EXHIBIT 10.4


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                               ATLANTIC COAST BANK
                            2005 AMENDED AND RESTATED
                            DIRECTOR RETIREMENT PLAN


     The Atlantic Coast Bank 2005 Amended and Restated Director  Retirement Plan
(the  "Plan")  was  originally  established  on July 1, 2001,  was  amended  and
restated  effective  January  1, 2005,  December  11,  2009 and is  amended  and
restated  effective May 12, 2010 in order to make certain  changes to the Plan's
vesting and benefit calculation provisions.

     The  purpose  of the  Plan  is to  provide  retirement  benefits  to  those
non-employee   members  of  the  Board  of  Directors   ("Directors")  who  have
contributed  significantly to the success and growth of Atlantic Coast Bank (the
"Bank")  and its  holding  company,  Atlantic  Coast  Federal  Corporation  (the
"Company") (and any successors  thereto),  and the Bank's predecessor,  Atlantic
Coast Federal Credit Union, whose services are vital to its continued growth and
success in the future  and who are to be  encouraged  to remain a member of such
Boards until retirement.

                                   ARTICLE I
                             ELIGIBILITY AND VESTING

     1.1  Eligibility.  Each  individual  who is a Director  of the Bank (or any
predecessors  or  successors)  shall  be  eligible  to  participate  in the Plan
("Participants").

     1.2 Vesting.

     (a)  Participants  shall  vest in their  benefits  under this Plan upon the
earliest  to occur of the date (i)  Atlantic  Coast  Federal,  MHC  completes  a
Second-Step  Conversion (as defined below),  (ii) of a Change in Control,  (iii)
the Participant dies pursuant to Section 2.2, or (iv) the Plan Administrator, in
its  sole  discretion,   accelerates  vesting.   Notwithstanding  the  preceding
provisions,  any  Participant  who 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, shall be ineligible
to participate and shall forfeit any benefits under this Plan.

     (b) "Second-Step  Conversion"  means 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.

     (c) "Change in Control" means the following:

          (i) A "change in the ownership" of the Bank or 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.

          (ii) 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


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     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.

          (iii) 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.

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

                                   ARTICLE II
                                     BENEFIT

     2.1 Appreciation Benefit.

     (a) Upon the earlier to occur of (i) "Separation  from Service" (as defined
below) at or after age sixty-five  (65) ("Normal  Retirement  Age"), or (ii) the
closing date of a  Second-Step  Conversion,  the Bank shall pay the  Participant
their vested "Appreciation  Benefit" (as defined below) payable in equal monthly
installments  over a period of One Hundred  Twenty  (120)  months (the  "Benefit
Period"), commencing on the first day of the month following the date payment is
scheduled  to  commence.  Any  Participant  who has at least 240 full  months of
service,  whether  continuous or otherwise,  may receive such annual benefit for
the Benefit Period upon Separation from Service prior to age of 65 provided that
the Separation from Service follows a Second-Step Conversion.

     (b)  "Separation  from  Service"  means  the  Participant's  retirement  or
termination from service from the Board. For these purposes, a Participant shall
not be deemed to have a Separation  from Service until the Participant no longer
serves on the Board of the Bank, the Bank's holding company,  or any member of a
controlled  group of  corporations  with the Bank or holding  company within the


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meaning of Final Treasury Regulation ss.1.409A-l(a)(3).  In addition, service on
the Board of the Bank as an "emeritus director" will not constitute a Separation
from Service until such individual  ceases to serve in such capacity.  Whether a
Participant  has had a Separation from Service shall be determined in accordance
with the requirements of Final Treasury Regulation ss.1.409A-l(h).

     (c) "Appreciation Benefit" shall mean:

          (i) an amount equal to the lesser of (A) the Prior  Benefit  Component
     multiplied by the Issue Price (as defined below),  or (B) the Participant'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

          (ii) an amount equal to the Stock Award Component  (after applying the
     weighting requirements discussed below) multiplied by the Issue Price; plus

          (iii) an amount equal to the Stock Ownership Component (after applying
     the weighting requirements discussed below) multiplied by the Issue Price.

          For example, assume the following:

          o    Second Step Conversion takes place on December 11, 2014
          o    Participant'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

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

          (iv)  "Prior  Benefit  Component"  shall  mean a number  of  shares of
     Company Stock equal to the Participant's  benefit under the Agreement as of
     December  11, 2009,  divided by the Fair Market Value of Company  Stock (as
     defined below) on December 11, 2009. For example,  the Participant'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  Participant is deemed to have,  for purposes of the Agreement,  20,000
     shares of Company Stock ($40,000/$2.00) in the Prior Benefit Component. For
     purposes of the Plan,  "Fair Market  Value of Company  Stock" means the per


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     share  closing  price of common  stock of the  Company,  as reported by the
     principal  exchange  or market  over which the  shares  are then  listed or
     regularly traded.

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

          (vi) "Stock  Ownership  Component"  shall mean the number of shares of
     Company Stock directly or  beneficially  owned by the  Participant (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
     Participant  directly  and  beneficially  owns 100 shares.  For purposes of
     calculating the Appreciation Benefit, only 75 shares would be counted.

          (vii) "Issue Price" shall mean 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).

     In the event the  Participant  dies  pursuant to Section 2.2, 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 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.

     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.

     2.2 Death Benefit. In the event a Participant dies and has at least 60 full
months of  service  with the Bank,  the  Company or one of their  affiliates  or
subsidiaries,  (whether  continuous or  otherwise),  then the  Participant  will
become vested in his or her  Appreciation  Benefit.  Such  Appreciation  Benefit
shall be paid to the  Participant's  "Beneficiary"  (as defined below) in a lump
sum on the first business day of the month following the Participant's death. If
a  Participant  dies prior to  attaining  60 full months of service,  and is not
otherwise vested,  then he or she will forfeit his or her Appreciation  Benefit.
"Beneficiary" means the person(s)  designated by the Participant on the form set
forth at Appendix A to receive any death benefits hereunder.  If the Participant
has  not  designated  a  Beneficiary,  the  Participant's  spouse  shall  be the
Beneficiary. In the absence of any surviving Beneficiary or spouse, the benefits
shall be paid to the Participant's estate.


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     2.3 Unforeseeable Emergency.

     (a) Upon an "Unforeseeable Emergency" (as defined below), (i) a Participant
who is vested in his or her benefit  hereunder  but has not yet begun to receive
payments;  or (ii) a Participant  who is receiving  Appreciation  Benefits,  may
request a lump sum payment in an amount necessary (but not exceeding the present
value of the remaining benefits) to meet the Unforeseeable Emergency,  including
an amount  necessary  to pay any taxes due as a result of such lump sum  payment
from the Plan.  The present  value  shall be equal to the amount  accrued by the
Bank in accordance with generally accepted accounting principles.

     (b)  "Unforeseeable  Emergency"  means a severe  financial  hardship to the
Participant  or  Beneficiary  resulting  from (i) an illness or  accident of the
Participant or Beneficiary,  his or her spouse, or dependent (as defined in Code
Section 152(a)); (ii) loss of the Participant's or Beneficiary's property due to
casualty; or (iii) other similar  extraordinary and unforeseeable  circumstances
arising  as a  result  of  events  beyond  the  control  of the  Participant  or
Beneficiary.  The term "Unforeseeable  Emergency" shall be construed  consistent
with Code  Section  409A and the final  regulations  and other  guidance  issued
thereunder.

     (c) Tax Withholding.  All benefits paid under this Plan shall be subject to
withholding in accordance with federal and state law.

                                  ARTICLE III
                        ADMINISTRATION CLAIMS PROCEDURES

     3.1 Plan Administrator. The Board of Directors of the Bank (the "Board") is
hereby designated the Plan Administrator.

     3.2 Powers of Plan Administrator. As Plan Administrator, the Board shall be
responsible for the management,  control,  interpretation  and administration of
this Plan and may  allocate  to others  certain  aspects of the  management  and
operational  responsibilities  of the Plan  including the employment of advisors
and the  delegation  of any  ministerial  duties to qualified  individuals.  All
decisions of the Plan Administrator shall be final and binding on all persons.

     3.3 Claims Procedures.  Claims for benefits hereunder shall be submitted to
the President of the Bank, as agent for the Plan  Administrator.  In the event a
claim  for  benefits  is  wholly  or  partially  denied  under  this  Plan,  the
Participant  or  any  other  person   claiming   benefits  under  this  Plan  (a
"Claimant"),  shall be given notice of the denial in writing  within thirty (30)
calendar  days after the Plan  Administrator's  receipt  of the claim.  The Plan
Administrator  may extend this  period for an  additional  thirty (30)  calendar
days. Any denial must  specifically set forth the reasons for the denial and any
additional information necessary to perfect the claim for benefits. The Claimant
shall have the right to seek a review of the denial by filing a written  request
with the Plan Administrator within sixty (60) calendar days after receipt of the
initial denial. Such request may be supported by such documentation and evidence
deemed relevant by the Claimant. Following receipt of this information, the Plan
Administrator  shall make a final  determination  and notify the Claimant within
sixty (60) calendar days of the Plan Administrator's  receipt of the request for
review together with the specific reasons for the decision.


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                                   ARTICLE IV
                            AMENDMENT AND TERMINATION

     4.1  Amendments.  This Plan may be  amended  at any time with  respect to a
Participant by a written instrument signed by the Bank and by the Participant.

     4.2 Termination.  The Board may completely  terminate the Plan.  Subject to
the requirements of Code Section 409A, in the event of complete termination with
respect to such  benefits,  the Plan shall  cease to operate  and the Bank shall
payout  to  each  Participant  his or her  account  as if that  Participant  had
terminated  service as of the effective date of the complete  termination.  Such
complete   termination  of  the  Plan  shall  occur  only  under  the  following
circumstances and conditions:

     (a) The  Board may  terminate  the Plan  within  12  months of a  corporate
dissolution taxed under Code section 331, or with approval of a bankruptcy court
pursuant to II U.S.C. ss.503(b)(1 )(A), provided that the amounts deferred under
the Plan are  included in each  Participant's  gross income in the latest of (i)
the calendar year in which the Plan terminates;  (ii) the calendar year in which
the amount is no longer subject to a substantial  risk of  forfeiture;  or (iii)
the first calendar year in which the payment is administratively practicable.

     (b) The Board may terminate the Plan within the 30 days  preceding a Change
in Control (but not following a Change in Control), provided that the Plan shall
only  be  treated  as  terminated  if  all  substantially  similar  arrangements
sponsored  by  the  Bank  are  terminated  so  that  the  Participants  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 Board may terminate the Plan provided that (i) the  termination and
liquidation  does not occur  proximate to a downturn in the financial  health of
the Bank or Company,  (ii) all arrangements  sponsored by the Bank that would be
aggregated  with this Plan under Final  Regulations  Section  1.409A-I(c) if the
Participant  covered  by this  Plan  was  also  covered  by any of  those  other
arrangements  are also  terminated;  (iii) no payments  other than payments that
would be payable under the terms of the  arrangement if the  termination had not
occurred are made within 12 months of the termination of the  arrangement;  (iv)
all payments are made within 24 months of the  termination of the  arrangements;
and (v) the Bank does not adopt a new arrangement  that would be aggregated with
any terminated  arrangement under Final Regulations  Section  1.409A-I(c) if the
Participant  participated in both  arrangements,  at any time within three years
following the date of termination of the arrangement.

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

                                   ARTICLE V
                              UNFUNDED ARRANGEMENT

     5.1 Unsecured  General  Creditors.  The Participant and  Beneficiaries  are
general  unsecured  creditors of the Bank for the payment of benefits under this


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Plan. The benefits  represent the mere promise by the Bank to pay such benefits.
The benefits  payable under this Plan 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 Plan or any benefits hereunder.

     5.2 Rabbi  Trust.  The Bank  shall be  responsible  for the  payment of all
benefits provided under the Plan. At its discretion,  the Bank 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.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1 No  Guarantee  of  Continued  Service on the Board.  This Plan does not
constitute a guaranty of continued service on the Board.

     6.2 Binding  Effect.  This Plan shall be binding upon the Bank, the Company
and  their   successors  and  assigns,   and  upon  the   Participants  and  the
Beneficiaries and legal representatives of the Participant.

     6.3 No Assignment.  Neither the Participant nor any Beneficiary or personal
representative of the Participant can assign any of the rights to benefits under
this Plan. Any attempt to anticipate,  sell, transfer,  assign, pledge, encumber
or change the Participant's  right to receive benefits shall be void. The rights
to benefits  are not subject in any manner to  anticipation,  alienation,  sale,
transfer,  assignment,   pledge,  encumbrance,   attachment  or  garnishment  by
creditors.

     6.4 Choice of Law.  This Plan shall be construed  under and governed by the
laws of the State of Georgia,  except to the extent preempted by the laws of the
United States of America.

     6.5 Payment to Guardians.  If a Participant's benefit is payable to a minor
or a person  declared  incompetent  or to a person  incapable  of  handling  the
disposition of his property,  the Plan  Administrator may direct payment of such
Plan benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or person. The Plan Administrator may require
proof of  incompetency,  minority,  incapacity  or  guardianship  as it may deem
appropriate prior to distribution of the Plan benefit.  Such distribution  shall
completely discharge the Plan Administrator and the Bank from all liability with
respect to such benefit.


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<PAGE>


     IN WITNESS  WHEREOF,  the Bank has caused this amended and restated Plan to
be executed by its duly authorized officer.

                                            ATLANTIC COAST BANK


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


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<PAGE>


                                                                      Appendix A

                               ATLANTIC COAST BANK
                            2005 AMENDED AND RESTATED
                            DIRECTOR RETIREMENT PLAN

                             BENEFICIARY DESIGNATION



Name: ________________________________________________________________

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

PRIMARY BENEFICIARY:

Name:__________________________________  % of Benefit: ___________________

Name:__________________________________  % of Benefit: ___________________

Name:__________________________________  % of Benefit: ___________________


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



Name:__________________________________  % of Benefit: ___________________

Name:__________________________________  % of Benefit: ___________________

Name:__________________________________  % of Benefit: ___________________



This Beneficiary Designation hereby revokes any prior Beneficiary Designation
which may have been in effect and this Beneficiary Designation is revocable.



-----------------------------          ----------------------------------------
Date                                   Director


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