FOURTH AMENDED AND RESTATED

SUPPLEMENTAL RETIREMENT AGREEMENT


 


THIS
FOURTH AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT is made as of July 26, 2011 by and between ATLANTIC COAST
BANK (the "Bank"), its successors and assigns and THOMAS B. WAGERS, SR. (the "Executive").


 


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


 


(a)             Administrator
shall mean the person or committee appointed by the Board of Directors of the Bank (the "Board") to administer
this Agreement. If a committee is appointed by the Board, 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.


 


(b)           
Appreciation Benefit shall mean:


 


(1)          
an amount equal to the lesser of (A) the Prior Benefit Component multiplied by the Issue Price (as defined below), or (B)
the Executive's benefit under the Agreement as of December 11, 2009 multiplied by three (3) percent per annum (in the event of
a fractional year, the three (3) percent attributable to the fractional year will be reduced proportionately); plus


 


(2)          
an amount equal to the Stock Award Component (after applying the weighting requirements of subparagraph 2(q)) multiplied by the Issue Price; plus


 


(3)          
an amount equal to the Stock Ownership Component (after applying the weighting requirements of subparagraph 2(r)) multiplied
by the Issue Price.


 


For example, assume the following:


 


·          
Second Step Conversion takes place on December 11, 2014


·          
Executive's benefit as of December 11, 2009 is $28,800


·          
Prior Benefit Component of 20,000 shares ($28,800 / $1.44)


·          
Stock Award Component of 30,000 shares


·          
Stock Ownership Component of 25,000 shares


·          
Issue Price of $5 ($6.44-$1.44)


·          
Prior Benefit Component = $33,387.09 [the lesser of $100,000 (20,000 x $5) or $33,387.09 (28,800 x 3% per annum for
five (5) years)]; plus


·          
Stock Award Component — $37,500 (30,000 x .25 x $5); plus


 



    	



    	 



    



  


·          
Stock Ownership Component = $93,750 (25,000 x .75 x $5); equals


·           Appreciation Benefit = $164,637.09


 


The Company will pay interest
on the unpaid balance of the Executive's Appreciation Benefit at the rate of the monthly average of the three-month London Interbank
Offered Rate (LIBOR) plus 275 basis points per annum until the Appreciation Benefit is paid in full.


 


In the event the Executive dies,
becomes Disabled, incurs an Involuntary Termination or there is a Change in Control prior to the date of closing of the Second-Step
Conversion, the Fair Market Value of the Company Stock as of the date of death, determination of Disability, Involuntary Termination
or Change in Control will be substituted for "the average selling price of a share of Company Stock over the thirty (30) day
period immediately preceding the closing of a Second-Step Conversion" when calculating the Issue Price.


 


The Executive shall vest in his
Appreciation Benefit in accordance with the following schedule:


 


Vested PercentageTiming
of Vesting


 


		15%	Upon the expiration date of the "Subscription  Offering"
as defined in the Prospectus for the Second-Step Conversion, provided, however, if a Second-Step Conversion does not occur, vesting
will not occur.



 


		100%	Upon the Company's operation with positive before-tax income (disregarding
any expense recorded by the Company or the Bank for a nonqualified deferred compensation plan sponsored by the Company or the Bank)
for two consecutive calendar quarters following the closing of a Second-Step Conversion, provided, however, if a Second-Step Conversion
does not occur, vesting will not occur.



 


Notwithstanding the foregoing,
the Executive will become 100 percent vested in his Appreciation Benefit prior to the schedule provided above in the event one
of the following events occurs: death, Disability, Involuntary Termination, the occurrence of a Change in Control or the Plan Administrator
in its sole discretion accelerates vesting. Notwithstanding the preceding provisions, if the Executive resigns at the request of,
or is removed from service by, the Office of Thrift Supervision, Federal Deposit Insurance Corporation or any other regulatory
authority for the Bank, the Executive shall be ineligible to participate and shall forfeit any benefits under this Agreement.


 


(c)         Benefit
Determination Date shall mean any of the following: (1) the Executive's Normal Retirement Date; (2) the date the Executive
incurs an Involuntary Termination prior to the Executive's Normal Retirement Date; (3) the date of the Executive's death; (4)
the date the Executive incurs a Disability; or (5) the date of a Change in Control.






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(d)         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.


 


The
basis for determining whether Cause exists shall not be deemed to include any impact on the Company's or the Bank's business,
properties, assets, liabilities, results of operations, financial condition or business from (1) changes in thrift, banking and
similar laws of general applicability or interpretations thereof by courts or governmental authorities, or other changes affecting
depository institutions generally, including changes in general economic conditions and changes in prevailing interest and deposit
rates, (2) changes in GAAP or regulatory accounting requirements applicable to thrifts, banks and their holding companies generally,
or (3) changes in national or international political or social conditions including the engagement by the United States in hostilities,
whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack
upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military
installation, equipment or personnel in the United States.


 


A
determination of Cause shall require the affirmative vote of a majority of the members of the Board, acting in good faith with
respect to such termination, and such vote shall not be made prior to the expiration of a 60-day period following the date on
which the Board shall by written notice to the Executive, furnish him a statement of its grounds for proposing to make such determination,
during which period the Executive shall be afforded a reasonable opportunity to make oral and written presentations to the members
of the Board, and to be represented by his legal counsel at such presentations, or to refute the grounds for the proposed determination.


 


		(e)	Change
                                                                                                                                                 in
                                                                                                                                                 Control
                                                                                                                                                 shall
                                                                                                                                                 mean
                                                                                                                                                 the
                                                                                                                                                 following:



 


(1)              
A "change in the ownership" of the Bank or Atlantic Coast Federal Corporation or its successor (the "Company"),
a "change in the effective control" of the Bank or the Company, or a "change in the ownership of a substantial
portion of the assets" of the Bank or the Company, each described below. Notwithstanding anything herein to the contrary,
a Second-Step Conversion shall not be deemed a Change in Control.


 


(2)              
A "change in ownership" occurs on the date that anyone person, or more than one person acting as a group (as
defined in Treasury Regulation 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 percent of the total fair market value or total voting power of the stock of such corporation.


 






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(3)              
A "change in the effective control" of the Bank or Company occurs on the date that either (A) anyone person, or
more than one person acting as a group (as defined in Treasury Regulation 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 percent or more of the total voting power of the stock of the Bank or Company, or (B) 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 subsection (B) is inapplicable where a majority shareholder of the Bank or Company
is another corporation.


 


(4)              
A "change in a substantial portion of the assets" of the Bank or the Company occurs on the date that anyone person
or more than one person acting as a group (as defined in Treasury Regulation 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 percent of the total gross fair market value of (A)
all of the assets of the Bank or Company, or (B) 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 Regulation
Section 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.


 


		(f)	Company Stock shall mean the common
stock of the Company.



 


		(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)	Fair Market Value shall mean the per
share closing price of Company Stock, as reported by the principal exchange or market over which the shares of Company Stock are
then listed or regularly traded.



 


		(1)	Involuntary Termination shall mean Separation
from Service other than for Cause without the Executive's express written consent and voluntary resignation



 






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due
to a material diminution of or interference with the Executive's duties, responsibilities and benefits as Chief Financial Officer
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)	Issue Price shall mean the average selling
price of a share of Company Stock over the thirty (30) day period immediately preceding the closing of a Second-Step Conversion
minus $1.44 (the closing price of Company Stock on December 11, 2009).



 


		(k)	Monthly Benefit shall mean an amount, as
of a Benefit Determination Date, equal to the vested Appreciation Benefit divided by 180. For example, if on a Benefit Determination
Date the Appreciation Benefit is $450,000, then Executive's Monthly Benefit is $2,500 ($450,000 / 180) plus accrued interest.



 


Notwithstanding the foregoing, in the event an amount becomes vested following a Benefit Determination Date but prior to payment
of an Appreciation Benefit, the Monthly Benefit will be recomputed to reflect the additional vested amount. For example, as of
a Benefit Determination Date the Executive begins to receive his vested Monthly Benefit. After the Executive has received 80 installment
payments, he becomes vested in the remainder of his Appreciation Benefit. As a result, the remaining installment payments due
to the Executive will be increased to reflect the additional vested amount.


 


		(I)	Normal Retirement Date shall mean January
1, 2014. The Executive may change his Normal Retirement Date provided that he files an election form with the Bank; provided,
however, that: (1) the new election will not take effect until at least 12 months after the date the new election is filed; (2)
the commencement of installment payments with respect to which such election is made must be deferred for a period of not less
than five years from the date such payment would otherwise have been made; and (3) the new election is filed at least 12 months
prior to the date of the first scheduled payment under the Plan.



 






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		(m)	Prior Benefit Component shall mean a number
of shares of Company Stock equal to the Executive's benefit under the Agreement as of December 11, 2009, divided by the Fair Market
Value of Company Stock on December 11, 2009. For example, the Executive's prior benefit under the terms of the Agreement on December
11, 2009 was $40,000 and the Fair Market Value of Company
Stock on December 11, 2009 was $2.00. The Executive is deemed to have, for purposes of the Agreement, 20,000 shares of Company
Stock ($40,000/$2.00) in the Prior Benefit Component.



 


		(n)	Second-Step
Conversion shall mean the conversion and reorganization of Atlantic Coast Federal, MHC, the Company and the Bank from
a mutual holding company structure to a fully public ownership structure.



 


		(o)	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).



 


		(10	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).



 


		(q)	Stock Award Component shall mean the number
of shares of Company Stock awarded to the Executive under the Atlantic Coast Federal Corporation 2005 Recognition and Retention
Plan that are still held by the Executive on December 11, 2009 times 25 percent. For example, on December 11, 2009 the Executive
had 100 shares awarded to him under the Atlantic Coast Federal Corporation 2005 Recognition and Retention Plan. For purposes of
calculating the Appreciation Benefit, only 25 shares would be counted.



 


		(r)	Stock Ownership Component shall mean the
number of shares of Company Stock directly or beneficially owned by the Executive (as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, disregarding any beneficial ownership of stock options) as of December 11, 2009
times 75 percent. For example, on December 11, 2009 the Executive directly and beneficially owns 100 shares. For purposes of calculating
the Appreciation Benefit, only 75 shares would be counted.



 


		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.



 






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		(b)	Death Benefit. 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, the Appreciation Benefit in a lump
sum on the first business day of the month following the Executive's death. If no beneficiary or beneficiaries have been designated,
or if all of the beneficiaries predecease the Executive, the Monthly Benefit will be paid to the Executive's estate.



 


		(c)	Disability Benefit.
If the Executive becomes Disabled prior to the Normal Retirement Date, death, Separation from Service or Change in
Control, the Bank shall pay the Monthly Benefit to him commencing on the first business day of the month following the date on
which the Executive becomes Disabled and on the first business day of each calendar month thereafter for a period of 180 months.



 


		(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 him 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 period of
180 months. However, if the Executive is a Specified Employee on the date of his Separation from Service, such payments shall
not commence until the first day of the seventh month following the date of the Executive's Separation from Service.



 


		(e)	Change in Control Benefit. If a Change
in Control occurs before the Normal Retirement Date, Separation from Service due to an Involuntary Termination, Disability or
death, then, within 30 calendar days after such Change in Control, the Bank shall pay the Executive
a lump sum equal to the Appreciation Benefit.






		(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.



 







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		(g)	Changes
                                                                                                                                                      in
                                                                                                                                                      Company
                                                                                                                                                      Stock.
                                                                                                                                                      In
                                                                                                                                                      the
                                                                                                                                                      event
                                                                                                                                                      of
                                                                                                                                                      any
                                                                                                                                                      change
                                                                                                                                                      in
                                                                                                                                                      Company
                                                                                                                                                      Stock
                                                                                                                                                      through
                                                                                                                                                      stock
                                                                                                                                                      dividends,
                                                                                                                                                      split-ups,
                                                                                                                                                      stock
                                                                                                                                                      splits
                                                                                                                                                      or
                                                                                                                                                      reverse
                                                                                                                                                      stock
                                                                                                                                                      splits,
                                                                                                                                                      recapitalizations,
                                                                                                                                                      reclassifications,
                                                                                                                                                      conversions
                                                                                                                                                      or
                                                                                                                                                      otherwise,
                                                                                                                                                      then
                                                                                                                                                      the
                                                                                                                                                      Board
                                                                                                                                                      will
                                                                                                                                                      make
                                                                                                                                                      appropriate
                                                                                                                                                      adjustment
                                                                                                                                                      or
                                                                                                                                                      substitution
                                                                                                                                                      in
                                                                                                                                                      the
                                                                                                                                                      aggregate
                                                                                                                                                      value
                                                                                                                                                      of
                                                                                                                                                      the
                                                                                                                                                      Prior
                                                                                                                                                      Benefit
                                                                                                                                                      Component,
                                                                                                                                                      the
                                                                                                                                                      Stock
                                                                                                                                                      Award
                                                                                                                                                      Component
                                                                                                                                                      and
                                                                                                                                                      the
                                                                                                                                                      Stock
                                                                                                                                                      Ownership
                                                                                                                                                      Component.



 


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)(I)] 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 B(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.



 



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		(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.
                                                                                                                                                   At
                                                                                                                                                   its
                                                                                                                                                   discretion,
                                                                                                                                                   the
                                                                                                                                                   Administrator
                                                                                                                                                   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
                                                                                                                                                   Bank's
                                                                                                                                                   creditors.
                                                                                                                                                   To
                                                                                                                                                   the
                                                                                                                                                   extent
                                                                                                                                                   any
                                                                                                                                                   benefits
                                                                                                                                                   provided
                                                                                                                                                   under
                                                                                                                                                   the
                                                                                                                                                   Plan
                                                                                                                                                   are
                                                                                                                                                   actually
                                                                                                                                                   paid
                                                                                                                                                   from
                                                                                                                                                   any
                                                                                                                                                   such
                                                                                                                                                   trust,
                                                                                                                                                   the
                                                                                                                                                   Bank
                                                                                                                                                   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
                                                                                                                                                   Bank.
                                                                                                                                                   Under
                                                                                                                                                   no
                                                                                                                                                   circumstances
                                                                                                                                                   shall
                                                                                                                                                   a
                                                                                                                                                   Participant
                                                                                                                                                   serve
                                                                                                                                                   as
                                                                                                                                                   trustee
                                                                                                                                                   or
                                                                                                                                                   co-trustee
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   trust
                                                                                                                                                   established
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Bank
                                                                                                                                                   pursuant
                                                                                                                                                   to
                                                                                                                                                   this
                                                                                                                                                   Plan.



 


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.


 






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		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. This Agreement may be amended
at any time by a written

instrument signed by the Bank and the Executive.



 


		(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.



 


		(1)	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.



 



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		(2)	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.



  



    	11



    	 



    



 





		(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.



 


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.



 


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.



 


 



    	12



    	 



    



 





		(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.



 


		10.	Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil
litigation and without any trial by jury to resolve such claims, conducted by a panel of three arbitrators sitting in a location
selected by Executive within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration
Association's National Rules for the Resolution of Employment Disputes ("National Rules") then in effect. One arbitrator
shall be selected by Executive, one arbitrator shall be selected by the Bank and the third arbitrator shall be selected by the
arbitrators selected by the parties. If the arbitrators are unable to agree within fifteen (15) days upon a third arbitrator,
the arbitrator shall be appointed for them from a panel of arbitrators selected in accordance with the National Rules. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.







    	13



    	 



    
 


 


The parties have caused this Agreement to be executed
on the dates set forth below.


 


	 	ATLANTIC COAST BANK
	 	 
	Date:  7/26/2011	By: 	/s/ G. Thomas Frankland
	 	 	G. Thomas Frankland
Chairman and Chief Executive Officer
	 	 	 
	 	 	 
	 	EXECUTIVE 
	 	 	 
	 	 	 
	 	/s/ Thomas B. Wagers, Sr. 
	 Date:  7/26/2011	Thomas B. Wagers, Sr. 



 


 






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