that Mr. Hunnicutt
is entitled to receive an annual bonus and to participate in all present and
future employee benefit, retirement and compensation plans of the Company
consistent with his salary and his position as the President and Chief
Executive Officer of the Company. The Hunnicutt Employment Agreement further
provides that, in the event of termination of Mr. Hunnicutt's employment with
the Company, the Company will pay to Mr. Hunnicutt (i) his base salary and
annual bonus through the date of termination if he is terminated by the
Company's Board of Directors for "cause" (as defined in the Hunnicutt
Employment Agreement) and (ii) his base salary and annual bonus through the
date of termination and, for three additional 12-month periods, his base
salary and a bonus in an amount determined pursuant to the terms of the
Hunnicutt Employment Agreement if he terminates his employment for "good
reason" (as defined in the Hunnicutt Employment Agreement).

If Mr. Hunnicutt elects to terminate his employment upon 90 days notice,
then the Company is obligated to pay him his annual salary and annual bonus
through the date of termination. In the event of Mr. Hunnicutt's death, the
Company is obligated to purchase, under certain circumstances, all outstanding
stock options previously granted to Mr. Hunnicutt, whether or not such options
are then exercisable, at a cash purchase price equal to the amount by which
the aggregate fair market value of such options exceed their exercise price.
Finally, the Hunnicutt Employment Agreement also included certain restrictive
covenants which limit Mr. Hunnicutt's ability to compete with the Company or
divulge certain confidential information concerning the Company.

EXECUTIVE EMPLOYMENT AGREEMENT--MR. WOOTEN

The Company entered into an employment agreement with Mr. Sidney J. Wooten
effective as of August 26, 1996 (the "Wooten Employment Agreement"), pursuant
to which Mr. Wooten has agreed to serve as the Executive Vice President and
Chief Operating Officer of the Company for an initial term of three years. The
term is automatically extended for an additional one year term on the
anniversary of the effective date of the Wooten Employment Agreement unless
either party gives written notice to the other party not to so extend the term
within 90 days prior to any such anniversary, in which case no further
extension will occur and the term will end two years after the anniversary of
the date of the notice not to extend. Notwithstanding any notice by the
Company not to extend, the term of the Wooten Employment Agreement will not
expire prior to the expiration of 24 months after the occurrence of a Change
of Control (as such term is defined in the Wooten Employment Agreement) of the
Company. The Wooten Employment Agreement, which automatically terminates when
Mr. Wooten attains age 65, provides that Mr. Wooten will receive a base salary
of $175,000.

9
<PAGE>

In addition, the Wooten Employment Agreement provides that Mr. Wooten is
entitled to receive an annual bonus and to participate in all present and
future employee benefit, retirement and compensation plans of the Company
consistent with his salary and his position as the Executive Vice President
and Chief Operating Officer of the Company. The Wooten Employment Agreement
further provides that, in the event of termination of Mr. Wooten's employment
with the Company, the Company will pay to Mr. Wooten (i) his base salary and
annual bonus through the date of termination if he is terminated by the
Company's Board of Directors for "cause" (as defined in the Wooten Employment
Agreement); (ii) his base salary and annual bonus through the date of
termination and, for two additional 12-month periods, his base salary and a
bonus in an amount determined pursuant to the terms of the Wooten Agreement if
his employment is terminated by him for "good reason" (as defined in the
Wooten Employment Agreement).

If Mr. Wooten elects to terminate his employment upon 90 days notice, then
the Company is obligated to pay him his annual salary and annual bonus through
the date of the term or any additional term during which the notice of
termination was given. In the event of Mr. Wooten's death, the Company is
obligated to purchase, under certain circumstances, all outstanding stock
options previously granted to Mr. Wooten, whether or not such options are then
exercisable, at a cash purchase price equal to the purchase price as provided
in such outstanding stock options. Finally, the Wooten Employment Agreement
also includes certain restrictive covenants which limit Mr. Wooten's ability
to compete with the Company or divulge certain confidential information
concerning the Company.

EXECUTIVE CONSULTING AGREEMENT

On September 20, 1994, the Company entered into an Executive Consulting
Agreement with Eugene M. Vereen, Jr., as amended on March 30, 1995 (the
"Executive Consulting Agreement"), pursuant to which Mr. Vereen has agreed to
provide certain consulting services to the Company following his retirement or
resignation as Chairman of the Board of Directors for a period of six years,
provided that the Executive Consulting Agreement automatically terminates upon
Mr. Vereen's 80th birthday. Mr. Vereen retired as Chairman of the Board on
April 19, 1995. The Executive Consulting Agreement provides that Mr. Vereen
will provide consulting services to the Company when requested by the
Company's Chief Executive Officer and that the Company will pay Mr. Vereen the
sum of $87,500 per year for his services thereunder. In addition, Mr. Vereen
is entitled to reimbursement for his reasonable expenses incurred in
connection with his duties under the Executive Consulting Agreement. Finally,
the Executive Consulting Agreement includes certain restrictive covenants
which limit Mr. Vereen's ability to compete with the Company or divulge
certain confidential information concerning the Company.

COMPENSATION OF DIRECTORS

All directors, with the exception of Mr. Vereen, receive a fee of $300 per
month. Board of Directors' meetings are held monthly. Members of the Executive
and Loan Committee (except Mr. Hunnicutt) receive a fee of $300 per month, and
members of the Audit Committee receive $200 per meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1996, Mr. Hunnicutt was the Company's President and Chief Executive
Officer in addition to serving on the Compensation Committee. Mr. Vereen, who
also served on the Compensation Committee, is a former Chief Executive Officer
of the Company. No other member of the Compensation Committee is or was an
officer or employee of the Company or any of its subsidiaries.

The Company and the Banks have had, and expect to have in the future,
banking transactions in the ordinary course of business with members of the
Compensation Committee, including corporations, partnerships and other
organizations in which such members have an interest. The Company's Board of
Directors believes that the terms of such loans (including interest rates,
collateral and repayment terms) are fair and equitable and are substantially
the same as terms prevailing at the time such loans were made for comparable
transactions with unrelated parties. Such transactions do not involve more
than the normal risk of collectibility or present other unfavorable features.

10
<PAGE>

REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Company's executive compensation programs are administered by the
Compensation Committee of the Board of Directors (the "Compensation
Committee"). During 1996, the Compensation Committee was composed of Messrs.
Vereen, Hunnicutt, Lasseter and Weltzbarker.

The Company's executive compensation is designed to attract and retain
highly qualified executives and to motivate them to maximize shareholder
returns. The base salary for executives is determined in relation to their
level of responsibility. Salary ranges are reviewed on an annual basis, taking
into consideration, among other things, the financial performance of the
Company, and are adjusted as necessary. Executives' salaries are reviewed on
an annual basis, and salary changes are based primarily upon individual
performance.

In reviewing the performance of Mr. Hunnicutt, the Company's President and
Chief Executive Officer, the Compensation Committee took into account Mr.
Hunnicutt's Employment Agreement, which establishes his base compensation from
year to year. The Company may consider and declare from time to time increases
in Mr. Hunnicutt's base compensation, and if operating results of the Company
are significantly less favorable in a given year, may decrease the base
compensation of executive officers generally, including Mr. Hunnicutt. In
determining Mr. Hunnicutt's compensation, the Compensation Committee
considered the effects of inflation, adjustments to the salaries of other
senior management personnel and Mr. Hunnicutt's past performance and the
contribution which he made to the business and profits of the Company during
fiscal year 1996. The Company's performance in 1996 reflected net income of
$6.7 million, an increase of 13% over net income for 1996 of $5.9 million.
Income per average share also significantly increased, as did the return on
average assets and the return on average equity. Total assets, net loans and
deposits also showed significant increases in 1996. Accordingly, the
Compensation Committee awarded Mr. Hunnicutt an annual incentive bonus of
$58,278 and increased Mr. Hunnicutt's base salary by 22% for 1997. Mr.
Hunnicutt did not participate in the deliberations of the Compensation
Committee concerning his compensation.

Submitted by the Compensation
Committee

Eugene M. Vereen, Jr.
Kenneth J. Hunnicutt
Willard Lasseter
Doyle Weltzbarker

11
<PAGE>

PERFORMANCE GRAPH

Set forth below is a line graph comparing the change in the cumulative total
shareholder return on the Common Stock against the cumulative return of the
NASDAQ Stock Market (US Companies) and the index of Nasdaq Bank Stocks for the
period commencing May 19, 1994 through December 31, 1996. In May 1994, the
Company sold 747,500 shares of Common Stock pursuant to a registered public
offering (the "Offering"). Prior to the Offering, quotations for the Common
Stock were not reported on any market, and there was no established public
trading market for the Common Stock. The graph shows the value at May 19,
1994, December 30, 1994, June 30, 1995, December 29, 1995, June 28, 1996 and
December 31, 1996 assuming an investment of $100 on May 19, 1994 and
reinvestment of dividends and other distributions to shareholders.

[GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
Legend

CRSP Total Returns Index for: 05/19/94 12/30/94 12/29/95 12/31/96
- ----------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
ABC BANCORP 100.0 94.4 153.7 186.3
Nasdaq Stock Market (US Companies) 100.0 104.3 147.5 181.4
Nasdaq Bank Stocks 100.0 95.1 141.7 187.3
SIC 6020-6029, 6710-6719 US & Foreign

Notes:
A. The lines represent monthly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 5/19/94.
</TABLE>

<PAGE>

PROPOSAL II: AMENDMENT TO THE COMPANY'S BYLAWS
TO CLASSIFY THE COMPANY'S BOARD OF DIRECTORS

On February 18, 1997, the Board of Directors adopted a resolution
unanimously approving and recommending to the Company's shareholders for their
approval an amendment to the Company's Bylaws that would divide the Board into
three classes with staggered terms. The text of the proposed amendment is
attached hereto as Appendix A.

The Board of Directors recommends that the Bylaws be amended to divide the
Board into three classes, as nearly equal in size as possible. After a start-
up period during which two classes will be elected for one-year and two-year
terms, the term of office of the directors of each class will expire at the
third annual meeting after their election. This proposal is intended to
provide continuity of management and policies and to encourage anyone seeking
control of the Company to negotiate with management to reach terms acceptable
to the Board. Adoption of this proposal will make it more difficult to change
the composition of the Board. The Bylaws currently require that the entire
Board is subject to election each year so it would take only one year for the
Board to be replaced. Following adoption of the proposal, at least two annual
meetings, or a special meeting called for the purpose of removing the
directors, would be required to effect a change in control of the Board of
Directors.

While the Board believes that the proposed amendment to the Bylaws should be
adopted for the reasons set forth above, the Board is aware that the proposed
amendment may tend to deter any unfriendly tender offers or other efforts to
gain control of the Company and thereby deprive shareholders of opportunities
to sell shares at higher than market prices. Dividing the Board into three
classes with staggered terms will make it more difficult for shareholders to
change a majority of current directors. These provisions are effective without
regard to whether a change in control has occurred or is occurring and
therefore may also have the effect of preventing shareholders from replacing
directors for reasons unrelated to the control of the Company. The Company is
not aware, however, of any effort to accumulate its securities or to gain
control of it at this time, and the proposal is not being adopted in order to
block any such effort.

If the shareholders approve the amendment to the Bylaws to classify the
Board of Directors, then the directors elected at the Annual Meeting shall
have the terms of office as described in PROPOSAL I, above.

Approval of the amendment to the Company's Bylaws requires the affirmative
vote of a majority of votes cast by the outstanding shares of Common Stock
present or represented at the Annual Meeting and entitled to vote. Unless
otherwise specified, the proxy holders designated in the proxy will vote the
shares covered thereby at the Annual Meeting "FOR" the approval of the
amendment.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE AMENDMENT TO THE BYLAWS TO CLASSIFY THE COMPANY'S BOARD OF DIRECTORS.

13
<PAGE>

PROPOSAL III: APPROVAL OF 1997 INCENTIVE STOCK OPTION PLAN
FOR KENNETH J. HUNNICUTT

On January 21, 1997, the Board of Directors of the Company adopted, subject
to the approval of the shareholders of the Company, the 1997 Incentive Stock
Option Plan for Kenneth J. Hunnicutt (the "Hunnicutt Plan"). The Company is
largely dependent upon the initiative, efforts and judgment of its President,
Kenneth J. Hunnicutt, for the successful operation of the business of the
Company and of its subsidiaries. The purpose of the Hunnicutt Plan is to
advance the interests of the Company and its subsidiaries by encouraging Mr.
Hunnicutt to acquire a proprietary interest in the Company and its future
growth and to continue his association with the Company and its subsidiaries.

Options granted under the Hunnicutt Plan are designated as "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

The full text of the Hunnicutt Plan is set forth at Appendix B to this Proxy
Statement, and the following summary is qualified in its entirety by reference
to Appendix B.

Number of Shares. The Company has granted to Kenneth J. Hunnicutt (the
"Optionee") the option to purchase a maximum of 45,000 shares of Common Stock
of the Company (the "Option").

Vested Interest. Upon the approval of the shareholders, the Optionee's
interest in the entire Option granted pursuant to the Hunnicutt Plan will be
fully vested. The Option becomes exercisable in stages generally over a period
of seven years from the date of grant, subject to acceleration in the event of
the termination of the Optionee's employment with the Company. (See
"Limitation on Amount," below.)

Adjustment. In the event there is any change in the Common Stock as a result
of a reorganization, merger, consolidation, recapitalization, stock split,
issuance of stock dividend or otherwise, the number and kind of shares
authorized by the Hunnicutt Plan, and the number, option price and kind of
shares covered by the Option will be automatically adjusted as required in
order to prevent an adverse effect upon the Optionee.

Administration. The Plan will be administered by a Committee appointed by
the Board of Directors (the "Hunnicutt Committee"), which at present consists
of Messrs. Eugene M. Vereen, Jr., Willard Lasseter and Doyle Weltzbarker. The
composition and number of members of the Hunnicutt Committee may be changed
from time to time by the Board at its discretion.

The terms and provisions of Option are set forth in an agreement (the
"Option Agreement") between the Company and Mr. Hunnicutt which specifies,
among other things, the exercise price of the Option, the duration of the
Option, the number of shares to which the Option relates and the percentage of
the Option that becomes exercisable on specified dates in the future.

Option Price. The purchase price of each share of Common Stock subject to
the Option granted pursuant to the Hunnicutt Plan is $17.00, which price
represents a value equal to the fair market value of each such share at the
time the Option was granted, as determined by a method consistent with
applicable provisions of the Code and Treasury Regulations promulgated
thereunder.

Termination of Option. To the extent that the Option granted pursuant to the
Hunnicutt Plan has not previously been exercised, the Option will terminate
and will no longer be exercisable after 11:59 p.m., Atlanta, Georgia time, on
the date that is ten years from the date the Option was granted (the
"Expiration Date").

Option Non-Assignable. During the Optionee's lifetime, the Option is
exercisable only by the Optionee or, if the Optionee is disabled, his duly
appointed guardian or legal representative, and the Option may not be assigned
by the Optionee other than by Will or by applicable laws of descent and
distribution.

Limitation on Amount. The aggregate fair market value (determined as of the
time the Option is granted) of the shares with respect to which the Option is
exercisable for the first time by the Optionee during any

14
<PAGE>

calendar year (under all plans of the Company) may not exceed the "$100,000
Per-Year Limitation" of Section 422(d) of the Code, provided that in the event
of the Optionee's termination of employment for any reason other than death,
the Option will become immediately exercisable in full except to the extent
that the deferral of exercisablity of the Option would avoid, or minimize the
effect of, noncompliance with such limitation, while allowing the Optionee to
exercise the Option within the three-month period of Section 422(a)(2) of the
Code or the one-year period of Section 422(c)(6) of the Code, as may be
applicable.

New Plan Benefits. The following table sets forth information with respect
to options granted pursuant to the Hunnicutt Plan.

1997 INCENTIVE STOCK OPTION PLAN

<TABLE>
<CAPTION>
DOLLAR NUMBER
VALUE OF
NAME AND POSITION ($)(1) UNITS
- ----------------- ------- ------
<S> <C> <C>
Kenneth J. Hunnicutt,............................................ $56,250 45,000
President and Chief Executive Officer
Executive Group.................................................. $56,250 45,000
Non-Executive Director Group..................................... N/A N/A
Non-Executive Officer Employee Group............................. N/A N/A
</TABLE>
- --------
(1) Dollar value is calculated based on the difference between the exercise
price of the Option and the closing market price of the Common Stock on
March 14, 1997 ($18.25) and the exercise price ($17.00) multiplied by the
total number of shares of Common Stock subject to the Option (45,000).

Federal Income Tax Consequences. As noted above, the options awarded under
the Hunnicutt Plan are intended to qualify as incentive stock options ("ISOs")
within the meaning of Section 422 of the Code.

The Company believes that the principal Federal income tax consequences
under the Hunnicutt Plan to the Optionee and to the Company pursuant to the
Code and the Treasury regulations and rulings thereunder, all as currently in
effect, should generally be as follows:

(i) The Optionee will not recognize taxable income, and the Company will not
be entitled to an income tax deduction, upon the grant of the Option.

(ii) Unless he is subject to the alternative minimum tax, the Optionee will
not recognize taxable income and the Company will not be entitled to an income
tax deduction upon the exercise by the Optionee of the Option, provided the
Optionee was an employee of the Company for the entire period from the date of
grant of the Option until three months before the date of exercise (increased
to twelve months if employment ceased due to total and permanent disability).
The employment requirement is waived in the event of termination of employment
by reason of the Optionee's death. If these employment requirements are not
met, the Option will be treated as a "non-qualified stock option" under the
Code.

(iii) If the Optionee disposes of the shares acquired under the Option after
at least two years following the date of grant of the Option and at least one
year following the date of transfer of the shares to the Optionee following
exercise of the Option, the Optionee will recognize a long-term capital gain
(or loss) equal to the difference between the amount realized upon the
disposition and the exercise price paid.

(iv) Except for certain transactions such as gifts and related party
transactions, if the Optionee disposes of the shares within two years after
the date of grant of the Option or within one year after the transfer of the
shares to the Optionee, but all other requirements of Section 422 of the Code
are met, the Optionee will recognize ordinary income upon disposition of the
shares in an amount equal to the lesser of (a) the fair market value of the
shares on the date of transfer to the Optionee minus the exercise price or (b)
the amount realized on disposition minus the exercise price. Any additional
gain will be treated as short or long-term capital gain, depending on how long
the Optionee held the shares. However, in the case of such a disqualifying
disposition

15
<PAGE>

by a person subject to Section 16(b) of the Securities Exchange Act of 1934
(the "1934 Act"), the determination of ordinary income under (a) above will
generally be based on the fair market value of the shares on the later of the
date of the transfer of the shares to the Optionee or the date which is six
months following the date of the grant of the option. In the case of
disqualifying dispositions resulting from, for example, a gift or related
party transaction, the amount of ordinary income realized by the Optionee will
be equal to the fair market value of the shares as of the date of transfer to
the Optionee minus the exercise price.

(v) Where all requirements of Section 422 of the Code are met, including the
holding and employment requirements specified in paragraph (ii) and (iii)
above, the Company will not be entitled to any Federal income tax deduction
with respect to the Option at any time. In those cases where any of such
requirements are not met, the Company generally will be allowed a Federal
income tax deduction to the extent of the ordinary income includable in the
Optionee's gross income in accordance with the provisions of Section 83 of the
Code (as such deduction may be limited by certain provisions of the Code,
including Sections 162(m), 263 or 263(A)).

(vi) The Company will not recognize any gain or loss upon the issuance of
shares under the Hunnicutt Plan.

(vii) To the extent that the grant of the Option violates the "$100,000 Per-
Year Limitation" described above, or fails to satisfy any other of the
requirements set forth in the Hunnicutt Plan, the Option will be treated as a
"non-qualified stock option" under the Code.

Other Considerations. The Hunnicutt Plan is not qualified under Section
401(a) of the Code and, based upon current law and published interpretations,
the Company believes the Hunnicutt Plan is not subject to the provisions of
the Employee Retirement Income Security Act of 1974.

The comments set forth in the above paragraphs are only a summary of certain
of the Federal income tax consequences relating to the Hunnicutt Plan based on
the Code as in effect at the date of grant of the Option. No consideration has
been given to the effects of state, local and other laws (tax or other) on the
Hunnicutt Plan or the Optionee.

Approval by Shareholders. Approval of the Hunnicutt Plan requires the
affirmative vote of a majority of votes cast by the outstanding shares of
Common Stock present or represented at the Annual Meeting and entitled to
vote. Unless otherwise specified, the proxy holders designated in the proxy
will vote the shares covered thereby at the Annual Meeting "FOR" the approval
of the Hunnicutt Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE 1997 INCENTIVE STOCK OPTION PLAN FOR KENNETH J. HUNNICUTT.

16
<PAGE>

PROPOSAL IV: APPROVAL OF OMNIBUS STOCK OWNERSHIP
AND LONG TERM INCENTIVE PLAN

On February 18, 1997, the Board of Directors of the Company adopted the ABC
Bancorp Omnibus Stock Ownership and Long Term Incentive Plan (the "Omnibus
Plan"), subject to approval by the shareholders of the Company. The Board of
Directors believes that the Omnibus Plan will motivate eligible employees to
contribute to the successful performance of the Company and its subsidiaries
and the growth of the market value of the Company's Common Stock; will promote
unity of purpose between such employees and shareholders by providing
ownership opportunities; and will promote the retention of such employees by
rewarding them with potentially tax-advantageous future compensation.

The full text of the Omnibus Plan is set forth at Appendix C to this Proxy
Statement, and the following summary is qualified in its entirety by reference
to Appendix C.

The key provisions of the Omnibus Plan are as follows:

General. The Omnibus Plan will be effective as of February 18, 1997 for a
ten year period. Awards granted under the Omnibus Plan may be in the form of
Qualified or Nonqualified Stock Options, Restricted Stock, Stock Appreciation
Rights ("SARs"), Long-Term Incentive Compensation Units consisting of a
combination of cash and Common Stock ("Units"), or any combination thereof
within the limitations set forth in the Omnibus Plan. The Omnibus Plan
provides that awards may be made for ten years, and the Omnibus Plan will
remain in effect thereafter until all matters relating to the payment of
awards and administration of the Omnibus Plan have been settled.

Administration. The Omnibus Plan, if approved by the shareholders, will be
administered by the Compensation Committee of the Board of Directors (the
"Omnibus Committee"). The Omnibus Committee is comprised at present of Messrs.
Eugene M. Vereen, Jr., Kenneth J. Hunnicutt, Willard Lasseter and Doyle
Weltzbarker. The Omnibus Committee has authority, subject to approval by the
Board of Directors, to administer and interpret the Omnibus Plan. The Omnibus
Committee, within the terms of the Omnibus Plan selects eligible employees to
participate in the Omnibus Plan, determines the type, amount and duration of
individual awards and may accelerate payments and vesting of Plan awards.

Shares Available. The Omnibus Plan provides that the aggregate number of
shares of the Company's Common Stock which may be subject to award may not
exceed 425,000, subject to adjustment in certain circumstances to prevent
dilution. The Company's Common Stock delivered under the Omnibus Plan will be
authorized and unissued shares. Shares underlying awards that are canceled,
expired, forfeited or terminated shall, in most circumstances, again be
available for the grant of additional awards within the limits provided by the
Omnibus Plan.

Eligibility. The Omnibus Plan provides for awards to eligible employees.
Because it is within the discretion of the Omnibus Committee to determine
which employees receive awards and the amount and type of award received, it
is not possible at the present time to determine the amount of awards or the
number of individuals to whom awards will be made under the Omnibus Plan. The
executive officers of the Company named in the table under the caption
"Executive Compensation" herein are among the officers who would be eligible
to receive awards under the Omnibus Plan.

Stock Options. Subject to the terms and provisions of the Omnibus Plan,
options to purchase the Common Stock of the Company ("Options") may be granted
to eligible employees at any time and from time to time as shall be determined
by the Omnibus Committee. Such options may be "incentive stock options," as
defined in Section 422 of the Code, or "non-qualified options" under the Code.
The Omnibus Committee will have discretion in determining the number of shares
of Common Stock to be covered by each Option granted to the recipient (the
"Optionee"). Each grant of Options will be evidenced by an Option Agreement
that will specify the exercise price, the duration of the Option, the number
of shares to which the Option pertains, the percentage of the Option that
becomes exercisable on specified dates in the future, and such other
provisions as the Omnibus Committee may determine.

17
<PAGE>

The initial exercise price for each Option granted under the Omnibus Plan
will be determined by the Committee in its discretion; provided, however, that
the exercise price of any Option intended to qualify as an incentive stock
option will not be less than (i) the Fair Market Value of the Common Stock (as
determined pursuant to the Plan) on the date of grant of the Option, in the
case of any Optionee who does not own stock possessing more than 10% of the
total combined voting power of all classes of the capital stock of the Company
(within the meaning of Section 422(b)(6) of the Code), or (ii) 110% of such
Fair Market Value in the case of any Optionee who owns stock in excess of such
amount.

All Options granted under the Omnibus Plan expire no later than ten years
from date of grant. Subject to the limitations set forth in the Omnibus Plan,
any Option may be exercised by payment to the Company of cash or, at the
discretion of the Omnibus Committee, by surrender of shares of the Company's
Common Stock owned by the employee (including, if the Committee so permits, a
portion of the shares as to which the Option is then being exercised), or a
combination of cash and such shares. Options will be evidenced by an Option
Agreement in a form approved by the Omnibus Committee, which may contain
additional limitations, terms and conditions, in addition to the restrictions
set forth in the Omnibus Plan, which the Omnibus Committee otherwise deems
desirable.

The Omnibus Plan places limitations on the exercise of Options that
constitute incentive stock options under certain circumstances upon or after
termination of employment, and also provides the Omnibus Committee with the
discretion to place similar limitations on the exercise of any non-qualified
options. Options are nontransferable except by will or in accordance with
applicable laws of descent and distribution. The granting of an Option does
not accord the recipient the rights of a shareholder, and such rights accrue
only after the exercise of an Option and the payment in full of the exercise
price by the Optionee for the shares being purchased.

Restricted Stock. The Omnibus Plan provides for the award of shares of
Common Stock which are subject to certain restrictions ("Restricted Stock")
provided in the Omnibus Plan or otherwise determined by the Omnibus Committee.
Restricted Stock awards pursuant to the Omnibus Plan will be evidenced by a
Restricted Stock Grant Agreement between the Company and the recipient (the
"Holder"), specifying the purchase price, if any, paid by the Holder for the
Restricted Stock, with such price to be determined by the Omnibus Committee.
The Restricted Stock Grant Agreement will also set forth any forfeiture
provisions regarding the Restricted Stock (including any provisions for
accelerated vesting in the event of a "Change of Control" with respect to the
Company), as determined by the Omnibus Committee in its discretion. The Holder
may sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the
Restricted Stock during the restriction period designated by the Omnibus
Committee only in accordance with the specific limitations imposed by
applicable state or federal securities laws or as may be determined by the
Omnibus Committee. Certificates representing Restricted Stock issued pursuant
to the Omnibus Plan will bear all legends required by law and necessary to
effectuate the provisions of the Omnibus Plan and the applicable Restricted
Stock Grant Agreement. To facilitate the enforcement of the restrictions on
the Restricted Stock, the Omnibus Committee may in its discretion require the
Holder to deliver such certificates to the Company to be held in escrow until
the applicable restriction period has expired.

Long-Term Incentive Compensation Units. The Omnibus Plan authorizes the
Omnibus Committee to grant awards of "Units" to eligible employees. Units will
be granted only upon authorization by the Omnibus Committee and the execution
and delivery of a Unit Award Agreement, in form and substance satisfactory to
the Omnibus Committee, by the employee to whom Units are to be granted (a
"Unit Recipient"). Stock or cash underlying Units are distributed only after
the end of a performance period of two of more years (the "Performance
Period") beginning with the year in which the Units are granted. The
Performance Period respecting each grant of Units will be set by the Omnibus
Committee. There may be more than one Unit granted to a Unit Recipient at any
given time and the Performance Periods may differ. At the time a Unit is
granted the Omnibus Committee will establish levels of financial performance
and other performance objectives to be achieved in each year of the
Performance Period. The Omnibus Committee may adopt one or more performance
categories or eliminate all performance categories other than financial
performance. Distributions of stock or cash underlying Units will be based on
the Company's financial performance with results from other performance

18
<PAGE>

categories applied as a factor, not exceeding one, against financial results.
The annual financial and other performance results will be averaged over the
Performance Period and translated into percentage factors according to
graduated criteria established by the Omnibus Committee for the entire
Performance Period. The resulting percentage factors will determine the
percentage of Units to be distributed. No distributions will be made if a
minimum average percentage of the applicable measurement of performance
established by the Omnibus Committee is not achieved for the Performance
Period.

The Omnibus Plan provides for (in the discretion of the Omnibus Committee)
the proration of Units in the event of a Unit Recipient's death, disability,
retirement or termination of employment as a result of a "Change of Control"
with respect to the Company. In the event of termination of the Unit
Recipient's status as an eligible employee prior to the end of the applicable
Performance Period for any reason other than death, disability, retirement or
termination as a result of a Change of Control, undistributed Units awarded
for such Performance Period will be immediately forfeited.

A Unit Recipient will have no rights as a shareholder of the Company with
respect to any Units until the distribution of shares of Stock in connection
therewith, other than receipt of dividends credited to the Unit Recipient's
account for Units awarded and not distributed, calculated according to the
terms of the Omnibus Plan.

Stock Appreciation Rights. The Omnibus Committee in its discretion may grant
Stock Appreciation Rights ("SARs") under the Omnibus Plan. SARs will be
granted only pursuant to a SAR Agreement, which shall provide for an
expiration date not later than ten years after the date such SAR is granted. A
SAR will entitle the holder (the "SAR Recipient") to receive from the Company
an amount equal to the excess, if any, of the aggregate fair market value of
the Company's Common Stock which is the subject of the SAR over its "Base
Value," defined as the fair market value of such stock on the date of issuance
of the SAR and subject to adjustment from time to time by the Omnibus
Committee in accordance with the terms of the Omnibus Plan.

The Company will pay the amount to which the SAR Recipient exercising the
SAR is entitled in cash. A SAR Recipient may designate a beneficiary to
receive cash otherwise payable to the SAR Recipient in the event of the SAR
Recipient's death.

New Plan Benefits. No benefits have been granted or will be granted under
the Omnibus Plan prior to the approval of the Omnibus Plan by the shareholders
of the Company.

Federal Income Tax Treatment. A recipient of an Option granted under the
Omnibus Plan will not realize any taxable income upon the grant of such
Option, and the Company will not be entitled to any income tax deduction in
connection therewith. Upon the exercise of a Nonqualified Stock Option granted
under the Omnibus Plan, the employee will realize taxable ordinary income
equal to the excess of the fair market value of the shares of the Company's
Common Stock on the date such Option is exercised over the option price, and
the Company will be entitled to a corresponding deduction (as such deduction
may be limited by certain provisions of the Code, including Section 162(m),
263 or 263(A)).

An employee who receives Restricted Stock will not realize any taxable
income at the time of the grant of Restricted Stock so long as the shares are
subject to a substantial risk of forfeiture. When any such restrictions lapse,
the recipient will recognize ordinary income equal to the fair market value of
the shares of Common Stock at the time of the lapse of the restrictions. The
Company will be entitled to a tax deduction at the same time in the amount
taxable to the employee (as such deduction may be limited by certain
provisions of the Code, including Section 162(m), 263 or 263(A)). With regard
to dividends paid by the Company in cash and in stock during the time the
restrictions are in effect, the Company will be entitled to a deduction for
compensation for the value of such dividends at the time they are paid to the
recipient (as such deduction may be limited by certain provisions of the Code,
including Section 162(m), 263 or 263(A)), and the recipient will have taxable
compensation income at that time in a corresponding amount.

19
<PAGE>

Any cash and the fair market value of any Common Stock of the Company
received as payment in respect of Units will constitute ordinary income to the
Unit Recipient upon receipt (in the case of a Unit Recipient who is an insider
subject to Section 16(b) of the 1934 Act, the fair market value of the shares
six months after receipt will be used to measure income, unless a Section
83(b) election is filed). The Company will be entitled to an income tax
deduction corresponding to the ordinary income recognized by the Unit
Recipient (as such deduction may be limited by certain provisions of the Code,
including Section 162(m), 263 or 263(A)).

An employee who is granted SARs under the Omnibus Plan will not realize any
taxable income upon the grant of such SAR, and the Company will not be
entitled to any deduction for income tax purposes at such time. However, when
the employee exercises a SAR, the amount of cash paid by the Company is
taxable to him or her as ordinary income. The Company will be entitled to a
corresponding deduction for the taxable year in which the SAR is exercised (as
such deduction may be limited by certain provisions of the Code, including
Section 162(m), 263 or 263(A)).

Amendment and Termination. The Board may, at any time and from time to time,
terminate, amend, or modify some or all of the provisions of the Omnibus Plan.
However, without the approval of the shareholders of the Company (as may be
required by the Code, by Section 16 of the Exchange Act, by any national
securities exchange or system on which the shares are then listed or reported,
or by a regulatory body having jurisdiction with respect hereto) no such
termination, amendment, or modification may: (1) materially increase the total
number of shares which may be granted to insiders under the Omnibus Plan; (2)
materially modify the requirements as to eligibility for insiders to
participate in the Omnibus Plan; (3) materially increase the cost of the
Omnibus Plan related to insiders or materially increase the benefits to
insiders; (4) extend the period during which awards may be granted to or
exercised by insiders; (5) change the provisions of the Omnibus Plan regarding
option price on grants to insiders; or (6) modify the Omnibus Plan or the
terms of awards in such a way that the members of the Omnibus Committee lose
their status as "disinterested persons" under Rule 16b-3 of the Exchange Act.

No termination, amendment, or modification of the Omnibus Plan may in any
manner adversely affect any award previously granted under the Omnibus Plan,
without the written consent of the recipient.

Vote Required. Approval of the Omnibus Plan requires the affirmative vote of
a majority of votes cast by the outstanding shares of Common Stock present or
represented at the Annual Meeting and entitled to vote. Unless otherwise
specified, the proxy holders designated in the proxy will vote the shares
covered thereby at the Annual Meeting "FOR" the approval of the Omnibus Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" APPROVAL OF THE ABC BANCORP OMNIBUS STOCK OWNERSHIP AND LONG TERM
INCENTIVE PLAN.

20
<PAGE>

PROPOSAL V: RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Company has appointed Mauldin & Jenkins, Certified Public Accountants
and Consultants, LLC ("Mauldin & Jenkins"), as its independent accountants for
the fiscal year ended December 31, 1996. Mauldin & Jenkins has served as the
Company's independent accountants since 1985. Service provided to the Company
and its subsidiaries by Mauldin & Jenkins in the fiscal year ended December
31, 1995 included the examination of the Company's consolidated financial
statements, limited review of quarterly reports, services related to filings
with the Securities and Exchange Commission (the "SEC") and consultation with
respect to various tax matters.

Representatives of Mauldin & Jenkins will be present at the Annual Meeting,
will have the opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions by shareholders.

Ratification of the appointment of Mauldin & Jenkins as the Company's
independent accountants for the fiscal year ended December 31, 1996 requires
the affirmative vote of a majority of votes cast by the outstanding shares of
Common Stock present or represented at the Annual Meeting and entitled to
vote. Unless otherwise specified, the proxy holders designated in the proxy
will vote the shares covered thereby at the Annual Meeting "FOR" ratification
of the appointment of Mauldin & Jenkins. In the event that the shareholders do
not ratify the appointment of Mauldin & Jenkins, the appointment will be
reconsidered by the Audit Committee and the Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" RATIFICATION OF THE APPOINTMENT OF MAULDIN & JENKINS AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDED DECEMBER
31, 1996.

CERTAIN TRANSACTIONS

The Company and the Banks have had, and expect to have in the future,
banking transactions in the ordinary course of business with directors and
officers of the Company and the Banks and their associates, including
corporations, partnerships and other organizations in which such directors and
officers have an interest. At December 31, 1996, certain officers and
directors, and companies in which they have a 10% or more beneficial interest,
were indebted to the Banks in the aggregate amount of approximately
$6,471,269. The Company's Board of Directors believes that the terms of such
loans (including interest rates, collateral and repayment terms) are fair and
equitable and are substantially the same as terms prevailing at the time such
loans were made for comparable transactions with unrelated parties. Such
transactions do not involve more than the normal risk of collectibility or
present other unfavorable features.

Since November 1, 1991, the Company has leased a building from Mr. Hunnicutt
and an unrelated third party that is used as the Company's operations center
in Moultrie, Georgia. On November 1, 1996, the Company renewed the lease
increasing the monthly rent payments from $2,500 to $3,334 per month. Rent
payments under the lease, which expires on November 1, 2001, totalled $31,668
for 1996 and will total $40,000 per year thereafter, payable in monthly
installments of $3,334 each.

Since February 1996, the Company has leased a building from Mr. Hunnicutt
and an unrelated third party that is used for storage and office space for the
Company's Facilities Manager in Moultrie, Georgia. The lease for this space is
on a month-to-month basis, with annual rent payments of $7,200, payable in
monthly installments of $600 each.

SECTION 16 REPORTING

Section 16(a) of the 1934 Act requires the Company's directors and executive
officers, and persons who own more than ten percent of the Company's Common
Stock, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock. They are also required to furnish the
Company with copies of all Section 16(a) forms they file with the SEC.

21
<PAGE>

To the Company's knowledge, based solely on its review of the copies of such
reports furnished to it and written representations that no other reports were
required, during the fiscal year ended December 31, 1996, all the Company's
officers, directors and greater than ten percent shareholders complied with
all applicable Section 16(a) filing requirements.

OTHER MATTERS

The Board of Directors does not contemplate bringing before the Annual
Meeting any matter other than those specified in the Notice of Annual Meeting
of Shareholders, nor does it have information that other matters will be
presented at the Annual Meeting. If other matters come before the Annual
Meeting, signed proxies will be voted upon such questions in accordance with
the best judgment of the persons acting under the proxies.

SHAREHOLDER PROPOSALS

Any shareholder proposal intended to be presented at the 1998 Annual Meeting
of Shareholders and to be included in the Company's proxy statement and form
of proxy for that meeting must be received by the Company, directed to the
attention of the Secretary, not later than December 5, 1997. Any such proposal
must comply in all respects with the rules and regulations of the SEC.

FORM 10-K

Upon receipt of a written request, the Company will, without charge, furnish
any owner of Common Stock a copy of its Annual Report to the SEC on Form 10-K
for the fiscal year ended December 31, 1996, including financial statements
and the schedules thereto. Copies of exhibits to the Form 10-K are also
available upon specific request and payment of a reasonable charge for
reproduction. Such request should be directed to the Secretary of the Company
at the address indicated on the front of this Proxy Statement.

Moultrie, Georgia By Order of the Board of Directors

March , 1997 /s/ Willard Lasseter

Willard Lasseter, Chairman

22
<PAGE>

APPENDIX A

TEXT OF PROPOSED AMENDMENT TO THE BYLAWS
OF
ABC BANCORP
<PAGE>

APPENDIX A

TEXT OF PROPOSED ARTICLE III, SECTION 2 OF THE BYLAWS
OF
ABC BANCORP

Section 2. Number, Election, Term and Retirement. The number of directors
which shall constitute the whole Board of Directors shall be not less than
seven nor more than 15. The Board of Directors of the corporation shall be
divided into three classes which shall be as nearly equal in number as is
possible. At the first election of directors to such classified Board of
Directors, each Class I director shall be elected to serve until the next
ensuing annual meeting of shareholders, each Class II director shall be
elected to serve until the second ensuing annual meeting of shareholders and
each Class III director shall be elected to serve until the third ensuing
annual meeting of shareholders. At each annual meeting of shareholders
following the meeting at which the Board of Directors is initially classified,
the number of directors equal to the number of the class whose term expires at
the time of such meeting shall be elected to serve until the third ensuing
annual meeting of shareholders. In the event of any change in the authorized
number of directors, the number of directors in each class shall be adjusted
so that thereafter each of the three classes shall be composed, as nearly as
may be possible, of one-third of the authorized number of directors; provided
that any change in the authorized number of directors shall not increase or
shorten the term of any director, and any decrease shall become effective only
as and when the term or terms of office of the class or classes of directors
affected thereby shall expire, or a vacancy or vacancies in such class or
classes shall occur. The number of directors may be increased or decreased
from time to time by the Board of Directors by amendment of this by-law, but
no decrease shall have the effect of shortening the term of an incumbent
director. The directors shall be elected by plurality vote at the annual
meeting of shareholders, except as hereinafter provided, and each director
elected shall hold office until his successor is elected and qualified or
until his earlier resignation, removal from office or death. Directors shall
be natural persons who have attained the age of 18 years, but need not be
residents of the State of Georgia or shareholders of the corporation.
Employees of subsidiary corporations shall not be eligible to serve as
directors. With the exception of Eugene M. Vereen, Jr., each director shall
retire at the annual meeting following the date such director attains the age
of 70.

<PAGE>

APPENDIX B

1997 INCENTIVE STOCK OPTION PLAN FOR KENNETH J. HUNNICUTT
<PAGE>

ABC BANCORP

1997 INCENTIVE STOCK OPTION PLAN
FOR KENNETH J. HUNNICUTT

1. DEFINITIONS

Unless the context expressly requires otherwise, the terms set forth below,
when used in this Plan and when capitalized, shall have the following
respective meanings:

(a) Board--The Board of Directors of the Company.

(b) Code--The Internal Revenue Code of 1986, as amended, together with the
rules and regulations promulgated thereunder, and any corresponding provisions
of subsequent law.

(c) Committee--A committee appointed by the Board to administer this Plan,
which, until appointed, shall consist of the full Board, the number and
composition of which may be changed from time to time by the Board at its
discretion.

(d) Common Stock--The voting Common Stock of the Company (which may be
acquired upon exercise of the Option granted pursuant to this Plan).

(e) Company--ABC Bancorp, a corporation organized under the laws of the
State of Georgia.

(f) Disability--The permanent and total disability of Optionee as defined in
Section 22(e)(3) of the Code, which shall be determined by the Committee on
the basis of such medical or other evidence as it may reasonably require or
deem appropriate.

(g) Effective Date--The date of adoption of the Plan by the Board.

(h) Option--The option granted pursuant to this Plan to Optionee.

(i) Optionee--Kenneth J. Hunnicutt, President of the Company.

(j) Plan--This ABC Bancorp 1997 Incentive Stock Option for Kenneth J.
Hunnicutt.

2. PURPOSE

The Company is largely dependent upon the initiative, efforts and judgment
of its President, Kenneth J. Hunnicutt, for the successful operation of the
business of the Company and of its subsidiaries. The purpose of the Plan is to
advance the interests of the Company and its subsidiaries by encouraging Mr.
Hunnicutt to acquire a proprietary interest in the Company and in its future
growth and to continue his association with the Company and its subsidiaries.

3. ADMINISTRATION

The Plan shall be administered by the Committee. Subject to the provisions
of the Plan, the Committee shall have plenary authority, in its discretion, to
interpret and administer the Plan. Except as to matters which are herein
expressly reserved for determination by the Board, the Committee's decisions
and determinations in the administration of the Plan shall be final,
conclusive and binding upon all persons, including, but not limited to, the
Company, its subsidiaries, the shareholders and directors of the Company and
its subsidiaries and any person having any interest in the Option.
<PAGE>

4. SHARES SUBJECT TO OPTION

(a) Grant of Option. The Company will grant to Optionee, in accordance with
the directions of the Committee and the terms of this Plan, the Option to
purchase Forty-Five Thousand (45,000) shares of the Common Stock. Such shares
may be made available from either authorized but theretofore unissued shares
of Common Stock, Common Stock held in treasury or shares of Common Stock
reacquired by the Company, including, but not limited to, shares purchased in
the open market, as determined in any given instance by the Committee.

(b) Vested Interest. Optionee shall be fully vested immediately in the
entire Option granted pursuant hereto.

(c) Adjustment. In the event there is any change in the Common Stock as a
result of a reorganization, merger, consolidation, recapitalization, stock
split, issuance of stock dividend, or otherwise, the number and kind of shares
authorized by the Plan, and the number, option price and kind of shares
covered by the Option, shall be automatically adjusted as required in order to
prevent an adverse effect upon Optionee, and the Committee shall notify
Optionee hereunder of such adjustment and shall deliver to him such
documentation as may be necessary or desirable to evidence same.

5. TERMS AND CONDITIONS OF OPTION

The Option is intended to be an incentive stock option qualifying under
Section 422 of the Code for favorable tax treatment. It shall be evidenced by
a written Incentive Stock Option Agreement, signed by a member of the
Committee or by a duly authorized officer of the Company, and containing
provisions consistent with the requirements of this Plan. The following terms
and conditions shall apply to the Option:

(a) Option Price. The Option shall contain the option price at which each
share covered by the Option may be purchased, which price shall be no less
than the fair market value of such shares at the time the Option is granted,
as determined by a method consistent with the applicable provisions of the
Code and any Treasury Regulations promulgated thereunder.

(b) Payment. The option price of shares purchased upon any exercise of the
Option shall be paid fully at the time of exercise in cash (including personal
or certified checks representing good funds).

(c) Termination of Option. To the extent that the Option has not previously
been exercised, the Option shall terminate at and shall no longer be
exercisable after 11:59 p.m., Atlanta, Georgia time, on the date that is ten
(10) years from the date the Option is granted.

(d) Option Non-Assignable. During Optionee's lifetime, the Option shall be
exercisable only by Optionee or, if Optionee is disabled, by his duly
appointed guardian or legal representative, and the Option shall not be
assignable by Optionee other than by will or by the applicable laws of descent
and distribution.

(e) No Rights as Shareholder. Optionee shall have no rights as a shareholder
of the Company with respect to the shares subject to the Option, including,
but not limited to, voting, dividend and liquidation rights, until the date of
issuance to him of a certificate for such shares.

(f) Certain Requirements for Qualification as Incentive Stock
Options. Although not affecting the validity of or the right to exercise the
Option, it is understood that qualification of the Option as an incentive
stock option pursuant to Section 422 of the Code is conditioned on the
following requirements being met:

(1) Shares received by Optionee pursuant to any exercise of the Option
must be held by him for a period of at least two (2) years from the date of
grant of the Option and for a period of at least one (1) year after the
transfer of such shares to him, and may not be disposed of by him prior to
the expiration of such periods, except in a transfer described in Section
424(c) of the Code.

(2) At all times during the period beginning on the date of grant of the
Option and ending on the day which is three (3) months (one (1) year in the
event the cessation of optionee's employment is caused by

2
<PAGE>

disability, as defined for this purpose in Section 22(e)(3) of the Code)
before the date of exercise of the Option, Optionee must have been an
employee of either the Company, a parent or subsidiary corporation of the
Company, or a corporation (or a parent or subsidiary thereof) that assumes
the Option pursuant to Section 424(a) of the Code; provided, however, that
the foregoing provision in this subparagraph (2) shall be inapplicable in
the event that the cessation of Optionee's employment with the Company or
any such other corporation results from his death.

6. TIME AND MANNER OF EXERCISE

(a) Time of Exercise. The aggregate fair market value (determined as of the
time the Option is granted) of the shares with respect to which the Option is
exercisable for the first time by Optionee during any calendar year (under all
incentive stock option plans of the Company or of any parent or subsidiary of
the Company) shall not exceed the "$100,000 Per-Year Limitation" of Section
422(d) of the Code; provided, however, that in the event of Optionee's
termination of employment (meaning that he is no longer employed by the
Company or any parent or subsidiary of the Company) for any reason other than
death, the Option shall become immediately exercisable in full except to the
extent that the deferral of exercisability of the Option would avoid, or
minimize the effect of, noncompliance with said limitation contained in
Section 422(d) of the Code, while allowing Optionee to exercise the Option
within the 3-month period of Section 422(a)(2) of the Code or the 1-year
period of Section 422(c)(6) of the Code, as may be applicable.

(b) Manner of Exercise. In order to exercise the Option, Optionee (or his
heirs or representatives, as the case may be) shall give written notice to the
Secretary or any Assistant Secretary of the Company at the Company's principal
office. Such notice shall specify the number of shares to be purchased, which
shall be in a multiple of 100 shares.

7. SECURITIES REGULATIONS

The Company shall not be obligated to issue or sell any shares optioned
pursuant to this Plan to Optionee in the absence of an effective registration
statement under the Securities Act of 1933, as amended (the "Act"), and
registration under any applicable state securities laws, unless the Company
receives an opinion of counsel satisfactory to it that registration is not
required under the Act and under applicable state securities laws pursuant to
exemptions from registration contained therein.

8. EFFECTIVE DATE AND DURATION OF PLAN

The Plan shall become effective upon the Effective Date; provided, however,
that grant of the Options prior to approval of the Plan by the shareholders of
the Company is subject to such shareholder approval within twelve (12) months
of adoption of the Plan by the Board of Directors. Unless previously
terminated by the Board, the Plan shall terminate on the tenth anniversary of
its adoption by the Board.

9. AMENDMENT

The Plan may, from time to time, be terminated, modified, or amended by the
Board of Directors of the Company in such respects as it shall deem advisable
in order that the Option shall be an "incentive stock option", as such term is
defined in Section 422 of the Code; provided, however, that no such
modification or amendment shall change: (a) the number of shares of Common
Stock subject to the Option, with the exception of changes in such number of
shares by reason of the operation of the provisions of paragraph (c) of
Section 4 hereof; (b) the option price, with the exception of changes in such
price by reason of the operation of the provisions of paragraph (c) of Section
4 hereof; (c) the maximum period during which the Option may be exercised; or
(d) the provisions relating to adjustments to be made upon those changes
described in paragraph (c) of Section 4 hereof.

3
<PAGE>

AS APPROVED BY THE BOARD OF DIRECTORS OF ABC BANCORP ON JANUARY 21, 1997.

ABC BANCORP

BY: /s/ Willard Lasseter
---------------------------------
Title: Chairman

ATTEST:

/s/ Sara Hall
- -------------------------------
Secretary

(CORPORATE SEAL)

4
<PAGE>

APPENDIX C

OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN
<PAGE>

ABC BANCORP

OMNIBUS STOCK OWNERSHIP AND
LONG TERM INCENTIVE PLAN

THIS IS THE OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN ("Plan") of
ABC Bancorp (the "Corporation" or "Company"), a Georgia corporation with its
principal office in Moultrie, Colquitt County, Georgia, under which Incentive
Stock Options and Non-Qualified Options to acquire shares of the Stock,
Restricted Stock, Stock Appreciation Rights, and/or Units may be granted from
time to time to Eligible Employees of the Corporation and of any of its
Subsidiaries (the "Subsidiaries"), subject to the following provisions:

ARTICLE I
DEFINITIONS

The following terms shall have the meanings set forth below. Additional
terms defined in this Plan shall have the meanings ascribed to them when first
used herein.

BOARD. The Board of Directors of ABC Bancorp.

CHANGE IN CONTROL TRANSACTION. The dissolution or liquidation of the
Corporation; a reorganization, merger or consolidation of the Corporation as a
result of which the outstanding securities of the class then subject to Rights
hereunder are changed into or exchanged for cash or property or securities not
of the Corporation's issue; or a sale of all or substantially all of the
assets of the Corporation to, or the acquisition of stock representing more
than twenty-five percent (25%) of the voting power of the capital stock of the
Corporation then outstanding by, another corporation, bank, other entity or
person.

CODE. The Internal Revenue Code of 1986, as amended, together with the rules
and regulations promulgated thereunder.

COMMITTEE. The Compensation Committee of the Board.

COMMON STOCK. The Common Stock, $1.00 par value per share, of the
Corporation.

DEATH. The date of death of an Eligible Employee who has received Rights as
established by the relevant death certificate.

DISABILITY. The date on which an Eligible Employee who has received Rights
becomes permanently and totally disabled within the meaning of Section 22 (e)
(3) of the Code, which shall be determined by the Committee on the basis of
such medical or other evidence as it may reasonably require or deem
appropriate.

EFFECTIVE DATE. The date as of which this Plan is effective, which shall be
the date it is adopted by the Board.

ELIGIBLE EMPLOYEES. Those individuals who meet the following eligibility
requirements:

(i) Such individual must be a full time employee of the Corporation or a
Subsidiary. For this purpose, an individual shall be considered to be
an "employee" only if there exists between the Corporation or a
Subsidiary and the individual the legal and bona fide relationship of
employer and employee. In determining whether such relationship exists,
the regulations of the United States Treasury Department relating to
the determination of such relationship for the purpose of collection of
income tax at the source on wages shall be applied.

(ii) Such individual falls within the job grade classifications set forth in
Schedule 1. Such job grade classification may be amended, expanded,
restricted or otherwise modified by the Committee, subject to
ratification of such action by the Board.

1
<PAGE>

ABC BANCORP
310 FIRST STREET, S.E. MOULTRIE, GEORGIA 31768

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints WILLARD LASSETER AND KENNETH J. HUNNICUTT,
and each of them, with full power of substitution, the proxies and attorneys
of the undersigned at the Annual Meeting of Shareholders of ABC Bancorp (the
"Company") to be held on Tuesday, April 15, 1997 (the "Annual Meeting") at
Sunset Country Club, Thomasville Highway, Moultrie, Georgia, at 4:15 p.m.,
local time, and at any adjournment or postponement thereof, and hereby
authorizes them to vote as designated below at the Annual Meeting all the
shares of Common Stock of ABC Bancorp held of record by the undersigned as of
March 14, 1997. The undersigned hereby acknowledges receipt of the Annual
Report of the Company for the fiscal year ended December 31, 1996 and the
Notice of Annual Meeting and Proxy Statement of the Company for the Annual
Meeting.

I. Election of the following nominees to the Board of Directors in three
classes, for one-year terms of office (Class I) two-year terms of office
(Class II), or three-year terms of office (Class III), as indicated below
and in the alternative, if PROPOSAL II, below, is not approved by the
shareholders, for election of all of the following nominees to the Board
of Directors for one-year terms of office:

[_]FOR all nominees listed below (except as marked to the contrary below)
[_]WITHHOLD AUTHORITY to vote for
all nominees listed below

<TABLE>
<S> <C> <C>
CLASS I CLASS II CLASS III
------- -------- ---------
Johnny W. Floyd J. Raymond Fulp Kenneth J. Hunnicutt
Daniel B. Jeter Bobby B. Lindsay Willard Lasseter
Sidney J. Wooten Henry C. Wortman Eugene M. Vereen, Jr.
John Mobley Hal L. Lynch Doyle Weltzbarker

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THE NAME(S) OF SUCH NOMINEE(S) IN THE SPACE PROVIDED BELOW.

- -----------------------------------------------------------------------------
IF THIS FORM OF PROXY IS EXECUTED BY THE UNDERSIGNED IN SUCH MANNER AS NOT
TO WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE, THIS FORM OF
PROXY SHALL BE DEEMED TO GRANT SUCH AUTHORITY.

II. Amendment to the Company's Bylaws to divide the Company's Board of
Directors into three classes, to serve staggered terms of office

[_] FOR [_] AGAINST [_] ABSTAIN

III. To adopt the Company's 1997 Incentive Stock Option Plan for Kenneth J.
Hunnicutt

[_] FOR [_] AGAINST [_] ABSTAIN

IV. To adopt the Company's Omnibus Stock Ownership and Long Term Incentive
Plan for the Company's officers and managerial employees

[_] FOR [_] AGAINST [_] ABSTAIN

V. To ratify the appointment of Mauldin & Jenkins, Certified Public
Accountants and Consultants, LLC, as the Company's independent accountants
for the fiscal year ended December 31, 1996

[_] FOR [_] AGAINST [_] ABSTAIN
</TABLE>

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF EACH NOMINEE, AND IN THE DISCRETION OF THE
PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING.

PLEASE SIGN PROXY

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

Print Name(s)
---------------------------------

Signature
---------------------------------

Signature if
Held Jointly
---------------------------------

Dated: ,1997
---------------------------------

PLEASE DATE AND SIGN IN THE SAME MANNER IN WHICH YOUR SHARES ARE REGISTERED.
WHEN SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ATTORNEY OR
CORPORATE OFFICER, PLEASE GIVE FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH
SIGN.