Athens Federal Community Bank Amended Group Term Carve Out Plan This Plan

1.1

“Change of Control” means the transfer of shares of the Company’s voting common stock such that one entity or one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than 50 percent of the Company’s outstanding voting common stock.

1.2

“Compensation Committee” means either the Compensation Committee designated from time to time by the Company’s Board of Directors or a majority of the Company’s Board of Directors, either of which shall hereinafter be referred to as the Compensation Committee.

1.3

“Disability” means the Participant suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Participant or by the Social Security Administration to be a disability rendering the Participant totally and permanently disabled. The Participant must submit proof to the Company of the carrier’s or Social Security Administration’s determination upon the request of the Company.

1.4

“Insured” means the individual whose life is insured.

1.5

“Insurer” means the insurance company issuing the life insurance policy on the life of the Insured.

1.6

“Normal Retirement Age” means the Participant attaining age 65.

1.7

“Normal Retirement Date” means the later of the Normal Retirement Age or the date that the Participant terminates employment or is terminated for any reason other than termination for Cause.

1.8

“Participant” means the employee who is designated by the Compensation Committee to participate in this Plan, elects in writing to participate in this Plan using the form attached hereto as Exhibit A and signs a Split Dollar Policy Endorsement for each Policy in which the Participant is the Insured.

1.9

“Policy” or “Policies” means the individual insurance policy or policies adopted by the Compensation Committee for purposes of insuring a Participant’s life under this Plan.

1.10

“Plan” means this document including all amendments thereto.

1.11

“Termination for Cause” means that the Company has terminated the Participant’s employment for any of the following reasons:

1.12

“Three Times Base Annual Salary” means the current base annual salary of the Participant at the date of the Participant’s death, multiplied by a factor of three (3).

2.1

Eligibility to Participate. The Compensation Committee in its sole discretion shall designate from time to time executives that are eligible to participate in this Plan.

2.2

Participation. The eligible executive may participate in this Plan by executing an Election to Participate and a Split Dollar Policy Endorsement for each Policy. The Split Dollar Policy Endorsement shall bind the Participant and his or her beneficiaries, assigns and transferees to the terms and conditions of this Plan. An executive’s participation is limited to only Policies where he or she is the Insured.

2.3

Termination of Participation. A Participant’s lights under this Plan shall cease and his or her participation in this Plan shall terminate if either of the following events occur:

3.1

Participant’s Interest . The Participant or the Participant’s assignee shall have the right to designate the beneficiary of an amount of death proceeds noted in Sections 3.1.1 below. The Participant shall also have the right to elect and change settlement options with the consent of the Company and the Insurer.

3.2

Company’s Interest. The Company shall own the Policies and shall have the right to exercise all incidents of ownership except that the Company shall not sell, surrender or transfer ownership of a Policy so long as a Participant has an interest in the Policy as described in section 3.1. This provision shall not impair the right of the Company to terminate this Plan. With respect to each Policy, the Company shall be the beneficiary of the remaining death proceeds of the Policy after the Participant’s Interest is determined according to section 3.1.

4.1

Premium Payment. The Company shall pay all premiums due on all Policies.

4.2

Economic Benefit. The Company shall determine the economic benefit attributable to the Participant based on the amount of the current term rate for the Participant’s age multiplied by the aggregate death benefit payable to the Participant’s beneficiary, the “current term rate” is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

4.3

Imputed Income. The Company shall impute the economic benefit to the Participant on an annual basis.