FORM OF ATHENS FEDERAL COMMUNITY BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

1.1

“ Account Value ” means the amount shown on Schedule A under the heading Account Value. The parties expressly acknowledge that the Account Value may be different than the liability that should be accrued by the Bank, under U.S. Generally Accepted Accounting Principles (“GAAP”), for the Bank’s obligation to the Executive under this Agreement. The Account Value on any date other than the end of a Plan Year shall be determined by adding the prorated increase attributable for the current Plan Year to the Account Value for the previous Plan Year.

1.2

“ Beneficiary ” means each designated person or entity, or the estate of the Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4.

1.3

“ Beneficiary Designation Form ” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4

“ Board ” means the Board of Directors of the Bank as from time to time constituted.

1.5

“ Change in Control ” means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder.

1.6

“ Code ” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date of this Agreement.

1.7

“ Disability ” means the Executive: (i) 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 can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less

than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or director’s of the Bank provided that the definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration’s or the provider’s determination.

1.9

“ Early Voluntary Termination ” means that the Executive, prior to his Normal Retirement Age, experiences a Separation from Service for reasons other than Termination for Cause, Disability, death of the Executive or Early Involuntary Termination.

1.11

“ Normal Retirement Age ” means the Executive attaining age fifty-eight (58).

1.13

“ Plan Year ” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year.

1.15

“ Separation from Service ” means the termination of the Executive’s employment with the Bank. Whether a Separation from Service takes place is determined in accordance with the requirements of Code Section 409A based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Bank and the Executive intended for the Executive to provide significant services for the Bank following such termination a Separation from Service will not have occurred if:

remuneration earned during the final three (3) full calendar years of employment (or if less, such lesser period).

1.16

“ Specified Employee ” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise, as determined by the Plan Administrator based on the twelve (12) month period ending each December 31 (the “identification period”). If the Executive is determined to be a Specified Employee for an identification period, the Executive shall be treated as a Specified Employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of the fourth month following the close of the identification period.

(a)

Gross negligence or gross neglect of duties to the Bank; or

(b)

Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Bank; or

(c)

Fraud, disloyalty, dishonesty or willful violation of any law or significant Bank policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Bank.

2.1

Normal Retirement Benefit, Upon the Executive’s Separation from Service on or after attaining his Normal Retirement Age for any reason other than death or a Termination for Cause, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.2

Early Voluntary Termination Benefit . If Early Voluntary Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.

As of Date

Vested Percentage

28.57

%

37.50

%

46.43

%

55.36

%

64.29

%

73.22

%

82.15

%

91.08

%

100.00

%

2.2.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first business day of the month following Normal Retirement Age. The annual benefit shall be distributed to the Executive for twenty (20) years.

2.3.1

Amount of Benefit . The benefit under this Section 2.3 is one hundred percent (100%) of the Account Value determined as of the end of the Plan Year preceding Separation from Service.

2.4

Disability Benefit . If the Executive experiences a Disability which results in a Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first business day of the month following the date of Separation of Service resulting from such Disability determination. The annual benefit shall be distributed to the Executive for twenty (20) years.

2.5.1

Amount of Benefit . The benefit under this Section 2.5 is one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1.

2.6

Restriction on Timing of Distribution . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Separation from Service, the provisions of this Section 2.6 shall govern all distributions hereunder. Benefit distributions that are made due to a Separation from Service occurring while the Executive is a Specified Employee shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified. Notwithstanding the forgoing, no such delay or continued delay in payments shall be required following the death of the Executive.

2.8

Change in Form or Timing of Distributions . For distribution of benefits under this Article 2, the Executive and the Bank may, subject to the terms of Section 8.1, amend the Agreement to delay the timing or change the form of distributions. Any such amendment:

3.1

Death During Active Service . If the Executive dies prior to Separation from Service, the Bank shall distribute to the Beneficiary the benefit d