THIS SEVERANCE PROTECTION AND NON-COMPETITION AGREEMENT (the Agreement) made as of April 13, 1998, by and between ABC BANCORP (the Company), a Georgia corporation, and EDWIN W. HORTMAN, JR. (the Executive), an individual resident of the State of Georgia.

WHEREAS, the Board of Directors of the Company (the Board) has determined that it is essential and in the best interest of the Company and its shareholders to retain the services of the Executive in the event of a threat or occurrence of a Change in Control (as hereinafter defined) and to ensure his continued dedication and efforts in such event without undue concern for his personal financial and employment security;

WHEREAS, in order to induce the Executive to remain in the employ of the Company in the event of a threat or the occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive to provide the Executive with certain benefits in the event his employment is terminated as a result of, or in connection with, a Change in Control and to provide the Executive with certain other benefits whether or not the Executives employment is terminated; and

WHEREAS, in consideration for the benefits provided to the Executive hereunder and as an inducement to the Company providing such benefits, the Executive agrees that it is reasonable and fair to enter into certain restrictive covenants as hereinafter set forth.

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

1.        Term of Agreement. This Agreement shall commence as of April 13, 1998 and shall continue in effect until April 13, 1999; provided, however, that commencing on April 13, 1999, and on each April 13 thereafter, the term of this Agreement shall automatically be extended for one (1) year unless either the Company or the Executive shall have given written notice to the other at least ninety (90) days prior thereto that the term of this Agreement shall not be so extended; and provided, further, however, that notwithstanding any such notice by the Company 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 in Control.

2.        Definitions.

2.1.      Accrued Compensation. For purposes of this Agreement, Accrued Compensation shall mean an amount which shall include all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including, without limitation, (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, (iii) vacation pay, and (iv) bonuses and incentive compensation (other than the Pro Rata Bonus (as hereinafter defined)).

2.2.      Base Amount. For purposes of this Agreement, Base Amount shall mean the greater of the Executives annual base salary (a) at the rate in effect on the Termination Date or (b) at the highest rate in effect at any time during the ninety (90) day period prior to the Change in Control, and shall include all amounts of his base salary that are deferred under the qualified and non-qualified employee benefit plans of the Company or any other agreement or arrangement.

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