EXHIBIT 10.6


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                              EMPLOYMENT AGREEMENT


     This Employment Agreement (the "Agreement") is made effective as of May 12,
2010 (the "Effective Date"), by and between Atlantic Coast Bank (the "Bank") and
Thomas B. Wagers, Sr. (the  "Executive"),  and supersedes and replaces the prior
employment  agreement dated January 1, 2010.  References herein to the "Company"
mean Atlantic Coast Federal Corporation,  which owns 100% of the common stock of
the Bank.  The Company is a signatory to this  Agreement for the sole purpose of
guaranteeing the Bank's performance  hereunder.  Any reference to the "Employer"
shall mean both the Company and the Bank.

     WHEREAS,  the Executive was previously  employed as Chief Operating Officer
of the  Employer  and is currently  employed as Chief  Financial  Officer of the
Employer; and

     WHEREAS,  Executive  is  willing  to serve  the  Employer  on the terms and
conditions hereinafter set forth; and

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.   POSITION AND RESPONSIBILITIES.

     During  the  term of this  Agreement,  Executive  agrees  to serve as Chief
Financial Officer of the Bank (the "Executive  Position"),  and will perform all
duties and will have all powers  associated  with such  position as set forth in
the job description for such Executive  Position as established by the Employer.
During the term of the Agreement, Executive also agrees to serve, if elected, as
an officer  and/or  director of any  subsidiary  or affiliate of Employer and in
such capacity carry out such duties and responsibilities  reasonably appropriate
to that office.

2.   TERM AND DUTIES.

     (a) Three Year Contract; Annual Renewal. The term of Executive's employment
under this Agreement  shall commence as of the Effective Date and shall continue
thereafter for a period of three (3) years.  Commencing on the first anniversary
date  of  this  Agreement  (the  "Anniversary  Date")  and  continuing  on  each
Anniversary  Date  thereafter,  the term of this  Agreement  shall  renew for an
additional  year such that the remaining  term of this Agreement is always three
(3) years  provided,  however,  that in order for the  Agreement  to renew,  the
disinterested  members of the Board of Directors of the Bank (the  "Board") must
take the following actions prior to each non-renewal notice period (as described
in the next  sentence):  (i) at least  sixty (60) days prior to the  Anniversary
Date, conduct a comprehensive performance evaluation and review of Executive for
purposes of determining whether to extend the Agreement;  and (ii) affirmatively
approve the renewal or  non-renewal  of the  Agreement,  which decision shall be
included  in the  minutes  of the  Board's  meeting.  If the  decision  of  such
disinterested members of the Board is not to renew the Agreement, then the Board
shall provide the Executive with a written  notice of non-renewal  ("Non-Renewal
Notice")  at least  thirty  (30) days and not more than sixty (60) days prior to
any  Anniversary  Date,  such that this Agreement  shall terminate at the end of
twenty-four (24) months following such Anniversary Date.


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     (b) Termination of Agreement.  Notwithstanding  anything  contained in this
Agreement to the  contrary,  either  Executive  or the  Employer  may  terminate
Executive's  employment  with the  Employer  at any time during the term of this
Agreement, subject to the terms and conditions of this Agreement.

     (c)  Continued  Employment  Following  Termination  of  Employment  Period.
Nothing  in  this  Agreement   shall  mandate  or  prohibit  a  continuation  of
Executive's  employment  following the expiration of the term of this Agreement,
upon such terms and conditions as the Employer and Executive may mutually agree.

     (d) Duties;  Membership  on Other  Boards.  During the  Employment  Period,
except  for  periods of  absence  occasioned  by  illness,  reasonable  vacation
periods,  and  reasonable  leaves of  absence  approved  by the Chief  Executive
Officer,  Executive shall devote substantially all his business time, attention,
skill, and efforts to the faithful performance of his duties hereunder including
activities and services related to the organization, operation and management of
the Employer;  provided, however, that, with the approval of the Chief Executive
Officer,  Executive may serve,  or continue to serve, on the boards of directors
of, and hold any other offices or positions in,  business  companies or business
organizations,  which,  in the  Chief  Executive  Officer's  judgment,  will not
present any conflict of interest  with the Employer,  or  materially  affect the
performance of Executive's duties pursuant to this Agreement it being understood
that  membership in and service on boards or  committees  of social,  religious,
charitable or similar  organizations  does not require Chief  Executive  Officer
approval pursuant to this Section. For purposes of this Section, Chief Executive
Officer  approval  shall be deemed to have been  granted as to service  with any
such business company or organization  that Executive was serving as of the date
of this Agreement and disclosed to the Chief Executive Officer.

3.   COMPENSATION, BENEFITS AND REIMBURSEMENT.

     (a) Base Salary. The Employer shall pay Executive a salary of not less than
$178,000 per year ("Base Salary").  Such Base Salary shall be payable  biweekly,
or with such other  frequency  as officers and  employees  are  generally  paid.
During the period of this Agreement,  Executive's  Base Salary shall be reviewed
at least  annually.  Such  review  shall be  conducted  by the  Chief  Executive
Officer,  and the Employer may  increase,  but not  decrease,  Executive's  Base
Salary (with any increase in Base Salary to become "Base Salary" for purposes of
this Agreement).

     (b)  Bonus and  Incentive  Compensation.  Executive  shall be  entitled  to
incentive compensation and bonuses as provided in any plan or arrangement of the
Employer in which  Executive is eligible to  participate  or as agreed to by the
Bank and the  Executive.  Nothing  paid to  Executive  under  any  such  plan or
arrangement  will be  deemed  to be in  lieu  of  other  compensation  to  which
Executive is entitled under this Agreement. Subject to the terms of the relevant
plan documents,  payments of bonuses and incentive compensation are dependent on
the Board's review of Executive's  performance for the relevant period and shall
be paid at the Board's discretion.

     (c) Employee  Benefits.  Executive  shall be entitled to participate in all
employee benefit plans,  programs and arrangements as generally  provided by the


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Employer to senior  executive  officers and for which  Executive  shall qualify.
Executive  is  also  entitled  to  receive  reimbursement  for  a  country  club
membership of the Executive's  choosing,  not to exceed $5,000 (net after taxes)
annually.

     (d) Paid Time Off.  Executive  shall be entitled to paid vacation time each
year during the term of this  Agreement  (measured on a fiscal or calendar  year
basis,  in accordance  with the  Employer's  usual  practices),  as well as sick
leave,  holidays  and other paid  absences  in  accordance  with the  Employer's
policies and procedures for senior  executives.  Any unused paid time off during
an annual period shall be treated in accordance  with the  Employer's  personnel
policies as in effect from time to time.

     (e) Expense  Reimbursements.  During the  Employment  Period,  the Employer
shall pay or reimburse  Executive for all reasonable  travel,  entertainment and
other reasonable  expenses incurred by Executive during the course of performing
his obligations  under this Agreement,  upon  presentation to the Employer of an
itemized  account of such  expenses in such form as the Employer may  reasonably
require.  All  reimbursements  under this  Section 3(e) shall be paid as soon as
practicable by the Employer;  provided,  however,  that no payment shall be made
later  than  March 15 of the year  immediately  following  the year in which the
expense was incurred.

4.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

     (a) Upon the  occurrence  of an Event of  Termination  (as herein  defined)
during the term of this Agreement, the provisions of this Section 4 shall apply.
As used in this Agreement,  an "Event of Termination" shall mean and include any
one or more of the following:

          (i) the involuntary  termination by the Bank of Executive's  full-time
employment hereunder for any reason other than a termination due to "Disability"
or death,  as set forth in Section 6; or a  termination  upon  "Retirement,"  as
defined in Section 7 or a termination for "Cause," as defined in Section 8; and

          (ii) Executive's  voluntary  resignation within two years after any of
the following,  unless consented to by Executive (where any vote by Executive in
performance of his duties as a member of the Board in favor of such action shall
constitute express consent of Executive to such action):

               (A) a relocation of Executive's  principal place of employment to
a location that is more than 50 miles from Jacksonville, Florida;

               (B)  a  material  reduction  in  the  benefits  and  perquisites,
including  Base  Salary,  to  Executive  from  those  being  provided  as of the
Effective  Date (except for any reduction  that is part of a reduction in pay or
benefits that is generally applicable to officers or employees of the Bank) or;

               (C)  a  material  breach  of  this  Agreement  by  the  Employer;
provided,  however, that a change in the Executive's title or duties will not be
considered a material breach of this Agreement.


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     Upon the  occurrence  of any event  described  in clause (ii) above  ("Good
Reason"),  Executive  shall have the right to elect to terminate his  employment
under  this  Agreement  by  resignation  within  two  years  after  the  initial
occurrence of such  condition  upon not less than thirty (30) days prior written
notice given within a reasonable period of time (not to exceed ninety (90) days)
after the initial  event giving rise to the right to elect;  provided,  however,
that the Bank shall be given at least  thirty (30) days to remedy the  condition
before the Executive terminates employment.  Such voluntary termination for Good
Reason by Executive shall be an Event of Termination.

     (b) Upon the occurrence of an Event of Termination,  the Employer shall pay
Executive,  or,  in the  event  of his  subsequent  death,  his  beneficiary  or
beneficiaries, or his estate, as the case may be, as severance pay or liquidated
damages,  or both,  a lump sum in cash equal to three (3) times (i) the  highest
annual rate of Base Salary paid to  Executive  at any time under this  Agreement
and (ii) the highest annual bonus and non-equity incentive  compensation paid to
the Executive  over the most recent three (3) calendar  years prior to the Event
of Termination; provided however, that, to the extent required by regulations or
interpretations  of the Office of Thrift  Supervision,  all  severance  payments
under the Agreement  shall be reduced not to exceed three (3) times  Executive's
average annual  compensation (as defined in such regulations or interpretations)
over the most recent five (5) taxable  years.  Such payment shall not be reduced
in  the  event  Executive  obtains  other  employment  following  the  Event  of
Termination.  Notwithstanding  the  foregoing,  in  the  event  Executive  is  a
"Specified  Employee"  (as defined in the  Internal  Revenue  Code (the  "Code")
Section 409A and the  regulations  thereunder) to the extent required under Code
Section 409A,  no payment  shall be made to Executive  prior to the first day of
the seventh month following the Event of Termination.

     (c) Upon the occurrence of an Event of Termination,  the Bank shall provide
at the Bank's expense,  life and disability  insurance  coverage and non-taxable
medical and dental insurance coverage  substantially  comparable to the coverage
maintained  by the Bank  for  Executive  and his  family  prior to the  Event of
Termination,  except  to  the  extent  such  coverage  may  be  changed  in  its
application to all Bank employees. Such coverage shall cease upon the earlier of
(i)  thirty-six  (36)  months   following  the  Event  of  Termination  or  (ii)
Executive's obtaining substantially similar coverage from a new employer.

5.   CHANGE IN CONTROL.

     (a) In the event that the  aggregate  payments  or  benefits  to be made or
afforded  to  Executive  in the event of a change in  control as defined in Code
Section 280G and that would be deemed to include an "excess  parachute  payment"
under Code  Section  280G or any  successor  thereto,  then at the  election  of
Executive,  (i) such  payments  or  benefits  shall be  payable or  provided  to
Executive over the minimum period  necessary to reduce the present value of such
payments or benefits  to an amount  that is one dollar  ($1.00)  less than three
times  Executive's  "base  amount"  under such Code  Section  280G,  or (ii) the
payments or benefits to be provided under this Agreement shall be reduced to the
extent  necessary to avoid treatment as an excess  parachute  payment,  with the
allocation of the reduction among such payments and benefits to be determined by
Executive. Notwithstanding anything in this subsection to the contrary, a change
in  control  shall not be deemed to have  occurred  upon the  conversion  of the


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Company's mutual holding company parent to stock form, or in connection with any
reorganization used to effect such a conversion.

6.   TERMINATION FOR DISABILITY OR DEATH.

     (a) Termination of Executive's  employment  based on "Disability"  shall be
construed to comply with Section 409A of the Internal  Revenue Code and shall be
deemed to have occurred if: (i) Executive is unable to engage in any substantial
gainful  activity  by reason of any  medically  determinable  physical or mental
impairment  that can be  expected to result in death,  or last for a  continuous
period of not less than  twelve  (12)  months;  (ii) by reason of any  medically
determinable  physical  or mental  impairment  that can be expected to result in
death,  or last for a  continuous  period of not less than twelve  (12)  months,
Executive 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
the Company;  or (iii)  Executive is  determined  to be totally  disabled by the
Social  Security  Administration.  The provisions of Sections 6(b) and (c) shall
apply upon the termination of the Executive's employment based on Disability.

     (b)  Executive  shall be entitled to receive  Base Salary  earned until the
date of Executive's  termination  of employment due to Disability,  plus payment
for unused vacation,  personal leave,  sick leave and other vested benefits,  as
well as payment under any short- or long-term  disability plan maintained by the
Bank.

     (c) The Bank shall cause to be continued life, disability,  and non-taxable
medical and dental insurance coverage  substantially  comparable to the coverage
maintained  by the  Bank  for the  Executive  prior  to the  termination  of his
employment  based on  Disability,  except to the  extent  such  coverage  may be
changed  in its  application  to all  Bank  employees  or  not  available  on an
individual basis to an employee  terminated  based on Disability.  This coverage
shall cease upon the earlier of (i) the date Executive  returns to the full-time
employment  of the  Bank;  (ii)  Executive's  full-time  employment  by  another
employer; or (iii) Executive's death.

     (d) In the event of  Executive's  death during the term of this  Agreement,
his  estate,  legal  representatives  or named  beneficiaries  (as  directed  by
Executive in writing)  shall be paid  Executive's  earned but unpaid Base Salary
through  Executive's  date of death, and the Employer shall pay all premiums for
six (6) months following Executive's date of death for medical, dental and other
insurance benefits normally provided for Executive's  family.  Such payments are
in addition to any other benefits that Executive's beneficiaries may be entitled
to  receive  under any  employee  benefit  plan  maintained  by the Bank for the
benefit of Executive,  including,  but not limited to, the Bank's life insurance
and tax-qualified and non-qualified retirement plans.

7.   TERMINATION UPON RETIREMENT.

     Termination  of Executive's  employment  based on  "Retirement"  shall mean
termination  of Executive's  employment at age sixty-five  (65) or in accordance
with any retirement  policy  established by the Board with  Executive's  consent
with respect to him.  Upon  termination  of Executive  based on  Retirement,  no
amounts or benefits shall be due Executive under this  Agreement,  and Executive
shall be entitled to all benefits under any retirement  plan of the Employer and
other plans to which Executive is a party.


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8.   TERMINATION FOR CAUSE.

     (a) The Employer may terminate the Executive's  employment at any time, but
any termination  other than Termination for Cause, as defined herein,  shall not
prejudice the  Executive's  right to  compensation  or other  benefits under the
Agreement.  The Executive  shall have no right to receive  compensation or other
benefits for any period after  Termination for "Cause."  Termination for "Cause"
shall  include  termination  because  of the  Executive's  personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit, material breach of the Code of Ethics of either the Bank or the Company,
material  violation of the  Sarbanes-Oxley  requirements  for officers of public
companies that in the reasonable  opinion of the Chief Executive  Officer or the
Board will likely cause substantial  financial harm or substantial injury to the
reputation of the Company or the Bank, willfully engaging in actions that in the
reasonable opinion of the Chief Executive Officer or the Board will likely cause
substantial  financial harm or substantial injury to the business  reputation of
the  Company or the Bank,  failure  to perform  stated  duties  after  receiving
written  notice of  Executive's  failure to  perform  assigned  duties,  willful
violation of any law, rule or regulation (other than routine traffic  violations
or similar offenses) or final cease-and-desist  order, or material breach of any
provision of the Agreement.

     (b) For  purposes of this  Section 8, no act or failure to act, on the part
of the Executive, shall be considered "willful" unless it is done, or omitted to
be done,  by the  Executive in bad faith or without  reasonable  belief that the
Executive's  action or omission was in the best  interests of the Employer.  Any
act, or failure to act, based upon the direction of the Chief Executive  Officer
or based upon the  advice of  counsel  for the  Employer  shall be  conclusively
presumed to be done,  or omitted to be done,  by the Executive in good faith and
in the best interests of the Employer.

     (c) 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.

     (d) Termination for 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 5 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


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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.

9.   NOTICE.

     (a) Any purported  termination by the Bank for Cause shall be  communicated
by Notice of  Termination  to  Executive.  If, within thirty (30) days after any
Notice of  Termination  for Cause is given,  Executive  notifies the Bank that a
dispute exists concerning the termination, the parties shall promptly proceed to
arbitration, as provided in Section 19. Notwithstanding the pendency of any such
dispute,  the Employer shall discontinue paying  Executive's  compensation until
the dispute is finally  resolved in  accordance  with this  Agreement.  If it is
determined that Executive is entitled to compensation and benefits under Section
4, the payment of such  compensation and benefits by the Employer shall commence
immediately  following the date of resolution by arbitration,  with interest due
Executive on the cash amount that would have been paid pending  arbitration  (at
the prime rate as published in The Wall Street Journal from time to time).

     (b) Any other  purported  termination by the Bank or by Executive  shall be
communicated  by a "Notice of  Termination"  (as defined in Section 9(c)) to the
other party.  If,  within  thirty (30) days after any Notice of  Termination  is
given,  the party receiving such Notice of Termination  notifies the other party
that a dispute  exists  concerning the  termination,  the parties shall promptly
proceed to arbitration as provided in Section 19.  Notwithstanding  the pendency
of any such  dispute,  the Employer  shall  continue to pay  Executive  his Base
Salary,  and other  compensation  and benefits in effect when the notice  giving
rise to the dispute was given (except as to termination of Executive for Cause);
provided, however, that such payments and benefits shall not continue beyond the
date that is twenty-four  (24) months from the date the Notice of Termination is
given. In the event the voluntary  termination by Executive of his employment is
disputed by the Bank, and if it is determined in  arbitration  that Executive is
not entitled to termination benefits pursuant to this Agreement, he shall return
all cash payments made to him pending  resolution by arbitration,  with interest
thereon at the prime rate as published  in The Wall Street  Journal from time to
time, if it is determined in arbitration that Executive's  voluntary termination
of employment was not taken in good faith and not in the reasonable  belief that
grounds  existed  for  his  voluntary  termination.  If  it is  determined  that
Executive is entitled to receive severance  benefits under this Agreement,  then
any  continuation  of Base Salary and other  compensation  and benefits  made to
Executive under this Section 9 shall offset the amount of any severance benefits
that are due to Executive under this Agreement.

     (c) For purposes of this Agreement,  a "Notice of Termination" shall mean a
written  notice that shall indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment under the provision so indicated.

10.  POST-TERMINATION OBLIGATIONS.

     (a) Executive shall, upon reasonable  notice,  furnish such information and
assistance to the Bank as may  reasonably be required by the Bank, in connection


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with any litigation in which it or any of its  subsidiaries or affiliates is, or
may become, a party; provided,  however, that Executive shall not be required to
provide  information or assistance  with respect to any  litigation  between the
Executive and the Bank or any of its subsidiaries or affiliates.


11.  SOURCE OF PAYMENTS.

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check from the  general  funds of the Bank.  The  Company,  however,  guarantees
payment and  provision of all amounts and benefits due  hereunder to  Executive,
and if such  amounts  and  benefits  due from the  Bank are not  timely  paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.

12.  EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any prior  employment  agreement  between  the  Employer or any
predecessor of the Employer and Executive,  except that this Agreement shall not
affect or operate to reduce any benefit or compensation  inuring to Executive of
a kind elsewhere  provided.  No provision of this Agreement shall be interpreted
to mean that  Executive  is  subject  to  receiving  fewer  benefits  than those
available to him without reference to this Agreement.

13.  NO ATTACHMENT; BINDING ON SUCCESSORS.

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to effect any such action  shall be null,
void, and of no effect.

     (b) This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Executive and the Employer and their respective successors and assigns.

14.  MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.


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15.  REQUIRED PROVISIONS.

     (a) The Bank may  terminate  Executive's  employment  at any time,  but any
termination  by the Board other than  termination  for Cause 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 termination 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 U.S.C.  ss.1818(e)(3)] or 8(g)(1) [12 U.S.C.  ss.1818(g)(1)]
of the Federal Deposit Insurance Act, the Bank's obligations under this contract
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 U.S.C.  ss.1818(e)(4)] or 8(g)(1) [12 U.S.C.  ss.1818(g)(1)]
of the Federal  Deposit  Insurance  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 U.S.C.
ss.1813(x)(1)] of the Federal Deposit Insurance 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 the  contract  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  U.S.C.  ss.1823(c)]  of the  Federal  Deposit
Insurance  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 Bank or the Company,  whether  pursuant to this Agreement or
otherwise,  are subject to and  conditioned  upon their  compliance with Section
18(k) of the Federal  Deposit  Insurance  Act, 12 U.S.C.  ss.  1828(k),  and the
regulations promulgated thereunder in 12 C.F.R. Part 359.

16.  SEVERABILITY.

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision


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<PAGE>


of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

17.  HEADINGS FOR REFERENCE ONLY.

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

18.  GOVERNING LAW.

     This  Agreement  shall be  governed by the laws of the State of Georgia but
only to the extent not superseded by federal law.

19.  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.

20.  INDEMNIFICATION.

     Executive  shall be provided with coverage under a standard  directors' and
officers'  liability  insurance policy, and shall be indemnified for the term of
this  Agreement and for a period of six years  thereafter to the fullest  extent
permitted under  applicable law against all expenses and liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or officer of the Bank or any  affiliate  (whether or not he  continues  to be a
director or officer at the time of incurring such expenses or liabilities), such
expenses and  liabilities to include,  but not be limited to,  judgments,  court
costs  and  attorneys'  fees  and  the  cost  of  reasonable  settlements  (such
settlements must be approved by the Board), provided,  however,  Executive shall
not be indemnified  or reimbursed for legal expenses or liabilities  incurred in
connection  with an  action,  suit or  proceeding  arising  from any  illegal or
fraudulent act committed by Executive.  Any such  indemnification  shall be made
consistent  with Section 545.121 of the OTS Regulations and Section 18(k) of the
Federal Deposit Insurance Act, 12 U.S.C. ss.1828(k),  and the regulations issued
thereunder in 12 C.F.R. Part 359.


                                       10


<PAGE>


21.  NOTICE.

     For the purposes of this  Agreement,  notices and all other  communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been duly given when delivered or mailed by certified or registered mail, return
receipt requested,  postage prepaid,  addressed to the respective  addresses set
forth below:



          To the Company:     Atlantic Coast Federal Corporation
                              Attn: Robert J. Larison, Jr., President
                              505 Haines Avenue
                              Waycross, Georgia 31501

          To the Bank:        Atlantic Coast Bank
                              Attn:  Robert J. Larison, Jr., President
                              505 Haines Avenue
                              Waycross, Georgia 31501

          To Executive:       Thomas B. Wagers, Sr.
                              505 Haines Avenue
                              Waycross, Georgia 31501


                                       11


<PAGE>


                                   SIGNATURES


     IN  WITNESS  WHEREOF,  the  Company  and the Bank  have  each  caused  this
Agreement to be executed by its duly  authorized  representative,  and Executive
has signed this Agreement, effective as of the date first above written.

                                       ATLANTIC COAST FEDERAL CORPORATION



May 12, 2010                           By: /s/ Robert J. Larison, Jr.
-----------------------------              ------------------------------------
Date                                       Robert J. Larison, Jr., President
                                           and Chief Executive Officer


                                       ATLANTIC COAST BANK



May 12, 2010                           By: /s/ Robert J. Larison, Jr.
-----------------------------              ------------------------------------
Date                                       Robert J. Larison, Jr., President
                                           and Chief Executive Officer


                                       EXECUTIVE


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


                                       12