EXHIBIT 10.2


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                           SECOND AMENDED AND RESTATED
                        SUPPLEMENTAL RETIREMENT AGREEMENT


     THIS SECOND  AMENDED AND RESTATED  SUPPLEMENTAL  RETIREMENT  AGREEMENT (the
"Agreement") is made as of May 12, 2010 by and between  ATLANTIC COAST BANK (the
"Bank"), its successors and assigns and THOMAS B. WAGERS, SR. (the "Executive").
The original Agreement, effective January 1, 2008, is being amended and restated
to make  certain  changes to the  Agreement's  vesting and  benefit  calculation
provisions.

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 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.

     (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:

          o    Second Step Conversion takes place on December 11, 2014
          o    Executive's benefit as of December 11, 2009 is $28,800
          o    Prior Benefit Component of 20,000 shares ($28,800 / $1.44)
          o    Stock Award Component of 30,000 shares
          o    Stock Ownership Component of 25,000 shares
          o    Issue Price of $5 ($6.44-$1.44)

               o    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
               o    Stock Award Component = $37,500 (30,000 x .25 x $5); plus
               o    Stock  Ownership  Component  = $93,750  (25,000 x .75 x $5);
                    equals
               o    Appreciation Benefit = $164,637.09


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          The Company will pay interest on the unpaid balance of the Executive's
          Appreciation Benefit at the rate of three percent per annum.

          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 upon the earliest
          to occur of (1) the closing date of a Second-Step Conversion,  (2) the
          Executive's Involuntary Termination,  (3) a Change in Control, (4) the
          Executive's death, (5) the Executive's  Disability or (6) the date the
          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.

     (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 (a) 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,  (b)
          changes in GAAP or regulatory  accounting  requirements  applicable to
          thrifts,  banks and their holding companies generally,  or (c) 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.


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          A  determination  of Cause  shall  require the  affirmative  vote of a
          majority of the members of the Bank's Board, acting in good faith with
          respect to such termination,  provided,  however, that on or after the
          earliest  date on which a change in control as defined in Section 1(e)
          occurs,  such a determination shall require the affirmative vote of at
          least three  fourths of the members of the Board  acting in good faith
          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  (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.

               (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


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          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.

     (i)  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
          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.


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     (j)  Issue Price 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).

     (l)  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.

     (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).

     (p)  Specified  Employee  shall mean a key  employee of the Bank within the
          meaning of Code Section  4l6(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


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          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.

     (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  Normal  Retirement  Date and on the
          first business day of each calendar  month  thereafter for a period of
          180 months.  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, 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


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          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.

     (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 ss.1818(e)(3)] or 8(g)(l) [12 USC
          ss.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  ss.1818(e)(4)]  or  8(g)(l)  [12 USC
          ss.1818(g)(l)]  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)(l)  [12 USC
          ss.1813(x)(1)]  of the FDI Act, all obligations of the Bank under this


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          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  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
     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.


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

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

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

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

8.   Amendment and Termination.

     (a)  Amendment.  This  Agreement  may be  amended  at any time by a written
          instrument signed by the Bank and the Executive.


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<PAGE>


     (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.

               (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.
               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-l(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.


                                       10


<PAGE>


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

9.   Miscellaneous.

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

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

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

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

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

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

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

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

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

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


                                       11


<PAGE>


     (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.

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 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 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.

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

                                            ATLANTIC COAST BANK


May 12, 2010                           By:  /s/ Robert J. Larison, Jr.
-----------------------------               -----------------------------------
Date                                        Robert J. Larison, Jr.


                                            EXECUTIVE

May 12, 2010                                /s/ Thomas B. Wagers, Sr.
-----------------------------               -----------------------------------
Date                                        Thomas B. Wagers, Sr.


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