EXHIBIT 10.9


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                   NON-COMPETE AND NON-SOLICITATION AGREEMENT

     This NON-COMPETE AND NON-SOLICITATION  AGREEMENT (the "Agreement") is dated
as of May 12, 2010,  by and between  Thomas B.  Wagers,  Sr.  ("Executive")  and
Atlantic Coast Bank (the "Bank"),  a  wholly-owned  subsidiary of Atlantic Coast
Federal Corporation (the "Company").

     WHEREAS,  Executive is Chief Financial Officer of the Bank and the Company;
and

     WHEREAS,  the  Executive,  the  Bank  and the  Company  are  parties  to an
employment agreement dated January 1, 2010 (the "Employment Agreement"); and

     WHEREAS,  separate from the Employment  Agreement,  in order to protect the
business,  trade secrets and other  confidential and proprietary  information of
the Bank and Company known to Executive  following  Executive's  termination  of
employment  for any reason (other than "Cause," as defined and determined in the
Employment Agreement), including, but not limited to, (i) voluntary resignation;
(ii)  Retirement (as defined in the  Employment  Agreement);  (iii)  involuntary
termination of employment  without Cause;  and (iv)  voluntary  termination  for
"Good  Reason"  (as  defined in the  Employment  Agreement)  (all of which shall
constitute a "Termination of Employment"  under this  Agreement),  Executive has
agreed to restrict his activities in accordance with the terms and conditions of
this Agreement; and

     NOW,  THEREFORE,  in  consideration  of the  premises,  and other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereby agree as follows:

     1. Covenants.

     (a)  Executive  hereby  covenants  and agrees  that for a period of two (2)
years following his Termination of Employment he shall not,  without the written
consent of the Bank, either directly or indirectly:

          (1) solicit,  offer  employment to, or take any other action  intended
(or that a reasonable person acting in like circumstances  would expect) to have
the effect of causing any officer or employee of the Bank or the Company, or any
of  their  respective  subsidiaries  or  affiliates,  to  terminate  his  or her
employment and accept  employment or become affiliated with, or provide services
for  compensation  in any capacity  whatsoever to, any business  whatsoever that
competes with the business of the Bank or the Company, or any of their direct or
indirect  subsidiaries  or affiliates or has  headquarters  or offices within 50
miles of the locations in which the Bank or the Company has business  operations
or has filed an application for regulatory approval to establish an office;

          (2) become an officer,  employee,  consultant,  director,  independent
contractor, agent, sole proprietor, joint venturer, greater than 5% equity owner
or  stockholder,  partner or  trustee  of any  savings  bank,  savings  and loan
association,  savings  and loan  holding  company,  credit  union,  bank or bank
holding company, insurance company or agency, any mortgage or loan broker or any


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other entity  competing with the Bank or its  affiliates in the same  geographic
locations where the Bank or its affiliates has material business interests; or

          (3) solicit, provide any information, advice or recommendation or take
any  other  action  intended  (or  that  a  reasonable  person  acting  in  like
circumstances  would  expect) to have the effect of causing any  customer of the
Bank to terminate an existing business or commercial relationship with the Bank.

     (b) Executive shall, upon reasonable  notice,  furnish such information and
assistance  to the Bank and/or the Company as may  reasonably be required by the
Bank and/or the Company, in connection 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 and/or the Company
and/or any of its subsidiaries or affiliates.

     (c) All  payments to  Executive  under this  Agreement  shall be subject to
Executive's compliance with this Section 1. The parties hereto, recognizing that
irreparable injury will result to the Bank and/or the Company,  its business and
property in the event of  Executive's  breach of this Section 1, agree that,  in
the event of any such breach by  Executive,  the Bank and/or the Company will be
entitled,  in  addition  to any other  remedies  and  damages  available,  to an
injunction to restrain the violation  hereof by Executive and all persons acting
for  or  with  Executive.  Executive  represents  and  admits  that  Executive's
experience and capabilities  are such that Executive can obtain  employment in a
business  engaged in other lines and/or of a different nature than the Bank, and
that the enforcement of a remedy by way of injunction will not prevent Executive
from earning a livelihood.  Nothing herein will be construed as prohibiting  the
Bank or the Company from pursuing any other remedies  available to them for such
breach or threatened breach, including the recovery of damages from Executive.

     (d) The terms and  provisions of the covenants  contained in this Section 1
are intended to be separate and divisible provisions and if, for any reason, any
one or more of them is held to be invalid or unenforceable,  the validity or the
enforceability  of any other  provision of this  Agreement  shall not thereby be
affected. If, in any judicial proceeding, a court shall refuse to enforce any of
the  separate  covenants  (or  any  part  thereof)  contained  in the  preceding
paragraphs  of this Section 1, then such  unenforceable  covenants  (or any such
part) shall be deemed  eliminated  from this  Agreement for the purpose of those
proceedings to the extent necessary to permit the remaining  separate  covenants
(or portions thereof) to be enforced.

     (e) Each party  hereto  acknowledges  that the  potential  restrictions  on
Executive's  future  activities  imposed by the  covenants in this Section 1 are
reasonable in both duration and geographic  scope and in all other respects.  In
the event that the  provisions of this Section 1 should ever be deemed to exceed
the duration or geographic  limitations  or scope  permitted by applicable  law,
then  such  provisions  shall be  reformed  to the  maximum  time or  geographic
limitations or scope, as the case may be,  permitted by applicable law, and each
party agrees that the restrictions  and  prohibitions  contained herein shall be
effective  to  the  fullest  extent   allowed  under   applicable  law  in  such
jurisdiction. If the two-year duration is deemed unenforceable, and a court will
not permit reformation as provided for in this  subparagraph,  then the two-year
duration provided for above, shall be deemed to be one year.


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     2. Payment.

     (a) No later than thirty  (30) days after the  Executive's  Termination  of
Employment, the Bank or the Company agree to pay Executive a cash lump sum equal
to two times (i) the  highest  annual  rate of "Base  Salary" (as defined in the
Employment  Agreement)  paid to  Executive  at any  time  under  the  Employment
Agreement  and  (ii)  the  highest   annual  bonus  and   non-equity   incentive
compensation (as defined in the Employment Agreement) paid to the Executive over
the most recent two  calendar  years  prior to the  Termination  of  Employment;
provided, however, that any payment owed to Executive under this Agreement shall
be  reduced  by an  amount  equal to the  amount of any  severance  pay that the
Executive receives under the Employment Agreement upon an "Event of Termination"
(as defined in the Employment Agreement).

     (b) No payment shall be made under this Agreement unless the Termination of
Employment  qualifies as a "Separation from Service" (as defined in the Internal
Revenue Code (the "Code") Section 409A and the regulations thereunder).

     (c) Notwithstanding  the foregoing,  in the event Executive is a "Specified
Employee" (as defined in 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 Termination
of Employment.

     3. Source of  Payment.  The payment  provided  in this  Agreement  shall be
timely paid in cash or check from the general  funds of the Bank.  The  Company,
however,  guarantees  payment of the amount due hereunder to  Executive,  and if
such amount due from the Bank is not timely  paid or provided by the Bank,  such
amount shall be paid by the Company.

     4. No Attachment; Binding on Successors.

     (a) Except as  required  by law,  no right to receive a payment  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 Bank and their respective successors and assigns.

     5. 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


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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.

     6. 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 under this Agreement.  Executive shall have no
right to receive compensation 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.


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     7. 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  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.

     8. 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.

     9. 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.


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     IN WITNESS WHEREOF,  the Bank and the Company have caused this Agreement to
be executed by its duly  authorized  representatives,  and  Executive has signed
this Agreement, on the date first above written.

                                       ATLANTIC COAST BANK


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


                                       ATLANTIC COAST FEDERAL CORPORATION


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.


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