FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made this 11th day of June, 2009 by and between MMA FINANCIAL, INC., a Maryland corporation (“Employer”) and DAVID KAY (“Employee”).

WHEREAS, Employer and Employee are parties to that certain Employment Agreement dated November 7, 2007 by and between Employer and Employee; and

WHEREAS, Employer and Employee desire to modify certain terms of the Employment Agreement as more particularly set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee hereby agree as follows:

1.  2006 Form 10-K Completion Bonus . The parties agree that the 2006 Form 10K Completion Bonus provided for in Section 2(c) of the Employment Agreement, shall be paid ratably during the period from May 1,