0001188112-10-001671 Sample Contracts

CHARTER FINANCIAL CORPORATION (a Federally-chartered Stock Corporation) 4,281,060 to 5,961,573 shares of COMMON STOCK ($0.01 Par Value) FORM OF AGENCY AGREEMENT
Agency Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • Maryland
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Employment Agreement
Employment Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • Georgia

This employment agreement (the “Agreement”) is made and entered into as of August 15, 2002 by and between charter financial corporation, a federally-chartered corporation having an office at 600 Third Avenue, West Point, GA 31833 (the “Company”) and Robert L. Johnson, an individual residing at 3345 Barnes Mill Road, Hamilton, GA 31811 (the “Executive”).

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Two-Year Change of Control Agreement
Change of Control Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • Georgia

This Amended and Restated Change of Control Agreement (the “Agreement”) is made and entered into as of December 23, 2009 (the “Effective Date”) by and among Charterbank, a federally-chartered savings bank having an office at 600 Third Avenue, West Point, GA 31833 (the “Bank”), Charter Financial Corporation, a federally-chartered corporation having an office at 600 Third Avenue, West Point, GA 31833 (the “Company”) and William C. Gladden (the “Officer”).

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CHARTERBANK SALARY CONTINUATION PLAN
Salary Continuation Plan • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • Georgia

THIS SALARY CONTINUATION PLAN AGREEMENT (this “Agreement”) is entered into as of this first day January, 2009 by and between Charterbank, a federally chartered thrift, supervised by the Office of Thrift Supervision (the “Employer”), located in West Point, Georgia, and Curt Kollar, an individual resident of Georgia (hereinafter referred to as the “Executive” or “Participant”) .

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ENDORSEMENT SPLIT-DOLLAR AGREEMENT Effective June 1, 2006
Endorsement Split-Dollar Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • Georgia

This Endorsement Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and David Z. Cauble (“Director”);

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ENDORSEMENT SPLIT-DOLLAR
Endorsement, Split-Dollar Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • Georgia

This Endorsement, Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and David L. Strobel (“Director”);

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ENDORSEMENT SPLIT-DOLLAR
Endorsement Split-Dollar Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • Georgia

This Endorsement Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and Jane W. Darden (“Director”);

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF NEIGHBORHOOD COMMUNITY BANK, NEWNAN, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and CHARTERBANK DATED AS OF JUNE 26, 2009
Purchase and Assumption Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • New York

THIS AGREEMENT, made and entered into as of the 26th day of June, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF NEIGHBORHOOD COMMUNITY BANK, NEWNAN, GEORGIA (the “Receiver”), CHARTERBANK, organized under the laws of the United States of America, and having its principal place of business in West Point, Georgia (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered

THIS FIRST AMENDMENT is made on this 23rd day of December, 2009, by and between Charter Financial Corporation (the “Company”) and Robert L. Johnson (the “Executive”).

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RP® FINANCIAL, LC. Serving the Financial Services Industry Since 1988 May 4, 2010
Charter Financial Corp/Ga • June 18th, 2010 • Savings institution, federally chartered

This letter sets forth the agreement between First Charter, MHC, West Point, Georgia (the “MHC”), Charter Financial Corporation (the “Company”) and RP® Financial, LC (“RP Financial”) for the independent appraisal services pertaining to the secondary offering of common stock by the Company. The MHC is the majority shareholder of the Company. And the Company is the sole shareholder of CharterBank. Pursuant to the transaction, the Company will remain the sole shareholder of CharterBank and the MHC will continue to retain majority ownership of the Company. The specific appraisal services to be rendered by RP Financial are described below.

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF MCINTOSH COMMERCIAL BANK, CARROLLTON, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and CHARTERBANK DATED AS OF MARCH 26, 2010
Purchase and Assumption Agreement • June 18th, 2010 • Charter Financial Corp/Ga • Savings institution, federally chartered • New York
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