UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

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Filed by a Party other than the Registrant  o

 

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Atlantic Coast Federal Corporation

 

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 8, 2009

Dear Stockholder:

We cordially invite you to attend the 2009 Annual Meeting of Stockholders of Atlantic Coast Federal Corporation, the parent company of Atlantic Coast Bank. The annual meeting will be held at the Holiday Inn, 1725 Memorial Drive, Waycross, Georgia, at 10:00 a.m., local time, on May 15, 2009.

The enclosed notice of Annual Meeting of Stockholders and proxy statement describes the formal business to be transacted at the annual meeting. During the annual meeting we will also report on the operations of Atlantic Coast Federal Corporation. Our directors and officers will be present to respond to any questions that stockholders may have.

The business to be conducted at the annual meeting includes the election of three directors and the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the year ending December 31, 2009.

Our board of directors has determined that the matters to be considered at the annual meeting are in the best interests of Atlantic Coast Federal Corporation and its stockholders. For the reasons set forth in the proxy statement, the board of directors unanimously recommends a vote “FOR” each matter to be considered.

Also enclosed for your review is our 2008 Annual Report to Stockholders, which contains detailed information concerning the activities and operating performance of Atlantic Coast Federal Corporation as well as our audited financial statements. On behalf of the board of directors, we urge you to vote your shares of common stock as soon as possible even if you currently plan to attend the annual meeting. You can vote your shares of common stock prior to the annual meeting by mailing the enclosed proxy card in accordance with the instructions on the proxy card. This will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the annual meeting.

ATLANTIC COAST FEDERAL CORPORATION
505 Haines Avenue
Waycross, Georgia 31501
(800) 342-2824

NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To be held on May 15, 2009

     Notice is hereby given that the 2009 Annual Meeting of Stockholders of Atlantic Coast Federal Corporation will be held at the Holiday Inn, 1725 Memorial Drive, Waycross, Georgia, on May 15, 2009, at 10:00 a.m., local time.

     A proxy card and a proxy statement for the annual meeting are enclosed.

     The annual meeting is being held for the purpose of considering and acting upon:

	1.		The election of three directors of Atlantic Coast Federal Corporation;
	2.		The ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for Atlantic Coast Federal Corporation for the year ending December 31, 2009; and

such other matters as may properly come before the annual meeting, or any adjournments thereof. The board of directors is not aware of any other business to come before the annual meeting.

     Any action may be taken on the foregoing proposals at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned. Stockholders of record at the close of business on March 20, 2009, are the stockholders entitled to vote at the annual meeting, and any adjournments thereof.

     EVEN IF YOU DO NOT PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES OF COMMON STOCK WITHOUT DELAY. YOU CAN VOTE YOUR SHARES OF COMMON STOCK PRIOR TO THE ANNUAL MEETING BY MAILING THE ENCLOSED PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD. YOU MAY REVOKE A PROXY AT ANY TIME BEFORE WE VOTE AT THE ANNUAL MEETING. YOU MAY DO SO BY EXECUTING AND RETURNING A PROXY CARD DATED LATER THAN A PREVIOUSLY SUBMITTED PROXY OR BY SUBMITTING A WRITTEN REVOCATION TO THE SECRETARY OF ATLANTIC COAST FEDERAL CORPORATION BEFORE THE VOTE IS TAKEN AT THE ANNUAL MEETING. IF YOU HOLD SHARES OF COMMON STOCK THROUGH A BROKER, YOU SHOULD FOLLOW THE INSTRUCTIONS OF YOUR BROKER REGARDING VOTING AND REVOCATION OF PROXIES. IF YOU ATTEND THE ANNUAL MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. HOWEVER, IF YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT THE ANNUAL MEETING.

     Our proxy statement, annual report to stockholders on Form 10-K and proxy card are available on www.snl.com/IRWebLinkX/GenPage.aspx?IID=4086903&gkp=1073743295. If you need directions to attend the annual meeting and to vote in person, please call us at (800) 342-2824 ext. 2213.

Waycross, Georgia
April 8, 2009

A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

Proxy Statement

ATLANTIC COAST FEDERAL CORPORATION
505 Haines Avenue
Waycross, Georgia 31501
(800) 342-2824

ANNUAL MEETING OF STOCKHOLDERS
May 15, 2009

     This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors of Atlantic Coast Federal Corporation to be used at the 2009 Annual Meeting of Stockholders of Atlantic Coast Federal Corporation, which will be held at the Holiday Inn, 1725 Memorial Drive, Waycross, Georgia, on May 15, 2009, at 10:00 a.m., local time, and all adjournments of the annual meeting. The accompanying notice of annual meeting of stockholders and this proxy statement are first being mailed to stockholders on or about April 8, 2009.

REVOCATION OF PROXIES

     Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless revoked, the shares represented by such proxies will be voted at the annual meeting and all adjournments thereof. Proxies solicited on behalf of the board of directors of Atlantic Coast Federal Corporation will be voted in accordance with the directions given thereon. You can vote your shares of our common stock prior to the annual meeting by signing and returning the enclosed proxy card to us, in accordance with instructions set forth on the proxy card. Proxies received by us, which are signed, but contain no instructions for voting, will be voted “FOR” the proposals set forth in this proxy statement.

     Proxies may be revoked by sending written notice of revocation to the Secretary of Atlantic Coast Federal Corporation, Pamela T. Saxon, at our address shown above, by delivering a duly executed proxy bearing a later date, or by attending the annual meeting and voting in person. The presence at the annual meeting of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder delivers his or her ballot in person at the annual meeting or delivers a written revocation to the Secretary of Atlantic Coast Federal Corporation prior to the voting of such proxy.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     Holders of record of our common stock, par value $0.01 per share, as of the close of business on March 20, 2009 are entitled to one vote for each share then held. As of March 20, 2009, there were 13,088,096 shares of our common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present.

     As to the election of directors, the proxy card included with this proxy statement enables a stockholder to vote FOR the election of the nominees proposed by the governance/nominating committee of the board of directors, or to WITHHOLD authority to vote for one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which the authority to vote for the nominees being proposed is withheld.

     As to the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on such ratification. The affirmative vote of holders of a majority of the votes cast at the annual meeting in person or by proxy is required for the ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the year ending December 31, 2009. The ratification of this matter shall be determined by a majority of the votes cast at the annual meeting, without regard to broker non-votes or proxies marked “ABSTAIN.”

     Management anticipates that Atlantic Coast Federal, MHC, our majority stockholder, will vote all of its shares of common stock in favor of all the matters set forth above. If Atlantic Coast Federal, MHC votes all of its shares in favor of each proposal, the approval of the election of the director nominees and the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm would be assured. As of March 20, 2009, Atlantic Coast Federal, MHC held 8,728,500 shares of common stock and persons other than Atlantic Coast Federal, MHC held 4,359,596 shares of common stock.

     Persons and groups who beneficially own in excess of 5% of our common stock are required to file certain reports with the Securities and Exchange Commission regarding such ownership pursuant to the Securities Exchange Act of 1934, as amended. The following table sets forth, as of March 20, 2009, the shares of common stock beneficially owned by each person who was the beneficial owner of more than 5% of the outstanding shares of our common stock, as well as shares beneficially owned in the aggregate by all of our directors and executive officers and Atlantic Coast Federal, MHC as a group.

		Amount of Shares
		Owned and Nature				Percent of Shares
Name and Address of		of Beneficial				of Common Stock
Beneficial Owners		Ownership(1)				Outstanding
Atlantic Coast Federal, MHC 505 Haines Avenue Waycross, Georgia 31501			8,728,500				66.7	%
Atlantic Coast Federal, MHC, and all of Atlantic Coast Federal Corporation’s and Atlantic Coast Bank’s directors and executive officers as a group (14 persons) (2)			9,472,102				71.4	%

PROPOSAL I — ELECTION OF DIRECTORS

     Our board of directors consists of eight members and our bylaws provide that approximately one-third of our directors are to be elected annually. Our directors are generally elected to serve for a three-year period, or a shorter period if the director is elected to fill a vacancy, and until their respective successors have been elected and shall qualify. Three directors will be elected at the annual meeting and will serve until their successors have been elected and qualified. The governance/nominating committee has nominated Frederick D. Franklin, Jr., Robert J. Smith and H. Dennis Woods, each to serve as directors for three-year terms. All of the nominees are currently members of the board of directors.

     The table below sets forth certain information regarding the composition of our board of directors as of March 20, 2009, and the nominees, including the terms of office of board members. It is intended that the proxies solicited on behalf of the board of directors (other than proxies in which the vote is withheld as to a nominee) will be voted at the annual meeting for the election of the nominees identified below. If any nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the board of directors may recommend. At this time, the board of directors knows of no reason why any nominee might be unable to serve, if

elected. Except as indicated herein, there are no arrangements or understandings between the nominees and any other person pursuant to which such nominees were selected.

						Positions										Shares of
						Held with Atlantic										Common Stock
						Coast Federal		Director				Term to				Beneficially				Percent
Name(1)		Age(2)				Corporation		Since(3)				Expire				Owned(4)				of Class
NOMINEES
Frederick D. Franklin, Jr.			53			Director			2005				2012				29,941	(5)			*
Robert J. Smith			48			Director			2003				2012				47,040	(6)			*
H. Dennis Woods			63			Director			1987				2012				35,102	(7)			*
DIRECTORS CONTINUING IN OFFICE
Charles E. Martin, Jr.			62			Chairman of the Board			1982				2010				45,951	(8)			*
Forrest W. Sweat, Jr.			51			Director			2001				2010				86,733	(9)			*
Thomas F. Beeckler			62			Director			2005				2010				58,614	(10)			*
Robert J. Larison, Jr.			52			Director, President and Chief Executive Officer			2003				2011				165,341	(11)			1.3	%
W. Eric Palmer			46			Director			2005				2011				23,822	(12)			*
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Carl W. Insel**			45			Executive Vice President — Commercial Lending		N/A					N/A				91,880	(13)			*
Thomas B. Wagers, Sr.**			51			Chief Operating Officer			N/A				N/A				51,462	(14)			*
Dawna R. Miller			43			Senior Vice President and Chief Financial Officer			N/A				N/A				18,002	(15)			*
Phillip S. Buddenbohm**			38			Senior Vice President — Chief Risk Officer			N/A				N/A				26,766	(16)			*
Philip S. Hubacher**			51			Treasurer			N/A				N/A				55,040	(17)			*
Denise A. Horton**			47			Jacksonville Market President			N/A				N/A				7,908	(18)			*
All directors and executive officers as a group (14 persons)																	743,602				5.6	%

(footnotes continued on next page)

Directors

     The principal occupation during the past five years of each of our continuing directors and nominee directors is set forth below. All directors have held their present positions for at least five years unless otherwise noted.

     Frederick D. Franklin, Jr. Mr. Franklin has been a partner in the law firm of Rogers Towers, P.A., Jacksonville, Florida since January 2004. From 1997 to 2004, he was a partner in the law firm of Holland & Knight, Jacksonville, Florida. Mr. Franklin specializes in complex commercial litigation.

     Robert J. Smith. Mr. Smith, a certified public accountant, is currently employed by the Cypress Insurance Group in Jacksonville, Florida, as Executive Vice President, Finance. From January 2001 through June 2008, he served as a mortgage banking executive with PHH Mortgage (formerly known as Cendant Mortgage) in Jacksonville, Florida, except for the period from April 2002 to July 2003, during which he was employed by Basis 100, a technology company which served the mortgage banking industry. Prior to his employment with PHH Mortgage in 2001, he was a Senior Vice President of Merrill Lynch Credit Corporation, Jacksonville, Florida, for over 10 years and, prior to that, was a Senior Manager for Deloitte & Touche LLP, where he was recognized as a National Industry Specialist in the savings and loan and real estate industries.

     H. Dennis Woods. Mr. Woods is a retired employee of CSX Transportation, Inc., Waycross, Georgia, where he worked from 1964 until 2005. He most previously served as the business manager of the company’s warehouse in Waycross, Georgia.

     Charles E. Martin, Jr. Mr. Martin is a retired employee of CSX Transportation, Inc., Waycross, Georgia, where he worked as a machinist for over 20 years.

     Forrest W. Sweat, Jr. Mr. Sweat is a partner in the law firm of Walker & Sweat, Waycross, Georgia. He has practiced law since 1982.

     Thomas F. Beeckler. Mr. Beeckler is the owner, president and chief executive officer of the Beeckler Company, Jacksonville, Florida, a real estate development firm. Mr. Beeckler founded the company in 1990.

     Robert J. Larison, Jr. Mr. Larison has served as our president and chief executive officer since our organization in 2003 and Atlantic Coast Bank and Atlantic Coast Federal Credit Union since 1983.

     W. Eric Palmer. Mr. Palmer is employed by the Mayo Clinic, Jacksonville, Florida, where he has serves as a director of patient financial services. Prior to serving as director, Mr. Palmer served as a section manager of accounts receivable at the Mayo Clinic for four years.

Executive Officers Who Are Not Directors

     The business experience for at least the past five years for each of the executive officers of Atlantic Coast Bank and its predecessor, Atlantic Coast Federal Credit Union, who do not serve as directors, is set forth below.

     Carl W. Insel. Mr. Insel has served as executive vice president-commercial lending since September 2007. He served as market president of Florida from December 2006 until September 2007. Prior to that Mr. Insel served as executive vice president beginning in October 2004. Mr. Insel previously served as senior vice president for retail banking at the National Bank of Commerce, Atlanta, Georgia, where he worked from 1996 to September 2004.

     Thomas B. Wagers, Sr. Mr. Wagers has served as chief operating officer of Atlantic Coast Bank since his appointment in December, 2006 and previously served as vice president of finance, beginning in June 2004. Prior to joining Atlantic Coast Bank, Mr. Wagers was an independent accounting consultant from August 2002 until May 2004 and has over 16 years of banking experience.

     Dawna R. Miller. Ms. Miller has served as senior vice president and chief financial officer of Atlantic Coast Bank since March 2007 and of Atlantic Coast Federal Corporation since May 2007. Formerly with National Australia Bank Limited from 2002 to 2005, Ms. Miller served as Vice President and Controller of National Americas Investment, Inc., Director of SR Funding Corporation, Vice President of MSRA Holdings, Inc. and First Vice President and Controller of HomeSide Lending, Inc. Ms. Miller has over 15 years experience in the financial services industry. Ms. Miller worked as an independent business consultant beginning in 2005 prior to joining Atlantic Coast Bank.

     Phillip S. Buddenbohm. Mr. Buddenbohm has served as senior vice president-chief risk officer since September 2007. He previously served as senior vice president of credit administration from March 2005 until September 2007. Formerly a first vice president in the Consumer Services Division of National Commerce Financial Corporation in Memphis, Tennessee, he has 10 years of experience in lending, credit administration and branch services.

     Philip S. Hubacher. Mr. Hubacher has served as treasurer of Atlantic Coast Bank since 1988. He is a lieutenant colonel in the United States Air Force Reserve.

     Denise A. Horton. Ms. Horton was appointed as the city president of the Jacksonville market in September 2007. Previously, she served as a senior vice president for retail banking for First Guaranty Bank in Jacksonville, Florida from 2005 to 2007. From June 1999 to February 2005, she served as a senior vice president-financial center administration for SouthTrust Bank in Columbus, Georgia.

Board Independence

     The board of directors consists of a majority of “independent directors” within the meaning of the NASDAQ corporate governance listing standards. The board of directors has determined that each of our directors is “independent” within the meaning of the NASDAQ corporate governance listing standards with the exception of Mr. Larison who is our President and Chief Executive Officer. In addition, the board of directors has determined that nominees Franklin, Smith and Woods are independent under these standards. The board of directors has adopted a policy that the independent directors of the board shall meet in executive sessions periodically, which meetings may be held in conjunction with regularly scheduled board meetings.

     In determining the independence of the non-executive directors, the board of directors reviewed the following transactions: (1) legal fees paid to the law firm of Rogers Towers P.A., of which Director Franklin is a partner, which did not exceed $40,000; (2) grants given to the Jacksonville Children’s Christmas Party, an organization with which Mr. Palmer serves as a director; which amounted to approximately $5,000 and (3) grants given to the Gator Bowl Association, of which Director Smith is a trustee, which amounted to approximately $10,000.

Meetings and Committees of the Board of Directors

     Our business is conducted at regular and special meetings of the full board of directors and its standing committees. The standing committees consist of the executive, audit, compensation and governance/nominating committees. During the fiscal year ended December 31, 2008, the board of directors met at 12 regular meetings and nine special meetings. No director attended fewer than 75% in the aggregate of the total number of board meetings held and the total number of committee meetings on which he served during fiscal 2008.

     Executive Committee. The executive committee consists of directors Martin, who serves as chairman, Woods and Sweat. The executive committee meets as needed. The executive committee is generally authorized to act on behalf of the full board of directors when certain business matters require prompt action. The executive committee met one time during the fiscal year ended December 31, 2008.

     Audit Committee. The audit committee consists of directors Smith, who serves as chairman, Woods and Palmer. The audit committee assists the board of directors in fulfilling its oversight responsibility relating to the integrity of our financial statements and the financial reporting processes; the systems of internal control over financial reporting; compliance with legal and regulatory requirements; the performance of our internal audit function; and our relationship with our independent registered public accounting firm. The committee hires, and reviews the reports prepared by, the registered public accounting firm and reviews substantially all of our periodic public financial disclosures. The committee is empowered to investigate any matter, with full access to all necessary books, records, facilities and personnel of the company, and has the authority to retain at our expense legal, accounting or other advisors, consultants or experts, as it deems appropriate. Each member of the audit committee is “independent” as defined in the NASDAQ corporate governance listing standards. The board of directors has determined that director Smith qualifies as an “audit committee financial expert” as that term is used in the rules and regulations of the Securities and Exchange Commission. Our board of directors has adopted a written charter for the audit committee. The audit committee met ten times during the fiscal year ended December 31, 2008.

     Compensation Committee. The compensation committee is responsible for recommending to the full board the compensation of the chief executive officer and senior management, reviewing and administering overall compensation policy, including setting performance measures and goals, approving benefit programs, establishing compensation of the board of directors and other matters of personnel policy and practice and coordinating such actions with the benefits committee of Atlantic Coast Bank. The compensation committee is composed of directors Martin, who serves as chairman, Smith and Woods. Each member of the compensation committee is considered “independent” as defined in the NASDAQ corporate governance listing standards. The board of directors has adopted a written charter for the compensation committee, which is available on our website at www.atlanticcoastbank.net. The compensation committee met four times during the year ended December 31, 2008.

     The role of the compensation committee is to review annually the compensation levels of the executive officers and recommend compensation changes to the board of directors. The compensation committee is composed entirely of outside, non-employee directors. It is intended that the executive compensation program will enable us to attract, motivate and retain talented executive officers who are capable of achieving our growth strategy and enhancing long-term stockholder value. The compensation committee has adopted a compensation strategy that seeks to provide competitive, performance-based compensation strongly aligned with the financial and stock performance of Atlantic Coast Federal Corporation. The key elements of our compensation program for executives are: base salary, annual incentive compensation and stock based award compensation. As deemed necessary in order to determine that the key elements of our executive compensation strategy are appropriate for our industry and market, the compensation committee may utilize the services of third party compensation consultants to gain perspective on similar executive positions in peer groups of publicly traded financial institutions. Such services were last obtained in 2007 from Organizational Consulting Group, LLP, Avon, Ohio.

     The compensation committee directly reviews the performance of the chief executive officer. The chief executive officer evaluates the performance and makes recommendations to the compensation committee for the other executive officers. However, the compensation committee has the sole authority to recommend changes regarding the total compensation of all executive officers to the full board of directors. Under the board’s policies, Mr. Larison, and any other director who is also an executive officer of Atlantic Coast Federal Corporation and Atlantic Coast Bank, do not participate in the board of directors determination of their own compensation.

     Governance/Nominating Committee. The governance/nominating committee currently consists of directors Palmer and Sweat, each of whom is considered “independent” as defined in the NASDAQ corporate governance listing standards, with director Palmer serving as chairman. The board of directors has adopted a written charter for the governance/nominating committee, which is available on our website at www.atlanticcoastbank.net. The governance/nominating committee met one time during the year ended December 31, 2008.

     The functions of the governance/nominating committee include the following:

	•		leading the search for individuals qualified to become members of the board of directors and to select director nominees to be presented for stockholder approval;
	•		developing and recommending to the board of directors other specific criteria not specified in its charter for the selection of individuals to be considered for election or re-election to the board of directors;
	•		adopting procedures for the submission of recommendations by stockholders by nominees to the board of directors; and
	•		annually reviewing the adequacy of its charter and recommending any proposed changes to the board of directors.

     The governance/nominating committee identifies nominees by first evaluating the current members of the board of directors willing to continue in service. Current members of the board of directors with skills and experience that are relevant to our business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board of directors with that of obtaining a new perspective. In addition, the governance/nominating committee is authorized by its charter to engage a third party to assist in the identification of director nominees. The governance/nominating committee seeks to identify candidates who, at a minimum, satisfy the following criteria:

	•		the highest personal and professional ethics and integrity and whose values are compatible with our values;
	•		experience and achievements that have given them the opportunity to exercise and develop good business judgment;
	•		a willingness to devote the necessary time to the work of the board of directors and its committees, which includes being available for board and committee meetings;
	•		a familiarity with the communities in which we operate and/or are actively engaged in community activities;
	•		involvement in other activities or interests that do not create a conflict with their responsibilities to us and our stockholders; and
	•		the capacity and desire to represent and balance the best interests of the communities that we serve including our shareholders and our customers, and not primarily a special interest group or constituency.

     The governance/nominating committee will also take into account whether a candidate satisfies the criteria for “independence” under the NASDAQ corporate governance listing standards.

     The governance/nominating committee has adopted procedures for the submission of recommendations for director nominees by our stockholders. If a determination is made that an additional candidate is needed for the board of

directors, the governance/nominating committee will consider candidates submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to the chairman of the governance/nominating committee at 505 Haines Avenue, Waycross, Georgia 31501. The chairman must receive a submission not less than one hundred and twenty (120) days prior to the date of our proxy materials for the preceding year’s annual meeting. The submission must include the following information:

	•		a statement that the writer is a stockholder and is proposing a candidate for consideration by the governance/nominating committee;
	•		the name and address of the stockholder as they appear on our stockholder records, and number of shares of our common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required);
	•		the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);
	•		a statement of the candidate’s business and educational experience;
	•		such other information regarding the candidate as would be required to be included in the proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934;
	•		a statement detailing any relationship between the candidate and any customer, supplier or competitor of Atlantic Coast Federal Corporation or its affiliates;
	•		detailed information about any relationship or understanding between the proposing stockholder and the candidate; and
	•		a statement from the candidate that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

     A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our bylaws.

     A stockholder who wants to communicate with the board of directors or with any individual director can write to Atlantic Coast Federal Corporation at 505 Haines Avenue, Waycross, Georgia 31501, attention: Chairman of the Governance/Nominating Committee. The letter should indicate that the author is a stockholder and, if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, management will:

	•		forward the communication to the director or directors to whom it is addressed;
	•		attempt to handle the inquiry directly, or forward the communication for response by another employee. For example, a request for information about us as a stock-related matter may be forwarded to our stockholder relations officer; or
	•		not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

     At each board of directors meeting, management shall present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors.

Code of Ethics

     The board of directors has adopted a Code of Business Conduct and Ethics that applies to all of Atlantic Coast Federal Corporation’s and Atlantic Coast Bank’s directors, officers and employees, and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers. The codes are intended to promote honest and ethical conduct, full and accurate reporting and compliance with laws. The codes are available on our website at www.atlanticcoastbank.net. Amendments to and waivers from the codes will also be disclosed on our website.

Attendance at Annual Meetings of Stockholders

     Although we do not have a formal written policy regarding director attendance at annual meetings of stockholders, it is expected that directors will attend our annual meetings. Five of our then-current directors attended the prior year’s annual meeting of stockholders.

Audit Committee Report

     Our audit committee operates under a written charter adopted by the board of directors which is available on our website at www.atlanticcoastbank.net. The audit committee has issued a report which states that it has:

	•		reviewed and discussed with management and our independent registered public accounting firm, our audited consolidated financial statements for the year ended December 31, 2008;
	•		discussed with the independent registered public accounting firm the matters required to be discussed under Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended; and
	•		received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm their independence from us.

     Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in our annual report on Form 10-K for the year ended December 31, 2008 and be filed with the Securities and Exchange Commission. In addition, the audit committee approved the appointment of Crowe Horwath LLP as the independent registered public accounting firm for us for the year ending December 31, 2009, subject to the ratification of this appointment by our stockholders.

     This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this report by reference, and shall not otherwise be deemed filed with the Securities and Exchange Commission.

This report has been provided by the audit committee.

Robert J. Smith, Chairman
H. Dennis Woods
W. Eric Palmer

Section 16(a) Beneficial Ownership Reporting Compliance

     Our common stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. Our officers and directors and beneficial owners of greater than 10% of our common stock are required to file reports on Forms 3, 4 and 5 with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of our common stock. Securities and Exchange Commission rules require disclosure in a company’s annual proxy statement and annual report on Form 10-K of the failure of an officer, director or 10% beneficial owner of our common stock to file a Form 3, 4 or 5 on a timely basis. Based on our review of ownership reports, Mr. Larison filed two late Form 4s to report two transactions and Messrs. Franklin and Martin each filed one late Form 4 to report one transaction each. Based on our review of such ownership reports, no other officer, director or 10% beneficial owner of our common stock failed to file such ownership reports on a timely basis for the year ended December 31, 2008.

Executive Compensation

     The following table sets forth for the year ended December 31, 2008, certain information as to the total compensation paid by Atlantic Coast Bank to Mr. Larison, who serves as president and chief executive officer and the two other highest compensated executive officers, who received total annual compensation in excess of $100,000. Each of the individuals listed in the table below are referred to as a named executive officer.

SUMMARY COMPENSATION TABLE

																						Non-equity				Non-qualified
																						incentive				deferred
Name and														Stock				Option				plan				compensation				All other
Principal Position		Year				Salary				Bonus				awards(1)				awards(2)				compensation(3)				earnings				compensation(4)				Total
Robert J. Larison,			2008			$	237,500			$	—			$	101,709			$	37,760			$	—			$	—			$	109,189			$	486,158
Jr., President and			2007				224,712				—				101,709				37,760				—				—				111,867				476,048
CEO
Carl W. Insel			2008				174,432				—				66,641				28,320				—				—				67,791				337,184
Executive Vice			2007				169,271				—				66,629				28,320				2,096				—				68,783				335,099
President-Commercial Lending
Thomas B.			2008				178,822				—				69,197				22,681				—				—				45,084				315,784
Wagers, Sr. Chief Operating			2007				167,723				—				69,197				22,682				—				—				43,401				303,003
Officer

ALL OTHER COMPENSATION FOR 2008

						Tax				Contributions				Insurance Premiums				RRP				ESOP Shares
Name		Perquisites(1)				Gross Ups				to 401(k) Plan				Paid(2)				Dividends(3)				Granted(4)				Total
Robert J. Larison, Jr.		$	50,686			$	5,241			$	4,024			$	20,599			$	11,246			$	17,392			$	109,189
Carl W. Insel			16,212				2,419				4,231				19,995				7,541				17,392				67,791
Thomas B. Wagers, Sr.			13,500				779				5,365				—				8,047				17,392				45,084

ALL OTHER COMPENSATION FOR 2007

																						ESOP
										Contributions				Insurance Premiums				RRP				Shares
Name		Perquisites(1)				Tax Gross Ups				to 401(k) Plan				Paid(2)				Dividends(3)				Granted(4)				Total
Robert J. Larison, Jr.		$	43,764			$	4,064			$	8,647			$	20,599			$	15,215			$	19,578			$	111,867
Carl W. Insel			11,828				692				6,722				19,995				9,968				19,578				68,783
Thomas B. Wagers, Sr.			13,500				308				9,184				—				10,224				10,185				43,401

     Incentive Program. Each year the board of directors approves annual and quarterly cash incentive programs to provide executive officers an opportunity to earn additional cash compensation based on reaching specified total company or business unit financial growth targets and other key business goals.

     For 2008, executive officers were eligible for an annual cash incentive award of up to 25% of an officer’s base salary if full year targets for financial, customer service and operational excellence goals were met and certain pre-determined individual business unit goals were achieved. The minimum goal achievement level is 80% of the targeted goal. The compensation committee believes the annual incentive program provides our management team with an incentive to enhance the appropriate level of focus on short-term profitability without sacrificing our long-term growth goals. Although certain corporate goal targets were met, the compensation committee elected not to pay annual incentive program payments for the named executive officers for the 2008 fiscal year. The choice not to pay annual incentive awards was due to the overall financial performance of Atlantic Coast Federal Corporation in 2008.

     Employment Agreement with Robert J. Larison, Jr. Atlantic Coast Bank entered into an employment agreement with Robert J. Larison, Jr. for a term of three years effective July 1, 2008. The agreement currently provides for a base salary of $250,000. Notwithstanding the agreement, Mr. Larison elected on July 1, 2008 to take a reduction in the actual salary paid to him to a $225,000 annual rate. In addition to the base salary, the agreement provides for, among other things, participation in incentive programs and other employee pension benefit and fringe benefit plans applicable to executive employees. Upon each anniversary date of the agreement, the term will be extended for an additional year subject to the board of directors conducting a performance review of Mr. Larison and approving such renewal. Under the agreement, Mr. Larison’s employment may be terminated for cause at any time, in which event he would have no right to receive compensation or other benefits for any period after termination.

     Certain events resulting in Mr. Larison’s termination or resignation will entitle him to payments of severance benefits following termination of employment. Mr. Larison will be entitled to severance benefits under the agreement in the event (A) his employment is involuntarily terminated (for reasons other than cause, death, disability or retirement) or (B) he resigns during the term of the agreement within two years after any of the following events: (i) the failure to elect or reelect or to appoint or reappoint him to his executive positions, (ii) a material change in his functions, duties or responsibilities, which change would cause his position to become of lesser responsibility, importance or scope of authority, (iii) a material reduction in his salary or benefits other than as part of an employee wide reduction, (iv) a relocation of his principal place of employment by more than 50 miles from either Waycross, Georgia or Jacksonville, Florida or (v) a material breach of the agreement by Atlantic Coast Bank, which would entitle him to an immediate cash lump sum severance payment equal to three times his highest annual rate of base salary at any time during the term of the agreement and three times his highest annual bonus and non-equity compensation received during the latest three calendar years prior to the termination, which may be subject to a six month delay if required to comply with Section 409A of the Internal Revenue Code. In addition, he would be entitled, at no expense to him, to the continuation of substantially comparable life, disability and non-taxable medical and dental insurance coverage for such period. Notwithstanding any provision to the contrary in the agreement, payments under the agreement following a change in control are limited so that they will not constitute an excess parachute payment under Section 280G of the Internal Revenue Code.

     At December 31, 2008 if the employment of Mr. Larison had been terminated under the circumstances entitling him to severance pay, he would have been entitled to receive a lump sum payment of $861,088.

     Outstanding Equity Awards at Year End. The following table sets forth information with respect to our outstanding equity awards as of December 31, 2008 for our named executive officers.

Outstanding Equity Awards at Fiscal Year-End
																										Stock Awards
																																						Equity
																																						incentive
																																		Equity				plan
																																		incentive				awards:
Option Awards																																		plan				market or
														Equity																				awards:				payout
														incentive																				number of				value of
						Number of								plan																				unearned				unearned
						securities				Number of				awards:												Number								shares,				shares,
						underlying				securities				number of												of shares				Market				units or				units or
						unexercised				underlying				securities												or units				value of shares				other				other
						options				unexercised				underlying				Option				Option				of stock				or units of				rights that				rights that
		Grant				exercisable				options not				unexercised				exercise				expiration				that have				stock that have				have not				have not
Name		Date				(#)				exercisable (#)				earned options (#)				price ($)				date(1)				not vested (#)				not vested ($)(2)				vested (#)				vested ($)
Robert J. Larison, Jr.			7/1/2005				—				—				—				—				—				16,538				63,671				—				—
			7/28/2005				16,717				16,000				—				13.73				7/28/2015				—				—				—				—
			10/11/2005				12,000				8,000				—				13.70				10/11/2015				—				—				—				—
Carl W. Insel			7/1/2005				—				—				—				—				—				10,835				41,715				—				—
			7/28/2005				18,000				12,000				—				13.73				7/28/2015				—				—				—				—
			10/11/2005				9,000				6,000				—				13.70				10/11/2015				—				—				—				—
Thomas B. Wagers, Sr.			7/1/2005				—				—				—				—				—				1,141				4,393				—				—
			7/28/2005				1,200				800				—				13.73				7/28/2015				—				—				—				—
			10/11/2005				1,200				800				—				13.70				10/11/2015				—				—				—				—
			12/22/2006				11,690				17,536				—				18.32				12/22/2016				10,290				39,616				—				—

Benefits

     General. Atlantic Coast Bank currently provides health and welfare benefits to its employees, including hospitalization and comprehensive medical insurance, life insurance, subject to deductibles and co-payments by employees. Atlantic Coast Bank also provides its employees with the opportunity to participate in the Atlantic Coast Bank 401(k) plan.

     In connection with our stock offering in 2004, we adopted the Atlantic Coast Federal Corporation Employee Stock Ownership Plan for our eligible employees and any employees of our subsidiaries, including Atlantic Coast Bank. The Employee Stock Ownership Plan borrowed $4.6 million from us to purchase 465,520 shares of the common stock sold in our stock offering. The loan from us will be repaid principally from Atlantic Coast Bank’s contributions to the Employee Stock Ownership Plan over a period of 10 years. Shares purchased by the Employee Stock Ownership Plan are held in a suspense account and are released to participants’ accounts as debt service payments are made. Shares released from the Employee Stock Ownership Plan are allocated to each eligible participant’s Employee Stock Ownership Plan account based on the ratio of each such participant’s compensation to the total compensation of all eligible participants.

     Atlantic Coast Federal Corporation 2005 Stock Benefit Plans. Outside directors and key employees of Atlantic Coast Bank, Atlantic Coast Federal Corporation or their affiliates are eligible to participate in and receive awards of stock options and restricted stock under the 2005 Stock Option Plan, and the 2005 Recognition and Retention Plan, respectively. A total of 712,827 shares of our common stock were reserved for the 2005 Stock Option Plan and 285,131 shares of our common stock were reserved for the 2005 Recognition and Retention Plan. A total of 565,463 stock options and 282,137 stock awards were granted to directors and employees. As of December 31, 2008, 2,994 awards were available to be awarded under the 2005 Recognition and Retention Plan while approximately 147,364 options were available to be awarded under the 2005 Stock Option Plan. All grants of stock options under the 2005 Stock Option Plan were made with an exercise price equal to the market value of our common stock on the date of the award. All awards of common stock and options vest in 20% increments over a five-year period beginning on the first anniversary date following the date of grant. The vesting schedule is intended to promote the retention of executive officers, since unvested awards are forfeited if the executive officer terminates employment with us for reasons other than death, disability or change in control, as defined in the plan.

     Supplemental Executive Retirement Agreements. Atlantic Coast Bank has entered into a non-qualified supplemental executive retirement agreement with Messrs. Larison, Insel and Wagers that provides for the payment of a monthly supplemental retirement benefit equal to up to 60% of the executive’s highest average annual base salary, bonus and incentive compensation during the three annual periods in the 10-year period prior to retirement. Such benefit shall be payable for a period of 15 years upon the retirement age of 55 for Messrs. Larison and Insel, and 56 for Mr. Wagers. Full benefits are also payable to the executive’s beneficiary upon death or disability prior to retirement of Messrs. Larison, Insel and Wagers. Upon change in control of Atlantic Coast Federal Corporation, the executives are entitled to receive a lump sum payment equal to the present value of the future payments assuming a 60% benefit percentage. As of December 31, 2008, Atlantic Coast Bank had accrued $1.8 million for this benefit for Messrs. Larison, Insel and Wagers.

     Life Insurance Benefits. We have entered into endorsement split-dollar life insurance agreements with Messrs. Larison and Insel to provide life insurance benefits equal to three times their highest base salary over the ten years prior to death or retirement after not less than 10 years of service. The insurance policies are bank owned life insurance (“BOLI”) purchased with single premiums. Endorsements equal to the estimated death benefits of the BOLI policy provide coverage under the terms of the split-dollar agreements. The purpose of the split-dollar insurance policies is to compensate the executive for the shortfall in life insurance benefits provided to the executive compared to what is offered to other employees. We provide all employees with two separate group life insurance policies. The first provides a death benefit of $10,000. A second policy provides a death benefit of up to two times the employee’s annual salary, with a limit of $300,000.

     Atlantic Coast Bank Executive Non-Qualified Retirement Plan. Effective November 1, 2002, Atlantic Coast Bank also maintains a supplemental executive retirement plan for the benefit of certain senior executives, excluding our named executive officers. The program provides for annual payments of $20,000 for 20 years following normal retirement at age 65 and with 10 years of service. The benefit is reduced $1,000 per year for each

year before age 65 that benefits begin, but benefits cannot begin until age 55. Currently, 16 individuals participate in this plan. As of December 31, 2008, Atlantic Coast Bank had accrued $379,000 for this benefit.

Director Compensation

     Directors’ Summary Compensation Table. Set forth below is summary compensation for each of our non-employee directors for the year ended December 31, 2008.

Director Compensation
														Non-equity				Non-qualified
		Fees earned												incentive				deferred
		or paid				Stock				Option				plan				compensation				All other
Name		in cash				awards(1)				awards(2)				compensation(3)				earnings				compensation(4)				Total
Thomas F. Beeckler		$	23,544			$	23,013			$	13,499			$	—			$	—			$	2,544			$	62,600
Frederick D. Franklin, Jr.			23,544				23,013				13,499				—				—				2,544				62,600
Charles E. Martin, Jr.			28,500				30,098				13,499				—				—				3,327				75,424
W. Eric Palmer			23,544				23,013				13,499				—				—				2,544				62,600
Robert J. Smith			24,876				30,098				13,499				—				—				3,327				71,800
Forrest W. Sweat, Jr.			24,876				30,098				13,499				—				—				3,327				71,800
H. Dennis Woods			23,544				30,098				13,499				—				—				3,327				70,468

     Members of our board of directors and the committees do not receive separate compensation for their service on the board of directors or the committees of Atlantic Coast Federal Corporation.

     Members of Atlantic Coast Bank’s board of directors receive a fee of $1,962 per month. Employee members do not receive board fees. The chairman of the board receives a fee of $2,375 monthly and the vice-chairman of the board and chairman of the audit committee both receive a fee of $2,073 monthly. Atlantic Coast Bank has established a director deferred fee plan that permits a board member to defer some or all of his board fees. As of December 31, 2008, Atlantic Coast Bank had accrued a liability of $212,000 for this plan. Other than described above, committee members are not separately compensated for their service.

     Director Retirement Plan. Atlantic Coast Bank also maintains a director retirement plan providing for an annual payment of $10,000 for a period of 10 years upon retirement from the board on or after age 65. Directors are fully vested after 10 years of service with credit for previous service at the time the plan was adopted in 2002. As of December 31, 2008, Atlantic Coast Bank had accrued a liability of $144,000 for this plan. Reduced benefits are paid for early retirement and shorter periods of service.

     Director Emeritus Program. Effective January 1, 2005, Atlantic Coast Bank established a director emeritus program. The plan provides for an annual benefit of $10,288 through May 31, 2011 and $10,000 per year for nine years following termination of service on the board of directors of Atlantic Coast Federal Corporation and Atlantic Coast Bank and election to serve as a director emeritus. The first payment under the director emeritus program is paid within 30 days of retirement and will follow each year thereafter for the remaining term. In the event of the death of a director, the remaining benefits will be paid to his beneficiary. Three former directors or

their beneficiaries currently participate in this program. The director emeritus program is fully funded and there is no accrued liability for this plan.

     Director Incentive Plan. Atlantic Coast Bank pays an annual cash incentive to directors based on Atlantic Coast Bank reaching specified earnings and balance sheet growth targets and achieving key business objectives. In 2008, there were no annual cash incentive awards earned.

     Director Deferred Fee Plan. Effective August 1, 2002, this plan allows all directors to defer receipt of board fees and annual cash incentives and self-direct the investment of such deferrals in any readily tradable investment other than Atlantic Coast Federal Corporation stock. All payments are made in cash. Each director selects the time of payment and the form of payment (i.e. lump sum or installments over 5 or up to ten years). Payments may be made earlier than the specified date due to unforeseeable financial hardship, disability, death or change in control. Amounts less than $10,000 will be paid in a lump sum. Directors may change their deferral amount or time and form of payment only in accordance with Section 409A of the Internal Revenue Code.

     Director Deferred Compensation Plan for Equity. Effective January 1, 2007, this plan allows directors to defer receipt of board fees and annual cash incentives and invest the deferrals in Atlantic Coast Federal Corporation common stock through restricted stock units. All payments are made in the form of Atlantic Coast Federal Corporation common stock. Each director selects the time of payment and the form of payment (i.e. lump sum or installments over 5 or up to ten years). Payments may be made earlier than the specified date due to unforeseeable financial hardship, disability, death or change in control. Amounts less than $10,000 will be paid in a lump sum. Directors may change their deferral amount or time and form of payment only in accordance with Section 409A of the Internal Revenue Code.

Transactions With Certain Related Persons

     Atlantic Coast Bank has a policy of granting loans to officers and directors, which fully complies with all applicable federal regulations. Loans to directors and executive officers are made in the ordinary course of business and on substantially the same terms and conditions as those of comparable transactions with unaffiliated third parties prevailing at the time, in accordance with our underwriting guidelines, and do not involve more than the normal risk of collectibility or present other unfavorable features. In addition, all loans to directors and executive officers are approved by at least a majority of the independent, disinterested members of the board of directors.

     All loans Atlantic Coast Bank makes to its directors and executive officers are subject to regulations restricting loans and other transactions with affiliated persons of Atlantic Coast Bank. Loans to all directors and executive officers and their associates totaled approximately $2.6 million at December 31, 2008, which was 3.1% of our stockholders’ equity at that date. All loans to directors and executive officers were performing in accordance with their terms at December 31, 2008.

PROPOSAL II — RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     Our independent registered public accounting firm for the year ended December 31, 2008 was Crowe Horwath LLP. Our audit committee has approved the appointment of Crowe Horwath LLP to be our independent registered public accounting firm for the year ending December 31, 2009, subject to the ratification of the appointment by our stockholders. At the annual meeting, our stockholders will consider and vote on the ratification of the appointment of Crowe Horwath LLP for the year ending December 31, 2009. A representative of Crowe Horwath LLP is expected to attend the annual meeting, may make a statement if he or she wishes and respond to appropriate questions.

     Set forth below is certain information concerning aggregate fees billed for professional services rendered by Crowe Horwath LLP during the years ended December 31, 2008 and December 31, 2007.

     The aggregate fees included in the audit category were fees billed for the fiscal years for the audit of our annual financial statements and the review of our quarterly financial statements. The aggregate fees included in each of the other categories were fees billed in the noted fiscal years.

		2008				2007
Audit Fees		$	166,852			$	185,816
Audit Related Fees			45,055				57,422
Tax Fees			77,619				61,821
All Other Fees			—				219,070

     Audit Fees. Audit fees of $166,852 in fiscal 2008 were for the audit of our consolidated financial statements and include fees relating to review of the financial statements included in our quarterly reports on Form 10-Q and review of the Annual Report on Form 10-K. Audit fees of $185,816 in fiscal 2007 were for the audit of our consolidated financial statements. The audit fees for fiscal 2007 includes fees relating to review of the financial statements included in our quarterly reports on Form 10-Q, review of our Annual Report on Form 10-K and review of restated financial statements.

     Audit-Related Fees. Audit related fees for $45,055 in fiscal year 2008 were for annual benefit plan audits of our employee stock ownership plan and our 401(k) plan. Audit related fees for $57,422 in fiscal year 2007 were for services associated with a due diligence review of a potential acquisition and the annual benefit plan audits of our employee stock ownership plan and our 401(k) Plan.

     Tax Fees. Tax fees of $77,619 and $61,821 in fiscal years 2008 and 2007 were for services related to tax compliance and tax planning.

     All Other Fees. There were no other fees in fiscal 2008. Other fees of $219,070 were for services associated with the terminated second step conversion of Atlantic Coast Federal, MHC in fiscal 2007.

     The audit committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The audit committee has delegated pre-approval authority to its chairman when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

     In order to ratify the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the year ending December 31, 2009, the proposal must receive at least a majority of the votes cast at the annual meeting, without regard to broker non-votes or proxies marked “ABSTAIN,” either in person or by proxy, in favor of such ratification. The audit committee of the board of directors recommends a vote “FOR” the ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the year ending December 31, 2009.

ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING

     Our bylaws provide an advance notice procedure for certain business, or nominations to the board of directors, to be brought before an annual meeting. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of Atlantic Coast Federal Corporation. To be timely a stockholder’s notice must be delivered to or mailed and received at our principal executive offices no later than five days before the date of the meeting. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, (b) the name and address, as they appear on our books, of the stockholder proposing such business, (c) the class and number of shares of our common stock which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business.

The chairman of an annual meeting may, if the facts warrant, determine and declare to the meeting that certain business was not properly brought before the meeting in accordance with the provisions of our bylaws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. This provision is not a limitation on any other applicable laws and regulations. Accordingly, advance written notice of business or nominations to the board of directors to be brought before the 2009 Annual Meeting of Stockholders must be given to us no later than five days prior to the date of the meeting, as indicated above.

STOCKHOLDER PROPOSALS

     In order to be eligible for inclusion in our proxy materials for our 2010 Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at our executive office, 505 Haines Avenue, Waycross, Georgia 31501, no later than December 9, 2009. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended.

OTHER MATTERS

     The board of directors is not aware of any business to come before the annual meeting other than the matters described above in the proxy statement. However, if any matters should properly come before the annual meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.

MISCELLANEOUS

     The cost of solicitation of proxies will be borne by Atlantic Coast Federal Corporation. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. We have retained Corporate Communications, Inc., the company’s regularly retained investor relations firm, to assist in the solicitation of proxies. Corporate Communications, Inc. will not receive any additional compensation for this service. In addition to solicitations by mail, directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation. Our 2008 Annual Report to Stockholders has been mailed to all stockholders of record as of March 20, 2009. Any stockholder who has not received a copy of such annual report may obtain a copy by writing us at the address below. Such annual report is not to be treated as a part of the proxy solicitation material nor as having been incorporated herein by reference.

HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS

     We intend to deliver only one annual report and proxy statement to multiple registered stockholders sharing the same address unless it has received contrary instructions from one or more of the stockholders. If individual stockholders wish to receive a separate copy of the annual report or proxy statement they may call or write and request separate copies currently or in the future as follows:

Atlantic Coast Federal Corporation Investor Relations
c/o Corporate Communications, Inc.
523 Third Avenue, South
Nashville, Tennessee 37210
Phone: (615) 254-3376
Fax: (615) 254-3420

     Registered stockholders sharing the same address and receiving multiple copies of annual reports or proxy statements may request the delivery of a single copy by writing or calling the above address or phone number.

Waycross, Georgia
April 8, 2009

REVOCABLE PROXY

ATLANTIC COAST FEDERAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
May 15, 2009

     The undersigned hereby appoints the proxy committee of the board of directors of Atlantic Coast Federal Corporation (the “Company”), with full powers of substitution to act as attorneys and proxies for the undersigned to vote all shares of common stock of the Company that the undersigned is entitled to vote at the 2009 Annual Meeting of Stockholders (“Annual Meeting”) to be held at the Holiday Inn, 1725 Memorial Drive, Waycross, Georgia, at 10:00 a.m., local time, on May 15, 2009. The proxy committee is authorized to cast all votes to which the undersigned is entitled as follows:

						VOTE		FOR ALL
				FOR		WITHHELD		EXCEPT
1.		The election as directors of the nominees listed below (except as marked to the contrary below) for a term of three years and until their respective successors have been elected and qualified:		c		c		c
		Frederick D. Franklin, Jr.
		Robert J. Smith
		H. Dennis Woods
		INSTRUCTION: To withhold your vote for any individual nominee, mark “Vote Withheld” and write that nominee’s name on the space provided.
				FOR		AGAINST		ABSTAIN
2.		The ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2009.		c		c		c

The board of directors recommends a vote “FOR” each of the above-listed proposals.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS STATED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THE MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

     Should the undersigned be present and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Annual Meeting of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of the Company at the address set forth on the Notice of Annual Meeting of Stockholders, or by the filing of a later dated proxy statement prior to a vote being taken on a particular proposal at the Annual Meeting.

     The undersigned acknowledges receipt from the Company prior to the execution of this proxy of notice of the Annual Meeting, a proxy statement dated April 8, 2009, and audited financial statements.

Dated: _____________________, 2009         o   Check Box if You Plan to Attend the Annual Meeting

PRINT NAME OF STOCKHOLDER				PRINT NAME OF STOCKHOLDER
SIGNATURE OF STOCKHOLDER				SIGNATURE OF STOCKHOLDER

     Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign.

Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.