SUPPLEMENTAL RETIREMENT AGREEMENT


          THIS SUPPLEMENTAL  RETIREMENT  AGREEMENT is made as of January 1, 2008
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)  Accrued Benefit Percentage shall mean, except as otherwise provided in
          this  Agreement,   2.50%  for  each  full  calendar   quarter  of  the
          Executive's employment with the Bank since January 1, 2008, calculated
          through the earliest  of: (i) the last day of the calendar  quarter in
          which the  Executive  experiences  a  Separation  from Service or (ii)
          attains the Normal  Retirement  Date;  provided,  however,  that in no
          event shall the Accrued Benefit Percentage exceed 60%.

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

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

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

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

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     (f)  Change in Control shall mean the following:

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

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

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

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

     (g)  Disabled or Disability shall mean the Executive:

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

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

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

     (h)  Involuntary  Termination shall mean Separation from Service other than
          for  Cause  without  the  Executive's   express  written  consent  and
          voluntary  resignation due to a material diminution of or interference
          with the Executive's  duties,  responsibilities  and benefits as Chief
          Operating 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)  Monthly Benefit shall mean the Average Compensation  multiplied by the
          Accrued Benefit Percentage and then divided by twelve (12), calculated
          at the Benefit Determination Date.

     (j)  Normal Retirement Date shall mean January 1, 2014.

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

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

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2.   Payment of Benefits.

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

     (b)  Death Benefit.

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

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

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

     (d)  Separation from Service  Benefit.  In the event the Executive incurs a
          Separation from Service due to an Involuntary  Termination  before the
          Normal Retirement Date,  Disability,  death or Change in Control,  the
          Bank shall pay the Monthly Benefit to the Executive,  using an Accrued

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

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

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

3.   Required Provisions.

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

     (b)  If Executive is suspended  from office and/or  temporarily  prohibited
          from  participating  in the conduct of the Bank's  affairs by a notice
          served under Section 8(e)(3) [12 USC ss.1818(e)(3)] or 8(g)(1) [12 USC
          ss.1818(g)(1)]  of the Federal Deposit  Insurance Act (the "FDI Act"),
          the Bank's  obligations  under this Agreement shall be suspended as of

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          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  ss.1818(e)(4)]  or  8(g)(1)  [12 USC
          ss.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
          ss.1813(x)(1)]  of the FDI Act, all obligations of the Bank under this
          Agreement  shall  terminate  as of  the  date  of  default,  but  this
          paragraph  shall not  affect  any  vested  rights  of the  contracting
          parties.

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

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

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

5.   General  Assets and Funding.  The amounts  payable under this Agreement are
     payable  from  the  general  assets  of the  Bank  and no  special  fund or
     arrangement  is  intended  to be  established  hereby nor shall the Bank be
     required  to earmark,  place in trust or  otherwise  segregate  assets with

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     respect to this  Agreement or any  benefits  hereunder.  The  Administrator
     reserves  the right to  determine  how the Bank  will  fund its  obligation
     undertaken by this Agreement.  Should the  Administrator  elect to purchase
     assets relating to this Agreement,  in whole or in part, through the medium
     of life  insurance or annuities,  or both,  the Bank shall be the owner and
     beneficiary  of  each  such  policy  unless  otherwise   provided  by  this
     Agreement.  Bank reserves the absolute  right, in its sole  discretion,  to
     terminate such life insurance or annuities, as well as any other investment
     program, at any time, in whole or in part unless otherwise provided by this
     Agreement. Such termination shall in no way affect the Bank's obligation to
     pay the  Executive the benefits as provided in this  Agreement.  At no time
     shall the Executive be deemed to have any right,  title,  or interest in or
     to any specific  asset or assets of the Bank,  including  but not by way of
     restriction,  any  insurance  or  annuity  contract  and  contracts  or the
     proceeds therefrom.

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

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

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

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8.   Amendment and Termination.

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

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

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

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

                  (A) The Bank may terminate the Agreement within 12 months of a
     corporate  dissolution  taxed under Code section 331, or with approval of a
     bankruptcy court pursuant to 11 U.S.C.  ss.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

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     termination  of the  arrangements;  and (iv) the Bank  does not adopt a new
     arrangement that would be aggregated with any terminated  arrangement under
     Treasury   Regulations   section   1.409A-1(c)   if  the  same   individual
     participated in both arrangements, at any time within three years following
     the date of termination of the arrangement.

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

9.   Miscellaneous.

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

                                       ATLANTIC COAST BANK



August 4, 2008                     By: /s/ Robert J. Larison, Jr.
-----------------------                ------------------------------
Date                                   Name:  Robert J. Larison, Jr.
                                       Title: President and Chief Executive
                                              Officer

                                       EXECUTIVE


August 4, 2008                         /s/ Thomas B. Wagers, Sr.
-----------------------                ------------------------------
Date                                   Thomas B. Wagers, Sr.


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