EXHIBIT 10.5


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                              EMPLOYMENT AGREEMENT


     This Employment  Agreement  ("Agreement")  is made by and between  Atlantic
Coast Bank (the "Bank"),  and Robert J. Larison, Jr. ("Executive") this 12th day
of May, 2010 and is effective as of such date (the "Effective Date"). 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.

     WHEREAS,  the Executive and the Bank are a party to an employment agreement
dated December 11, 2009, and this Agreement  supersedes such prior agreement and
all  obligations of the parties under such prior agreement shall become null and
void after the Effective Date of this Agreement; and

     WHEREAS,  Executive is serving as President and Chief Executive  Officer of
the Bank and the Bank wishes to assure itself of the services of Executive as an
officer of the Bank for the period provided in this Agreement; and

     WHEREAS,  in order to induce  Executive to remain in the employ of the Bank
and to provide  further  incentive  for  Executive to achieve the  financial and
performance  objectives  of the Bank,  the  parties  desire  to enter  into this
Agreement.

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

1.   POSITION AND RESPONSIBILITIES.

     During the term of this  Agreement,  Executive shall serve as President and
Chief  Executive  Officer of the Bank.  Executive  shall be responsible  for the
overall  management of the Bank, and shall be responsible for  establishing  the
business  objectives,  policies and strategic  plan of the Bank, in  conjunction
with the Board of Directors of the Bank (the  "Board").  Executive also shall be
responsible  for  providing  leadership  and  direction  to all  departments  or
divisions of the Bank,  and shall be the primary  contact  between the Board and
the staff.  As Chief Executive  Officer,  Executive shall directly report to the
Board.  Executive  also shall be nominated as a member of the Board,  subject to
election by members or shareholders  of the Bank, as the case may be.  Executive
also agrees to serve, if elected, as an officer and director of any affiliate of
the Bank.

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


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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.

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

     (c) Continued  Employment  Following  Expiration  of Term.  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 Bank and Executive may mutually agree.

     (d) Duties;  Membership on Other Boards. During the term of this Agreement,
except  for  periods of  absence  occasioned  by  illness,  reasonable  vacation
periods, and reasonable leaves of absence approved by the Board, Executive shall
devote substantially all of 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 Bank;
provided, however, that, with the prior approval of the Board, as evidenced by a
resolution of the Board, from time to time,  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  Board's
judgment, will not present any conflict of interest with the Bank, or materially
affect  the  performance  of  Executive's  duties  pursuant  to this  Agreement.
Executive shall provide the Board of Directors  annually for its approval a list
of organizations for which the Executive acts as a director or officer.

3.   COMPENSATION, BENEFITS AND REIMBURSEMENT.

     (a) Base Salary. In consideration of Executive's  performance of the duties
set forth in  Section  2, the Bank  shall  provide  Executive  the  compensation
specified in this Agreement.  The Bank shall pay Executive a salary of $250,000.
The Base  Salary  shall be payable  biweekly,  or with such other  frequency  as
officers of the Bank are generally paid. During the term of this Agreement,  the
Base Salary  shall be reviewed at least  annually by the Board or by a committee
designated by the Board no later than August 1st, and the Bank may increase, but
not  decrease  (except  for a  decrease  that  is  generally  applicable  to all
employees)  Executive's  Base  Salary.  Any increase in Base Salary shall 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
Bank 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


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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 and  Perquisites.  The Bank shall provide  Executive
with  employee  benefit  plans,   arrangements  and  perquisites   substantially
equivalent to those in which  Executive was  participating  or from which he was
deriving  benefit  immediately  prior  to the  commencement  of the term of this
Agreement, including:

          (i) the Bank's  payment of premiums for life  insurance on Executive's
life on the same basis as for all employees of the Bank and including $50,000 of
accidental death and  dismemberment  coverage,  where Executive has the right to
designate the beneficiary(ies) of such policies;

          (ii) the  Deferred  Compensation  Plan  dated  March 9,  1995  between
Executive and Atlantic Coast Federal Credit union (the  predecessor to the Bank)
and the  Supplemental  Retirement  Agreement  ("SERP")  dated  November 1, 2002,
restated  as of January 1, 2005 and  restated as of  December  11, 2009  between
Executive and the Bank;

          (iii) the  Bank's  payment  of  premiums  for a long  term  disability
insurance policy  providing for long term disability  benefits on the same basis
as provided for all employees of the Bank;

          (iv)  the  Bank's  payment  to  Executive  of  $5,000  per year for an
individual retirement account contribution;

          (v) the Bank's reimbursement of out-of-pocket expenses of up to $2,500
on January 1st and July 1st each year for health insurance for Executive and his
dependents,  plus reimbursement of out-of-pocket expenses for an annual physical
examination for Executive at the Mayo Clinic or such other facility as Executive
may determine;

          (vi) the Bank's reimbursement of up to $750 each month to Executive as
a car allowance (provided,  however, that the Bank shall not reimburse Executive
for costs associated with such  automobile,  except for travel which is business
related, which shall be reimbursed at the Bank's established mileage rates); and

          (vii) the Bank's  reimbursement  of up to $5,000 (net after taxes) for
Executive's  membership  in a country club of  Executive's  choosing;  provided,
however,  that  such  reimbursement  shall not  continue  after  termination  of
Executive's employment with the Bank.

     The Bank shall not, without  Executive's  prior written  consent,  make any
changes in such plans,  arrangements or perquisites  that would adversely affect
Executive's  rights or benefits  thereunder,  except as to any changes  that are
applicable  to all  participating  employees  or as  reasonably  or  customarily
available.  Without limiting the generality of the foregoing  provisions of this
Section 3(c),  Executive will be entitled to participate in or receive  benefits


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under any  employee  benefit  plans  including,  but not limited to,  retirement
plans,  supplemental  retirement  plans,  pension plans,  profit-sharing  plans,
health-and-accident  insurance  plans,  medical  coverage or any other  employee
benefit  plan or  arrangement  made  available  by the Bank in the future to its
senior executives,  including any stock benefit plans, subject to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and arrangements.

     (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 Bank's usual  practices),  as well as sick leave,
holidays  and other paid  absences in  accordance  with the Bank's  policies and
procedures  for senior  executives.  Any  unused  paid time off during an annual
period shall be cumulative if not used.

     (e) Expense  Reimbursements.  During the term of this  Agreement,  the Bank
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,  including,  without limitation,  fees for
memberships in such  organizations  and  associations as Executive and the Board
shall  mutually  agree are necessary  and  appropriate  in  connection  with the
performance of his duties under this Agreement, upon presentation to the Bank of
an itemized  account of such  expenses  in such form as the Bank may  reasonably
require.  In addition,  Executive shall be reimbursed for expenses in the amount
of the Internal  Revenue Service per diem rate for each day Executive  spends at
the Bank's Jacksonville office up to a maximum of twenty (20) days per month.

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 from the Bank's employ 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) failure to appoint  Executive  to the  position  set forth in
Section  1,  or  a  material  change  in  Executive's   function,   duties,   or
responsibilities, which change would cause Executive's position to become one of
lesser   responsibility,   importance,   or   scope   from  the   position   and
responsibilities  described in Section 1, to which  Executive  has not agreed in
writing (and any such  material  change  shall be deemed a continuing  breach of
this  Agreement  by the Bank);  provided,  however,  that a failure to  re-elect
Executive to the Board shall not constitute an Event of  Termination  under this
Agreement and any change to Executive's  duties as an officer or director of any
affiliate does not constitute an Event of Termination under this Agreement;


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

               (C)  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;

               (D) a material breach of this Agreement by the Bank.

     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 30 days prior  written  notice
given  within a  reasonable  period of time (not to exceed,  90 days)  after the
initial  event giving rise to the right to elect;  provided,  however,  that the
Bank  shall  be  given  at least 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 Bank  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 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  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) 36 months following the Event of Termination or (ii)  Executive's  obtaining
substantially similar coverage from a new employer.


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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
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 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 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 Bank shall pay all premiums for six


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(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 the
Executive's  voluntary  termination of employment for retirement purposes at any
time after Executive  reaches age 55 or in accordance with any retirement policy
established by the Board with Executive's consent with respect to him; provided,
however, that "Retirement" does not include Executive's voluntary termination of
employment for Good Reason after age 55 or involuntary termination of employment
(other than for Cause) after age 55 if Executive is still employed after age 55,
such that, upon Executive's  voluntary termination of employment for Good Reason
after age 55 or  involuntary  termination  of employment  (other than for Cause)
after age 55, Executive shall be entitled to receive  severance  benefits as set
forth  in  Sections  4(b)  and  (c).  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
Bank and any other plans or agreements to which Executive is a party.

8.   TERMINATION FOR CAUSE.

     (a) The Bank may  terminate  Executive's  employment  at any time,  but any
termination  other than  termination for "Cause," as defined  herein,  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."  Termination for "Cause"
shall mean termination because of Executive's personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal profit, material
breach of the Bank's Code of Ethics,  material  violation of the  Sarbanes-Oxley
requirements for officers of public companies, that in the reasonable opinion of
the Board will likely cause substantial  financial harm or substantial injury to
the reputation of the Bank or the Company, willfully engaging in actions that in
the reasonable opinion of the Board will likely cause substantial financial harm
or  substantial  injury to the  business  reputation  of the  Bank,  intentional
failure  to  perform  stated  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 this 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


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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
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.   RESIGNATION FROM BOARDS OF DIRECTORS.

     In the event of  Executive's  termination  of  employment  for any  reason,
Executive's service as a director of the Bank or the Company,  and any affiliate
of the Bank or the Company  shall  immediately  terminate.  This Section 9 shall
constitute a resignation notice for such purposes.

10.  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 20. Notwithstanding the pendency of any such
dispute,  the Bank 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 Bank 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 10(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


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that a dispute  exists  concerning the  termination,  the parties shall promptly
proceed to arbitration as provided in Section 20.  Notwithstanding  the pendency
of any such dispute,  the Bank 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 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  10 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.

11.  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
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.

12.  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.

13.  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  Bank  or  any
predecessor  of the Bank 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.


                                       9


<PAGE>


14.  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 Bank and their respective successors and assigns.

15.  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.

16.  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


                                       10


<PAGE>


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.

17.  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.

18.  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.

19.  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.

20.  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


                                       11


<PAGE>


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.

21.  INDEMNIFICATION.

     (a) 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.

     (b) Any indemnification by the Bank shall be subject to compliance with any
applicable regulations of the OTS.

22.  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 Bank:        Atlantic Coast Bank
                              505 Haines Avenue
                              Waycross, Georgia 31501
                              Telephone: (912) 284-2211

          To the Company:     Atlantic Coast Federal Corporation
                              505 Haines Avenue
                              Waycross, Georgia 31501
                              Telephone: (912) 284-2211

          To Executive:       Robert J. Larison, Jr.
                              955 Registry Boulevard #320
                              St. Augustine, Florida 32092


                                       12


<PAGE>


                                   SIGNATURES

     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/ Charles E. Martin, Jr.
-----------------------------                   --------------------------------
Date                                            Chairman of the Board


                                            ATLANTIC COAST FEDERAL
                                            CORPORATION



May 12, 2010                                By: /s/ Charles E. Martin, Jr.
-----------------------------                   --------------------------------
Date                                            Chairman of the Board


                                            EXECUTIVE:



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


                                       13