EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement), is entered into as of the 1st day of July, 2003, by and between ABC BANCORP, a Georgia corporation (Employer), and Jon S. Edwards, an individual resident of the State of Georgia (Executive).

W I T N E S S E T H:

WHEREAS, Employer wishes to employ Executive as its South Regional Executive, and Executive wishes to continue to serve in such position, on the terms and conditions set forth herein;

WHEREAS, Employer and Executive are parties to that certain Severance Protection and Non-Competition Agreement dated as of March 8, 1999 (the Severance Protection Agreement), and Employer and Executive each desire to terminate the Severance Protection Agreement contemporaneous with the execution and delivery hereof;

WHEREAS, Executive desires to be assured of a secure minimum compensation from Employer for his services over a defined term;

WHEREAS, Employer desires to assure the continued services of Executive on behalf of Employer on an objective and impartial basis and without distraction or conflict of interest in the event of an attempt by any person or entity to obtain control of Employer;

WHEREAS, Employer desires to provide fair and reasonable benefits to Executive on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Employer desires reasonable protection of its confidential business and customer information which it has developed over the years at substantial expense and assurance that Executive will not compete with Employer for a reasonable period of time after termination of his employment with Employer, except as otherwise provided herein;

NOW, THEREFORE, in consideration of these premises, the mutual covenants and undertakings herein contained, Employer and Executive, each intending to be legally bound, covenant and agree as follows:

1. Termination of Severance Protection Agreement. Notwithstanding any of the terms and conditions of the Severance Protection Agreement to the contrary with respect to the termination thereof or otherwise, Employer and Executive hereby terminate the Severance Protection Agreement, effective as of the date hereof. Employer and Executive acknowledge and agree that neither party to the Severance Protection Agreement shall have or possess any rights against or obligations to the other party thereto with respect to any of the representations, warranties, covenants and agreements set forth therein. In addition, Employer and Executive

covenant and agree that the termination of the Severance Protection Agreement and the rights granted therein shall not constitute a breach thereof or default thereunder or create any further or additional duties or obligations of the parties thereto.

2. Employment. Upon the terms and subject to the conditions set forth in this Agreement, Employer employs Executive as its South Regional Executive, and Executive hereby accepts such employment. Notwithstanding the foregoing, during the Initial Term (as hereinafter defined) or any Additional Term (as hereinafter defined) hereof, Employer may, based on reasonable business considerations, modify the responsibilities or duties of the foregoing position, or at its sole discretion, assign Executive to other positions; provided, however, that such duties shall be of the same character as those generally associated with the office held by Executive.

3. Position and Duties. Executive agrees to serve as the South Regional Executive of Employer as set forth in Section 2 hereof and to perform such duties as may reasonably be assigned to him by the Board of Directors (the Board) or the Chief Executive Officer of Employer; provided, however, that such duties shall be of the same character as those generally associated with the office held by Executive. Employer shall not, without the written consent of Executive, relocate or transfer Executive to a location other than a location within the geographic boundaries of the State of Georgia. During the Initial Term or any Additional Term of this Agreement, Executive agrees that he will serve Employer faithfully and to the best of his ability and that he will devote his full business time, attention and skills to Employers business; provided, however, that the foregoing shall not be deemed to restrict Executive from devoting a reasonable amount of time and attention to the management of his personal affairs and investments, so long as such activities do not interfere with the responsible performance of Executives duties hereunder.

4. Term. The term of this Agreement shall begin on the date hereof (the Effective Date) and, unless otherwise earlier terminated pursuant to Section 9 hereof, shall end on the date which is one (1) year following the Effective Date (hereinafter referred to as the Initial Term). The Initial Term shall be extended automatically for an additional one (1) year term (each, an Additional Term) on the last day of the Initial Term or each Additional Term hereof unless either party hereto gives written notice to the other party not to so extend no later than ninety (90) days prior to the expiration of the Initial Term or any subsequent Additional Term, as the case may be, in which case no further extension shall occur and the term of this Agreement shall end at the end of the Initial Term or the Additional Term during which such notice not to so extend was given; provided, however, that, notwithstanding any notice by Employer not to extend, the term of this Agreement shall not expire prior to the expiration of twelve (12) months after the occurrence of a Change of Control (as hereinafter defined); and provided further, however, that this Agreement shall automatically terminate (and the Initial Term or any Additional Term shall thereupon end) without notice when Executive attains 65 years of age.

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