Complete the next paragraph of this contract: 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
Keefe, Bruyette & Woods, Inc. Investment Banking 10 South Wacker Drive, Suite 3400 Chicago, Illinois 60606
Ladies and Gentlemen:
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:
Section 1. The Offering. The Bank, in accordance with its plan of conversion adopted by its Board of Directors (the "Plan"), intends to convert from a federally-chartered mutual savings bank to a federal stock savings bank (the "Conversion"), and issue all of its issued and outstanding capital stock to the Company. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). Pursuant to the Plan, the Company will offer and sell up to shares (subject to increase up to shares) of its common stock, $.01 par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31, 2008 ("Eligible Account Holders"), (2) the employee stock ownership plan established by either the Bank or the Company (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 ("Supplemental Eligible Account Holders"), and (4) other depositor and borrower members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons who are residents of Blount, Bradley, Hamilton, Knox, Loudon, McMinn, Meras, Monroe and Polk Counties in Tennessee. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering.