SECOND AMENDMENT TO THE HOMEBANC MORTGAGE CORPORATION 401(K) RETIREMENT PLAN

EXHIBIT 10.1

SECOND AMENDMENT TO THE HOMEBANC MORTGAGE CORPORATION

401(K) RETIREMENT PLAN

THIS SECOND AMENDMENT TO THE HOMEBANC MORTGAGE CORPORATION 401(K) RETIREMENT PLAN (the “Plan”) is made effective on the date indicated below by HomeBanc Corp.

W I T N E S S E T H:

WHEREAS, the Plan was adopted effective May 1, 2000 and amended and restated effective April 1, 2005; and

WHEREAS, certain employees of HomeBanc Corp. and HomeBanc Mortgage Corporation will be terminated and be immediately rehired by a joint venture created between HomeBanc Mortgage Corporation and an unrelated third party (the “Joint Venture”);

WHEREAS, subsequent to their termination of their employment, these individuals will have their account balance transferred to the HMB Mortgage Partners LLC 401(k) Retirement Plan;

WHEREAS, HomeBanc Corp. desires to recognize services for eligibility and vesting purposes for those individuals who return to employment with HomeBanc Corp. or HomeBanc Mortgage Corporation following their transfer from and to a Joint Venture; and

WHEREAS, HomeBanc Corp. now desires to amend the Plan to provide for such transfers and for other reasons.

NOW, THEREFORE, the Plan is hereby amended as follows:

1.

A new Appendix A is hereby added to the Plan as follows:

“APPENDIX A

TRANSFERS OF PARTICIPANTS BETWEEN THIS PLAN

AND THE HMB 401(k) PLAN

third party. HomeBanc Mortgage Corporation owns less than 80% of this joint venture and accordingly, the joint venture is not part of the HomeBanc Mortgage Corporation controlled group. Prior to the transfer of employment, such individuals participated in this Plan. Subsequent to August 1, 2006, those individuals who did not previously request a distribution of their vested account balance from this Plan will have their account balance in this Plan transferred from the HomeBanc Plan to this Plan in a trustee to trustee transfer. The provisions of this Appendix A shall apply to the transfer of such account balances.

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1.05       Break in Service. A Participant who formerly participated in the Plan and who is reemployed by an Employer after having been employed by a Joint Venture shall participate in the Plan immediately upon reemployment (if the Participant is an Eligible Employee) and shall be treated as not having incurred a Break in Service as a result of his or her employment with the Joint Venture. In addition, Years of Service with a Joint Venture shall be recognized as Years of Service for purposes of this Plan.

1.06       Limitations on In-Service Distributions. Amounts transferred from the HMB 401(k) Plan to this Plan attributable to a Participant’s non-elective contributions (e.g., profit sharing contributions required by a safe harbor 401(k) plan) may not be distributed in hardship distribution under this Plan.

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2.

Subsection 1.57(a) of the Plan is hereby amended by adding at the end of this subsection the following sentence:

“For purposes of this definition, amounts that are not available to a Participant in cash in lieu of group health coverage because the Employee is not able to certify that he or she has other health coverage shall be treated as amounts that were not includible in the gross income of such Participant by reason of Code section 125, or as “deemed section 125 compensation;” provided, however, that an amount is permitted to be treated as “deemed section 125 compensation” only if the Employer does not otherwise request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.”

3.

Subsection 3.09(b) of the Plan is hereby deleted and a new subsection 3.09(b) is replaced as follows:

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bears to the Compensation of all such Participants. If such reallocation would result in an addition to another Participant’s Account which exceeds the permitted limit, that excess shall likewise be reallocated among the Participants whose Accounts do not exceed the limit. However, if the allocation or reallocation of the excess amounts pursuant to these provisions causes the limitations of Code section 415 to be exceeded with respect to each Participant for the limitation year, then any such excess shall be held unallocated in a suspense account. If the suspense account is in existence at any time during a Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the suspense account shall be allocated and reallocated to Participants’ Accounts (subject to the limitations of Code section 415) before any Contributions which would constitute annual additions may be made to the Plan for that limitation year.”

4.

Subsection 7.03(a) of the Plan is hereby deleted and a new subsection 7.03(a) is added as indicated below. The purpose of this amendment is to delete the third sentence to the former subsection 7.03(a).

“(a)       Restrictions. A Participant shall not be permitted to make a withdrawal unless he is employed by the Employer or an Affiliated Employer. The minimum withdrawal permitted under Plan sections 7.01 and 7.02 shall be $100 or, if less, the total value of the Participant’s vested Accounts available for a withdrawal. A Participant may not obtain more than two in-service withdrawals each under Plan section 7.01(a) and (b) in any Plan year.”

5.

Subsection 13.01(a) of the Plan is hereby deleted and a new subsection 13.01(a) is added as indicated below. The purpose of this amendment is to add a new sentence to the end of Section 13.01(a).

“(a)        Authority to Amend. The Board of Directors reserves the right at any time or from time to time, and for any reason, to modify, alter or amend, in whole or in part, any or all of the provisions of the Plan or its concomitant Trust agreement, prospectively or retroactively, if deemed necessary or appropriate, by a majority vote of its members at a meeting, by unanimous consent in lieu of a meeting, or in any other manner permissible under applicable state law. In addition, the Board of Directors in its sole discretion may delegate all or part of the authority to amend the Plan or its concomitant Trusts to an appropriate officer or officers of HomeBanc Corp. Specifically, the Board of Directors delegates to any senior officer of the Company the right to approve and adopt, without approval of the Board, any amendment required by law or necessary to maintain the tax qualified status of the Plan or any amendment that does not materially increase the costs associated with the Plan.”

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6.

Section 13.02 of the Plan is hereby deleted and a new subsection 13.02 is added as indicated below. The purpose of this amendment is to clarify that a senior officer may act as the designee of the board of directors in certain specified occasions.

(a)          Adoption of Plan. If any company is or becomes a subsidiary of or associated with HomeBanc Corp., the Board of Directors or its delegate (including any senior officer of HomeBanc Corp.) may authorize the employees of that subsidiary or associated company to participate in the Plan upon appropriate action by that company necessary to adopt the Plan. By adopting the Plan, such subsidiary or associated company shall be deemed to have delegated to the Board of Directors the sole authority to amend, merge or otherwise modify the Plan, except to the extent such authority has been delegated to an appropriate officer or officers of HomeBanc Corp. Such Employer’s employees shall be subject to the terms of the Plan; provided, however, that by a written addendum to the Plan certain employees employed in one or more specified divisions, plants, locations or other identifiable employee groups may be excluded from participation in the Plan; and provided, further, that the terms and provisions of the Plan with respect to such employees may be modified or supplemented as described in such written addendum.

(b)          Termination of Participation. Each Employer reserves the right to terminate its participation in the Plan prospectively or to prospectively discontinue accruals under the Plan with respect to its otherwise eligible employees by action of its board of directors and in accordance with applicable law. Further, with the consent of the Board of Directors, or its delegate, any entity participating in the Plan may, by action of its board of directors, withdraw from the Plan by giving six months’ advance notice of its intention to the Administrator, unless a shorter notice period shall be agreed to in writing by the Board of Directors, or its delegate. The withdrawal of an Employer shall be effected in accordance with such terms and conditions as may be agreed upon by the Board of Directors, or its delegate, and the withdrawing Employer under applicable law. Should the Board of Directors or its delegate, and the withdrawing Employer not reach agreement, the accrued benefits of affected Participants shall continue to be held under the Plan until distributed. For purposes of this Section 13.02, the Board designates any senior officer of the Company as its delegate.”

7.

IN WITNESS WHEREOF, the Board of Directors of HomeBanc Corp. has caused this Second Amendment to be duly executed as of the day and year first above written.