0000950123-10-059379 Sample Contracts

CONFIDENTIAL
Atlantic Coast Financial CORP • June 18th, 2010 • Savings institution, federally chartered

Mr. Robert J. Larison, Jr. President and Chief Executive Officer Atlantic Coast Federal, MHC Atlantic Coast Federal Corporation Atlantic Coast Bank 12724 Grand Bay Parkway Suite 150 Jacksonville, Florida 32258

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THIRD AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • June 18th, 2010 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia

THIS THIRD AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT is made as of June 17, 2010 by and between ATLANTIC COAST BANK (the “Bank”), its successors and assigns and THOMAS B. WAGERS, SR. (the “Executive”).

McAuliffe Financial, LLC April 27, 2010 Mr. Robert J. Larison President and Chief Executive Officer Atlantic Coast Federal Corp. 505 Haines Ave. Waycross, GA 31501 Dear Bob:
Atlantic Coast Financial CORP • June 18th, 2010 • Savings institution, federally chartered • Georgia

This letter sets forth the agreement between Atlantic Coast Federal Corp. (“Atlantic Coast Federal” or the “Company”) and McAuliffe Financial, LLC (“McAuliffe Financial”), whereby Atlantic Coast Federal has engaged McAuliffe Financial to assist in the preparation of a business plan for both the Bank and the Holding Company of Atlantic Coast Bank and to provide advisory services related to the Company’s mutual to stock conversion. The focus of the business plan will be the preparation of a regulatory plan designed to address regulatory issues relating to the Company pursuing a mutual to stock conversion. We envision our business planning services will provide the following:

May 6, 2010
Atlantic Coast Financial CORP • June 18th, 2010 • Savings institution, federally chartered

This letter sets forth the agreement between Atlantic Coast Federal Corporation (the “Company”), the majority owned subsidiary of Atlantic Coast Federal MHC, Waycross, Georgia, and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step. Atlantic Coast Bank (the “Bank”) is wholly-owned by the Company. The specific appraisal services to be rendered by RP Financial are described below.

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