0001193125-03-055468 Sample Contracts

GUARANTEE AGREEMENT AF Bankshares, Inc. Dated as of July 16, 2001
Guarantee Agreement • September 29th, 2003 • Af Financial Group • National commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 16, 2001, is executed and delivered by AF Bankshares, Inc., a federally chartered savings and loan holding company incorporated under the laws of the United States (the “Guarantor”), and The Bank of New York, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of AF Capital Trust I, a Delaware statutory business trust (the “Issuer”).

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AF BANKSHARES, INC. EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2003 • Af Financial Group • National commercial banks • North Carolina

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 18, 2002 by and between AF FINANCIAL GROUP, a stock corporation organized and operating under the federal laws of the United States and having an office at 21 East Ashe Street, West Jefferson, North Carolina 28694 (“Company”) and MELANIE P. MILLER, an individual residing at 8217A NC Highway 163, West Jefferson, North Carolina 28694 (“Executive”). Any reference to “Bank” herein shall mean AF Bank and any successor thereto.

AF BANKSHARES, INC. SALARY CONTINUATION FIXED AND FLEXIBLE PREMIUM LIFE INSURANCE AGREEMENT
Agreement • September 29th, 2003 • Af Financial Group • National commercial banks • North Carolina

This Agreement made and entered into this 15th day of April, 2002, by and between AF Bankshares, Inc., a Corporation, hereinafter referred to as “Corporation,” and James A. Todd, a Key Employee and Executive of the Corporation, hereinafter referred to as “Executive”. Any reference to “Bank” herein shall mean AF Bank.

AF BANK EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2003 • Af Financial Group • National commercial banks • North Carolina

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 18, 2002 by and between AF BANK, a savings bank organized and operating under the federal laws of the United States and having an office at 21 East Ashe Street, West Jefferson, North Carolina 28694 (“Bank”) and JAMES A. TODD, an individual residing at 849 Clyde Houck Road, Todd, North Carolina 28684 (“Executive”). Any reference to “Company” herein shall mean AF Bankshares, Inc. and any successor thereto.

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