FIRST EXTENSION OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.5

ATHENS FEDERAL COMMUNITY BANK
FIRST EXTENSION OF AMENDED AND RESTATED EMPLOYMENT
AGREEMENT WITH JEFFREY L. CUNNINGHAM

           WHEREAS, Athens Federal Community Bank (“Bank”) has entered into an amended and restated employment agreement (the “Agreement”) with Jeffrey L. Cunningham (“Executive”); and

           WHEREAS, a copy of the Agreement is attached hereto; and

           WHEREAS, Section 17 of the Agreement permits the parties to amend the Agreement by mutual consent; and

           WHEREAS, the parties have mutually agreed to extend the term of the Agreement as set forth herein and to modify the Agreement as set forth herein.

           NOW, THEREFORE, for and in consideration of the premises set for the herein, and other good and valuable considerations, the receipt and sufficiency of where are hereby acknowledged, the parties hereto agree as follows:

           WHEREFORE, the undersigned hereby execute this First Extension of Amended and Restated Contract of Employment as of the 1 ^st day of January, 2009.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     PREAMBLE. This Agreement is entered into as of the 1 ^st day of January, 2008, by and between Athens Federal Community Bank (the “Bank”), and Jeffrey L. Cunningham (the “Executive”).

     WHEREAS, the Bank and the Executive have previously executed an Employment Agreement effective August 26, 1999, a First Amendment thereto dated December 20, 1999, a Second Amendment thereto dated September 19, 2001, and a Third Amendment thereto dated December 18, 2002, and which Employment Agreement, as amended, has been the subject of a First Extension, a Second Extension, a Third Extension, a Fourth Extension, a Fifth Extension, a Sixth Extension and a Seventh Extension dated December 21, 2006; and

     WHEREAS, Section 17 of the Employment Agreement permits the parties to amend the Employment Agreement by mutual written consent, and the parties now wish to make certain further amendments to the terms of the Employment Agreement; and

     WHEREAS, the parties further wish to consolidate the numerous Amendments and Extensions of the Employment Agreement into this Amended and Restated Employment Agreement (hereinafter, the “Agreement”), which Agreement shall, except as expressly provided herein, replace and supersede the original Employment Agreement and all Amendments and Extensions thereto.

     NOW, THEREFORE, the undersigned AGREE as follows:

     1.  Defined Terms . When used anywhere in this Agreement, the following terms shall have the meaning set forth herein.

          (a) “ Board ” shall mean the Board of Directors of the Bank.

          (b) [intentionally omitted]

          (c) “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and as interpreted through applicable rulings and regulations in effect from time to time.

          (d) [intentionally omitted]

          (e) “ Disability ” shall mean, for purposes of this Agreement, a physical or mental infirmity which impairs the Executive’s ability to substantially perform his duties under this Agreement and which results in the Executive becoming eligible for long-term disability benefits under the Bank’s long-term disability plan (or, if the Bank has no such plan in effect, which impairs the Executive’s ability to substantially perform his duties under this Agreement for a period of 180 consecutive days).

          (f) “ Effective Date ” shall mean August 26, 1999.

          (g) “ Expiration Date ” shall mean the date on which the term of this Agreement expires pursuant to Section 6 hereof, taking into account any and all renewals of such term.

          (h) “Good Reason ” shall mean any of the following events, which has not been consented to in advance by the Executive in writing: (i) a material diminution in the Executive’s base compensation, as the same may be increased from time to time; (ii) a material diminution in the Executive’s authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor (or supervisory committee) to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors of the Bank; (iv) a material diminution in the budget over which the Executive retains authority; (v) a material change in the geographic location at which the Executive must perform the services he is required to perform hereunder; or (vi) any other action or inaction that constitutes a material breach by the Bank of this Agreement, the Supplemental Executive Retirement Plan by and between the parties and dated December 26, 2006 as the same may be subsequently amended, or any other agreements related or ancillary hereto or thereto.

          (i) “ Just Cause ” shall mean, in the good faith determination of the Board, the Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform duties stated herein, willful violation of any law, rule or regulation (other than traffic violations or similar non-criminal offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall (1) be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Bank, or (2) be considered to establish “Just Cause” unless the Board has first given the Executive both a written notice detailing the conduct that is alleged to constitute Just Cause, and a reasonable opportunity to justify or cure (if possible) such conduct.

          (j) “ Present Value ” of any sum shall be computed by utilizing the applicable federal rate, as determined pursuant to the applicable provisions of the Internal Revenue Code.

          (k) [intentionally omitted].

          (l) [intentionally omitted].

     2.  Employment . The Executive is employed as the Bank’s President and Chief Operating Officer. The Executive shall render such administrative and management services for the Bank as are currently rendered and as are customarily performed by persons situated in similar executive capacities. The Executive shall also promote, by entertainment or otherwise, as and to the extent permitted by law, the business of the Bank. The Executive’s other duties shall be such as the Board may from time to time reasonably direct, including normal duties as an officer of the Bank.

     3.  Base Compensation . During the term of this Agreement, the Bank agrees to pay the Executive, in cash not less frequently than monthly, a salary at the rate of $231,854.07 per year.

     4.  Incentive Compensation and Long-Term Compensation . On or as soon as practical after December 31 of each year, beginning after October 31, 2001, the bank shall both pay the Executive a cash bonus determined in accordance with subsection (a) hereof; and shall credit a deferred compensation account in his name with an amount determined and governed by subsection (b) hereof.

          (a) The cash bonus payable for the bank to the Executive shall be determined according to the following schedule, based on the Bank’s net after-tax income (“NATI”) determined without regard to the cash bonus for the year, but with regard to the credit accrued during the year pursuant to subsection (b) hereof.

          (b) The annual credit to be made by the bank to a deferred compensation account (“The Account”) payable to the Executive shall be 20% of his annual base compensation that is in effect on December 31 of the year to which the credit relates. The Executive’s vested interest in each annual credit shall be determined as follows: 1/3 shall be vested on the date of the credit, and the other 2/3 shall vest equally on each of the next two December 31st, provided that any one of the following conditions is satisfied for the year in question:

               (i) The Executive’s employment terminates during the calendar year due to Good Reason or his death or disability, or

               (ii) The Executive is employed on December 31, the Bank’s NATI exceeds $750,000.00, and the Bank’s most recent CAMELS rating is 1 or 2 (or CAMELS 3 or 4 due to circumstances which the board determines have been beyond the Executive’s control).

     With respect to all credits to his accounts, the Executive shall be entitled to elect, on a perspective quarterly basis using the form attached hereto as Exhibit “A” the measure for the rate of return on his account. The bank shall pay the Executive the vested portion of the account in three substantially equal installments beginning with the January 1 ^st after he terminates employment with the bank for any reason. In the event that the Executive is not living at the time for payment of any such amounts, payment will be made to the beneficiaries designated in a Distribution Election Form delivered to the Bank in substantially the form attached as Exhibit “B.”

     5.  Other Benefits .

          (a)  Participation in Retirement Medical and Other Plans . During the term of this Agreement, the Executive shall be eligible to participate at no cost to himself in any of the following benefit plans that the Bank now or hereafter maintains: group