Engagement Confirmation Letter

Exhibit 1.1

[Letterhead of KBW]

June 9, 2009

Athens Federal Community Bank
106 Washington Avenue NW
Athens, Tennessee 37303
Attention: Jeffrey L Cunningham President

Ladies and Gentlemen:

     This letter confirms the engagement of Keefe, Bruyette and Woods, Inc (“KBW”) to act as the Records Agent to Athens Federal Community Bank the “Bank”) in connection with the Bank’s proposed conversion from the mutual to the stock form of organization pursuant to a Plan of Conversion (the “Conversion”). In order to effect the conversion, it is contemplated that all of’ the Bank’s common stock to be outstanding pursuant to the Conversion will be issued to a holding company ( the “Holding Company”) to be formed by the Bank, and that the Holding Company will offer and sell shares of its common stock (the “Common Stock”) to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Direct Community Offering and, under certain circumstances, to the general public in a Syndicated Community Offering (the Subscription Offering, Direct Community Offering and any Syndicated Community Offering are collectively referred to herein as the “Offerings”). The Bank and the Holding Company are sometimes collectively referred to herein as the “Company”.

Records Agent Services : As Records Agent, and as the Company may reasonably request, we anticipate our services will include the following, each as may be necessary:

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Fees : For the Records Agent services outlined above, the Company agrees to pay KBW a fee of $20,000. This fee is based upon the requirements of current banking regulations, the Plan of Conversion as currently contemplated, and the expectation that member data will be processed as

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of three key record dates. Any material changes in regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees. All fees under this agreement shall be payable as follows: (a) $10,000 payable upon execution of this agreement, which shall be non-refundable; and (b) the balance upon the mailing of the proxy solicitation and offering materials.

Costs and Expenses : In addition to any fees that may be payable to KBW hereunder, the Company agrees to reimburse KBW, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, without limitation, travel, lodging, food, telephone, postage, listings, forms and other similar expenses; provided, however, that KBW shall document such expenses to the reasonable satisfaction of the Company.

Reliance on Information Provided : The Company agrees to provide KBW with such information as KBW may reasonably require to carry out its services under this agreement. The Company recognizes and confirms that KBW (a) will use and rely on such information in performing the services contemplated by this agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the information or to conduct any independent verification of such information.

Limitations : KBW, as Records Agent hereunder, (a) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the genuineness or legal sufficiency of any order form or the validity, sufficiency, value or genuineness of any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) shall not be obliged to take any legal action hereunder which might in its ,judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (d) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other . document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

     The Company also agrees neither KBW, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of’ its affiliates, shall be liable to any person or entity, including the Company, by reason of’ any error of judgment, or for any act done by it in good faith, or fox any mistake of’ law or fact in connection with this agreement and the performance hereof, unless caused by or arising primarily out of KBW’s bad faith, willful misconduct, or gross negligence. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party (as defined herein) may have at common law or otherwise, including, but not limited to, any right to contribution.

     Anything in this agreement to the contrary notwithstanding, in no event shall KBW be liable for special, indirect or consequential loss or. damage of any kind whatsoever (including but not limited to lost profits), even if KBW has been advised of the likelihood of’ such loss or damage and regardless of the form of’ action.

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Indemnification : The Company agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees, and agents of’ KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an “Indemnified Party”) to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, related to or arising out of the engagement of KBW pursuant to, and the performance by KBW of the services contemplated by, this letter, and will reimburse any Indemnified Patty for all expenses (including reasonable counsel fees and expenses) as they are incurred, including expenses incurred in connection with investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action or proceeding arising therefrom, whether ox not KBW is a Party. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability ox expense is found in a final judgment by a court of competent jurisdiction to have resulted from KBW’s bad faith, willful misconduct or gross negligence.

     If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the teens hereof) to any person otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Company shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBW’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement For the purposes of this Agreement, the relative benefits to the Company and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or- contemplated to be paid or received or contemplated to be received by the Company in the Conversion and the Offerings that are the subject of’ the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement..

     This letter constitutes the entire Agreement between the parties with respect to the subject matter hereof’ and can be altered only by written consent signed by the parties. This Agreement is governed by the laws of the State of New York applicable to contracts executed in and to be performed in that state, without regard to such state’s rules concerning conflicts of laws. Any right to trial by jury with respect to any claim or action arising out of this agreement or conduct in connection with the engagement is hereby waived by the parties hereto .

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     If the foregoing correctly sets forth our mutual understanding, signing and returning the original copy of this letter to the undersigned:

Very truly yours,