Second Amendment to Athens Federal Community Bank Supplemental Executive Retirement Plan Agreement

1.

Section 1.12 of the Agreement is amended by deleting it in its entirety, and replacing it with the following:

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

2.2.1  Amount of Benefit . The benefit under this Section 2.2 is the vested Account Value determined as of the end of the Plan Year preceding Separation from Service. This benefit is determined by vesting the Executive in twenty eight point five seven percent (28.57%) of the Account Value as of December 31, 2008, and an additional eight point nine three percent (8.93%) of said amount for each succeeding year thereafter until the Executive becomes one hundred percent (100%) vested in the Account Value.

4.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original.

5.

All capitalized terms not defined herein shall have the meanings set forth in the 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 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 deceased 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 or the Bank undertakes a Mutual to Stock Conversion.

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 directors 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.

1.8

“ Early Involuntary Termination ” means that the Executive, prior to Normal Retirement Age, has experienced a Separation from Service, following receipt of a written notification from the Bank that such Separation from Service has occurred for reasons other than Termination for Cause, Disability, or Early Voluntary Termination.

1.9

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

1.10

“ Effective Date ” means January 1, 2007.

1.11

“ Mutual to Stock Conversion ” shall mean the conversion of the Bank from a mutual savings bank to a stock savings bank and which directly or by a parent corporation issues publicly traded or closely held stock to public shareholders. A Mutual to Stock Conversion shall include: 1) a transaction whereby any portion of the stock of the Bank is owned by public shareholders and not solely by a parent mutual holding company, and 2) a transaction whereby the stock of the Bank is 100% owned by a parent holding company (“Parent”) and any portion of the stock of the Parent is owned by public shareholders and not solely by a parent mutual holding company.

1.12

“ Normal Retirement Age ” means the Executive attaining age fifty-six (56).

1.13

“ Normal Retirement Date ” means the later of Normal Retirement Age or the date of Separation from Service.

1.14

“ Plan Administrator ” means the Board or such committee or person as the Board shall appoint from time to time.

1.15

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

1.16

“ Schedule A ” means the schedule attached to this Agreement and made a part hereof. Schedule A shall be updated upon a change in any of the benefits under Articles 2 or 3.

(a)

the Executive continues to provide services as an employee of the Bank at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment (or, if employed less than three (3) years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three (3) full calendar years of employment (or, if less, such lesser period), or

(b)

the Executive continues to provide services to the Bank in a capacity other than as an employee of the Bank at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment (or if employed less than three (3) years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three (3) full calendar years of employment (or if less, such lesser period).

1.18

“ 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 fast day of the fourth month following the close of the identification period.

1.19

“ Termination for Cause ” means Separation from Service by action of the Board of Directors or a banking regulatory agency resulting from the Executive’s:

2.1

Normal Retirement Benefit . Upon the Normal Retirement Date, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

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 Article.

2.3

Early Involuntary Termination Benefit . If Early Involuntary Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.4.1

Amount of Benefit . The benefit under this Section 2.4 is one hundred percent (100%) of the Account Value determined as of the end of the Plan Year preceding Separation from Service.

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 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.