Atlantic Coast Federal Corp Sample Contracts

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ATLANTIC COAST FINANCIAL CORPORATION (a Maryland-chartered stock corporation) Up to 2,300,000 Shares (Subject to Increase Up to 2,645,000 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT November 12, 2010
Agency Agreement • November 18th, 2010 • Atlantic Coast Federal Corp • Savings institution, federally chartered • New York

Atlantic Coast Federal Corporation, a federally-chartered stock corporation (the “Mid-Tier Holding Company”), Atlantic Coast Financial Corporation, a Maryland corporation organized to be the successor to the Mid-Tier Holding Company (the “Holding Company”), Atlantic Coast Federal, MHC, a federally-chartered mutual holding company (the “MHC”) that owns 65.1% of the outstanding common stock of the Mid-Tier Holding Company, and Atlantic Coast Bank, a federally-chartered stock savings bank (the “Bank”) whose outstanding common stock is owned in its entirety by the Mid-Tier Holding Company (collectively the Holding Company, Mid-Tier Holding Company, the MHC, and the Bank, the “Primary Parties”), hereby confirm, jointly and severally, their agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel” or “Agent”), as follows:

ADOPTION AGREEMENT FOR ATLANTIC COAST FEDERAL EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
Exhibit 10 • October 13th, 2004 • Atlantic Coast Federal Corp • Savings institution, federally chartered • New York
EXHIBIT 10.2
Employment Agreement • March 25th, 2004 • Atlantic Coast Federal Corp • Coast
EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2010 • Atlantic Coast Federal Corp • Savings institution, federally chartered • Georgia

This Employment Agreement (the “Agreement”) is made effective as of January 1, 2010 (the “Effective Date”), by and between Atlantic Coast Bank (the “Bank”) and Carl W. Insel (the “Executive”), and supercedes and replaces the prior employment agreement dated May 8, 2009. 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. Any reference to the “Employer” shall mean both the Company and the Bank.

SECOND AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • December 17th, 2009 • Atlantic Coast Federal Corp • Savings institution, federally chartered • Georgia

THIS SECOND AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT (the “Agreement”) is made as of December 11, 2009 by and between ATLANTIC COAST BANK (the “Bank”), its successors and assigns and CARL W. INSEL. (the “Executive”). The original agreement, which was last amended and restated effective January 1, 2006, is being amended and restated to make certain changes to the Agreement’s vesting and benefit calculation provisions.

EMPLOYMENT AGREEMENT
Employment Agreement • July 1st, 2010 • Atlantic Coast Federal Corp • Savings institution, federally chartered • Florida

This Employment Agreement (the “Agreement”) is made effective as of June 25, 2010 (the “Effective Date”), by and between Atlantic Coast Federal Corporation (the “Company” or “Employer”) and Jay Sidhu (the “Executive”). The Company owns 100% of the common stock of Atlantic Coast Bank (the “Bank”), and is the majority-owned subsidiary of Atlantic Coast Federal, MHC (the “MHC”).

SECOND AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • March 31st, 2009 • Atlantic Coast Federal Corp • Savings institution, federally chartered • Georgia

THIS SECOND AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT (the “Agreement”) is made as of January 1, 2005 by and between ATLANTIC COAST BANK (the “Bank”), its successors and assigns and ROBERT J. LARISON, JR. (the “Executive”).

EXHIBIT 99.2
Atlantic Coast Federal Corp • March 25th, 2004

This letter sets forth the agreement between Atlantic Coast Federal, Waycross, Georgia (the "Association"), and RP Financial, LC. ("RP Financial"), whereby the Association has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by the Association's Board of Directors in conjunction with the concurrent reorganization and minority stock offering. These services are described in greater detail below.

EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2009 • Atlantic Coast Federal Corp • Savings institution, federally chartered • Georgia

This Employment Agreement (“Agreement”) is made by and between Atlantic Coast Bank (the “Bank”), and Robert J. Larison, Jr. (“Executive”) this 11th day of December, 2009 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.

EXHIBIT 99.1
Atlantic Coast Federal Corp • March 25th, 2004
SUPERVISORY AGREEMENT
Supervisory Agreement • December 16th, 2010 • Atlantic Coast Federal Corp • Savings institution, federally chartered

This Supervisory Agreement (Agreement) is made this 10th day of December, 2010, by and through the Board of Directors (Board) of Atlantic Coast Bank, Waycross, Georgia, OTS Docket No. 17022 (Association) and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Southeast Region (Regional Director);

RECITALS
Coast Federal Deferred Compensation Plan • May 3rd, 2004 • Atlantic Coast Federal Corp • Savings institution, federally chartered
THIRD AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • December 17th, 2009 • Atlantic Coast Federal Corp • Savings institution, federally chartered • Georgia

THIS THIRD AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT (the “Agreement”) is made as of December 11, 2009 by and between ATLANTIC COAST BANK (the “Bank”), its successors and assigns and ROBERT J. LARISON, JR. (the “Executive”). The original agreement, which was effective January 1, 2005, is being amended and restated to make certain changes to the Agreement’s vesting and benefit calculation provisions.

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NON-COMPETE AND NON-SOLICITATION AGREEMENT
Non-Compete and Non-Solicitation Agreement • December 17th, 2009 • Atlantic Coast Federal Corp • Savings institution, federally chartered • Georgia

This NON-COMPETE AND NON-SOLICITATION AGREEMENT (the “Agreement”) is dated as of December 11, 2009, by and between Robert J. Larison, Jr. (“Executive”) and Atlantic Coast Bank (the “Bank”), a wholly-owned subsidiary of Atlantic Coast Federal Corporation (the “Company”).

ATLANTIC COAST BANK SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Atlantic Coast Bank • January 7th, 2010 • Atlantic Coast Federal Corp • Savings institution, federally chartered • Georgia

This Split Dollar Agreement (“Agreement”) is entered into effective January 1, 2010, between Atlantic Coast Bank (“Bank”) and Thomas B. Wagers, Sr. (“Insured”) with respect to certain life insurance policies (the “Policy” or “Policies”) issued by a duly licensed life insurance company (the “Insurer”).

SUPERVISORY AGREEMENT
Supervisory Agreement • December 16th, 2010 • Atlantic Coast Federal Corp • Savings institution, federally chartered

This Supervisory Agreement (Agreement) is made this 10th day of December, 2010, by and through the Board of Directors (Board) of Atlantic Coast Federal, MHC, Waycross, Georgia, OTS Docket No. H-3882 (Holding Company) and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Southeast Region (Regional Director);

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