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 bes