ABC BANCORP
JOINT MARKETING AGREEMENT

This Agreement is entered into as of this 19^th day of December, 2002 by and between MBNA AMERICA BANK, N.A., a national banking association having its principal place of business in Wilmington, Delaware (MBNA), and ABC BANCORP, a Georgia corporation having its principal place of business in Moultrie, Georgia  (ABC), for themselves and their respective successors and assigns.

1.          DEFINITIONS

In addition to the terms specifically defined elsewhere in this Agreement, when used in this Agreement, the term:

(a)        ABC Affiliate means any entity which, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, ABC.

 (b)       ABC Customer means a past or present customer of ABC and/or other potential participants mutually agreed to by ABC and MBNA.

 (c)        Acquired Account means a retail consumer credit card account purchased by MBNA from an ABC Affiliate pursuant to the Asset Purchase Agreement.   ABC agrees that the Acquired Accounts shall not generate any Royalty compensation.

(d)         Acquired Business Account means a business credit card account purchased by MBNA from an ABC Affiliate pursuant to the Asset Purchase Agreement. ABC agrees that the Acquired Business Accounts shall not generate any Royalty compensation.

(e)         Agreement means this agreement and Schedules A, B and C.

(f)         Asset Purchase Agreement means the asset purchase agreement executed concurrently herewith by and between MBNA and ABC or an ABC Affiliate whereby MBNA is to purchase certain retail and business credit card accounts of ABC or an ABC Affiliate.

(g)        Branch Solicitation Program or BSP means any marketing or other program whereby ABC or an ABC Affiliate distributes take-one applications for the Program at its branches or in ABC or an ABC Affiliate Customer statements, or ABC or an ABC Affiliate conducts solicitation efforts for the Program, and the parties mutually agree that each such program shall constitute a BSP.

(h)        BSP Account means a Credit Card Account opened by a person pursuant to a BSP in which ABC or an ABC Affiliate complies with the BSP provisions of this Agreement. A Reward BSP Account means a Reward Credit Card Account opened by a person pursuant to a BSP in which ABC or an ABC Affiliate complies with the BSP provisions of the Agreement.

(i)        Business means any corporation, partnership, organization, association, proprietorship or other entity.

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(j)       Business Credit Card Account means a business credit card account opened by an ABC Customer in response to marketing efforts made pursuant to the Program.

(k)      Cardholder means any ABC Customer (including, without limitation, any employee or agent thereof) who is a participant in the Program.

(l)       Credit Card Account means a consumer credit card account opened by an ABC Customer in response to marketing efforts made pursuant to the Program. A Reward Credit Card Account means a credit card account carrying the Reward Enhancement and opened pursuant to the Program.

(m)       Credit Card Services means consumer credit card programs, business credit card programs, charge card programs, debit card programs, and travel and entertainment card programs.

(n)        Effective Date means the date upon which MBNA acquires from ABC or an ABC Affiliate certain credit card accounts pursuant to the Asset Purchase Agreement which must be executed by January 31, 2003 and closing must occur by January 31, 2003 or such other date as the parties must mutually agree upon, otherwise this Agreement shall terminate without liability.

(o)        Mailing List means an updated and current lists and/or magnetic tapes (in a format designated by MBNA) containing names, postal addresses and, when available, telephone numbers and e-mail addresses of ABC Customers other than ABC Customers who were customers of a 3^rd Party prior to an Event (subject to the provisions of Section 2(l)), segmented by zip codes or reasonably selected customer characteristics.

(p)        Nonpublic Personal Information shall have the meaning set forth in Section 509(4) of GLBA and the applicable regulations promulgated thereunder.

(q)        Program means those programs and services of the Credit Card Services MBNA agrees to offer pursuant to this Agreement to the ABC Customers from time to time.

(r)        Reward Enhancement means the loyalty reward enhancement as provided through MBNA and offered as part of the Program for Reward Credit Card Accounts.  MBNA reserves the right to change the name(s) of the Reward Enhancement, in its sole discretion, from time to time.

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