ex10_12.htm


    
      

    

    
      Exhibit
10.12

      


      AMENDED
AND RESTATED

      SUPPLEMENTAL
RETIREMENT AGREEMENT

      


      


      THIS AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT AGREEMENT (the “Agreement”) is made as of January
1, 2006 by and between ATLANTIC
COAST BANK (the “Bank”), its successors and assigns and CARL W. INSEL (the
“Executive”).  The original agreement, which was effective January 1,
2006, is being amended and restated in order to comply with the 2007 final
Treasury Regulations under Section 409A of the Internal Revenue Code (the
“Code”) and to make certain other clarifications to the original
agreement.

      


      
        
          	
                  1.

                	
                  Definitions.  In this
      Agreement, the following words and phrases shall have the following
      meanings:

                


        

      

      


      
        	
                 
      

              	
                (a)

              	
                Accrued
      Benefit Percentage shall mean, except as otherwise provided in this
      Agreement, 1.15% for each full calendar quarter of the Executive’s
      employment with the Bank since January 1, 2006, calculated through the
      last day of the calendar quarter in which the Executive (i) experiences a
      Separation from Service or (ii) attains the Normal Retirement Date,
      whichever shall first occur; provided, however, that
      in no event shall the Accrued Benefit Percentage exceed
    60%.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Administrator
      shall mean the person or committee appointed by the Board of Directors of
      the Bank to administer this Agreement.  If a committee is
      appointed by the Board of Directors, a majority of those persons shall
      constitute a quorum and the act of the majority of such of persons either
      at a meeting or by written consent, shall be the act of the
      Administrator.  The Administrator may adopt such rules and
      procedures, not inconsistent with this Agreement, as it deems necessary or
      appropriate in order to administer this
  Agreement.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Average
      Compensation shall mean the amount determined by dividing by three
      (3) the total compensation reported in Box 1 of Form W-2 (excluding
      taxable income attributable to any restricted stock awards, stock options,
      stock appreciation rights or any other awards made under any equity plan
      maintained by the Bank or its affiliates) earned by the Executive from the
      Bank and its affiliates and subsidiaries (or any successors thereto by
      merger or purchase) during the three calendar years in the ten year period
      prior to his Separation from Service that results in the largest
      total.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Benefit
      Determination Date shall mean the first business day of the
      calendar month following the earliest of (i) the Executive’s Normal
      Retirement Date; (ii) the Executive’s Separation from Service; (iii) the
      Executive’s death; (iv) the Executive’s Disability; or (v) a Change in
      Control.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Cause
      shall mean a Separation from Service due to the Executive’s personal
      dishonesty, incompetence, willful misconduct, breach of fiduciary duty
      involving personal profit, intentional failure to perform stated duties,
      and willful violation of any law, rule, or regulation (other than traffic
      violations or similar offenses) or final cease-and-desist
      order.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

              	
                Change
      in Control shall mean the
following:

              


      

      


      (1)          “Change
in Control” shall mean (i) a change in the ownership of the Bank or Atlantic
Coast Federal Corporation (the “Company”), (ii) a change in the effective
control of the Bank or Company, or (iii) a change in the ownership of a
substantial portion of the assets of the Bank or Company, as described
below.  Notwithstanding anything herein to the contrary, the
reorganization of Atlantic Coast Federal, MHC by way of a “second-step
conversion” shall not be deemed a Change in Control.

      


      (2)          A
change in ownership occurs on the date that any one person, or more than one
person acting as a group (as defined in Treasury Regulations section
1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Bank or Company that,
together with stock held by such person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of such
corporation.

      


      (3)          A
change in the effective control of the Bank or Company occurs on the date that
either (i) any one person, or more than one person acting as a group (as defined
in Treasury Regulations section 1.409A-3(i)(5)(vi)(B)) acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by
such person or persons) ownership of stock of the Bank or Company possessing 30%
or more of the total voting power of the stock of the Bank or Company, or (ii) a
majority of the members of the Bank’s or Company’s board of directors is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Bank’s or Company’s board of
directors prior to the date of the appointment or election, provided that this
sub-section “(ii)” is inapplicable where a majority shareholder of the Bank or
Company is another corporation.

      


      (4)          A
change in a substantial portion of the Bank’s or Company’s assets occurs on the
date that any one person or more than one person acting as a group (as defined
in Treasury Regulations section 1.409A-3(i)(5)(vii)(C)) acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Bank or Company that have
a total gross fair market value equal to or more than 40% of the total gross
fair market value of (i) all of the assets of the Bank or Company, or (ii) the
value of the assets being disposed of, either of which is determined without
regard to any liabilities associated with such assets.  For all
purposes hereunder, the definition of Change in Control shall be construed to be
consistent with the requirements of Treasury Regulations section 1.409A-3(i)(5),
except to the extent that such regulations are superseded by subsequent
guidance.

      


      
        	
                 
      

              	
                (g)

              	
                Disabled
      or Disability shall mean the
Executive:

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (1)          is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death, or last for a continuous period of not less than 12 months;

      


      (2)          by
reason of any medically determinable physical or mental impairment which can be
expected to result in death, or last for a continuous period of not less than 12
months, is receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering employees of the Bank;
or

      


      (3)          is
determined to be totally disabled by the Social Security
Administration.

      


      
        	
                 
      

              	
                (h)

              	
                Involuntary
      Termination shall mean Separation from Service, other than for
      Cause, without the Executive’s express written consent and voluntary
      resignation due to a material diminution of or interference with the
      Executive’s duties, responsibilities and benefits as Executive Vice
      President of the Bank, including (without limitation) any of the following
      actions unless consented to in writing by the Executive: (i) a change in
      the principal workplace of the Executive to a location outside of a 30
      mile radius from the Executive’s principal workplace as of the date
      hereof; (ii) a material demotion of the Executive; (iii) a material
      reduction in the number or seniority of other personnel reporting to the
      Executive or a material reduction in the frequency with which, or on the
      nature of the matters with respect to which, such personnel are to report
      to the Executive, other than as part of an institution-wide reduction in
      staff; (iv) a material adverse change in the Executive’s salary,
      perquisites, benefits, contingent benefits or vacation, other than as part
      of an overall program applied uniformly and with equitable effect to all
      members of the senior management of the Bank; and (v) a material permanent
      increase in the required hours of work or the workload of the Executive;
      provided that the Executive has notified the Bank of the existence of such
      a condition no later than 90 days after the initial existence of such
      condition and the Bank has at least 30 days to cure such
      condition.  The term “Involuntary Termination” does not include
      termination for Cause or termination of employment due to retirement,
      death, Disability or suspension or temporary or permanent prohibition from
      participation in the conduct of the Bank’s affairs under Section 8 of the
      Federal Deposit Insurance Act.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Monthly
      Benefit shall mean the
      Average Compensation multiplied by the Accrued Benefit Percentage and then
      divided by twelve (12), calculated at the Benefit Determination
      Date.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                Normal
      Retirement Date shall mean the date the Executive attains age
      55.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Separation
      from Service shall mean the date of cessation of the employment
      relationship (other than an approved leave of absence) between the
      Executive and the Bank and its affiliates and subsidiaries (including any
      successor in interest, if applicable), and shall be construed to comply
      with Code Section 409A and Treasury Regulations Section
      1.409A-1(h).

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (l)

              	
                Specified
      Employee shall mean a key employee of the Bank within the meaning
      of Code Section 416(i) without regard to paragraph 5 thereof, determined
      in accordance with Code Section 409A and Treasury Regulations Section
      1.409A-1(i).

              


      

      


      
        	
                2. 

              	
                Payment of
      Benefits.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Normal
      Benefit.  If Monthly
      Benefits have not already started due to Separation from Service,
      Disability or Change in Control, the Bank shall pay the Monthly Benefit to
      Executive starting on the first business day of the month following the
      Normal Retirement Date and on the first business day of each calendar
      month thereafter for a total of 180 months (i.e., monthly payments for 15
      years), regardless of whether the Executive has experienced a Separation
      from Service; provided however, that, if the Executive has experienced a
      Separation from Service, then, to the extent necessary to avoid penalties
      under Code Section 409A and the regulations thereunder, such payments
      shall not commence until the first day of the seventh month following the
      date of the Executive’s Separation from Service if the Executive is a
      Specified Employee on his date of Separation from
  Service.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Death
      Benefit.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Death Before Benefit Period
      Begins.  If the Executive dies prior to the Normal
      Retirement Date, Separation from Service, Disability or Change in Control,
      the Bank shall pay to the beneficiary designated on Exhibit A, using an
      Accrued Benefit Percentage of 60%, the Monthly Benefit commencing on the
      first business day of the month following the Executive’s Normal
      Retirement Date and on the first business day of each calendar month
      thereafter for a period of 180 months. The Average Compensation
      calculation shall assume that the Executive’s compensation increased by 3%
      for each full calendar year that occurs prior to what would have been his
      Normal Retirement Date.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Death During Benefit
      Period.  If the Executive dies after Normal Retirement
      Date, Separation from Service, Disability or Change in Control, the Bank
      shall make any remaining monthly payments due to the Executive to the
      beneficiary designated by the Executive on Exhibit
  A.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Disability
      Benefit.  If the
      Executive becomes Disabled before the Normal Retirement Date, death,
      Separation from Service or Change in Control,  the Bank shall
      pay the Monthly Benefit to him, using an Accrued Benefit Percentage of not
      less than 60%, starting on the first business day of the calendar month
      following the date on which the Executive became Disabled and on the first
      business day of each calendar month thereafter for a total of 180 months
      (i.e., monthly payments for 15 years). If the Executive dies after
      becoming entitled to Disability benefits, the Bank shall continue to make
      the remaining monthly payments due to the Executive to the beneficiary
      designated by the Executive on Exhibit
A.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Separation
      from Service Benefit.  In the
      event the Executive incurs a Separation from Service due to an Involuntary
      Termination before the Normal Retirement Date, Disability, death or Change
      in Control, the Bank shall pay the Monthly Benefit to the Executive, using
      an Accrued Benefit Percentage of not less than 60%, commencing on the
      first business day of the month following the Separation from Service and
      on the first business day of each calendar month thereafter for a total of
      180 months; (i) provided, however, that in the event of Separation from
      Service due to Cause, except as may be prohibited by federal law, the
      Executive shall only be entitled to the Monthly Benefit calculated at the
      time of his Separation from Service with payment commencing on the first
      business day of the month following the Separation from Service and on the
      first business date of each calendar month thereafter for a total of 180
      months; and (ii) provided, further, that, to the extent necessary to avoid
      penalties under Code Section 409A and the regulations thereunder, such
      payments shall not commence until the first day of the seventh month
      following the date of the Executive’s Separation from Service if the
      Executive is a Specified Employee on his date of Separation from
      Service.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Change
      in Control Benefit.  If a Change in Control occurs before
      the Normal Retirement Date, Separation from Service, Disability or death,
      then, within 30 calendar days of a Change in Control, the Bank shall pay
      the Executive a lump sum equal to the present value of the Monthly Benefit
      that would otherwise be paid to the Executive hereunder, using an Accrued
      Benefit Percentage of not less than 60%, regardless of whether the
      Executive has experienced a Separation from Service; provided however,
      that, if the Executive has experienced a Separation from Service, then, to
      the extent necessary to avoid penalties under Code Section 409A and the
      regulations thereunder, such payments shall not be made until the first
      day of the seventh month following the date of the Executive’s Separation
      from Service if the Executive is a Specified Employee on his date of
      Separation from Service.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Funding
      of Monthly Benefit.  The Bank reserves the right to
      purchase a contract from a life insurance company with a minimum rating of
      AA from Standard & Poors and Moody’s in order to provide all or any
      portion of the Monthly Benefit described herein.  Upon the
      Bank’s purchase of such contract and distribution of the contract to
      Executive or his Beneficiary, the Bank’s liability to provide the Monthly
      Benefit hereunder shall cease and such contract shall be the sole source
      of funds for providing such Monthly
Benefit.

              


      

      


      
        	
                3.

              	
                Required
      Provisions.

              


      

      


      (a)           The
Bank may terminate Executive’s employment at any time, but any termination by
the Bank other than Separation from Service for Cause as defined above shall not
prejudice Executive’s right to compensation or other benefits under this
Agreement.  Executive shall have no right to receive compensation or
other benefits for any period after Separation from Service for
Cause.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)           If
Executive is suspended from office and/or temporarily prohibited from
participating in the conduct of the Bank’s affairs by a notice served under
Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the
Federal Deposit Insurance Act (the “FDI Act”), the Bank’s obligations under this
Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings.  If the charges in the notice are dismissed,
the Bank may in its discretion (i) pay Executive all or part of the compensation
withheld while its contract obligations were suspended and (ii) reinstate (in
whole or in part) any of its obligations which were suspended.

      


      (c)           If
Executive is removed and/or permanently prohibited from participating in the
conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC
§1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the FDI Act, all obligations of
the Bank under this Agreement shall terminate as of the effective date of the
order, but vested rights of the contracting parties shall not be
affected.

      


      (d)           If
the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the
FDI Act, all obligations of the Bank under this Agreement shall terminate as of
the date of default, but this paragraph shall not affect any vested rights of
the contracting parties.

      


      (e)           All
obligations under this Agreement shall be terminated, except to the extent
determined that continuation of this Agreement is necessary for the continued
operation of the Bank, (i) by the Director of the Office of Thrift Supervision
(“OTS”) or his or her designee, at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Bank under the authority contained in
Section 13(c) [12 USC §1823(c)] of the FDI Act; or (ii) by the Director or
his or her designee at the time the Director or his or her designee approves a
supervisory merger to resolve problems related to operation of the Bank or when
the Bank is determined by the Director to be in an unsafe or unsound
condition.  Any rights of the parties that have already vested,
however, shall not be affected by such action.

      


      (f)           
Notwithstanding anything herein contained to the contrary, any payments to
Executive by the Company, whether pursuant to this Agreement or otherwise, are
subject to and conditioned upon their compliance with Section 18(k) of the FDI
Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder
in 12 C.F.R. Part 359.

      


      


      
        	
                4.

              	
                Claims.  In the
      event a claim for benefits is wholly or partially denied under this
      Agreement, the Executive or any other person claiming benefits under this
      Agreement (a “Claimant”) shall be given notice in writing within 30
      calendar days after the Administrator’s receipt of the
      claim.  For good cause shown, the Administrator may extend this
      period for an additional 30 calendar days.  Any denial must
      specifically set forth the reasons for the denial and any additional
      information necessary to rescind such denial.  The Claimant
      shall have the right to seek a review of the denial by filing a written
      request with the Administrator within 60 calendar days of receipt of the
      denial.  Such request may be supported by such documentation and
      evidence deemed relevant by the Claimant.  Following receipt of
      this information, the Administrator shall make a final determination and
      notify the Claimant in writing within 60 calendar days of the
      Administrator’s receipt of the request for review together with the
      specific reasons for the
decision.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                5.

              	
                General
      Assets and Funding.  The amounts
      payable under this Agreement are payable from the general assets of the
      Bank and no special fund or arrangement is intended to be established
      hereby nor shall the Bank be required to earmark, place in trust or
      otherwise segregate assets with respect to this Agreement or any benefits
      hereunder.  The Administrator reserves the right to determine
      how the Bank will fund its obligation undertaken by this
      Agreement.  Should the Administrator elect to purchase assets
      relating to this Agreement, in whole or in part, through the medium of
      life insurance or annuities, or both, the Bank shall be the owner and
      beneficiary of each such policy unless otherwise provided by this
      Agreement.  Bank reserves the absolute right, in its sole
      discretion, to terminate such life insurance or annuities, as well as any
      other investment program, at any time, in whole or in part unless
      otherwise provided by this Agreement.  Such termination shall in
      no way affect the Bank’s obligation to pay the Executive the benefits as
      provided in this Agreement.  At no time shall the Executive be
      deemed to have any right, title, or interest in or to any specific asset
      or assets of the Bank, including but not by way of restriction, any
      insurance or annuity contract and contracts or the proceeds
      therefrom.

              


      

      


      
        	
                6.

              	
                Certain
      Reductions.  Notwithstanding any other provision of this
      Agreement, if the value and amounts of benefits under this Agreement,
      together with any other amounts and the value of  benefits
      received or to be received by the Executive in connection with a Change in
      Control would cause any amount to be nondeductible for federal income tax
      purposes by the Bank or the consolidated group of which the Bank is a
      member pursuant to Section 280G of the Code, then amounts and benefits
      under this Agreement shall be reduced (not less than zero) to the extent
      necessary so as to maximize amounts and the value of benefits to the
      Employee without causing any amount to become nondeductible by Bank
      pursuant to or by reason of such Section 280G.  The Employee
      shall determine the allocation of such reduction among payments and
      benefits to the Employee.

              


      

      


      
        	
                7.

              	
                Beneficiary
      Designations.  The Executive shall designate a
      beneficiary by filing with Bank a written designation of beneficiary on a
      form substantially similar to the form attached as Exhibit
      A.  The Executive may revoke or modify the designation at any
      time by filing a new designation.  However, designations will
      only be effective if signed by the Executive and accepted by the Bank
      during the Executive’s lifetime.  The Executive’s beneficiary
      designation shall be deemed automatically revoked if the beneficiary
      predeceases the Executive, or if the Executive names a spouse as
      beneficiary and the marriage is subsequently dissolved.  If the
      Executive dies without a valid beneficiary designation, all payments shall
      be made to the Executive’s surviving spouse, if any, and if none, to the
      Executive’s surviving children and the descendants of any deceased child
      by right of representation, and if no children or descendants survive, to
      the Executive’s estate.

              


      

      


      If a
benefit is payable to a minor, to a person declared incompetent, or to a person
incapable of handling the disposition of his or her property, the Bank may pay
such benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent person or incapable person, or to a custodian
selected by the Bank under the Georgia Uniform Transfers to Minors Act for the
benefit of such minor.  The Bank may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit.  Such distribution shall completely discharge the Bank from
all liability with respect to such benefit.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                8.

              	
                Amendment and
      Termination.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Amendment.  The
      Bank may at any time amend the Agreement in whole or in part, provided,
      however, that no amendment shall decrease or restrict the amount accrued
      to the date of amendment.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Termination.  The
      Bank may at any time partially or completely terminate the Agreement, if,
      in its judgment, the tax, accounting, or other effects of the continuance
      of the Agreement, or potential payments thereunder, would not be in the
      best interests of the Bank.

              


      

      


      (i)               
 Partial
Termination.  In the event of a partial termination, the
Agreement shall continue to operate and be effective with regard to benefits
accrued prior to the effective date of such partial termination, but no further
benefits shall accrue after the date of such partial termination.

      


      (ii)             
  Complete
Termination.  Subject to the requirements of Code Section 409A,
in the event of complete termination, the Agreement shall cease to operate and
the Bank shall pay the Executive his Account as if he had terminated service as
of the effective date of the complete termination.  Such complete
termination of the Agreement shall occur only under the following circumstances
and conditions.

      


      (A)           The
Bank may terminate the Agreement within 12 months of a corporate dissolution
taxed under Code section 331, or with approval of a bankruptcy court pursuant to
11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement
are included in the Executive’s gross income in the latest of (i) the calendar
year in which the Agreement terminates; (ii) the calendar year in which the
amount is no longer subject to a substantial risk of forfeiture; or (iii) the
first calendar year in which the payment is administratively
practicable.

      


      (B)           The
Bank may terminate the Agreement within the 30 days preceding a Change in
Control (but not following a Change in Control), provided that the Agreement
shall only be treated as terminated if all substantially similar arrangements
sponsored by the Bank are terminated so that the Executive and all participants
under substantially similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within 12 months of the
date of the termination of the arrangements.

      


      (C)           The
Bank may terminate the Agreement provided that (i) all arrangements sponsored by
the Bank that would be aggregated with this Agreement under Treasury regulations
section 1.409A-1(c) if any individual; covered by this Agreement was also
covered by any of those other arrangements are also terminated; (ii) no payments
other than payments that would be payable under the terms of the arrangement if
the termination had not occurred are made within 12 months of the termination of
the arrangement; (iii) all payments are made within 24 months of the termination
of the arrangements; and (iv) the Bank does not adopt a new arrangement that
would be aggregated with any terminated arrangement under Treasury regulations
section 1.409A-1(c) if the same individual participated in both arrangements, at
any time within three years following the date of termination of the
arrangement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (D)           The
Bank may terminate the Agreement pursuant to such other terms and conditions as
the Internal Revenue Service may permit from time to time.

      


      
        	
                9. 

              	
                Miscellaneous.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Withholding.  To the
      extent amounts payable under this Agreement are determined by the
      Administrator, in good faith, to be subject to federal, state or local
      income tax, the Bank may withhold from each such payment an amount
      necessary to meet the Bank’s obligation to withhold amounts under the
      applicable federal, state or local
law.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Governing
      Law.  This
      Agreement shall be construed under the laws of the State of Georgia,
      except to the extent that federal law
applies.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Future
      Employment.  This
      Agreement shall not be construed as providing the Executive the right to
      be continued in the employ of the Bank or its affiliates or
      subsidiaries.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                No
      Pledge or Attachment.  No benefit
      which is or may become payable under this Agreement shall be subject to
      any anticipation, alienation, sale, transfer, pledge, encumbrance or
      hypothecation or subject to any attachment, levy or similar process and
      any attempt to effect any such action shall be null and
    void.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Successors
      and Assigns. This Agreement and the
      obligations of the Bank herein shall be binding upon the successors and
      assigns of the Bank.  This Agreement may not be assigned by the
      Bank without the prior written consent of the Executive or any other
      beneficiary receiving payments under this
  Agreement.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Participation
      in Plans. Nothing contained
      in this Agreement shall be construed to alter, abridge, or in any manner
      affect the rights and privileges of the Executive to participate in and be
      covered by any pension, profit sharing, group insurance, bonus, incentive,
      or other employee plans which the Bank or its affiliates or subsidiaries
      may now or hereafter have.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Notices.  Any notices
      under this Agreement shall be provided to the Executive at his last
      address on file with the Administrator and shall be provided to the
      Administrator in care of President, Atlantic Coast Federal, 505 Haines
      Avenue, Waycross,
Georgia  31501.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (h)

              	
                Headings.  Headings
      of sections herein are inserted for convenience of
      reference.  They  are not to be considered in the
      construction of this Agreement.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Savings
      Clause.  If any
      provision of this Agreement shall be for any reason invalid or
      unenforceable, the remaining provisions shall be carried into
      effect.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                Entire
      Agreement.  This Agreement constitutes the entire
      agreement between the Bank and the Executive as to the subject matter
      hereof. No rights are granted to the Executive be virtue of this Agreement
      other than as specifically set forth
herein.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Suicide.
      No benefits shall be payable if the Executive commits suicide within two
      (2) years after the date of this Agreement, or if the Executive has made
      any material misstatement of fact on any application for life insurance
      purchased by the Bank

              


      

      


      
        	
                 
      

              	
                (l)

              	
                Top
      Hat Agreement. For purposes of the Internal Revenue Code, the Bank
      intends this Agreement to be an unfunded, unsecured promise to pay on the
      part of the Bank. For purposes of ERISA, the Bank intends this Agreement
      to be an unfunded obligation solely for the benefit of the Executive for
      the purpose of qualifying this Agreement for the “top hat” exception under
      sections 201(2), 301(a)(3) and 401(a) of
ERISA.

              


      

      


      The
parties have caused this Agreement to be executed and delivered as of the date
first above written.

      


      
        
          
            
              
                
                  
                    
                      	 
      	 	
                              ATLANTIC
      COAST BANK

                            
	 
      	 	
                               
      

                            	 
      
	 
      	 	 
      	 
      
	
                              August 4, 2008

                            	 	
                              By:

                            	
                              /s/ Robert J. Larison,
  Jr.

                            
	
                              Date

                            	 	
                              Name:

                            	
                              Robert
      J. Larison, Jr.

                            
	 
      	 	
                              Title:

                            	
                              President
      and Chief Executive Officer

                            
	 
      	 	 
      	 
      
	 
      	 	
                              EXECUTIVE

                            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
                              August 4, 2008

                            	 	
                              /s/ Carl W. Insel

                            
	
                              Date

                            	 	
                              Carl
      W.
Insel

                            


                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AMENDED
AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT

      


      EXHIBIT
A

      BENEFICIARY
DESIGNATION

      


      In
accordance with the terms of the Amended and Restated Supplemental Retirement
Agreement, I hereby designate the following Beneficiary(ies) to receive any
death benefits under the Agreement:

      


      PRIMARY
BENEFICIARY:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Name:

                                  	 
      	 
      	 	
                                    %
      of Benefit:

                                  	 	 
      
	 
      	 
      	 
      	 	
                                     
      

                                  	 	 
      
	
                                    Name:

                                  	 
      	 
      	 	
                                    %
      of Benefit:

                                  	 	 
      
	 
      	 
      	 
      	 	
                                     
      

                                  	 	 
      
	
                                    Name:

                                  	 
      	 
      	 	
                                    %
      of Benefit:

                                  	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      SECONDARY
BENEFICIARY (if all Primary Beneficiaries pre-decease the
Executive):

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name:

                                	 
      	 
      	 	
                                  %
      of Benefit:

                                	 	 
      
	 
      	 
      	 
      	 	
                                   
      

                                	 	 
      
	
                                  Name:

                                	 
      	 
      	 	
                                  %
      of Benefit:

                                	 	 
      
	 
      	 
      	 
      	 	 
      	 	 
      
	
                                  Name:

                                	 
      	 
      	 	
                                  %
      of Benefit:

                                	 	 
      


                        

                      

                    

                  

                

              

            

          

        

      

      


      


      This
Beneficiary Designation hereby revokes any prior Beneficiary Designation which
may have been in effect and this Beneficiary Designation is
revocable.

      


      


      
        
          
            
              	 
      	 
      	 
      
	
                      Date

                    	 
      	
                      Carl
      W. Insel