Unassociated Document


    
      

    

    Exhibit
10.6

    


    ATLANTIC
COAST FEDERAL CORPORATION

    AMENDED
AND RESTATED

    2005
DIRECTOR DEFERRED FEE PLAN

    W
I T N E S S E T H :

     

    WHEREAS, Atlantic Coast
Federal Corporation (the “Company”) previously established The Executive
Nonqualified Excess Plan, effective August 1, 2002, which was amended and
restated on November 3, 2005, into the 2005 Executive Nonqualified Excess Plan
(together, the “Prior Plan”); and

     

    WHEREAS, the Prior Plan was
intended to enable members of the Company’s Board of Directors (“Directors”) to
share in the growth and success of the Company in a tax deferred manner by
deferring the receipt of their fees for service on the Board, and investing such
amounts, in the discretion of the Director, in any permissible investment
alternative other than Company common stock; and

     

    WHEREAS, Section 409A of the
Internal Revenue Code of 1986, as amended (“Code”), requires that certain types
of deferred compensation arrangements comply with its terms or subject the
recipients of such compensation to current taxes and penalties; and

     

    WHEREAS, final Treasury
Regulations under Code Section 409A, that were issued in April, 2007, require
that nonqualified deferred compensation arrangements must be amended to comply
with such final Treasury Regulations not later than December 31, 2008;
and

     

    WHEREAS, the Company now
wishes to amend and restate the Prior Plan in the manner set forth herein in
order to conform to the final Treasury Regulations under Code Section 409A and
to rename the Prior Plan as the Amended and Restated 2005 Director Deferred Fee
Plan (the “Plan”).

     

    NOW, THEREFORE, the Prior Plan
is hereby amended and restated as follows:

     

    ARTICLE
I

    PURPOSE

     

    The
purpose of this Plan is to provide current tax planning opportunities as well as
supplemental funds for retirement or death for eligible directors of the
Company.  The Plan shall be effective January 1,
2005.  The Plan is not intended to be a tax-qualified retirement plan
under Section 401(a) of the Internal Revenue Code of 1986 (the
“Code”).  The Plan is intended to comply with Code Section 409A and
any regulatory or other guidance issued under such Section.  Any terms
of the Plan that conflict with Code Section 409A shall be null and void as
of the effective date of the Plan.

     

    ARTICLE
II

    DEFINITIONS

     

    For the
purposes of the Plan, the following terms may have the meanings indicated,
unless the context clearly indicates otherwise:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.1       
     Account.  “Account”
means the Account as maintained by the Company in accordance with
Article IV with respect to any deferral of Compensation pursuant to the
Plan.  A Director’s Account shall be utilized solely as a device for
the determination and measurement of the amounts to be paid to the Director
pursuant to the Plan.  A Director’s Account shall not constitute or be
treated as a trust fund of any kind.

     

    2.2          
  Beneficiary. 
“Beneficiary”  means
the person or persons (and their heirs) designated as Beneficiary by the
Director on the form set forth as Exhibit A hereto to whom the deceased
Director’s benefits are payable.  If no Beneficiary is so designated,
then the Director’s spouse, if living, will be deemed the
Beneficiary.  If the Director’s spouse is not living, then the
children of the Director will be deemed the Beneficiaries and will take on a
per stirpes
basis.  If there are no living children, then the estate of the
Director will be deemed the Beneficiary.

     

    2.3         
   Board.  “Board”
means the Board of Directors of the Company.

     

    2.4      
      Change in
Control.  (a)           “Change
in Control” shall mean (i) a change in the ownership of the Company, (ii) a
change in the effective control of the Company, or (iii) a change in the
ownership of a substantial portion of the assets of the Company, as described
below.  Notwithstanding anything herein to the contrary, the
reorganization of the Company by way of a second step conversion shall not be
deemed to be a Change in Control.

     

    (b)           A
change in the ownership of a corporation 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 Company that,
together with stock held by such person or group, constitutes more than 50
percent of the total fair market value or total voting power of the stock of
such corporation.  For these purposes, a change in ownership will not
be deemed to have occurred if no stock of the Company is
outstanding.

     

    (c)           A
change in the effective control of the 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)(v)(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 Company possessing 30 percent
or more of the total voting power of the stock of such Company, or (ii) a
majority of the members of the 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 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 Company is another
corporation.

     

    (d)           A
change in a substantial portion of the 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 Company that have a total gross fair market value
equal to or more than 40 percent of the total gross fair market value of (i) all
of the assets of the 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 proposed
regulations are superseded by subsequent guidance.

     

    
      
         


      

      
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    2.5      
      Code.  “Code”
means the Internal Revenue Code of 1986, as amended.

     

    2.6        
    Committee.  “Committee”
means the Committee appointed to administer the Plan pursuant to
Article VI.

     

    2.7        
    Compensation.  “Compensation”
means Board fees and/or any annual cash incentive to which the Director becomes
entitled during the Deferral Period and which is reportable annually to the
Director on Form 1099.

     

    2.8        
    Deferral
Agreement.  “Deferral
Agreement” means the agreement attached as Exhibit B hereto, filed by a Director
in which the Director elects to defer the receipt of Compensation during a
Deferral Period.  The Deferral Agreement must be filed with the
Committee prior to the beginning of the Deferral Period.  A new
Deferral Agreement or Notice of Adjustment of Deferral may be submitted by the
Director for each Deferral Commitment.   If the Director fails to
submit a new Deferral Agreement or Notice of Adjustment of Deferral prior to the
beginning of a Deferral Period, deferrals for such period shall be made in
accordance with the last submitted Deferral Agreement.

     

    2.9      
      Deferral
Commitment.  “Deferral
Commitment” means an election to defer Compensation made by a Director pursuant
to Article III and for which a separate Deferral Agreement has been
submitted by the Director to the Committee.  Each Deferral Commitment
during the Deferral Period shall be for a full Plan Year, provided, however that
the first Deferral Commitment will be for the number of months remaining in the
Plan Year after the Deferral Commitment is initially signed (unless the Deferral
Commitment is signed in December of the year before initial participation) and
the final Deferral Commitment will be for the lesser of (i) 12 months or (ii)
the number of full months that the Director is in the service of the Company in
the year of such Director’s Separation from Service.  Notwithstanding
anything herein to the contrary, no Deferral Commitments will continue following
Separation from Service

     

    2.10           Deferral
Period.  “Deferral
Period” means the period of months over which a Director has elected to defer a
portion of his Compensation.

     

    2.11           Director.  “Director”
means a non-employee director who has elected to become a party to the Plan by
execution of a Deferral Agreement in a form provided by the
Company.

     

    2.12           Disability.  A
Director shall be considered “disabled” if the Director:

     

    (a)   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;
or

     

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

     


    
      
         


      

      
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    2.13           Notice of Adjustment of
Deferral.  “Notice
of Adjustment of Deferral” means the Notice which the Director may submit for
Plan Years following the initial Deferral Agreement.  The Notice of
Adjustment of Deferral attached as Exhibit C hereto shall set forth the
Director’s elections with respect to deferrals for subsequent Plan
Years.

     

    2.14           Payout
Period.  “Payout
Period” means the period over which certain benefits payable hereunder shall be
distributed as designated in the Director’s Deferral Agreement.

     

    2.15           Plan
Year.  “Plan
Year” means the period from January 1 to December 31.

     

    2.16           Separation from
Service.  “Separation
from Service” means the Director’s death, retirement or other termination of
service with the Company.  For all purposes hereunder, Separation from
Service shall have the meaning set forth in Code Section 409A.

    


    2.17           Unforeseeable
Emergency.  “Unforeseeable
Emergency” means a severe financial hardship to the Director resulting from (i)
an illness or accident of the Director, the Director’s spouse, or the Director’s
dependent (as defined in Code Section 152(a)); (ii) loss of the Director’s
property due to casualty; or (iii) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the Director’s
control.  The term “Unforeseeable Emergency” shall be construed
consistent with Code Section 409A and the Treasury Regulations and other
guidance issued thereunder.

     

    2.18           Valuation
Date.  “Valuation
Date” means the last day of each Plan Year and such other dates as determined
from time to time by the Committee.

     

    ARTICLE
III

    PARTICIPATION AND DEFERRAL
COMMITMENTS

     

    3.1        
    Eligibility and
Participation.

     

    (a)   Eligibility.  Eligibility
to participate in the Plan shall be limited to Directors.

     

    (b)   Participation.  A
Director may elect to participate in the Plan with respect to any Deferral
Period by submitting, as to the initial Deferral Period, a Deferral Agreement
or, as to subsequent Deferral Periods, a Notice of Adjustment of
Deferral.  Said Deferral Agreement or Notice of Adjustment of Deferral
shall be submitted to the Committee by December 15 of the calendar year
immediately preceding the Deferral Period.  If a Director fails to
submit a Notice of Adjustment of Deferral for a Deferral Period, the Committee
shall treat the previously submitted Deferral Agreement or Notice of Adjustment
of Deferral as still in effect.  The initial Deferral Agreement must
be submitted to the Committee no later than thirty (30) days after the Director
first becomes eligible to participate, and such Deferral Agreement shall be
effective only with regard to Compensation earned or payable following the
submission of the Deferral Agreement to the Committee.

     

    3.2    
        Form of
Deferral.  A
Director may elect in the Deferral Agreement to defer up to 100% of his
Compensation for the Deferral Period following the submission of the Director’s
Deferral Agreement or Notice of Adjustment of Deferral.

     

    
      
         


      

      
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    3.3        
    Irrevocability of Deferral
Commitment.  A
Deferral Commitment made with respect to a Plan Year shall be irrevocable for
the entire Plan Year, except in the event of a distribution due to an
Unforeseeable Emergency, occurring during the Plan Year.

     

    ARTICLE
IV

    DEFERRED COMPENSATION
ACCOUNTS

     

    4.1           Accounts.  For
recordkeeping purposes only, an Account shall be maintained for each
Director.  Separate subaccounts shall be maintained to the extent
necessary to properly reflect the Director’s separate year Deferral
Commitments.

     

    4.2       
     Elective Deferred
Compensation.  The
amount of Compensation that a Director elects to defer shall be withheld from
each payment of Compensation and credited to the Director’s Account as the
nondeferred portion of the Compensation becomes or would have become
payable.  Any withholding of taxes or other amounts with respect to
deferred Compensation which is required by federal (including, but not limited
to Code Section 3121(v)(2)), state or local law shall be withheld from the
Director’s nondeferred Compensation.

     

    4.3       
     Determination of
Accounts.  During
a Director’s period of service, each Director’s Account as of each Valuation
Date will consist of the balance of the Director’s Account as of the immediately
preceding Valuation Date, increased by Compensation deferred pursuant to a
Deferral Commitment and earnings, and decreased by distributions made since the
prior Valuation Date.

     

    4.4      
      Crediting of
Earnings.  During
a Director’s service on the Board, the Committee will credit the Director’s
Account with a deemed investment return determined as if the Account were
invested in one or more investment funds selected by the
Committee.  The Director shall advise the Committee with respect to
the investment funds in which his Account shall be deemed to be
invested.  Such requests for investments shall be made in the manner
prescribed by the Committee.  The investment requests from the
Director shall remain in effect until a new request is made by the
Director.  In the event the Director fails to request specific deemed
investments, the Committee shall use its sole discretion to determine the deemed
investments.  Notwithstanding the preceding, no investments shall be
permitted hereunder in Company stock.

     

    4.5      
      Vesting of
Accounts.  A
Director shall be one hundred percent (100%) vested at all times in the
Compensation deferred under the Plan and earnings thereon.

     

    4.6       
     Statement of
Accounts.  The
Committee shall provide to each Director, within sixty (60) days following the
end of the Plan Year, a statement setting forth the balance to the credit of the
Account maintained for the Director as of the immediately preceding Valuation
Date.

     

    ARTICLE
V

    PLAN
BENEFITS

     

    5.1       
     Benefit Payment Upon
Separation from Service.  Unless
the Director has designated a specified date for payments to be made, upon a
Director’s Separation from Service for reasons other than death or Disability,
the Director shall be entitled to a distribution of his Account payable in the
manner set forth in the Director’s Deferral Agreement or Transition Year
Election Form (Exhibit D hereto).  If the Director has not specified
an alternative time and form of payment on his or her Deferral Agreement or
Transition Year Election Form, such payment shall be made in a lump sum within
thirty (30) days after the Director’s Separation from Service.

     

    
      
         


      

      
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    5.2     
       Benefit Payment on a
Specified Date.  A
Director may elect in his Deferral Agreement or on a Transition Year Election
Form (Exhibit D hereto) to have payments from his Account commence prior to
Separation from Service at a specified date set forth in the Deferral Agreement
or Transition Year Election Form.  Such specified date may be before
or after the Director’s Separation from Service.  However, if a
Director fails to designate a specified date, payments will be made upon the
earliest of Director’s Separation from Service, death or
Disability.

     

    5.3          
  Death
Benefit.  Upon
the death of a Director, the Company shall pay to the Director’s Beneficiary an
amount determined as follows:

     

    (a)  
If the Director dies after Separation from Service with the Company, and after
commencement of distributions, the remaining unpaid balance of the Director’s
vested Account shall be paid in the same form that payments were being made
prior to the Director’s death.  If the Director dies after Separation
from Service but before any distributions begin, his Beneficiary shall receive a
lump sum payment of the Director’s Account balance.  Such payment to
the Beneficiary shall completely discharge the Company’s obligations under the
Plan.

     

    (b)  
If the Director dies prior to Separation from Service with the Company, his
Account shall be paid over the Payout Period in the manner selected by the
Director in his Deferral Agreement or Transition Year Election
Form.  If the Director fails to specify a form of payment, his
Beneficiary shall receive a lump sum payment of the Director’s Account
Balance.

     

    5.4    
        Disability
Benefit.  In the
event of the Director’s Disability prior to Separation from Service, his Account
shall be paid in accordance with the Director’s Deferral Agreement or Transition
Election Form.  If the Director fails to designate a time and form of
payment due to Disability, his Account shall be paid at the specified time or
upon Separation from Service, as elected in the Director’s Deferral Agreement or
Transition Election Form, provided, however, if the Director does not have a
Deferral Agreement or Transition Election Form in effect, his Account shall be
paid in a lump sum within 30 days after his Separation from Service due to
Disability.

     

    5.5       
     Distribution upon a Change
in Control.  In
the event of a Change in Control of the Company, a Director’s Account will be
paid to the Director, irrespective of whether the Director incurs a Separation
from Service, in accordance with the Director’s Deferral Agreement or Transition
Election Form.  If the Director fails to designate a different payment
form upon Change in Control, his Account shall be paid at the specified time or
upon Separation from Service as elected in the Director’s Deferral Agreement or
Transition Election Form, provided, however, if the Director does not have a
Deferral Agreement or Transition Election Form in effect, his Account shall be
paid in a lump sum within 30 days after the Change in Control.

     

    
      
         


      

      
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    5.6      
      Hardship
Distributions.  Upon
a finding that a Director has suffered an Unforeseeable Emergency, the Committee
may, in its sole discretion, make distributions from the Director’s Account
prior to the time specified for payment of benefits under the
Plan.  The amount of such distribution shall be limited to the amount
necessary to satisfy the emergency, plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution.  The amounts
necessary to satisfy the emergency will be determined after taking into account
the extent to which the hardship is, or can be, relieved through reimbursement
or compensation by insurance or otherwise, or by liquidation of the Director’s
assets, to the extent that the asset liquidation would not itself cause a severe
financial hardship.  In the event of a hardship distribution, a
Director’s Deferral Commitment for the Plan Year may cease at the election of
the Director and no further deferrals shall be required of the Director for such
Plan Year.

     

    5.7   
         Commencement of Payments;
Automatic Cash Outs.  Except
as otherwise may be required pursuant to Code Section 409A, payments under the
Plan shall commence within thirty (30) days of the event which triggers
distribution (or if later, within thirty (30) days of when the Company becomes
aware or should reasonably have become aware of the event that triggers
distribution).  Notwithstanding anything herein to the contrary, if
the Director’s Account (when added together with all of his benefits under all
nonqualified deferred compensation plans maintained by the Company) is $10,000
or less at the time of the distribution event, payment shall be made in a lump
sum, even if the Director’s Deferral Agreement specifies a different form of
payment, and such payment shall be made before the later of (i) December 31 of
the year in which the Director terminates service with the Company or (ii) the
15th
day of the third month following the Director’s termination of service with the
Company.

     

    5.8      
      Modification of Deferral
Election.  Except
for timely elections made on a Transition Year Election Form, in the event a
Director desires to modify the time or form (e.g., from installments to
lump sum or vice versa) of distribution of his Account (or any sub-account), the
Director may do so by filing a Notice of Adjustment of Deferral, provided
that:

     

    (a)           the
subsequent election shall not be effective for at least 12 months after the date
on which the subsequent election is made;

     

    (b)           except
for payments upon the Director’s death, Disability or upon an Unforeseeable
Emergency, the first of a stream of payments for which the subsequent election
is made shall be deferred for a period of not less than five (5) years from the
date on which such payment would otherwise have been made;

     

    (c)           for
payments scheduled to be made on a specified date or to commence under a fixed
schedule, the subsequent election must be made at least 12 months before the
date of the first scheduled payment.

     

    ARTICLE
VI

    ADMINISTRATION

     

    6.1        
    Committee;
Duties.  The
Plan shall be administered by the Committee, which shall be appointed by the
Board.  The Committee shall have the authority to make, amend,
interpret, and enforce all appropriate rules and regulations for the
administration of the Plan and decide or resolve any and all questions,
including interpretations of the Plan, as may arise in connection with the
Plan.  A majority vote of the Committee members shall control any
decision.

     

    
      
         


      

      
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    6.2     
       Agents.  The
Committee may, from time to time, employ other agents and delegate to them such
administrative duties as it sees fit, and may from time to time consult with
counsel who may be counsel to the Company.

     

    6.3       
     Binding Effect of
Decisions.  The
decision or action of the Committee in respect to any question arising out of or
in connection with the administration, interpretation and application of the
Plan and the rules of regulations promulgated hereunder shall be final,
conclusive and binding upon all persons having any interest in the
Plan.

      

    6.4     
       Indemnity of
Committee.  The
Company shall indemnify and hold harmless the members of the Committee against
any and all claims, loss, damage, expense or liability arising from any action
or failure to act with respect to the Plan, except in the case of gross
negligence or willful misconduct.

     

    ARTICLE
VII

    CLAIMS
PROCEDURE

     

    7.1        
    Claim.  Any
person claiming a benefit, requesting an interpretation or ruling under the
Plan, or requesting information under the Plan shall present the request in
writing to the Committee, which shall respond in writing within thirty (30)
days.

     

    7.2       
     Denial of
Claim.  If
the claim or request is denied, the written notice of denial shall
state:

     

    (a)           The
reasons for denial, with specific reference to the Plan provisions on which the
denial is based.

     

    (b)           A
description of any additional material or information required and an
explanation of why it is necessary.

     

    (c)           An
explanation of the Plan’s claim review procedure.

     

    7.3        
    Review of
Claim.  Any
person whose claim or request is denied or who has not received a response
within thirty (30) days may request review by notice given in writing to the
Committee.  The claim or request shall be reviewed by the Committee
who may, but shall not be required to, grant the claimant a
hearing.  On review, the claimant may have representation, examine
pertinent documents, and submit issues and comments in writing.

     

    7.4      
      Final
Decision.  The
decision on review shall normally be made within sixty (60) days.  If
an extension of time is required for a hearing or other special circumstances,
the claimant shall be notified and the time limit shall be one hundred twenty
(120) days.  The decision shall be in writing and shall state the
reasons and the relevant Plan provisions.

     

    7.5     
       Arbitration.  If
a claimant continues to dispute the benefit denial based upon completed
performance of the Plan and the Deferral Agreement or the meaning and effect of
the terms and conditions thereof, then the claimant may submit the dispute to
mediation, administered by the American Arbitration Association (“AAA”) (or a
mediator selected by the parties) in accordance with the AAA’s Commercial
Mediation Rules.  If mediation is not successful in resolving the
dispute, it shall be settled by arbitration administered by the AAA under its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction
thereof.

     

    
      
         


      

      
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    ARTICLE
VIII

    AMENDMENT AND TERMINATION OF
PLAN

     

    8.1         
   Amendment.  The
Board may at any time amend the Plan in whole or in part, provided, however,
that no amendment shall be effective to decrease or restrict the amount accrued
to the date of amendment in any Account maintained under the Plan.

     

    8.2        
    Company’s Right to
Terminate.  The
Board may at any time partially or completely terminate the Plan if, in its
judgment, the tax, accounting, or other effects of the continuance of the Plan,
or potential payments thereunder, would not be in the best interests of the
Company.

     

    (a)   Partial
Termination.  The Board may partially terminate the Plan by
instructing the Committee not to accept any additional Deferral
Commitments.  In the event of such a partial termination, the Plan
shall continue to operate and be effective with regard to Deferral Commitments
entered into prior to the effective date of such partial
termination.

     

    (b)   Complete
Termination.  The Board may completely terminate the Plan by
instructing the Committee not to accept any additional Deferral Commitment, and
by terminating all ongoing Deferral Commitments.  Subject to the
requirements of Code Section 409A, in the event of complete termination, the
Plan shall cease to operate and the Company shall pay out to each Director his
Account as if that Director had terminated service as of the effective date of
the complete termination.  Such complete termination of the Plan shall
occur only under the following circumstances and conditions.

     

    (1)           The
Board may terminate the Plan 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 deferred under the Plan are
included in each Director’s gross income in the latest of (i) the calendar year
in which the Plan 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.

     

    


    (2)           The
Board may terminate the Plan by irrevocable Board action taken within the 30
days preceding a Change in Control (but not following a Change in Control),
provided that the Plan shall only be treated as terminated if all substantially
similar arrangements sponsored by the Company are terminated so that the
Directors 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.

     

    
      
         


      

      
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    (3)           The
Board may terminate the Plan provided that (i) the termination and liquidation
does not occur proximate to a downturn in the financial health of the Company;
(ii) all arrangements sponsored by the Company that would be aggregated with
this Plan under Treasury Regulations section 1.409A-1(c) if any Director covered
by this Plan was also covered by any of those other arrangements are also
terminated; (iii) 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; (iv) all payments are made
within 24 months of the termination of the arrangements; and (v) the Company
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 Director
participated in both arrangements, at any time within three years following the
date of termination of the arrangement.

     

    (4)           The
Board may terminate the Plan pursuant to such other terms and conditions as the
Internal Revenue Service may permit from time to time.

    
ARTICLE
IX

    MISCELLANEOUS

    


    9.1         
   Unfunded Plan.
 The
Plan is intended to be an unfunded plan maintained primarily to provide deferred
compensation benefits for non-employee Directors.  The Plan is not
intended to create an investment contract, but to provide tax planning
opportunities and retirement benefits to Directors who have elected to
participate in the Plan.

    


    9.2      
      Unsecured General
Creditor.  Directors
and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interest or claims in any property or assets of the Company,
nor shall they be Beneficiaries of, or have any rights, claims or interests in
any life insurance policies, annuity contracts or the proceeds therefrom owned
or which may be acquired by the Company.  Such policies or other
assets of the Company shall not be held under any trust for the benefit of
Directors, their Beneficiaries, heirs, successors or assigns, or held in any way
as collateral security for the fulfilling of the obligations of the Company
under the Plan.  Any and all of the Company’s assets and policies
shall be, and remain, the general, unpledged, unrestricted assets of the
Company.  The Company’s obligation under the Plan shall be that of an
unfunded and unsecured promise of the Company to pay money in the
future.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    9.3      
      Trust
Fund.  The
Company shall be responsible for the payment of all benefits provided under the
Plan.  At its discretion, the Company may establish one or more
trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits.  Such trust or trusts may
be irrevocable, but the assets thereof shall be subject to the claims of the
Company’s creditors.  To the extent any benefits provided under the
Plan are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.

     

    9.4      
      Payment to Director, Legal
Representative or Beneficiary.  Any
payment to any Director or the legal representative, Beneficiary, or to any
guardian or committee appointed for such Director or Beneficiary in accordance
with the provisions hereof, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Company, which may require the
Director, legal representative, Beneficiary, guardian or committee, as a
condition precedent to such payment, to execute a receipt and release thereof in
such form as shall be determined by the Company.

     

    9.5     
       Nonassignability.  Neither
a Director nor any other person shall have any right to commute, sell, assign,
transfer, hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and nontransferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Director or any other person, nor be transferable
by operation of law in the event of a Director’s or any other person’s
bankruptcy or insolvency.

     

    9.6    
        Terms.  Whenever
any words are used herein in the masculine, they shall be construed as though
they were used in the feminine in all cases where they would so apply; and
whenever any words are used herein in the singular or in the plural, they shall
be construed as though they were used in the plural or the singular, as the case
may be, in all cases where they would so apply.

     

    9.7        
    Captions.  The
captions of the articles, sections and paragraphs of the Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

     

    9.8    
        Governing
Law.  The
provisions of the Plan shall be construed and interpreted according to the laws
of the State of Georgia.

     

    9.9     
       Validity.  In
case any provision of the Plan shall be held illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts hereof, but
the Plan shall be construed and enforced as if such illegal and invalid
provision had never been inserted herein.

     

    9.10           Notice.  Any
notice or filing required or permitted to be given to the Committee under the
Plan shall be sufficient if in writing and hand delivered, or sent by registered
or certified mail, to any member of the Committee, the Plan Administrator, or
the Secretary of the Company.  Such notice shall be deemed given as of
the date of delivery or, if delivery is made by mail, as of the date shown on
the postmark on the receipt for registration or certification.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    9.11           Successors.  The
provisions of the Plan shall bind and inure to the benefit of the Company and
its successors and assigns.  The term “successors” as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of the Company, and successors of any such corporation
or other business entity.

     

    9.12           Compliance with Section 409A
of the Code.The Plan
is intended to be a non-qualified deferred compensation plan described in
Section 409A of the Code.  The Plan shall be operated, administered
and construed to give effect to such intent.  To the extent that a
provision of the Plan fails to comply with Code Section 409A and a construction
consistent with Code Section 409A is not possible, such provision shall be void ab initio.  In
addition, the Plan shall be subject to amendment, with or without advance notice
to interested parties, and on a prospective or retroactive basis, including but
not limited to amendment in a manner that adversely affects the rights of
Directors and other interested parties, to the extent necessary to effect such
compliance.

    


     

    [Signature
page follows]

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, and
pursuant to resolution of the Board of Directors of the Company, the Company has
caused this amended and restated to be executed by its duly authorized officers
on the date set forth below.

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 	ATLANTIC
      COAST FEDERAL CORPORATION
	 
      	 	 	 
      	 
      
	 
      	 	 	 
      	 
      
	
                                  October 30, 2008

                                	 	 	
                                  By:

                                	
                                  /s/ Robert J. Larison,
  Jr.

                                
	
                                  Date

                                	 	 	
                                  Robert
      J. Larison, Jr., President and

                                
	 
      	 	 	
                                  Chief
      Executive
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    NON-EQUITY
PLAN

    Exhibit
A

     

    ATLANTIC
COAST FEDERAL CORPORATION

    AMENDED
AND RESTATED

    2005
DIRECTORS DEFERRED FEE PLAN

     

    BENEFICIARY
DESIGNATION

    
      
        
 

        
          
            
              	
                      Name:

                    	
                        

                    


            

          

        

         
I hereby
designate the following Beneficiary(ies) to receive any guaranteed payments or
death benefits under such Plan, following my death:

      
         

        PRIMARY
BENEFICIARY:

        
          


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      
	 	 	 	 
	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      
	 	 	 	 
	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

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

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            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

                      	 
      	
                        Director

                      	 
      


              

            

          

        

        

          
            
               


            

            
              A-1

              
                

              

            

            
               


            

          

        

      

    

     

    NON-EQUITY
PLAN

    Exhibit
B

     

    ATLANTIC
COAST FEDERAL CORPORATION

    AMENDED
AND RESTATED

    2005
DIRECTORS DEFERRED FEE PLAN

     

    INITIAL
DEFERRAL AGREEMENT

    


    
       

      
        
          
            
              
                	
                        Name
      of Director:

                      	 
      


              

            

          

        

      

       

       

    

    This Agreement shall become effective
for the first fee period that commences on or after the January 1 that next
follows the date the Agreement is filed with the Company.  If the
Director first becomes eligible to participate in the Plan during a Plan Year,
but after January 1 of that Plan Year, this Agreement shall be effective as of
the first fee period next following the later of the date he/she is eligible to
enter the Plan or the date the Committee receives an executed copy of this
Agreement.  This Agreement shall continue in effect, unless modified
or revoked by the Director, until the Director terminates his/her service with
the Company.

    
      


      
        	
                 
      

              	
                This
      election applies to Compensation earned on and after
      ______________________.

              


      

      (enter
month, date and year)

      


      
        
          	
                	
                  1)

                	
                  Deferral of
      Compensation:

                


        

      

      


      
        	
                 
      

              	
                I
      hereby agree to defer my Compensation from the Company as
      follows:

              


      

      


      A.        
   Deferral of Director’s Fees:

      


      
        r           
Percentage:
_____%
from each fee or payment

      

      


      
        r           
Fixed
Amount: $_________
from each fee or payment

      

      


      
        r            No
deferral

      

      


      B.          
 Deferral of Annual Cash Incentive:

      
        


        
          r           
Percentage:
_____%
from each fee or payment

        

        


        
          r           
Fixed
Amount: $_________
from each fee or payment

        

        


        r      
     No deferral

         

      

    

    2)       
     Distribution Elections must
be made not later than December 31, 2008, or the last day of the applicable Code
Section 409A “transition period,” or if later, within thirty days after the
Director first becomes eligible to participate in the Plan.

    


    I understand and agree that all Plan
benefits shall be paid at the time and in the form I select below, and that such
election shall be irrevocable with
respect to such Plan year.  I also understand and agree that if I fail
to select a time and form of benefit payment, I will be paid a lump
sum.  I also understand and agree that my Account shall be distributed
within 30 days after the event giving rise to the distribution.

    


    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

     

    Please Select either (A) or
(B) below:

    


    r           (A)           Fixed
Distribution Schedule or Specified Date

    


    I hereby
elect to receive (or begin to receive) my payments on _________________________
(enter month, date and year).

     

    Further,
I hereby elect to receive the amount of my Account in the following form (check
one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

    


    r           (B)           Separation
from Service

    


    In the event of my Separation from
Service, I hereby elect to receive my Account in the following form (check
one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

    


    3)           Optional
Elections:    [Only complete if you desire a
different distribution upon the occurrence of one of the following events other
than what you selected under 2(A) or (B) above]

    


    Notwithstanding
the foregoing, in the event of my Disability, death prior to Separation from
Service, or in the event of a Change in Control of the Company, I hereby elect
the following alternative distribution forms which will be paid (or begin to be
paid) within 30 days of the Disability, death or Change in Control.  I
understand that these elections are optional, and that if not made, any relevant
distribution will be made in accordance with my selection under 2(A) or (B)
above:

    


    r           (A)           Disability

    


    In the event that my service on the
Board is terminated on account of my Disability, I hereby elect to receive my
Account in the following form (check one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

     

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    r           (B)           Death

    


    In the event of my death prior to
Separation from Service, I hereby elect that my Account be distributed to my
Beneficiary(ies) in the following form (check one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

    


    r           (C)           Change
in Control

    


    In the event of a Change in Control of
the Company, I hereby elect to receive my Account in the following form (check
one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

    


    
       

      
        
          
            
              
                
                  	
                           

                        	 
      	 
      
	
                          Date

                        	 
      	
                          Director’s
      Signature

                        


                

              

            

          

        

      

      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 	ATLANTIC COAST FEDERAL
      CORPORATION 
	 	 	 
	 	 	 
	 
      	 
      	 
      
	
                                  Date

                                	 
      	
                                  Signature
      of Company
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


    EQUITY
PLAN

    Exhibit
C

    ATLANTIC
COAST FEDERAL CORPORATION

    AMENDED
AND RESTATED

    2005
DIRECTORS DEFERRED FEE PLAN

    


    NOTICE
OF ADJUSTMENT OF DEFERRAL

    
      
         

        
          
            
              
                
                  	
                          Name
      of Director:

                        	 
      


                

              

            

          

        

         

         

      

    

    I hereby
adjust the amount of my Compensation deferral.  This notice is
submitted fifteen (15) days prior to January 1st, and shall become
effective January 1st, as specified below.

    


    This
deferral election applies to Compensation earned on and after January 1,
20____.

    


    1.       
    New Deferral Amount:

    
      


      A.        
   Deferral of Director’s Fees:

      


      
        r           
Percentage:                 
_____%
from each fee or payment

      

      


      
        r           
Fixed
Amount: $_________
from each fee or payment

      

      


      
        r            No
deferral

      

      


      B.          
 Deferral of Annual Cash Incentive:

      
        


        
          r           
Percentage:                 
_____%
from each fee or payment

        

        


        
          r           
Fixed
Amount: $_________
from each fee or payment

        

        


        r      
     No deferral

         

      
2.           
 New Distribution Elections:

    


    I understand and agree that all Plan
Benefits with respect to deferrals made on or after the effective date of this
Notice of Adjustment of Deferral shall be paid at the time and in the form I
select below, and that such election shall be irrevocable with
respect to such Plan Year.  I also understand and agree that if I fail
to select a time and form of benefit payment, I will be paid a lump
sum.  I also understand and agree that my Account shall be distributed
within 30 days after the event giving rise to the distribution.

    


    Please Select either (A) or
(B) below:

    


    r           (A)           Fixed
Distribution Schedule or Specified Date

    


    I hereby
elect to receive (or begin to receive) my payments on _________________________
(enter month, date and year).

    


    Further,
I hereby elect to receive the amount of my Account in the following form (check
one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years (Not greater than
10)

    


    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

     

    r           (B)           Separation
from Service

    


    In the event of my Separation from
Service, I hereby elect to receive my Account in the following form (check
one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

    


    3)   
        Optional
Elections:   [Only complete if you desire a different
distribution upon the occurrence of one of the following events other than what
you selected under 2(A) or (B) above]

    


    Notwithstanding
the foregoing, in the event of my Disability, death prior to Separation from
Service, or in the event of a Change in Control of the Company, I hereby elect
the following alternative distribution forms which will be paid (or begin to be
paid) within 30 days of the Disability, death or Change in Control.  I
understand that these elections are optional, and that if not made, any relevant
distribution will be made in accordance with my selection under 2(A) or (B)
above:

    


    r           (A)           Disability

    


    In the event that my service on the
Board is terminated on account of my Disability, I hereby elect to receive my
Account in the following form (check one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

    


    r           (B)           Death

    


    In the event of my death prior to
Separation from Service, I hereby elect that my Account be distributed to my
Beneficiary(ies) in the following form (check one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

     

    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    r           (C)           Change
in Control

    


    In the event of a Change in Control of
the Company, I hereby elect to receive my Account in the following form (check
one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

    


    
       

      
        
          
            
              
                
                  	
                           

                        	 
      	 
      
	
                          Date

                        	 
      	
                          Director’s
      Signature

                        


                

              

            

          

        

      

      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 	ATLANTIC COAST FEDERAL
      CORPORATION 
	 	 	 
	 	 	 
	 
      	 
      	 
      
	
                                  Date

                                	 
      	
                                  Signature
      of Company
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          C-3

          
            

          

        

        
           


        

      

    

     

    EQUITY
PLAN

    Exhibit
D

    ATLANTIC
COAST FEDERAL CORPORATION

    2005
DIRECTOR DEFERRED FEE PLAN

     

    TRANSITION
YEAR ELECTION FORM

    FOR
DISTRIBUTION OPTIONS

    
      
         

        
          
            
              
                
                  	
                          Name
      of Director:

                        	 
      


                

              

            

          

        

         

      

    

    The
Director is a participant in the Plan and has previously completed an Initial
Deferral Agreement with Distribution Options (the “Initial Deferral
Agreement”).

    


    Under IRS
transition rules, the Director may change his previous elections under the
Initial Deferral Agreement regarding the time and form of payments under the
Plan, provided that such changes are made on or prior to December 31, 2008, and
provided further that no elections may be made during 2008 with respect to
distributions scheduled to be made during 2008, or to otherwise cause
distributions to be made during 2008.

    


    1.           CHANGE OR NO
CHANGE

    


    If you do not wish to make any
changes to your previous distribution elections, please check this box and sign
where indicated.

    
      


      
        	
                 
      

              	
                A.

              	
                r

              	
                I
      do not wish to make any changes to my prior distribution
      options.

              


      

      


      
        
          
            
              
                	
                         

                      	 
      	 
      
	
                        (Director’s
      Signature)

                      	 
      	
                        Date

                      


              

            

          

        

      

      


      
        	
                 
      

              	
                B.

              	
                r

              	
                If
      you wish to change your previous distribution elections, please check this
      box and complete the rest of this
form.

              


      

       

    

    This form
revokes and replaces your elections as to the time and form of distribution
under your Initial Deferral Agreement.

    


    2.       
     Distribution
Elections

    


    I
understand and agree that all Plan Benefits shall be paid in the form I select
below.  I understand that the elections shall be irrevocable following
the end of the transition period under Code Section 409A (e.g., December 31,
2008).

    


    Select either (A) or (B)
below:

    


    r           A.           Fixed
Distribution Schedule or Specified Date

    


    I hereby
elect to receive (or begin to receive) my payments on
_______________________(enter month, date and year).


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    


    Further,
I hereby elect to receive the amount of my Account in the following form (check
one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly installments over a period of 5 years

    


    _____  Substantially equal
monthly installments over a period of ___ years

    (not greater than 10
years)

    


    r           B.           Separation
from Service

    


    In the event of my Separation from I
hereby elect to receive my Account in the following form (check
one):

    
      


      _____  Lump Sum
Distribution

      


      _____  Substantially equal
monthly payments over a period of 5 years

      


      _____  Substantially equal
monthly payments over a period of ___ years

      (not greater than 10
years)

      

3.           Optional
Elections:  Complete only if you desire a different
distribution upon the occurrence of one of the following events other than what
you selected under 2(A) or (B) above.

    


    Notwithstanding
the foregoing, in the event of my Disability, death prior to Separation from
Service, or in the event of a Change in Control of the Company, I hereby elect
the following alternative distribution forms.  I understand that these
elections are optional, and that if not made, any relevant distribution will be
made in accordance with my selection under 2(A) or (B) above:

    


    r           (A)           Disability

    


    In the event that my service on the
Board is terminated on account of my Disability, I hereby elect to receive my
Account in the following form (check one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly payments over a period of 5 years

    


    
      _____  Substantially
equal monthly payments over a period of ____ years

    

    
      (not
greater than 10 years)

    


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    

    


    r           (B)           Death

    


    In the event of my death prior to
Separation from Service, I hereby elect that my Account be distributed to my
Beneficiary (ies) in the following form (check one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly payments over a period of 5 years

    


    
      _____  Substantially
equal monthly payments over a period of ____ years

    

    
      (not
greater than 10 years)

    

    


    r           (C)           Change
in Control

    


    In the event of a Change in Control of
the Company, I hereby elect to receive my Account in the following form (check
one):

    


    _____  Lump Sum
Distribution

    


    _____  Substantially equal
monthly payments over a period of 5 years

    


    
      _____  Substantially
equal monthly payments over a period of ____ years

    

    
      (not
greater than 10 years)

    

     

    
      
        
          
            
              
                
                  
                    	
                             

                          	 
      	 
      
	
                            Date

                          	 
      	
                            Director’s
      Signature

                          


                  

                

              

            

          

        

        


         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 	ATLANTIC COAST FEDERAL
      CORPORATION 
	 	 	 
	 	 	 
	 
      	 
      	 
      
	
                                    Date

                                  	 
      	
                                    Signature
      of Company
Officer

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    D-3