0000950123-09-056269 Sample Contracts

ATHENS BANCSHARES CORPORATION up to Shares (subject to increase up to shares) COMMON SHARES ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT , 2009
Agency Agreement • November 2nd, 2009 • Athens Bancshares Corp • Savings institution, federally chartered • New York

Athens Bancshares Corporation, a Tennessee corporation (the “Company”), and Athens Federal Community Bank, a federal savings bank located in Athens, Tennessee (the “Bank”) (references to the “Bank” include the Bank in mutual or stock form as indicated by the context), the deposit accounts of which are insured by the Federal Deposit Insurance Corporation (“FDIC”), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (the “Agent”) as follows:

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FORM OF ATHENS FEDERAL COMMUNITY BANK EMPLOYMENT AGREEMENT
Employment Agreement • November 2nd, 2009 • Athens Bancshares Corp • Savings institution, federally chartered • Tennessee

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [date], by and among ATHENS FEDERAL COMMUNITY BANK, a federally-chartered savings bank (the “Bank”), JEFFREY L. CUNNINGHAM (the “Executive”), and ATHENS BANCSHARES CORPORATION, a Tennessee corporation and the holding company of the Bank, solely as guarantor (the “Corporation”).

FORM OF ATHENS BANCSHARES CORPORATION EMPLOYMENT AGREEMENT
Employment Agreement • November 2nd, 2009 • Athens Bancshares Corp • Savings institution, federally chartered • Tennessee

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [date], by and among ATHENS BANCSHARES CORPORATION, a Tennessee corporation (the “Corporation”) and JEFFREY L. CUNNINGHAM (the “Executive”).

PROTOTYPE DEFINED CONTRIBUTION PLAN Sponsored By PENTEGRA SERVICES, INC. BASIC PLAN DOCUMENT #01
Defined Contribution Plan • November 2nd, 2009 • Athens Bancshares Corp • Savings institution, federally chartered

The Sponsor hereby establishes this Plan for use by its clients who wish to adopt a qualified retirement plan. This Plan shall be interpreted in a manner consistent with the intention of the adopting Employer that this Plan satisfies Internal Revenue Code Sections 401 and 501. Any Plan and Trust established hereunder shall be so established for the exclusive benefit of Plan Participants and their Beneficiaries and shall be administered under the following terms and conditions:

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