FOURTH AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT

FOURTH AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT AGREEMENT

THIS FOURTH AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT is made as of July 26, 2011 by and between ATLANTIC COAST BANK (the "Bank"), its successors and assigns and THOMAS B. WAGERS, SR. (the "Executive").

1. Definitions. In this Agreement, the following words and phrases shall have the following meanings:

(a)             Administrator shall mean the person or committee appointed by the Board of Directors of the Bank (the "Board") to administer this Agreement. If a committee is appointed by the Board, a majority of those persons shall constitute a quorum and the act of the majority of such of persons either at a meeting or by written consent, shall be the act of the Administrator. The administrator may adopt such rules and procedures, not inconsistent with this Agreement, as it deems necessary or appropriate in order to administer this Agreement.

(b)            Appreciation Benefit shall mean:

(1)           an amount equal to the lesser of (A) the Prior Benefit Component multiplied by the Issue Price (as defined below), or (B) the Executive's benefit under the Agreement as of December 11, 2009 multiplied by three (3) percent per annum (in the event of a fractional year, the three (3) percent attributable to the fractional year will be reduced proportionately); plus

(2)           an amount equal to the Stock Award Component (after applying the weighting requirements of subparagraph 2(q)) multiplied by the Issue Price; plus

(3)           an amount equal to the Stock Ownership Component (after applying the weighting requirements of subparagraph 2(r)) multiplied by the Issue Price.

For example, assume the following:

·           Second Step Conversion takes place on December 11, 2014

·           Executive's benefit as of December 11, 2009 is $28,800

·           Prior Benefit Component of 20,000 shares ($28,800 / $1.44)

·           Stock Award Component of 30,000 shares

·           Stock Ownership Component of 25,000 shares

·           Issue Price of $5 ($6.44-$1.44)

·           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

·           Stock Award Component — $37,500 (30,000 x .25 x $5); plus

·           Stock Ownership Component = $93,750 (25,000 x .75 x $5); equals

·           Appreciation Benefit = $164,637.09

The Company will pay interest on the unpaid balance of the Executive's Appreciation Benefit at the rate of the monthly average of the three-month London Interbank Offered Rate (LIBOR) plus 275 basis points per annum until the Appreciation Benefit is paid in full.

In the event the Executive dies, becomes Disabled, incurs an Involuntary Termination or there is a Change in Control prior to the date of closing of the Second-Step Conversion, the Fair Market Value of the Company Stock as of the date of death, determination of Disability, Involuntary Termination or Change in Control will be substituted for "the average selling price of a share of Company Stock over the thirty (30) day period immediately preceding the closing of a Second-Step Conversion" when calculating the Issue Price.

The Executive shall vest in his Appreciation Benefit in accordance with the following schedule:

Vested Percentage Timing of Vesting

Notwithstanding the foregoing, the Executive will become 100 percent vested in his Appreciation Benefit prior to the schedule provided above in the event one of the following events occurs: death, Disability, Involuntary Termination, the occurrence of a Change in Control or the Plan Administrator in its sole discretion accelerates vesting. Notwithstanding the preceding provisions, if the Executive resigns at the request of, or is removed from service by, the Office of Thrift Supervision, Federal Deposit Insurance Corporation or any other regulatory authority for the Bank, the Executive shall be ineligible to participate and shall forfeit any benefits under this Agreement.

(c)          Benefit Determination Date shall mean any of the following: (1) the Executive's Normal Retirement Date; (2) the date the Executive incurs an Involuntary Termination prior to the Executive's Normal Retirement Date; (3) the date of the Executive's death; (4) the date the Executive incurs a Disability; or (5) the date of a Change in Control.

(d)          Cause shall mean a Separation from Service due to the Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, and willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.

The basis for determining whether Cause exists shall not be deemed to include any impact on the Company's or the Bank's business, properties, assets, liabilities, results of operations, financial condition or business from (1) 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, (2) changes in GAAP or regulatory accounting requirements applicable to thrifts, banks and their holding companies generally, or (3) 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.

A determination of Cause shall require the affirmative vote of a majority of the members of the Board, acting in good faith with respect to such termination, 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.

(1)               A "change in the ownership" of the Bank or Atlantic Coast Federal Corporation or its successor (the "Company"), a "change in the effective control" of the Bank or the Company, or a "change in the ownership of a substantial portion of the assets" of the Bank or the Company, each described below. Notwithstanding anything herein to the contrary, a Second-Step Conversion shall not be deemed a Change in Control.

(2)               A "change in ownership" occurs on the date that anyone person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Bank or Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation.

(3)               A "change in the effective control" of the Bank or Company occurs on the date that either (A) anyone person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Bank or Company possessing 30 percent or more of the total voting power of the stock of the Bank or Company, or (B) a majority of the members of the Bank's or Company's board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Bank's or Company's board of directors prior to the date of the appointment or election, provided that this subsection (B) is inapplicable where a majority shareholder of the Bank or Company is another corporation.

(4)               A "change in a substantial portion of the assets" of the Bank or the Company occurs on the date that anyone person or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank or Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Bank or 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.

(1)               is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or last for a continuous period of not less than 12 months;

(2)               by reason of any medically determinable physical or mental impairment which can be expected to result in death, or last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank; or

(3)               is determined to be totally disabled by the Social Security Administration.

due to a material diminution of or interference with the Executive's duties, responsibilities and benefits as Chief Financial Officer of the Bank, including (without limitation) any of the following actions unless consented to in writing by the Executive: (i) a change in the principal workplace of the Executive to a location outside of a 30 mile radius from the Executive's principal workplace as of the date hereof; (ii) a material demotion of the Executive; (iii) a material reduction in the number or seniority of other personnel reporting to the Executive or a material reduction in the frequency with which, or on the nature of the matters with respect to which, such personnel are to report to the Executive, other than as part of an institution-wide reduction in staff; (iv) a material adverse change in the Executive's salary, perquisites, benefits, contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Bank; and (v) a material permanent increase in the required hours of work or the workload of the Executive; provided that the Executive has notified the Bank of the existence of such a condition no later than 90 days after the initial existence of such condition and the Bank has at least 30 days to cure such condition. The term "Involuntary Termination" does not include termination for Cause or termination of employment due to retirement, death, Disability or suspension or temporary or permanent prohibition from participation in the conduct of the Bank's affairs under Section 8 of the Federal Deposit Insurance Act.

Notwithstanding the foregoing, in the event an amount becomes vested following a Benefit Determination Date but prior to payment of an Appreciation Benefit, the Monthly Benefit will be recomputed to reflect the additional vested amount. For example, as of a Benefit Determination Date the Executive begins to receive his vested Monthly Benefit. After the Executive has received 80 installment payments, he becomes vested in the remainder of his Appreciation Benefit. As a result, the remaining installment payments due to the Executive will be increased to reflect the additional vested amount.

3. Required Provisions.

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

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

9. Miscellaneous.

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

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

The parties have caused this Agreement to be executed on the dates set forth below.